Re:ProposedTransfer of Certain Shares of Common Stock of TremisisEnergy Acquisition Corporation II

March 13, 2009       

Continental Stock Transfer & Trust Company

17 Battery Place

New York, NY  10004

Attn: Steven Nelson

 

Dear Mr. Nelson:

Pursuant to that certain Stock Escrow Agreement (the “Escrow Agreement”) dated December 6, 2007 by and among Tremisis Energy Acquisition Corporation II (the “Company”), Continental Stock Transfer & Trust Company (the “Escrow Agent”), Lawrence S. Coben, Ronald D. Ormand, Jon Schotz, Charles A. Norris, Stephen N. Casati, Bill Goldstein, Dean Vanech, Jerry Doren, Owen Coleman, Bill Armstrong, Trevor Wilson, Brian McInerney, Richard Kassar, David Levine, Jim Land, David A. Preiser, Gary C. Evans and Jonathan Jacobs (collectively, the “Initial Stockholders”), the Escrow Agent is currently holding in escrow the shares of the Company’s common stock owned by each of the Initial Stockholders in the amounts identified in Schedule A (the “Escrow Shares”).

The Initial Stockholders have executed an agreement (the “Put/Call Agreement”) of even date herewith pursuant to which they have agreed to transfer a portion of each Initial Stockholders’ Escrow Shares in the amounts identified in Schedule A (the “Transfer Shares”) in a private transaction to SoftForum Co., Ltd. and Sang-Chul Kim (the “Investors”), for no cash consideration upon the Company’s consummation of a Business Combination (as such term is defined in the Put/Call Agreement).  The Escrow Shares and the Transfer Shares will remain in escrow with you pursuant to the terms of the Escrow Agreement, but after the consummation of a Business Combination, you will hold the Transfer Shares on behalf of the Investors and not us.  As Escrow Agent, you acknowledge and agree not to enter into any control or other agreement relating to, or deliver possession of, the Transfer Shares to any third party, other than the Investors, that could create or perfect a security interest in the Transfer Shares.

Further, in connection with our agreement to transfer the Transfer Shares to the Investors, we are attaching executed stock powers with respect to the Transfer Shares.  Please hold these stock powers in escrow, together with the Transfer Shares, and upon consummation of a Business Combination, kindly effect the transfer of the Transfer Shares to the Investors. The Investors are agreeing to be bound by the terms and conditions of the Escrow Agreement and will deliver the appropriate stock powers to the Escrow Agent.

 

 

This letter shall serve as irrevocable instructions from the Initial Stockholders to you as the Escrow Agent with respect to the transfer of the Transfer Shares upon consummation of the Business Combination and may not be altered by any of us in the future, except upon termination of the Put/Call Agreement in accordance with its terms

[Signature Page - Transfer Shares Release Letter]

 

 

The undersigned acknowledge and consent to the foregoing terms.

TREMISIS ENERGY ACQUISITION CORPORATION II

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

[Signature Page - Transfer Shares Release Letter]