Unassociated Document


    STOCK
      ESCROW AGREEMENT

    


    STOCK
      ESCROW AGREEMENT, dated as of __________, 2007 (“Agreement”), by and among
      TREMISIS ENERGY ACQUISITION CORPORATION II, a Delaware corporation (“Company”),
LAWRENCE
      S. COBEN, RONALD D. ORMAND, JON SCHOTZ, CHARLES A. NORRIS
      and
STEPHEN
      N. CASATI
      (collectively “Initial Stockholders”) and CONTINENTAL STOCK TRANSFER & TRUST
      COMPANY, a
      New
      York corporation (“Escrow
      Agent”).

    


    WHEREAS,
      the Company has entered into an Underwriting Agreement, dated _________, 2007
      (“Underwriting Agree-ment”), with Merrill Lynch & Co., Inc. (“Merrill
      Lynch”) acting as representative of the several underwriters (collectively, the
“Underwriters”), pur-suant to which, among other matters, the Underwriters have
      agreed to purchase 9,500,000 units (“Units”) of the Company. Each Unit consists
      of one share of the Company’s common stock, par value $.0001 per share (“Common
      Stock”), and one warrant, each full warrant to purchase one share of Common
      Stock, all as more fully described in the Company’s final Prospectus, dated
      _______, 2007 (“Prospectus”) com-prising part of the Company’s Registration
      Statement on Form S-1 (File No. 333-145625) under the Securities Act
      of 1933, as amended (“Registration Statement”), declared effective on
      __________, 2007 (“Effective Date”).

    


    WHEREAS,
      the Initial Stockholders have agreed as a condition of the sale of the Units
      to
      deposit their shares of Common Stock of the Company, as set forth opposite
      their
      respective names in Exhibit A attached hereto (collec-tively “Escrow Shares”),
      in escrow as hereinafter provided.

    


    WHEREAS,
      the Company and the Initial Stockholders desire that the Escrow Agent accept
      the
      Escrow Shares, in escrow, to be held and disbursed as hereinafter
      provided.

    


    IT
      IS
      AGREED:


    1. Appointment
      of Escrow Agent.
      The
      Company and the Initial Stockholders hereby appoint the Escrow Agent to act
      in
      accordance with and subject to the terms of this Agreement and the Escrow Agent
      hereby accepts such appointment and agrees to act in accordance with and subject
      to such terms.

    


    2. Deposit
      of Escrow Shares.
      On or
      before the Effective Date, each of the Initial Stockholders shall deliver to
      the
      Escrow Agent certificates representing his, her or its respective Escrow Shares,
      to be held and disbursed subject to the terms and conditions of this Agree-ment.
      Each Initial Stockholder acknowledges that the certi-ficate representing his,
      her or its Escrow Shares is legended to reflect the deposit of such Escrow
      Shares under this Agreement.

    


    3. Disbursement
      of the Escrow Shares.
      The
      Escrow Agent shall hold the Escrow Shares until one year after the consummation
      of a Business Combination (as defined in the Registration Statement) (“Escrow
      Period”), on which date it shall, upon written instructions from each Initial
      Stockholder, disburse each of the Initial Stockholder’s Escrow Shares (and any
      applicable stock power) to such Initial Stockholder; pro-vided, however, that
      if
      the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof
      that
      the Company is being liquidated at any time during the Escrow Period, then
      the
      Escrow Agent shall promptly destroy the certificates representing the Escrow
      Shares; provided, however, that if the Underwriters exercise their
      over-allotment option to purchase an additional 1,425,000 Units of the Company
      (as described in the Prospectus), the Initial Stockholders agree that the Escrow
      Agent shall return to the Company for cancellation,
      at no
      cost, the number of Escrow Shares held by each Initial Stockholder determined
      by
      multiplying (a) the product of (i) 356,250, multiplied by (ii) a fraction,
      (x) the numerator of which is the number of Escrow Shares held by each Initial
      Stockholder, and (y) the denominator of which is the total number of Escrow
      Shares, by (b) a fraction, (i) the numerator of which is 1,425,000
      minus
      the
      number of shares of Common Stock purchased by the Underwriters upon the exercise
      of their over-allotment option, and (ii) the denominator of which is
1,425,000;
      provided
      further, however, that if the Company consummates a Business Combination in
      which holders of more than 20% of the shares sold in the IPO exercise their
      conversion rights (as described more fully in the Prospectus), the Initial
      Stockholders agree that the Escrow Agent shall return to the Company for
      cancellation a number of Escrow Shares held by them so that the Initial
      Stockholders will collectively own no more than 23.8% of the Company's
      outstanding Common Stock upon consummation of such Business Combination (without
      giving effect to any shares that may be issued in the Business Combination).
      If
      the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof
      that
      the Company is being liquidated at any time during the Escrow Period, then
      the
      Escrow Agent shall promptly destroy the certificates representing the Escrow
      Shares; provided
      further, however, that if, after the Company consummates a Business Combination
      (as such term is defined in the Registration Statement), it (or the surviving
      entity) subsequently consummates a liquidation, merger, stock exchange or other
      similar transaction which results in all of the stockholders of such entity
      having the right to exchange their shares of Common Stock for cash, securities
      or other property, then the Escrow Agent will, upon receipt of a certificate,
      executed by the Chairman of the Board, President or other authorized officer
      of
      the Company, in form reasonably acceptable to the Escrow Agent, that such
      transaction is then being consummated or such conditions have been achieved,
      as
      applicable, release the Escrow Shares to the Initial Stockholders. The Escrow
      Agent shall have no further duties hereunder after the disbursement or
      destruction of the Escrow Shares in accordance with this
      Section 3.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4. Rights
      of Initial Stockholders in Escrow Shares.
      

    


    4.1 Voting
      Rights as a Stockholder.
      Subject
      to the terms of the Insider Letter described in Section 4.4 hereof and except
      as
      herein provided, the Initial Stockh-olders shall retain all of their rights
      as
      stock-holders of the Company during the Escrow Period, includ-ing, without
      limitation, the right to vote such shares.

    


    4.2 Dividends
      and Other Distributions in Respect of the Escrow Shares.
      During
      the Escrow Period, all dividends payable in cash with respect to the Escrow
      Shares shall be paid to the Initial Stockholders, but all dividends payable
      in
      stock or other non-cash property (“Non-Cash Dividends”) shall be delivered to
      the Escrow Agent to hold in accordance with the terms hereof. As used herein,
      the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends
      distributed thereon, if any.

    


    4.3 Restrictions
      on Transfer.
      In
      order
      to induce the Underwriters to enter into the Underwriting Agreement, the Initial
      Stockholders will not, without the prior written consent of Merrill Lynch,
      offer, sell, contract to sell, pledge or otherwise dispose of (or enter into
      any
      transaction which is designed to, or might reasonably be expected to, result
      in
      the disposition (whether by actual disposition or effective economic disposition
      due to cash settlement or otherwise) by the Initial Stockholders or any
      affiliate of the Initial Stockholders or any person in privity with the Initial
      Stockholders or any affiliate thereof), directly or indirectly, including the
      filing (or participation in the filing) of a registration statement with the
      Securities and Exchange Commission (the “Commission”) in respect of, or
      establish or increase a put equivalent position or liquidate or decrease a
      call
      equivalent position within the meaning of Section 16 of the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and
      regulations of the Commission promulgated thereunder with respect to, any Escrow
      Shares, or publicly announce an intention to effect any such transaction, during
      the period in which such Escrow Shares are held in escrow hereunder,
      except
      (i) to
      an entity’s members upon its liquidation, (ii) by bona fide gift to a member of
      an Initial Stockholder’s immediate family or to a trust, the beneficiary of
      which is an Initial Stockholder or a member of an Initial Stockholder’s
      immediate family, (iii) by virtue of the laws of descent and distribution upon
      death of any Initial Stockholder, (iv) pursuant to a qualified domestic
      relations order or (v) by private sales of the Escrow Shares made at or prior
      to
      the consummation of a Business Combination at prices no greater than the price
      at which the shares were originally purchased; provided,
      however,
      that
      such transfers may be implemented only upon the respective transferee’s written
      agreement to be bound by the terms and conditions of this Agreement and of
      the
      Insider Letter signed by the Initial Stockholder transferring the Escrow Shares
      and no filing by any party under the Exchange Act shall be required or shall
      be
      voluntarily made in connection with such disposition or transfer. 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    4.4 Insider
      Letters.
      Each of
      the Initial Stock-holders has executed a letter agreement with Merrill Lynch
      and
      the Company, dated as indicated on Exhibit A hereto, and which is filed as
      an exhibit to the Registration Statement (“Insider Letter”), respecting the
      rights and obligations of such Initial Stockholder in certain events, including
      but not limited to the liquidation of the Company.

    


    5. Concerning
      the Escrow Agent.

    


    5.1 Good
      Faith Reliance.
      The
      Escrow Agent shall not be liable for any action taken or omitted by it in good
      faith and in the exercise of its own best judgment, and may rely conclusively
      and shall be pro-tected in acting upon any order, notice, demand, certifi-cate,
      opinion or advice of counsel (including counsel chosen by the Escrow Agent),
      statement, instrument, report or other paper or document (not only as to its
      due
      execution and the validity and effectiveness of its provisions, but also as
      to
      the truth and acceptability of any information therein contained) which is
      believed by the Escrow Agent to be genuine and to be signed or presented by
      the
      proper person or persons. The Escrow Agent shall not be bound by any notice
      or
      demand, or any waiver, modification, termina-tion or rescission of this
      Agree-ment unless evidenced by a writing delivered to the Escrow Agent signed
      by
      the proper party or parties and, if the duties or rights of the Escrow Agent
      are
      affected, unless it shall have given its prior written consent thereto.


    


     5.2 Indemnification.
      The
      Escrow Agent shall be indemnified and held harmless by the Company from and
      against any expenses, including coun-sel fees and disbursements, or loss
      suffered by the Escrow Agent in connection with any action, suit or other
      proceeding involving any claim which in any way, directly or indirectly, arises
      out of or relates to this Agreement, the services of the Escrow Agent hereunder,
      or the Escrow Shares held by it hereunder, other than expenses or losses arising
      from the gross negligence or willful misconduct of the Escrow Agent. Promptly
      after the receipt by the Escrow Agent of notice of any demand or claim or the
      com-mence-ment of any action, suit or proceeding, the Escrow Agent shall notify
      the other parties hereto in writing. In the event of the receipt of such notice,
      the Escrow Agent, in its sole discre-tion, may commence an action in the nature
      of interpleader in an appropriate court to determine ownership or disposition
      of
      the Escrow Shares or it may deposit the Escrow Shares with the clerk of any
      appropriate court or it may retain the Escrow Shares pending receipt of a final,
      non-appealable order of a court having jurisdiction over all of the parties
      hereto directing to whom and under what circum-stances the Escrow Shares are
      to
      be disbursed and delivered. The provisions of this Section 5.2 shall survive
      in
      the event the Escrow Agent resigns or is discharged pursuant to Sections 5.5
      or
      5.6 below.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    


    5.3 Compensation.
      The
      Escrow Agent shall be entitled to reason-able compensation from the Company
      for
      all services rendered by it hereunder. The Escrow Agent shall also be entitled
      to reimburse-ment from the Company for all expenses paid or incurred by it
      in
      the administration of its duties hereunder including, but not limited to, all
      counsel, advisors’ and agents’ fees and disburse-ments and all taxes or other
      governmental charges.

    


    5.4 Further
      Assurances.
      From
      time to time on and after the date hereof, the Company and the Initial
      Stock-holders shall deliver or cause to be delivered to the Escrow Agent such
      further documents and instru-ments and shall do or cause to be done such further
      acts as the Escrow Agent shall reasonably request to carry out more effectively
      the provisions and purposes of this Agree-ment, to evidence compliance herewith
      or to assure itself that it is protected in acting hereunder.

    


    5.5 Resignation.
      The
      Escrow Agent may resign at any time and be discharged from its duties as escrow
      agent hereunder by its giving the other parties hereto written notice and such
      resignation shall become effective as herein-after provided. Such resignation
      shall become effective at such time that the Escrow Agent shall turn over to
      a
      suc-cessor escrow agent appointed by the Company, the Escrow Shares held
      hereunder. If no new escrow agent is so appointed within the 60 day period
      follow-ing the giv-ing of such notice of resignation, the Escrow Agent may
      deposit the Escrow Shares with any court it reasonably deems
      appropriate.

    


    5.6 Discharge
      of Escrow Agent.
      The
      Escrow Agent shall resign and be discharged from its duties as escrow agent
      hereunder if so requested in writing at any time by the other parties hereto,
      jointly, pro-vided, however, that such resignation shall become effec-tive
      only
      upon acceptance of appointment by a successor escrow agent as provided in
      Section 5.5.

    


    5.7 Liability.
      Notwithstanding anything herein to the con-trary, the Escrow Agent shall not
      be
      relieved from liability hereunder for its own gross negligence or its own
      willful misconduct.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    


    6. Miscellaneous.

    


    6.1 Governing
      Law.
      This
      Agreement shall for all purposes be deemed to be made under and shall be
      construed in accordance with the laws of the State of New York, without giving
      effect to conflicts of law principles that would result in the application
      of
      the substantive laws of another jurisdiction (whether
      of the State of New York or any other jurisdiction that would cause the
      application of the laws of any jurisdiction other than the State of New York).
      The Company hereby agrees that any action, proceeding or claim against it
      arising out of or relating in any way to this Agreement shall be brought and
      enforced in the courts of the State of New York or the United States District
      Court for the Southern District of New York, and irrevocably submits to such
      jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives
      any objection to such exclusive jurisdiction and that such courts represent
      an
      inconvenience forum. Any such process or summons to be served upon the Company
      may be served by transmitting a copy thereof by registered or certified mail,
      return receipt requested, postage prepaid, addressed to it at the address set
      forth in Section 6.6 hereof. Such mailing shall be deemed personal service
      and shall be legal and binding upon the Company in any action, proceeding or
      claim..

    


    6.2 Third
      Party Beneficiaries.
      Each of
      the Initial Stockholders hereby acknowledges that the Underwriters are third
      party beneficiaries of this Agreement and this Agreement may not be modified
      or
      changed without the prior written consent of Merrill Lynch. 

    


    6.3 Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties hereto with respect
      to
      the subject matter hereof and, except as expressly provided herein, may not
      be
      changed or modified except by an instrument in writing signed by the party
      to
      the charged. It
      may be
      executed in several original or facsimile counterparts, each one of which shall
      constitute an original, and together shall constitute but one
      instrument

     

    6.4 Headings.
      The
      headings contained in this Agreement are for reference purposes only and shall
      not affect in any way the meaning or interpretation thereof.

    


    6.5 Binding
      Effect.
      This
      Agreement shall be binding upon and inure to the benefit of the respective
      parties hereto and their legal representatives, successors and
      assigns.

    


    6.6 Notices.
      Any
      notice or other communication required or which may be given hereunder shall
      be
      in writing and either be delivered personally or be mailed, certified or
      registered mail, or by private national courier service, return receipt
      requested, postage prepaid, and shall be deemed given when so delivered
      personally or, if mailed, two days after the date of mailing, as
      follows:


     

    
      If
        to the
        Company, to:

       

    

    Tremisis
      Energy Acquisition Corporation II

    11622
      Monica Street

    Houston,
      Texas 77024

    Attn:
      Chairman

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    If
      to a
      Stockholder, to his address set forth in Exhibit A.

    


    and
      if to
      the Escrow Agent, to:

    


    Continental
      Stock Transfer & Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Chairman

    


    A
      copy of
      any notice sent hereunder shall be sent to:

    


    Graubard
      Miller

    The
      Chrysler Building

    405
      Lexington Avenue

    New
      York,
      New York 10174

    Attn:
      David Alan Miller, Esq.

    


    and:

    


    Merrill
      Lynch & Co., Inc.

    4
      World
      Financial Center

    250
      Vesey
      Street

    New
      York,
      New York 10080

    Attn:
      

    Facsimile:
      ( ) -

     

    and:

    


    Andrews
      Kurth LLP

    600
      Travis, Suite 4200

    Houston,
      Texas 77002

    Attn:
      W.
      Mark Young, Esq.

    Facsimile:
      (713) 238-7111 


    The
      parties may change the persons and addresses to which the notices or other
      communications are to be sent by giving written notice to any such change in
      the
      manner provided herein for giving notice.

    


     6.7 Liquidation
      of the Company.
      The
      Company shall give the Escrow Agent written notification of the liquidation
      of
      the Company in the event that the Company fails to consummate a Business
      Combination within the time period specified in the Prospectus.

     

    
      
        
        

      

      
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    WITNESS
      the execution of this Agreement as of the date first above written.

    
      	 	 	 
	 	
              TREMISIS
                ENERGY ACQUISITION CORPORATION II 

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              Title:

            




    
      	 	 	 
	 	
              INITIAL
                STOCKHOLDERS:

            
	 
 	 
 	 
 
	
            	       	
            
	 	
              

              Lawrence
                S. Coben

            


    

    
      	 	 	 
	
            	       	
            
	 	
              

              Ronald
                D. Ormand

            


    

    
      	 	 	 
	
            	       	
            
	 	
              

              Jon
                Schotz

            


    

    
      	 	       
              	 
	
            	
            	
            
	 	
              

              Charles
                A. Norris

            


    

    
      	 	       
              	 
	
            	
            	
            
	 	
              

              Stephen
                N. Casati

            


    

     

    
      	 	 	 
	 	
              CONTINENTAL
                STOCK TRANSFER

              &
                TRUST COMPANY

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                

              Title:
                

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A

    


    
      	
              Name
                and Address of 

              Initial
                Stockholder 

            	 	
              Number
                

              of
                Shares

            	
               

            	
              Stock
                

              Certificate
                Number

            	
               

            	
              Date
                of 

              Insider
                Letter

            
	 	 	 	 	 	 	 
	
              Lawrence
                S. Coben 

              Tremisis
                Energy Acquisition Corporation II

              11622
                Monica Street

              Houston,
                Texas 77024

            	 	
              1,203,125

            	 	
              1

            	 	
              ___________,
                2007

            
	 	 	 	 	 	 	 
	
              Ronald
                D. Ormand
Tremisis Energy Acquisition Corporation II
11622 Monica
                Street
Houston, Texas 77024

            	 	
              1,203,125

            	 	
              2

            	 	
              ___________,
                2007

            
	 	 	 	 	 	 	 
	
              Jon
                Schotz 

              c/o
                Saybrook Capital, LLC 

              401
                Wilshire Boulevard, Suite 850 

              Santa
                Monica, California 90401

            	 	
              150,000

            	 	
              3

            	 	
              ___________,
                2007

            
	 	 	 	 	 	 	 
	
              Charles
                A. Norris 

              1385
                Park Center Drive 

              Vista,
                California 92081

            	 	
              150,000

            	 	
              4

            	 	
              ___________,
                2007

            
	 	 	 	 	 	 	 
	
              Stephen
                N. Casati 

              Tremisis
                Energy Acquisition Corporation II

              11622
                Monica Street

              Houston,
                Texas 77024

            	 	
              25,000

            	 	
              5

            	 	
              ___________,
                2007