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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  March 13, 2009

TREMISIS ENERGY ACQUISITION CORPORATION II

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33814	30-0485452
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2925 Briarpark, Suite 150-A Houston, Texas	77042
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:   (713) 954-3665

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.      Entry into a Material Definitive Agreement.

On March 13, 2009, Tremisis Energy Acquisition Corporation II (“Company”) entered into an agreement (“Agreement”) with the Company’s stockholders prior to its initial public offering (“Initial Stockholders”) and SoftForum Co., Ltd. and Mr. Sang-Chul Kim (collectively, the “Investors”).  Pursuant to the Agreement, (i) each of Lawrence S. Coben, Stephen N. Casati, Jon Schotz and Charles A. Norris resigned from his position as officer and/or director of the Company, (ii) Ronald D. Ormand, the Company’s president, chief financial officer and director, resigned from his position as president and was appointed as co-chief executive officer of the Company and will serve in such capacity, as well as in his existing capacity as chief financial officer and director, until the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2008 at which time he will resign from all of his positions except as a member of the Board of Directors and (iii) Mr. Kim was appointed as chairman of the board and co-chief executive officer and each of Seung Jung Ro, Jhong Won Kim and David Jin Yoo was appointed as a member of the Board of Directors.  Additionally, Yeon-su Kim was appointed as secretary and will be appointed as chief financial officer upon Mr. Ormand’s resignation of such position.

In addition to their resignations from the Board of Directors, Messrs. Casati, Schotz and Norris resigned from the Company’s Audit Committee and Messrs. Schotz and Norris resigned from the Company’s Nominating Committee. Messrs. Ro, Yoo and Jhong Won Kim were appointed to the Audit Committee to replace the resigning members, with Mr. Ro acting as Chairman of the Committee.  The Board has determined that Messrs. Ro, Yoo and Jhong Won Kim are “independent directors” within the meaning of Section 803(A) of the NYSE Alternext Company Guide and Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended. In addition, the Board has determined that Messrs. Yoo and Jhong Won Kim each satisfy the definition of financial sophistication and also qualify as an “audit committee financial expert,” as defined under the SEC’s rules and regulations.

Sang-Chul Kim, 55 years old,has served as the chief executive officer of Dawin Technology, Inc., an ASIC/SoC design and services company that has a strategic partnership with Samsung Electronics Co., Ltd. since May 2008. Mr. Kim has also served as the chairman of the boards of directors of both SF Investment Co., Ltd., an investment company and SoftForum Co., Ltd., a web and desktop security software company and systems producer, since June 2005. From June 2004 to May 2005, he was the chairman of the boards of directors of WIZIT Co., Ltd., a metering hardware, semiconductor and LCD components manufacturer, and DureCom Co., Ltd., a plastic molding/injection manufacturer, the latter of which merged with SoftForum Co., Ltd. in 2005. Mr. Kim served as the president and chief executive officer of Kumho Metertech, Inc., which he founded, from February 1997 to January 2004. In June 2008, Mr. Kim was elected as the vice chairman of the Korea CEO Association (KCEOA). Mr. Kim received his Bachelor of Arts in Political Science from Dankook University.

Jhong Won Kim, 65 years old, served as a director and the chief financial officer of the Korea Railroad Construction Authority (a rail investment company established by the Korean Government to build, develop and manage railways) from January 2004 until January 2007, where he advised the Finance department on matters including financing, strategy and financial planning, and risk management. From November 2005 until December 2006, Mr. Kim served as a director and a member of the management advisory committee of Korea NICE e-banking Services, Co., Ltd. (a subsidiary of the National Information & Credit Evaluation Inc.), a company that operates and manages ATMs in banks, security and insurance companies, investment trusts and other related financial institutions. From October 2002 to January 2006, Mr. Kim was an executive director of the Friendship Society of the Ministry of Finance and Economy. He also served from January 2001 to January 2002, as vice president of Yushin Corporation, a civil infrastructure company, and from January 2000 until January 2001, Mr. Kim served on the board of Rotem Co. (now known as Hyundai Rotem, and member of the Hyundai Motor Group). Mr. Kim received his Bachelor of Arts in Economics from Yonsei University and his Master of Arts in Development Economics from Boston University.

David Jin Yoo, 35 years old,has served as the managing director of Hyundai LCD USA, Inc., an LCD manufacturer, since November 2008.  From September 2004 to November 2008, Mr. Yoo served as a vice president of the corporate finance group at EarlyBirdCapital, Inc., an investment banking firm. From May 2004 to September 2004, he worked as an associate at Ardour Capital Partners, LLC, another investment banking firm. Mr. Yoo also served as a senior associate from May 2003 to September 2003 at KPMG International Financial Advisory Services Inc., a corporate finance firm. He was manager and assistant to the Chairman at The Doosan Group from May 1994 to August 2002. Mr. Yoo earned his Bachelor of Arts at University of California at Berkeley and his Master of Business Administration from Leonard N. Stern School of Business at New York University.

Seung Jung Ro, 44 years old, has been the chief executive officer of Mermax Co., Ltd., a semiconductor manufacturer, since August 2008. From January 2006 to August 2008, Mr. Ro served as the chief executive officer of DureCom Co., Ltd.  Mr. Ro also served as the chief executive officer of DureTech Inc., a semiconductor and LCD components manufacturer, from March 2000 to December 2005. From July 1999 to February 2000, Mr. Ro served as a director for KoreaSambo Inc., a gas metering manufacturer.  From February 1997 to June 1999, Mr. Ro also served as manager of the administration department for Kumho Metertech, Inc., a metering business administration firm.  Mr. Ro earned his Bachelor of Science from Chungbuk National University.

Yeon-su Kim, 25 years old, has served as the chief executive officer and a director of Han Wool S&C. Co., Ltd., an investment firm, since April 2008. Since March 2007, Ms. Kim has served as an adviser for SF Investment Co., Ltd. Ms. Kim has also served as head of the foreign business division for WIZIT Co., Ltd., since January 2007. Ms. Kim earned her Bachelor of Arts from Boston University, School of Management and a Bachelor of Commerce from Auckland University. Ms. Kim is the daughter of Sang-Chul Kim.

Neither Mr. Kim nor Ms. Kim has entered into an employment agreement with the Company and will not receive any cash or other compensation from the Company for services rendered to the Company until following the Company’s consummation of a business combination.

Pursuant to the Agreement, the Initial Stockholders have the option to sell to the Investors, and the Investors have the option to purchase from the Initial Stockholders, warrants to purchase 2,650,000 shares of the Company’s common stock (“Insider Warrants”) upon the earliest of (i) the Company's consummation of a business combination, (ii) the Company's liquidation of its trust account and (iii) December 31, 2009.  The purchase price for the Insider Warrants is $2,100,000.  The Initial Stockholders originally paid $2,650,000 for the Insider Warrants.

Pursuant to the Agreement and as part of the same transaction, the Initial Stockholders also agreed to transfer an aggregate of 2,333,168 shares of the Company’s common stock to the Investors, for no additional consideration, upon consummation of a business combination.  The Initial Stockholders will continue to hold an aggregate of 100,000 shares of the Company’s common stock following the transfer.  If transferred, such shares will remain in escrow until one year after consummation of such business combination in accordance with the terms of the escrow agreement that was entered into by the Initial Stockholders in connection with the Company’s initial public offering.  Additionally, the Investors will be granted the same registration rights that the Initial Stockholders were granted with respect to the Insider Warrants and shares they may receive as a result of the transactions.

In connection with the Company’s initial public offering, Messrs. Coben and Ormand had personally agreed that if the Company liquidated prior to the consummation of a business combination, they would be personally liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company in excess of the net proceeds of the initial public offering not held in the trust account or previously released to the Company.  Additionally, if the Company is forced to liquidate and does not have sufficient funds to pay the cost of liquidation, Messrs. Coben and Ormand had agreed to advance the Company the funds necessary to complete such liquidation and agreed not to seek repayment for such expenses.  As part of the above-referenced resignations and appointments, Mr. Kim and SoftForum Co., Ltd. have agreed to be responsible for such obligations and Messrs. Coben and Ormand have been released from such obligations.

The summary of the foregoing transactions are qualified in their entirety by reference to the text of the agreements, which are attached as exhibits hereto and are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information contained in Item 1.01 above is incorporated by reference herein.

Item 9.01.  Financial Statement and Exhibits.

(d) Exhibits:

Exhibit	Description
10.1	Agreement by and among the Company, Lawrence S. Coben, Ronald D. Ormand, Jon Schotz, Charles A. Norris, Stephen N. Casati, Bill Goldstein, Dean Vanech, Olympus Capital Investment, LLC, 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, SoftForum Co., Ltd. and Sang-Chul Kim.
10.2	Escrow Agreement by and among the Company, Lawrence S. Coben, Ronald D. Ormand, Jon Schotz, Charles A. Norris, Stephen N. Casati, Bill Goldstein, Olympus Capital Investment, LLC, 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, SoftForum Co., Ltd. and Sang-Chul Kim.
10.3	Letter amendment to Escrow Agreement.
10.4	Letter amendment to Registration Rights Agreement.
10.5	Insider letter of SoftForum Co., Ltd.
10.6	Insider letter of Sang-Chul Kim.
10.7	Insider letter of Seung Jung Ro.
10.8	Insider letter of Jhong Won Kim.
10.9	Insider letter of David Jin Yoo.

10.10	Insider letter of Yeon-su Kim.
10.11	Amendment to insider letter of each of Lawrence S. Coben and Ronald D. Ormand.
10.12	Amendment to insider letter of each of Jon Schotz, Charles A. Norris and Stephen A. Casati.
99.1	Press release dated March 13, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 13, 2009

	TREMISIS ENERGY ACQUISITION CORPORATION II
By:	/s/ Ronald D. Ormand
	Name:  Ronald D. Ormand
	Title:    Co-Chief Executive Officer

EX-10.1

AGREEMENT

THIS AGREEMENT (this “Agreement”) dated as of March 13, 2009 by and among Lawrence S. Coben (“Coben”), Ronald D. Ormand (“Ormand”), Jon Schotz (“Schotz”), Charles A. Norris (“Norris”), Stephen N. Casati (“Casati”), Bill Goldstein, Olympus Capital Investment, LLC, 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 (individually a “Seller” and collectively, the “Sellers”), SoftForum Co., Ltd. and Sang-Chul Kim (individually, an “Investor” and collectively, the “Investors”) and Tremisis Energy Acquisition Corporation II, a Delaware corporation (the “Company”).

RECITALS

The Company was formed on July 3, 2007 for the purpose of acquiring an operating business (“Business Combination”).

Sellers collectively own an aggregate of 2,650,000 warrants to purchase shares of common stock, par value $0.0001 per share (the “Common Stock”), of the Company (the “Warrants”).  In addition, Sellers collectively own an aggregate of 2,433,168 shares (the “Shares”) of Common Stock of the Company.

Coben, Ormand, Casati, Shotz and Norris are officers and/or directors of the Company.

The Investors have approached the Company and the Sellers with a proposal to take control of the Company’s Board of Directors, use their best efforts to introduce the Company to suitable targets for a Business Combination and in consideration therefor to obtain the right to purchase the Warrants.

The Company’s Board of Directors has determined that the Investors offer the Company the best chance to consummate a Business Combination and that it is in the best interests of the Company’s stockholders to enter into this Agreement.

Pursuant to this Agreement, the Sellers will have the option to sell to the Investors and the Investors will have the option to purchase from the Sellers all of the Warrants upon the earlier of (i) the Company’s consummation of a Business Combination, (ii) the Company’s liquidation of its trust account and (iii) December 31, 2009, all upon the terms and subject to the conditions set forth in this Agreement.

As a condition to this Agreement, and in consideration of Investors’ efforts in assisting the Company to consummate a Business Combination, upon consummation of a Business Combination, the Sellers shall transfer, for no additional consideration, an aggregate of 2,333,168 shares of Common Stock to Investors, in the amount set forth next to each Investor’s name as set forth on Schedule 2.3 attached hereto.

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AGREEMENT

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

ARTICLE 1

DEFINITIONS

The following terms, as used herein, have the following meanings:

“1933 Act” means the Securities Act of 1933, as amended.

“1934 Act” means the Securities Exchange Act of 1934, as amended.

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person, as such terms are used in the 1933 Act and the rules and regulations promulgated thereunder.

“Business Day” means any day other than a Saturday, Sunday or legal or bank holiday in the City of New York, State of New York.  If any time period set forth in this Agreement expires on other than a Business Day, such period shall be extended to and through the next succeeding Business Day.

“Common Stock” has the meaning set forth in the Preamble.

“Company SEC Documents” means all documents, as such documents may have been amended (and, if amended, only the most recent form of such document shall be deemed to be one of the “Company SEC Documents”), filed by the Company with the SEC under either the 1933 Act or the 1934 Act since its formation.

“Indemnified Damages” has the meaning set forth in Section 6.1.

“Investors” has the meaning set forth in the Preamble.

“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of such property or asset, other than (i) Liens created by Investors and (ii) restrictions on transfer pursuant to securities laws, the Share Escrow Agreement or the Subscription Agreement.  For purposes of this Agreement, a Person shall be deemed to own subject to a Lien, any property or asset that it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset.

“Option Trigger” means the earlier of (i) the Company’s consummation of a Business Combination, (ii) the Company’s liquidation of its trust account and (iii) December 31, 2009.

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“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Purchase Price” has the meaning set forth in Section 3.1.

“Put/Call Escrow Agent” has the meaning set forth in Section 2.1.4.

“SEC” means the Securities and Exchange Commission.

“Seller” and “Sellers” has the meaning set forth in the Preamble.

“Share Escrow Agent” means Continental Stock Transfer and Trust Company.

“Share Escrow Agreement” has the meaning set forth in Section 3.2.5.

“Subscription Agreement” is the agreement executed by each Seller in connection with the purchase of his Warrants.

“Warrants” has the meaning set forth in the Preamble.

Any reference in this Agreement to (i) a statute shall be to such statute, as amended from time to time, and to the rules and regulations promulgated thereunder and (ii) the word “including” shall mean “including, without limitation.”

ARTICLE 2

PUT AND CALL OPTIONS; TRANSFERS

 2.1.           Put and Call Options for Purchase and Sale of Warrants.

2.1.1  Grant of Put Option.  The Investors hereby grant to the Sellers an irrevocable option (the “Put Option”) to require Investors to purchase all, but not less than all, of the Warrants at the Purchase Price, which Put Option may be exercised by the Sellers only following the Option Trigger.  The Put Option shall be terminated and be of no further force or effect in the event that Sellers are in breach of or default of the representations and warranties contained in Section 4.6 of this Agreement.

2.1.2  Grant of Call Option.  Sellers, jointly and severally, hereby grant to the Investors an irrevocable option (the “Call Option”; the Call Option and the Put Option shall sometimes be referred to herein as an “Option”) to purchase at any time following the Option Trigger, all, but not less than all, of the Warrants at the Purchase Price.

2.1.3  Exercise of Option. The Investors or the Sellers, as applicable, may exercise an Option following the Option Trigger by delivering written notice of exercise to the Sellers or the Investors, as applicable, and in either case to the Put/Call Escrow Agent.  Sellers’ written notice of exercise of their Put Option need be executed only by either Coben or Ormand (and all Sellers will be bound by it).  The closing of the purchase and sale of the Warrants pursuant to such an exercise of an Option (the “Closing”) will occur within two (2) business days following the delivery of such notice of exercise. At the Closing, (i) the Put/Call Escrow Agent will deliver to the Investors the certificates representing the Warrants being purchased by the Investors, which shall be transferred by the Sellers free and clear of all Liens, together with the warrant powers related thereto referenced below in Section 3.2.1 and (ii) the Put/Call Escrow Agent will deliver the Purchase Price to the Sellers. The payment shall be made by immediately available funds transferred to a bank account designated by the Sellers to the Put/Call Escrow Agent prior to Closing.  Upon receipt of the Purchase Price, the Sellers hereby acknowledge that they will have no further interest in the Warrants.

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2.1.4  Put/Call Escrow. On the date of this Agreement, (i) the Investors shall deposit the Purchase Price by wire transfer to an interest-bearing escrow account maintained by Graubard Miller (“Put/Call Escrow Agent”); and (ii) the Sellers shall deposit the Warrants and the warrant powers with the Put/Call Escrow Agent.  The Purchase Price, Warrants and warrant powers shall be held in escrow by the Put/Call Escrow Agent until the exercise of an Option, pursuant to an escrow agreement dated the date hereof (“Put/Call Escrow Agreement”).

 2.2.           Transfer of Shares.  Upon consummation of a Business Combination, Sellers shall transfer an aggregate of 2,333,168 of the Shares (such Shares referred to herein as the “Transferred Shares”) to Investors, in the amount set forth next to such Seller’s name as set forth on Schedule 2.2 attached hereto, which Transferred Shares shall continue to be held in escrow pursuant to the Share Escrow Agreement.  Sellers have delivered duly executed stock powers and a notice to the Share Escrow Agent evidencing the agreement of the Sellers set forth herein.  The Sellers will receive no cash consideration for the transfer of the Transferred Shares to the Investors.

ARTICLE 3

PURCHASE PRICE; DELIVERIES

 3.1.           Purchase Price.  The consideration to be paid by Investors to Sellers for the Warrants pursuant to the exercise of an Option shall be an aggregate purchase price of $2,100,000, subject to reduction dollar for dollar by the amount in the Company’s operating bank account on the date hereof less than $340,000 (the “Purchase Price”), to be paid after the exercise of an Option to each Seller in the amounts as set forth on Schedule 3.1.

 3.2.           Deliveries by Sellers, Investors and Company. Sellers, Investors or the Company, as the case may be, shall deliver on the date hereof:

3.2.1           Warrants and duly executed warrant powers with respect to the Warrants, which shall be held in escrow by the Put/Call Escrow Agent until their release upon the exercise of an Option;

3.2.2           Amendments to the insider letters previously executed by each Seller, in the form of Exhibits A-1 through A-2 hereto.

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3.2.3           An executed letter agreement addressed to the Share Escrow Agent, in the form attached hereto as Exhibit B, with respect to the transfer of the Transferred Shares upon the consummation of a Business Combination, along with appropriate stock powers to effectuate same;

3.2.4           Resignations as director and officer of the Company from Lawrence S. Coben, resignation as President of the Company from Ronald D. Ormand, and resignations as directors of the Company from Stephen N. Casati, Jon Shotz and Charles A. Norris;

3.2.5           Insider letters, in the form attached hereto as Exhibits C-1 through C-2, for each of the Investors (which shall include trust fund indemnity provisions and an acknowledgement by each Investor to become a party to the share escrow agreement (“Share Escrow Agreement”) with respect to his Transferred Shares);

3.2.6           A notice to the Company from the Sellers, in the form attached hereto as Exhibit D, with respect to the assignment of Sellers’ registration rights with respect to the Warrants, the shares of Common Stock underlying the warrants and the Transferred Shares;

3.2.7           An executed letter agreement, in the form attached hereto as Exhibit E, terminating the Company’s use of office space, administrative, technology and secretarial services, at 2925 Briarpark, Houston, Texas;

3.2.8           Irrevocable proxies with respect to voting of the Shares at a meeting of stockholders for the purpose of electing directors;

3.2.9           A certificate, signed by Coben, Ormand and the Chief Executive Officer of the Company, that (i) the Company has extinguished any and all liabilities, except for the liabilities set forth on Schedule 3.2 attached hereto and such liabilities known to the signatories as would not, when paid, reduce the Company’s out of trust cash balance below $315,000, (ii) the Company has a cash balance in its operating bank account outside of the trust account for working capital purposes of no less than $340,000, and (iii) the Company has not executed any definitive agreements, letters of intent or any other agreement or understanding with respect to any Business Combination which has not been abandoned prior to the date hereof;

3.2.10         A certificate, signed by the Chief Executive Officer of the Company, attaching resolutions adopted by the remaining directors following the resignations described in Section 3.2.4 hereto which (i) elect Sang-Chul Kim, David Jin Yoo, Seung Jung Ro and Jhong Won Kim as directors of the Company to fill the vacancies created by such resignations and (ii) appoint Sang-Chul Kim as Chairman and Co-Chief Executive Officer, Ronald D. Ormand as Co-Chief Executive Officer, and Yeon-su Kim as Secretary of the Company, respectively;

3.2.11         An opinion of Graubard Miller in form and substance reasonably acceptable to Investors and an opinion of Mintz Levin in form and substance reasonably acceptable to the Company;

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3.2.12         The Put/Call Escrow Agreement; and

3.2.13         Such other certificates, instruments and documents of transfer, if any, as may be necessary to consummate the transactions contemplated by this Agreement.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF SELLERS

Each of the Sellers, severally and jointly (except for Sections 4.1, 4.4(b), 4.5(b), 4.6, 4.10(b) and 4.15(b) (“Several Provisions”), which shall be made only severally), makes the representations and warranties contained in this Article 4 to Investors, intending that Investors rely on each of such representations and warranties in order to induce Investors to enter into and complete the transactions contemplated by this Agreement.

 4.1.           Authorization of Sellers. The execution, delivery and performance by each Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby are within each Seller's powers and have been duly authorized by all necessary action on the part of such Seller. This Agreement constitutes a valid and binding agreement of each Seller, enforceable against each Seller in accordance with its terms.

 4.2.           Company Authorization. This Agreement is the valid and binding obligation of the Company, enforceable in accordance with its terms.  The execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate or other action of the Company.  The issuance, sale and delivery of the shares of Common Stock issuable upon exercise of the Warrants have been duly authorized and reserved for issuance by all necessary corporate action on the part of the Company.  The shares of Common Stock issuable upon exercise of the Warrants, when issued, will be duly and validly issued, fully paid and non-assessable.

 4.3.           Corporate Existence and Power.  The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted.  The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary.

 4.4.           Governmental Authorization. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by (a) the Company and (b) each Seller, require no action by or in respect of, or filing with, any governmental body, agency, official or authority, domestic or foreign, other than compliance with any applicable requirements of the 1933 Act, the 1934 Act and any other applicable securities laws, whether state, federal or foreign.

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 4.5.           Non-contravention. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby by (a) the Company and (b) each Seller, do not and will not (i) contravene, conflict with, or result in a violation or breach of any provision of the certificate of incorporation or by-laws of the Company or any applicable law, statute, ordinance, rule, regulation, judgment, injunction, order or decree binding upon or applicable to such Seller or the Company, (ii) except as set forth in Schedule 4.5, contravene, conflict with, or result in a violation or breach of any provision of any written or oral agreement to which the Company or any Seller is a party, (iii)  except as set forth in Schedule 4.5, require any consent or other action by any Person under, constitute a default or an event that, with or without notice or lapse of time or both, could become a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Company or any Seller is entitled under any provision of any agreement or other instrument binding upon the Company or any Seller or any license, franchise, permit, certificate, approval or other similar authorization affecting the assets or business of any Seller or the Company, or (iv) result in the creation or imposition of any Lien on the Warrants or shares of Common Stock underlying the Warrants.

 4.6.           Title to Warrants and Shares. Subject to the terms and provisions of the Share Escrow Agreement and Subscription Agreement, each Seller has good and valid legal title to, and beneficial ownership of, the respective Shares and Warrants owned by him and full legal right and power to transfer and deliver the Transferred Shares and Warrants owned by him to Investors in the manner provided in this Agreement. Upon payment of the Purchase Price for the Warrants pursuant to the terms of this Agreement and the transfer of the Transferred Shares, Investors will receive good and valid legal title to, and full beneficial ownership of, the Warrants and Transferred Shares owned by such Seller, free and clear of all Liens, subject to the terms and provisions of the Share Escrow Agreement and the Subscription Agreement.

 4.7.           Capitalization. The authorized capital stock of the Company consists of 35,000,000shares of Common Stock, par value $0.0001per share, 12,165,837 of which shares are issued and outstanding, and 1,000,000shares of preferred stock, none of which shares are issued and outstanding.  All of the issued and outstanding shares of the Company’s capital stock have been duly authorized and validly issued and are fully paid and non-assessable and have been issued in compliance with applicable Federal and state securities laws.  Except as contemplated by this Agreement or as disclosed in the Company SEC Documents (i) no subscription, warrant, option, convertible security or other right (contingent or otherwise) to purchase or acquire any shares of capital stock of the Company is authorized or outstanding, (ii) there is not any commitment or offer of the Company to issue any subscription, warrant, option, convertible security or other such right or to issue or distribute to holders of any shares of its capital stock any evidences of indebtedness or assets of the Company, (iii) the Company has no obligation (contingent or otherwise) to purchase, redeem or otherwise acquire any shares of its capital stock or any interest therein or to pay any dividend or make any other distribution in respect thereof, and (iv) there are no restrictions on the transfer of the Company’s capital stock other than those arising from securities laws or contemplated in the Company SEC Documents.  Except as set forth in this Agreement or in the Company SEC Documents, no Person is entitled to (i) any preemptive or similar right with respect to the issuance of any capital stock of the Company, or (ii) any rights with respect to the registration of any capital stock of the Company under the 1933 Act.

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 4.8.           SEC Filings.   As of its filing date, as any such filing may have been amended prior to the date hereof, each Company SEC Document complied, as to form and content in all material respects with the applicable requirements of the 1933 Act and the 1934 Act, as the case may be, and did not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.

 4.9.           No Undisclosed Material Liabilities. Since September 30, 2008, there has been no material change in the financial condition of the Company.  Except as disclosed in the Company SEC Documents, there are no material liabilities or obligations of the Company of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than liabilities or obligations incurred in the ordinary course of business consistent with past practices since September 30, 2008or in connection with the transactions contemplated hereby.

 4.10.         Litigation.  There is no litigation or other administrative or judicial proceedings pending or threatened against (a) the Company or (b) that might endanger each Seller’s right to sell the Warrants owned by him to Investors or to transfer the Transferred Shares owned by him to the Investors. There are no judgments against (a) the Company or (b) against any Seller that might endanger such Seller’s right to sell the Warrants owned by him or to transfer the Transferred Shares owned by him to the Investors in accordance with the terms of this Agreement.

 4.11.         Employment, Consulting and Other Agreements.  No Seller nor any Affiliate of any Seller is a party to any employment agreement or consulting agreement with the Company, or to any other agreement which entitles such Seller or any of his Affiliates to payments from the Company.

 4.12.         Repayment of Loans. Each Seller hereby confirms that all loans made by him or his Affiliates to the Company and/or its Affiliates have been satisfied in full and no such Seller is due any further amounts from the Company or its Affiliates for any purpose.

 4.13.         Possession of Company Property.  Except as set forth on Schedule 4.13, no Seller is in possession of any Company property.

 4.14.         No Other Company Agreements.  No Seller has entered into any agreements on behalf of the Company except such agreements as have been fully performed or agreements that have been filed by the Company as exhibits to the Company SEC Documents.

 4.15.         Finders’ and Advisory Fees.  There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of (a) the Company or (b) any Seller, who might be entitled to any fee or commission from the Company or any Seller in connection with the transactions contemplated in this Agreement.

 4.16.         Recent Financial Transactions.  Attached hereto as Schedule 4.16 is a ledger of all payments made by the Company between September 30, 2008 and March 3, 2009.  This ledger was prepared from the books and records of the Company and represents all payments made by the Company during this time period.

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ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF INVESTORS

Investors severally make the representations and warranties contained in this Article 5 to the Company and Sellers intending that the Company and Sellers rely on each of such representations and warranties in order to induce the Company and Sellers to enter into and complete the transactions contemplated by this Agreement.

 5.1.           Authorization. The execution, delivery and performance by Investors of this Agreement and the consummation by Investors of the transactions contemplated hereby are within Investors’ power and have been duly authorized by all necessary action. This Agreement constitutes a valid and binding agreement of Investors, enforceable against Investors in accordance with its terms.

 5.2.           Governmental Authorization. The execution, delivery and performance by Investors of this Agreement and the consummation by Investors of the transactions contemplated hereby require no action by or in respect of, or filing with, any governmental body, agency, official or authority, domestic, or foreign, other than compliance with any applicable requirements of the 1933 Act, the 1934 Act and any other applicable securities laws, whether state, federal or foreign.

 5.3.           Investment Representations.

5.3.1  Acknowledgment.  Each Investor understands and agrees that the Warrants, the shares of common stock underlying the Warrants and the Transferred Shares have not been registered under the Securities Act or the securities laws of any state of the U.S. and that the sale of the Warrants and the transfer of the Transferred Shares will be effected in reliance upon one or more exemptions from registration afforded under the 1933 Act.

5.3.2  Status.  Each Investor represents and warrants to Sellers that such Investor is an “Accredited Investor” as defined in the rules promulgated under the 1933 Act.  Each Investor severally understands that the Warrants will be offered and sold to such Investor and the Transferred Shares transferred to such Investor in reliance upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth in this Agreement, in order that the Sellers may determine the applicability and availability of the exemptions from registration on which Sellers are relying.

5.3.3  Opinion.  No Investor will transfer any or all of the Warrants or Transferred Shares absent an effective registration statement under the Act and applicable state securities law covering the disposition of such Warrants, without first providing the Company with an opinion of counsel (which counsel and opinion are reasonably satisfactory to the Company) to the effect that such transfer will be exempt from the registration and the prospectus delivery requirements of the Act and the registration or qualification requirements of any applicable U.S. state securities laws.

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 5.4.           Review of Company SEC Documents.  Each Investor has reviewed the Company SEC Documents, including the exhibits thereto.

 5.5.           No Value of Warrants on Liquidation. Each Investor acknowledges and agrees that the Warrants will become worthless if no Business Combination is consummated and the Investors will have no recourse against Sellers as a result of such event.

 5.6.           Finders’ and Advisory Fees. There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of any Investor who might be entitled to any fee or commission from the Company in connection with the transactions contemplated in this Agreement.

ARTICLE 6

INDEMNIFICATION

 6.1.           Indemnification by Sellers. From and after the date of this Agreement, Sellers, severally and jointly (except with respect to the Several Provisions which shall be only severally), shall indemnify, defend and hold harmless Investors, the Company and their respective officers, directors, shareholders, employees, agents and Affiliates and their successors and assigns against any loss, claim, damage, cost, obligation, liability, penalty and expense, including all legal and other expenses reasonably incurred in connection with investigating or defending against any such loss, claim, damage, cost, obligation, liability, penalty or expense or action in respect of such matters (collectively referred to as “Indemnified Damages”), occasioned by, arising out of or resulting from any breach or default of any representation or warranty by, or covenant of, such Seller contained in this Agreement or any other agreement or certificate  provided for in this Agreement or arising out of, or resulting from, the operation of the Company by Sellers prior to the date hereof to the extent that such claim is not covered by directors' and officers' liability insurance maintained by the Company.

 6.2.           Indemnification by Investors. From and after the date of this Agreement, Investors shall indemnify, defend and hold harmless Sellers and their heirs, personal representatives, agents, successors, and Affiliates against any Indemnified Damages occasioned by, arising out of or resulting from any breach or default of any representation or warranty by, or covenant of, Investors contained in this Agreement or any other agreement provided for in this Agreement or arising out of, or resulting from, the operation of the Company by Investors after the date hereof to the extent that such claim is not covered by directors' and officers' liability insurance maintained by the Company.

 6.3.           Notice of Indemnification. Upon receipt by an indemnified party of notice of the commencement against it of any action involving a claim, such indemnified party, if a claim in respect of such action is to be made by it against any indemnifying party under this Article 6, shall promptly notify in writing the indemnifying party of such commencement.  In case any such action is brought against any indemnified party, and it notifies an indemnifying party of such commencement, the indemnifying party will be entitled to participate in the defense and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, assume the defense of the action, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense, the indemnifying party will not be liable to such indemnified party under this Article 6 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense other than reasonable costs of investigation.  Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the written consent of such indemnifying party.  The indemnifying party will not settle or compromise any claim or action without the written consent of the indemnified party (which consent shall not be unreasonably withheld).

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 6.4.           Charter Protections; Directors’ and Officers’ Liability Insurance.

6.4.1  All rights to indemnification for acts or omissions occurring through the date hereof now existing in favor of any of the Sellers as provided in the Company’s Amended and Restated Certificate of Incorporation and/or by-laws shall survive the execution of this Agreement and the Closing and shall continue in full force and effect in accordance with their terms.

6.4.2  For a period of either (i) six (6) years after the date hereof if the Company consummates a Business Combination or (ii) three (3) years after the date hereof if the Company dissolves and liquidates prior to the consummation of a Business Combination, the Company shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company (or policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous to the Sellers), with respect to claims arising from facts and events that occurred through the date hereof.

6.4.3  If the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Company assume the obligations set forth in this Section 6.4.

ARTICLE 7

COVENANTS

 7.1.           No Creation of Liens with Respect to Transferred Shares or Warrants. No Seller shall create or allow to be created any Liens with respect to the Transferred Shares or Warrants.

 7.2.           Release of Company and its Officers and Directors.   Sellers hereby release the Company and its officers, directors and shareholders from any claims they may have now or in the future, whether contractual, statutory or otherwise, against any of the Company, its officers, directors and shareholders relating to the Company or its securities, including but not limited to (i) the formation of the Company,  (ii) the operation of the Company (including agreements between the Sellers and the Company) and (iii) the dismissal of any Seller as an officer, director or employee of the Company, if applicable.  Notwithstanding the foregoing, nothing herein shall be construed as a waiver or release of (i) any claim for indemnification that any Seller may have against the Company regardless of whether such claim arises after the date hereof or (ii) any rights under this Agreement or any of the agreements executed in connection herewith.

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 7.3.           Assignment of Registration Rights.   Sellers hereby conditionally assign to Investors Sellers' rights and obligations under that certain Registration Rights Agreement dated as of December 6, 2007 among the Company and each of the parties executing a signature page thereto with respect to the Warrants, the shares of which stock underlying the Warrants and the Transferred Shares, but shall retain all such rights with respect to any Shares not being transferred to Sellers.

 7.4.           Delivery of Records.  Promptly after the request of Investors, Sellers shall deliver all of the Company’s organization documents, minute and stock record books and the corporate seal, books of account, general, financial, tax and personnel records, invoices, shipping records, supplier lists, correspondence and other documents, records and files and computer software and programs to Investors by delivering such documents to Mintz Levin Cohn Ferris Glovsky & Popeo, P.C. or to such other place as may be requested by Investors.  Sellers may retain copies of all of the foregoing.

 7.5.           Form 10-K.  Ormand agrees to remain as the Company’s Co-Chief Executive Officer and Chief Financial Officer until the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 is filed and to sign the certifications attached as exhibits 31 and 32 thereto in his capacities as Co-Chief Executive Officer and Chief Financial Officer.

 7.6.           Further Assurances. Each party agrees that it will execute and deliver, or cause to be executed and delivered, on or after the date of this Agreement, all such other documents and instruments as are reasonably required for the performance of such party’s obligations hereunder and will take all commercially reasonable actions as may be necessary to consummate the transactions contemplated hereby and to effectuate the provisions and purposes hereof.

ARTICLE 8

MISCELLANEOUS

 8.1.           Notices. All notices, demands or requests provided for or permitted to be given pursuant to this Agreement must be in writing and shall be delivered or sent, with the copies indicated, by personal delivery, facsimile (with confirmation and additional copy sent by overnight delivery service) or overnight delivery service (by a reputable international carrier) to the parties as follows (or at such other address as a party may specify by notice given pursuant to this Section):

To the Sellers:                                                                Lawrence S. Coben

c/o Tremisis Energy Acquisition Corporation II

40 West 22nd Street, Suite 11

New York, New York 10010

Facsimile: (212) 253-4047

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and

Ronald D. Ormand

2925 Briarpark, Suite 150-A

Houston, Texas  77042

Facsimile: (713) 963-5308

To the Company:                                                          Tremisis Energy Acquisition Corporation II

2925 Briarpark, Suite 150-A

Houston, Texas 77042

Attention: Ronald D. Ormand

Facsimile: (713) 963-5308

In either case, with a copy to:                                       Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, New York 10174

Attn: David Alan Miller, Esq.

Facsimile: (212) 818-8881

To Investors:                                                                  SoftForum Co., Ltd.

(135-270) 7th Floor, SoftForum B/D.

545-7 Dogok-Dong,

Gangnam-Gu, Seoul 135-270 S. Korea

Attention: Sang-Chul Kim, Chairman

Facsimile: +82-2-526-8474

With a copy to:                                                              Mintz Levin Cohn Ferris Glovsky & Popeo, P.C.

666 Third Avenue

New York, New York  10017

Attention:  Kenneth R. Koch, Esq.

Facsimile: (212) 983-3115

All notices shall be deemed given and received one business day after their delivery to the addresses for the respective party(ies), with the copies indicated, as provided in this Section.

 8.2.           Entire Agreement. This Agreement contains the sole and entire binding agreement among the parties hereto with respect to the subject matter hereof and supersedes any and all other prior written or oral agreements among them.

 8.3.           Amendment. No amendment or modification of this Agreement shall be valid unless in writing and duly executed by the parties affected by the amendment or modification.

 8.4.           Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective representatives, heirs, successors and permitted assigns.

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 8.5.           Waiver. Waiver by any party of any breach of any provision of this Agreement shall not be considered as or constitute a continuing waiver or a waiver of any other breach of the same or any other provision of this Agreement.

 8.6.           Captions. The captions contained in this Agreement are inserted only as a matter of convenience or reference and in no way define, limit, extend or describe the scope of this Agreement or the intent of any of its provisions.

 8.7.           Construction. In the construction of this Agreement, whether or not so expressed, words used in the singular or in the plural, respectively, include both the plural and the singular and the masculine, feminine and neuter genders include all other genders.  Since all parties have engaged in the drafting of this Agreement, no presumption of construction against any party shall apply.

 8.8.           Section References. All references contained in this Agreement to Sections shall be deemed to be references to Sections of this Agreement, except to the extent that any such reference specifically refers to another document.  All references to Sections shall be deemed to also refer to all subsections of such Sections, if any.

 8.9.           Severability. In the event that any portion of this Agreement is illegal or unenforceable, it shall affect no other provisions of this Agreement, and the remainder of this Agreement shall be valid and enforceable in accordance with its terms.

 8.10.         Assignment. Neither this Agreement nor any rights under this Agreement may be assigned by any party without the written consent of all other parties; provided, however, Investors may assign this Agreement to an Affiliate or Affiliates of Investors.

 8.11.         Governing Law. This Agreement and the interpretation of its terms shall be governed by the laws of the State of New York, without application of conflicts of law principles.

 8.12.         Attorneys’ Fees. The Company and the Investors shall pay their respective attorneys’ fees and expenses for the negotiation and preparation of this Agreement and the other agreements contemplated by this Agreement.

 8.13.         Public Disclosure. No party to this Agreement shall make any public disclosure or publicity release pertaining to the existence of the subject matter contained in this Agreement without notifying and consulting with the other parties; provided, however, that notwithstanding the foregoing, each party shall be permitted to make required filings with the Securities and Exchange Commission.  With respect to the press release and Form 8-K to be filed in connection with this transaction, the Company shall provide the Sellers and Investors with a copy of such release in advance and a reasonable opportunity to comment thereon.

 8.14.         Currency. All monetary amounts in this Agreement are stated in United States dollars ($) and shall be paid in that currency. No changes shall be made in any of such amounts based upon changes in the value of the United States dollar against any other currency.

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 8.15.         Execution in Counterparts; Facsimile Signatures.  This Agreement and any amendment, waiver or consent hereto may be executed by the parties hereto in separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument. All such counterparts may be delivered among the parties hereto by facsimile or other electronic transmission, which shall not affect the validity thereof.

 8.16.         Trust Fund Waiver.  Each of SoftForum Co. Ltd. and Sang-Chul Kim hereby waives any right, title, interest or claim of any kind in or to any monies in the Company’s trust account (“Claim”), and each of SoftForum Co. Ltd. and Sang-Chul Kim waives any Claim it may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse against the trust fund for any reason whatsoever.

[SIGNATURES ON FOLLOWING PAGES]

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The parties have executed this Agreement as of the date set forth above.

SELLERS:

/s/ Lawrence S. Coben 

Lawrence S. Coben

/s/ Ronald D. Ormand

Ronald D. Ormand

/s/ Stephen N. Casati 

Stephen N. Casati

/s/ Jon Schotz 

Jon Schotz

/s/ Charles A. Norris

Charles A. Norris

/s/ Bill Armstrong

Bill Armstrong

OLYMPUS CAPITAL INVESTMENT, LLC
By:	/s/ Dean Vanech
	Dean Vanech, Member
/s/ Jerry Doren
Jerry Doren
/s/ Owen Coleman
Owen Coleman
/s/ Bill Goldstein
Bill Goldstein
/s/ Trevor Wilson
Trevor Wilson
/s/ David A. Preiser
David A. Preiser
/s/ Brian McInerney
Brian McInerney

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/s/ Richard Kassar 

Richard Kassar

/s/ David Levine 

David Levine

/s/ Jim Land 

Jim Land

/s/ Jonathan Jacobs 

Jonathan Jacobs

/s/ Gary C. Evans 

Gary C. Evans

COMPANY:
TREMISIS ENERGY ACQUISITION CORPORATION II
By:	/s/ Lawrence S. Coben
Name:	Lawrence S. Coben
Title:	Chief Executive Officer
INVESTORS:
SOFTFORUM CO., LTD.
By:	/s/ Sang-Chul Kim
Name:	Sang-Chul Kim
Title:	Chairman
/s/ Sang-Chul Kim
Sang-Chul Kim

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EX-10.2

ESCROW AGREEMENT

ESCROW AGREEMENT (“Agreement”) dated March 13, 2009 by and among TREMISIS ENERGY ACQUISITION CORPORATION II, a Delaware corporation (“Tremisis”),LAWRENCE S. COBEN, RONALD D. ORMAND, JON SCHOTZ, CHARLES A. NORRIS, STEPHEN N. CASATI, BILL GOLDSTEIN, OLYMPUS CAPITAL INVESTMENT, LLC, JERRY DOREN, OWEN COLEMAN, BILL ARMSTRONG, TREVOR WILSON, BRIAN MCINERNEY, RICHARD KASSAR, DAVID LEVINE, JIM LAND, DAVID A. PREISER, GARY EVANS AND JONATHAN JACOBS (each a “Stockholder” and collectively, the “Stockholders”),  SOFTFORUM CO., LTD. AND SANG-CHUL KIM (each an “Investor” and collectively, the “Investors”) and GRAUBARD MILLER, as escrow agent (the “Escrow Agent”).

Tremisis, the Stockholders and the Investors are parties to an Agreement dated as of March 13, 2009 (the “Put/Call Agreement”) pursuant to which the Stockholders will have the option to sell to the Investors and the Investors will have the option to purchase from the Stockholders 2,650,000 warrants to purchase shares of common stock, par value $0.0001 per share (the “Common Stock”), of Tremisis (the “Warrants”) upon the earlier of (i) Tremisis’ consummation of a Business Combination (defined in the Put/Call Agreement), (ii) Tremisis’ liquidation of its trust account and (iii) December 31, 2009, all upon the terms and subject to the conditions set forth in the Put/Call Agreement.  Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in the Put/Call Agreement.

Pursuant to the Put/Call Agreement, (i) the purchase price to be paid by the Investors to the Stockholders in exchange for the Warrants and (ii) the Warrants to be purchased by the Investors, together with duly executed warrant powers, are to be held in escrow subject to the terms of this Agreement.

The parties agree as follows:

1.           (a)           Concurrently with the execution hereof, (i) the Stockholders are delivering to the Escrow Agent certificates representing the Warrants issued in the name of each Stockholder, together with duly executed warrant powers to enable the transfer of such Stockholders’ Warrants to the extent required pursuant to the terms hereof and (ii) the Investors are delivering to Escrow Agent the Purchase Price (together, the “Escrow Fund”), all of which shall be held in escrow pursuant to the terms of this Agreement.

(b)           The Escrow Agent hereby agrees to act as escrow agent and to hold, safeguard and disburse the Escrow Fund pursuant to the terms and conditions hereof.  It shall treat the Escrow Fund as a trust fund in accordance with the terms of this Agreement and not as the property of Tremisis. The Escrow Agent’s duties hereunder shall terminate upon its distribution of the Warrants, warrant powers and Purchase Price in the Escrow Fund in accordance with this Agreement.

(c)           During the Escrow Period, all interest earned on the Purchase Price held in the Escrow Fund shall be delivered to the Escrow Agent to hold as part of the Escrow Fund in accordance with the terms hereof.

(d)           During the Escrow Period, no sale, transfer or other disposition may be made of any or all of the Warrants except (i) to a Stockholder’s members or shareholders upon its liquidation, (ii) by bona fide gift to a member of a Stockholder’s immediate family or to a trust, the beneficiary of which is a Stockholder or a member of a Stockholder’s immediate family, (iii) by virtue of the laws of descent and distribution upon death of any Stockholder or (iv) pursuant to a qualified domestic relations order.  In connection with and as a condition to each permitted transfer, the transferee shall deliver to the Escrow Agent an assignment form executed by the transferring Stockholder, or where applicable, an order of a court of competent jurisdiction or death certificate, evidencing the transfer of Warrants to the transferee, together with a warrant power and an agreement to be bound by this Agreement executed by the transferee.  Upon receipt of such documents, the Escrow Agent shall deliver to Tremisis’ warrant agent the original warrant certificate out of which the assigned Warrants are to be transferred, together with the executed assignment forms executed by the transferring Stockholder, or a copy of the applicable court order or death certificate, and shall request that Tremisis’ warrant agent issue new certificates representing (A) the number of Warrants, if any, that continue to be owned by the transferring Stockholder, and (B) the number of Warrants owned by the transferee as the result of such transfer.  Tremisis, the transferring Stockholder and the transferee shall cooperate in all respects with the Escrow Agent in documenting each such transfer and in effectuating the result intended to be accomplished thereby.  After any Warrant is transferred pursuant to this paragraph, such Warrant so transferred will continue to be held by the Escrow Agent in accordance with the terms of this Agreement.  During the Escrow Period, no Owner (defined below) shall pledge or grant a security interest in such Owner’s Warrants included in the Escrow Fund or grant a security interest in such Owner’s rights thereto under this Agreement.  The Stockholders and all transferees are herein referred to collectively as the “Owners.”

2.           (a)           Upon receipt by the Escrow Agent after the Option Trigger of either (i) notice of exercise of a Call Option from the Investors or (ii) notice of exercise of a Put Option from the Stockholders without any notice from the Investors stating that the Stockholders have breached the representations and warranties contained in Section 4.6 of the Put/Call Agreement (a “Breach Notice”), then within two business days of such receipt, the Escrow Agent shall deliver (x) the Purchase Price, plus the interest earned thereon, to the Stockholders and (y) the Warrants and warrant powers to the Investors.

(b)           Upon receipt by the Escrow Agent of a Breach Notice, countersigned by the Stockholders, the Escrow Agent shall deliver (i) the Purchase Price, plus interest earned thereon, to the Investors and (ii) the Warrants and warrant powers to the Stockholders.

(c)           Upon receipt by the Escrow Agent after the Option Trigger of either (i) notice of exercise of a Put Option from the Stockholders and a subsequent Breach Notice or (ii) a Breach Notice not countersigned by the Stockholders, then a dispute shall be deemed to exist, which dispute shall be governed by paragraph (d) below.

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(d)           If there is a dispute between the Stockholders and Investors in connection with paragraph (c) of this Section 2, the dispute shall be submitted (and either party may submit such dispute) for arbitration before a single arbitrator in New York, New York, in accordance with the commercial arbitration rules of the American Arbitration Association then in effect.  The Stockholders and Investors shall attempt to agree upon an arbitrator; if they shall be unable to agree upon an arbitrator within 10 days after the dispute is submitted for arbitration, then either the Stockholders or Investors, upon written notice to the other, may apply for appointment of such single arbitrator by the American Arbitration Association in accordance with its rules.  Each party shall pay the fees and expenses of counsel used by it and 50% of the fees and expenses of the arbitrator and of other expenses of the arbitration.  The arbitrator shall render his decision within 90 days after his appointment and may award costs to either the Stockholders or Investors if, in his sole opinion reasonably exercised, the claims made by any other party had no reasonable basis and were arbitrary and capricious. Such decision and award shall be in writing and shall be final and conclusive on the parties, and counterpart copies thereof shall be delivered to each of the parties. Judgment may be obtained on the decision of the arbitrator so rendered in any court having jurisdiction and may be enforced in any such court. If the arbitrator shall fail to render his decision or award within such 90-day period, either the Stockholders or Investors may apply to any New York state court sitting in New York County, New York, or any federal court sitting in such county then having jurisdiction, by action, proceeding or otherwise, as may be proper to determine the matter in dispute consistently with the provisions of this Agreement.  Each of the Stockholders and Investors consents to the exclusive jurisdiction of the New York state courts sitting in New York County or any federal court having jurisdiction and sitting in such county for this purpose. The prevailing party (or either party, in the case of a decision or award rendered in part for each party) shall send a copy of the arbitration decision or of any judgment of the court to the Escrow Agent.

3.           The Escrow Agent, Tremisis, the Stockholders and the Investors shall cooperate in all respects with one another in implementing the procedures necessary to effect the release of the Warrants and Purchase Price in accordance with this Agreement.

4.           (a)           The Escrow Agent undertakes to perform only such duties as are expressly set forth herein.  It is understood that the Escrow Agent is not a trustee or fiduciary and is acting hereunder merely in a ministerial capacity.

(b)           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 protected in acting upon any order, notice, demand, certificate, 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, termination or rescission of this Agreement 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.

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(c)           The Escrow Agent’s sole responsibility upon receipt of any notice pursuant to the terms of this Agreement is to release the Warrants and Purchase Price that is the subject of such notice and the Escrow Agent shall have no duty to determine the validity, authenticity or enforceability of any specification or certification made in such notice.

(d)           The Escrow Agent shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, and may consult with counsel of its own choice and shall have full and complete authorization and indemnification under Section 4(g), below, for any action taken or suffered by it hereunder in good faith and in accordance with the opinion of such counsel.

(e)           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 hereinafter provided.  Such resignation shall become effective at such time that the Escrow Agent shall turn over the Escrow Fund to a successor escrow agent appointed jointly by the Stockholders and the Investors.  If no new escrow agent is so appointed within the 60-day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Fund with any court it reasonably deems appropriate.

(f)           In the event of a dispute between the parties as to the proper disposition of the Escrow Fund, the Escrow Agent shall be entitled (but not required) to deliver the Escrow Fund to any court in the State of New York or the United States District Court for the Southern District of New York and, upon giving notice to Tremisis, the Stockholders and the Investors of such action, shall thereupon be relieved of all further responsibility and liability.

(g)           The Escrow Agent shall be indemnified and held harmless jointly and severally by Tremisis, the Stockholders and the Investors from and against any expenses, including counsel 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 Fund 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 commencement 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 discretion, may commence an action in the nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Fund in question or it may deposit the Escrow Fund with the clerk of any appropriate court and be relieved of any liability with respect thereto or it may retain the Escrow Fund 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 circumstances the Warrants and Purchase Price in the Escrow Fund are to be disbursed and delivered.

4

(h)           The Escrow Agent shall be entitled to reimbursement from Tremisis for all reasonable documented expenses paid or incurred by it in the administration of its duties hereunder including, but not limited to, any taxes or other governmental charges.  Notwithstanding the foregoing, the Escrow Agent shall not be entitled to any fees for its own services rendered under the Escrow Agreement.

(i)           From time to time on and after the date hereof, Tremisis, the Stockholders and the Investors shall deliver or cause to be delivered to the Escrow Agent such further documents and instruments 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 Agreement, to evidence compliance herewith or to assure itself that it is protected in acting hereunder.

(j)           Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross negligence or its own willful misconduct.

5.           This Agreement expressly sets forth all the duties of the Escrow Agent with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against the Escrow Agent. The Escrow Agent shall not be bound by the provisions of any agreement among the parties hereto except this Agreement and shall have no duty to inquire into the terms and conditions of any agreement made or entered into in connection with this Agreement, including, without limitation, the Put/Call Agreement.

6.           This Agreement shall inure to the benefit of and be binding upon the parties and their respective heirs, successors, assigns and legal representatives, shall be governed by and construed in accordance with the law of New York applicable to contracts made and to be performed therein.  This Agreement cannot be changed or terminated except by a writing signed by Tremisis, the Stockholders, the Investors and the Escrow Agent.

7.           This Agreement shall not create any fiduciary duty on Escrow Agent’s part to any of the Tremisis, the Stockholders or the Investors, nor disqualify Escrow Agent from representing Tremisis or any of its affiliates in any dispute with any Stockholder or Investor, including any dispute with respect to this Agreement.

8.           Tremisis, each Stockholder and each Investor hereby consents to the exclusive jurisdiction of the New York state courts sitting in New York County and federal courts sitting in such county with respect to any claim or controversy arising out of this Agreement.   Service of process in any action or proceeding brought against any party in respect of any such claim or controversy may be made upon it by registered mail, postage prepaid, return receipt requested, at the address specified in Section 9.

5

9.           All notices and other communications under this Agreement shall be in writing and shall be deemed given if given by hand or delivered by nationally recognized overnight carrier, or if given by telecopier and confirmed by mail (registered or certified mail, postage prepaid, return receipt requested), to the respective parties as follows:

To the Stockholders:                                                      Lawrence S. Coben

c/o Tremisis Energy Acquisition

Corporation II

40 West 22nd Street, Suite 11

New York, New York 10010

Facsimile: (212) 253-4047

and

Ronald D. Ormand

2925 Briarpark, Suite 150-A

Houston, Texas  77042

Facsimile: (713) 963-5308

To Tremisis:                                                                  Tremisis Energy Acquisition Corporation II

2925 Briarpark, Suite 150-A

Houston, Texas 77042

Attention: Ronald D. Ormand

Facsimile: (713) 963-5308

In either case, with a copy to:                                       Graubard Miller

The Chrysler Building

405 Lexington Avenue

New York, New York 10174

Attn: David Alan Miller, Esq.

Facsimile: (212) 818-8881

To Investors:                                                                  SoftForum Co., Ltd.

(135-270) 6~7FL, SoftForum B/D.

545-7 Dogok-Dong,

Gangnam-Gu, Seoul 135-270 S. Korea

Attention: Sang-Chul Kim, Chairman

Facsimile: +82-2-526-8474

With a copy to:                                                              Mintz Levin Cohn Ferris Glovsky &

Popeo, P.C.

666 Third Avenue

New York, New York  10017

Attention:  Kenneth R. Koch, Esq.

Facsimile: (212) 983-3115

6

To the Escrow Agent, to it at:

Graubard Miller

405 Lexington Avenue

New York, New York 10174

Attention: David Alan Miller, Esq.

Facsimile: 212-818-8881

or to such other person or address as any of the parties hereto shall specify by notice in writing to all the other parties hereto.

(a)           All notices delivered to the Escrow Agent shall refer to the provision of this Agreement under which such notice is being delivered.

(b)           This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original instrument and all of which together shall constitute a single agreement.

[Remainder of page intentionally left blank. Signature pages to follow.]

7

IN WITNESS WHEREOF, each of the parties hereto has duly executed this Agreement on the date first above written.

SELLERS:
/s/ Lawrence S. Coben
Lawrence S. Coben
/s/ Ronald D. Ormand
Ronald D. Ormand
/s/ Stephen N. Casati
Stephen N. Casati
/s/ Jon Schotz
Jon Schotz
/s/ Charles A. Norris
Charles A. Norris
/s/ Bill Armstrong
Bill Armstrong
OLYMPUS CAPITAL INVESTMENT, LLC
By:	/s/ Dean Vanech
	Dean Vanech, Member

/s/ Jerry Doren

Jerry Doren

/s/ Owen Coleman

Owen Coleman

/s/ Bill Goldstein

Bill Goldstein

/s/ Trevor Wilson

Trevor Wilson

/s/ David A. Preiser

David A. Preiser

/s/ Brian McInerney

Brian McInerney

[Signature Page - Escrow Agreement]

/s/ Richard Kassar
Richard Kassar
/s/ David Levine
David Levine
/s/ Jim Land
Jim Land
/s/ Jonathan Jacobs
Jonathan Jacobs
/s/ Gary C. Evans
Gary C. Evans
COMPANY:
TREMISIS ENERGY ACQUISITION  CORPORATION II
By:	/s/ Lawrence S. Coben
Name:	Lawrence S. Coben
Title:	Chief Executive Officer
INVESTORS:
SOFTFORUM CO., LTD.
By:	/s/ Sang-Chul Kim
Name:	Sang-Chul Kim
Title:	Chairman
/s/ Sang-Chul Kim
Sang-Chul Kim
ESCROW AGENT:
GRAUBARD MILLER
By:	/s/ Jeffrey M. Gallant
Name:	Jeffrey M. Gallant
Title:	Partner

[Signature Page - Escrow Agreement]

SCHEDULE 1

Name of Stockholder	Number of Warrants		Cash to be Received upon Option Exercise (Before Any Reduction and Not Including Interest) ($)
Lawrence S. Coben		450,000		356,603.77
Ronald D. Ormand		450,000		356,603.77
Jon Schotz		250,000		198,113.21
Charles A. Norris		250,000		198,113.21
Bill Armstrong		112,500		89,150.94
Olympus Capital Investment, LLC		100,000		79,245.28
Jerry Doren		75,000		59,433.96
Owen Coleman		75,000		59,433.96
Bill Goldstein		75,000		59,433.96
Trevor Wilson		75,000		59,433.96
David A. Preiser		50,000		39,622.64
Brian McInerney		37,500		29,716.98
Richard Kassar		37,500		29,716.98
David Levine		37,500		29,716.98
Jim Land		37,500		29,716.98
Jonathan Jacobs		37,500		29,716.98
Gary C. Evans		500,000		396,226.42

EX-10.3

March 13, 2009       

Continental Stock Transfer & Trust Company

17 Battery Place

New York, NY  10004

Attn: Steven Nelson

Re:  Proposed Transfer of Certain Shares of Common Stock of

Tremisis Energy Acquisition Corporation II

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

Very truly yours,

INITIAL STOCKHOLDERS:

/s/ Lawrence S. Coben

Lawrence S. Coben

/s/ Ronald D. Ormand

Ronald D. Ormand

/s/ Jon Schotz

Jon Schotz

/s/ Charles A. Norris

Charles A. Norris

/s/ Stephen N. Casati

Stephen N. Casati

/s/ Bill Goldstein

Bill Goldstein

/s/ Dean Vanech

Dean Vanech

/s/ Jerry Doren

Jerry Doren

/s/ Owen Coleman

Owen Coleman

[Signature Page - Transfer Shares Release Letter]

/s/ Bill Armstrong

Bill Armstrong

/s/ Trevor Wilson

Trevor Wilson

/s/ Brian McInerney

Brian McInerney

/s/ Richard Kassar

Richard Kassar

/s/ David Levine

David Levine

/s/ Jim Land

Jim Land

/s/ David A. Preiser

David A. Preiser

/s/ Gary C. Evans

Gary C. Evans

/s/ Jonathan Jacobs

Jonathan Jacobs

The undersigned acknowledge and consent to the foregoing terms.

THE COMPANY:

TREMISIS ENERGY ACQUISITION CORPORATION II

By:	/s/ Lawrence S. Coben
	Name:	Lawrence S. Coben
	Title:	Chief Executive Officer

ESCROW AGENT:

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

By:	/s/ Alexandra Albrecht
	Name:	Alexandra Albrecht
	Title:	Vice President

[Signature Page - Transfer Shares Release Letter]

Schedule A

Name of Stockholder	Escrow Shares		Transfer Shares
Lawrence S. Coben		827,726		794,187
Ronald D. Ormand		827,726		794,187
Jon Schotz		144,822		138,391
Charles A. Norris		144,822		138,391
Stephen N. Casati		19,322		18,528
Bill Armstrong		42,185		40,451
Dean Vanech		37,500		35,959
Jerry Doren		28,125		26,969
Owen Coleman		28,125		26,969
Bill Goldstein		28,125		26,969
Trevor Wilson		28,125		26,969
David A. Preiser		18,750		17,979
Brian McInerney		14,063		13,485
Richard Kassar		14,063		13,485
David Levine		14,063		13,485
Jim Land		14,063		13,485
Jonathan Jacobs		14,063		13,485
Gary C. Evans		187,500		179,794

EX-10.4

March 13, 2009

Tremisis Energy Acquisition Corporation II

2925 Briarpark, Suite 150-A

Houston, TX 77042

Attention: Ronald D. Ormand

Each of the Investors

set forth in Schedule A

c/o SoftForum Co., Ltd.

(135-270) 7th Floor, SoftForum B/D.

545-7 Dogok-Dong,

Gangnam-Gu, Seoul 135-270 S. Korea

Attention: Sang-Chul Kim, Chairman

Dear Sirs:

Pursuant to that certain Registration Rights Agreement (the “RRA”), dated as of December 6, 2007, by and among Tremisis Energy Acquisition Corporation II, a Delaware Corporation (the “Company”), and the respective undersigned parties (each, individually, a “Stockholder”, and collectively, the “Stockholders”), the Company has granted the Stockholders certain registration rights (the “Registration Rights”) with respect to (a) the shares (the “Warrant Shares”) of common stock of the Company underlying warrants (the “Warrants”) purchased by the Stockholders under the terms of certain Warrant Subscription Agreements (the “Agreements”), by and between the Company and each respective Stockholder, and (b) the shares of common stock (the “Insider Shares”, and together with the Warrant Shares, the “Registrable Securities”) purchased by the Stockholders from the Company prior to the Company’s initial public offering.

The Stockholders have executed an agreement (the “Put/Call Agreement”) of even date herewith pursuant to which the parties have granted each other put and call options by which the Stockholders may sell the Warrants and transfer, for no consideration, certain of the Insider Shares to the investors set forth in Schedule A attached hereto (the “Investors”), in the amounts identified in Schedule A upon consummation of a Business Combination (defined in the RRA).  In connection with the potential sale of the Warrants and transfer of certain of the Insider Shares upon consummation of a Business Combination, the Stockholders desire to assign their Registration Rights conditionally with respect to the Warrants and Insider Shares that may be sold and transferred to the Investors in accordance with Section 6.2 of the RRA, and the Company has agreed to consent to such assignment. Accordingly, upon consummation of a Business Combination and subsequent sale of Warrants and transfer of Insider Shares, the Stockholders’ Registration Rights with respect to such securities shall be assigned to the Investors.  The Stockholders shall maintain their Registration Rights with respect to any Insider Shares not transferred to the Investors.  Until the Warrants and Insider Shares are transferred in accordance with the Put/Call Agreement, the Registration Rights will not be assigned by the Stockholders to the Investors.  Upon consummation of a Business Combination and sale of the Warrants and transfer of Insider Shares, the Investors shall become parties to the RRA and the parties thereto hereby consent to amend such RRA at that time such that the Investors shall have all the benefits of the Stockholders with respect to the transferred Warrants and the Registrable Securities under the RRA as if they were original parties thereto.

This letter serves as each Stockholder’s irrevocable assignment of the Registration Rights, and the Company’s consent to such assignment.

[Signatures on next page.]

Very truly yours,

SELLERS:

/s/ Lawrence S. Coben

Lawrence S. Coben

/s/ Ronald D. Ormand

Ronald D. Ormand

/s/ Jon Schotz

Jon Schotz

/s/ Charles A. Norris

Charles A. Norris

/s/ Stephen N. Casati

Stephen N. Casati

/s/ Bill Goldstein

Bill Goldstein

/s/ Dean Vanech

Dean Vanech

/s/ Dean Vanech

Olympus Capital Investment, LLC

By: Dean Vanech

Its: Member

/s/ Jerry Doren

Jerry Doren

/s/ Owen Coleman

Owen Coleman

[Signature Page - Registration Rights Assignment Letter]

/s/ Bill Armstrong

Bill Armstrong

/s/ Trevor Wilson

Trevor Wilson

/s/ Brian McInerney

Brian McInerney

/s/ Richard Kassar

Richard Kassar

/s/ David Levine

David Levine

/s/ Jim Land

Jim Land

/s/ David A. Preiser

David A. Preiser

/s/ Gary C. Evans

Gary C. Evans

/s/ Jonathan Jacobs

Jonathan Jacobs

The undersigned acknowledges and consents to the foregoing terms.

COMPANY:

TREMISIS ENERGY ACQUISITION CORPORATION II

By:	/s/ Lawrence S. Coben
	Name: Lawrence S. Coben
	Title: Chief Executive Officer

[Signature Page - Registration Rights Assignment Letter]

Schedule A

Seller	Insider Shares		Warrants
Lawrence S. Coben		794,187		450,000
Ronald D. Ormand		794,187		450,000
Jon Schotz		138,391		250,000
Charles A. Norris		138,391		250,000
Stephen N. Casati		18,528		-
Bill Goldstein		26,969		75,000
Dean Vanech		35,959		-
Olympus Capital Investment, LLC		-		100,000
Jerry Doren		26,969		75,000
Owen Coleman		26,969		75,000
Bill Armstrong		26,969		112,500
Trevor Wilson		13,485		75,000
Brian McInerney		13,485		37,500
Richard Kassar		13,485		37,500
David Levine		13,485		37,500
Jim Land		13,485		37,500
David A. Preiser		17,979		50,000
Gary C. Evans		179,794		500,000
Jonathan Jacobs		13,485		37,500

EX-10.5

March 13, 2009

Tremisis Energy Acquisition Corporation II

2925 Briarpark, Suite 150-A

Houston, TX 77042

Gentlemen:

The undersigned, as a condition to the consummation of the transactions contemplated by that certain agreement (the “Put/Call Agreement”), dated the date hereof, by and among Tremisis Energy Acquisition Corporation II (“Company”), Lawrence S. Coben, Ronald D. Ormand, Jon Schotz, Charles A. Norris, Stephen N. Casati, Bill Goldstein, Dean Vanech, Olympus Capital Investment, LLC, Jerry Doren, Owen Coleman, Bill Armstrong, Trevor Wilson, Brian McInerney, Richard Kassar, David Levine, Jim Land, David A. Preiser, Gary C. Evans, Jonathan Jacobs (collectively, the “Sellers”), the undersigned and Sang-Chul Kim, hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):

1.           In the event that the Company fails to consummate a Business Combination within 24 months from the effective date (“Effective Date”) of the registration statement relating to the Company’s initial public offering of securities (“IPO”), the undersigned will (i) cause the trust fund established in connection with the Company’s IPO (the “Trust Fund”) to be liquidated and distributed to the holders of IPO Shares and (ii) take all reasonable actions within its power to cause the Company to liquidate as soon as reasonably practicable. The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net assets of the Company as a result of such liquidation (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. In the event of the liquidation of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) that the Company may become subject as a result of any claim by any vendor or other person who is owed money by the Company for services rendered or products sold or contracted for, or by any target business, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount in the Trust Fund.

2.           In order to minimize potential conflicts of interest that may arise from multiple affiliations, the undersigned agrees to present to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing contractual obligations the undersigned might have.

3.           The undersigned acknowledges and agrees that the Company will not consummate any Business Combination that involves a company that is affiliated with any of the Insiders unless the Company obtains an opinion from an independent investment banking firm reasonably acceptable to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the underwriters of the Company’s IPO, that the Business Combination is fair to the Company’s stockholders from a financial perspective.

4.           Neither the undersigned nor any affiliate (“Affiliate”) of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of the Business Combination; provided that the undersigned shall be entitled to reimbursement from the Company for its out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

5.           Neither the undersigned nor any Affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned or any Affiliate of the undersigned originates a Business Combination.

6.           The undersigned acknowledges and agrees that any Insider Shares that may be transferred to it upon consummation of a Business Combination pursuant to the Put/Call Agreement will continue to be held in escrow until one year after the consummation by the Company of such Business Combination, subject to the terms of that certain Stock Escrow Agreement, dated as of December 6, 2007 by and among the Company, the Sellers and Continental Stock Transfer & Trust Company.

7.           The undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement and to serve as a Director of the Company.

8.           The undersigned hereby waives its right to exercise conversion rights with respect to any shares of the Company’s common stock owned or to be owned by the undersigned, directly or indirectly, and agrees that it will not seek conversion with respect to such shares in connection with any vote to approve a Business Combination.

9.           In the event that the Company does not consummate a Business Combination and must liquidate, and its remaining net assets are insufficient to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not to seek repayment for such expenses.

10.           This letter agreement may not be amended or modified without the prior consent of Ronald D. Ormand, as representative of the Sellers. This letter agreement shall be governed by and construed and enforced 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. The undersigned hereby (i) agrees that any action, proceeding or claim against it arising out of or relating in any way to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum and (iii) irrevocably agrees to appoint Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as agent for the service of process in the State of New York to receive, for the undersigned and on its behalf, service of process in any Proceeding. If for any reason such agent is unable to act as such, the undersigned will promptly notify the Company and the Underwriters and appoint a substitute agent acceptable to the Company within 30 days and nothing in this letter agreement will affect the right of either party to serve process in any other manner permitted by law.

11.           As used herein, (i) a “Business Combination” shall mean an acquisition by merger, capital stock exchange, asset or stock acquisition, reorganization or otherwise, of an operating business; (ii) “Insiders” shall mean all former and current officers and directors of the Company and all stockholders of the Company that acquired shares of Common Stock of the Company prior to the IPO, or, if after the IPO, in a private transfer from another former or current officer or director of the Company, or from a stockholder that purchased such shares of Common Stock prior to the IPO; (iii) “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO or, if acquired after the IPO, in a private transfer from another Insider; and (iv) “IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO.

SOFTFORUM CO., LTD.

/s/ Sang-Chul Kim

By: Sang-Chul Kim

Its:

EX-10.6

March 13, 2009

Tremisis Energy Acquisition Corporation II

2925 Briarpark, Suite 150-A

Houston, TX 77042

Gentlemen:

The undersigned, as a condition to the consummation of the transactions contemplated by that certain agreement (the “Put/Call Agreement”), dated the date hereof, by and among Tremisis Energy Acquisition Corporation II (“Company”), Lawrence S. Coben, Ronald D. Ormand, Jon Schotz, Charles A. Norris, Stephen N. Casati, Bill Goldstein, Dean Vanech, Olympus Capital Investment, LLC, Jerry Doren, Owen Coleman, Bill Armstrong, Trevor Wilson, Brian McInerney, Richard Kassar, David Levine, Jim Land, David A. Preiser, Gary C. Evans, Jonathan Jacobs (collectively, the “Sellers”), the undersigned and SoftForum Co., Ltd., hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 12 hereof):

1.           In the event that the Company fails to consummate a Business Combination within 24 months from the effective date (“Effective Date”) of the registration statement relating to the Company’s initial public offering of securities (“IPO”), the undersigned will (i) cause the trust fund established in connection with the Company’s IPO (the “Trust Fund”) to be liquidated and distributed to the holders of IPO Shares and (ii) take all reasonable actions within his power to cause the Company to liquidate as soon as reasonably practicable. The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net assets of the Company as a result of such liquidation (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever. In the event of the liquidation of the Trust Fund, the undersigned agrees to indemnify and hold harmless the Company against any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) that the Company may become subject as a result of any claim by any vendor or other person who is owed money by the Company for services rendered or products sold or contracted for, or by any target business, but only to the extent necessary to ensure that such loss, liability, claim, damage or expense does not reduce the amount in the Trust Fund.

2.           In order to minimize potential conflicts of interest that may arise from multiple affiliations, the undersigned agrees to present to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the undersigned ceases to be an officer or director of the Company, subject to any pre-existing fiduciary and contractual obligations the undersigned might have.

3.           The undersigned acknowledges and agrees that the Company will not consummate any Business Combination that involves a company that is affiliated with any of the Insiders unless the Company obtains an opinion from an independent investment banking firm reasonably acceptable to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the underwriters of the Company’s IPO, that the Business Combination is fair to the Company’s stockholders from a financial perspective.

4.           Neither the undersigned, any member of the family of the undersigned, nor any affiliate (“Affiliate”) of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of the Business Combination; provided that the undersigned shall be entitled to reimbursement from the Company for his out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

5.           Neither the undersigned, any member of the family of the undersigned, nor any Affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or any Affiliate of the undersigned originates a Business Combination.

6.           The undersigned acknowledges and agrees that any Insider Shares that may be transferred to him upon consummation of a Business Combination pursuant to the Put/Call Agreement will continue to be held in escrow until one year after the consummation by the Company of such Business Combination, subject to the terms of that certain Stock Escrow Agreement, dated as of December 6, 2007 by and among the Company, the Sellers and Continental Stock Transfer & Trust Company.

7.           The undersigned agrees to be a Director and Co-Chief Executive Officer of the Company until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. The undersigned’s biographical information furnished to the Company and the Underwriters and attached hereto as Exhibit A is true and accurate in all respects, does not omit any material information with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned represents and warrants that:

(a)           he is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

(b)           he has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and he is not currently a defendant in any such criminal proceeding; and

(c)           he has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

8.           The undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement and to serve as a Director and as Co-Chief Executive Officer of the Company.

9.           The undersigned hereby waives his right to exercise conversion rights with respect to any shares of the Company’s common stock owned or to be owned by the undersigned, directly or indirectly, and agrees that he will not seek conversion with respect to such shares in connection with any vote to approve a Business Combination.

10.           In the event that the Company does not consummate a Business Combination and must liquidate, and its remaining net assets are insufficient to complete such liquidation, the undersigned agrees to advance such funds necessary to complete such liquidation and agrees not to seek repayment for such expenses.

11.           This letter agreement may not be amended or modified without the prior consent of Ronald D. Ormand, as representative of the Sellers. This letter agreement shall be governed by and construed and enforced 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. The undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum and (iii) irrevocably agrees to appoint Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as agent for the service of process in the State of New York to receive, for the undersigned and on his behalf, service of process in any Proceeding. If for any reason such agent is unable to act as such, the undersigned will promptly notify the Company and the Underwriters and appoint a substitute agent acceptable to the Company within 30 days and nothing in this letter agreement will affect the right of either party to serve process in any other manner permitted by law.

12.           As used herein, (i) a “Business Combination” shall mean an acquisition by merger, capital stock exchange, asset or stock acquisition, reorganization or otherwise, of an operating business; (ii) “Insiders” shall mean all former and current officers and directors of the Company and all stockholders of the Company that acquired shares of Common Stock of the Company prior to the IPO, or, if after the IPO, in a private transfer from another former or current officer or director of the Company, or from a stockholder that purchased such shares of Common Stock prior to the IPO; (iii) “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO or, if acquired after the IPO, in a private transfer from another Insider; and (iv) “IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO.

/s/ Sang-Chul Kim

Sang-Chul Kim

EX-10.7

March 13, 2009

Tremisis Energy Acquisition Corporation II

2925 Briarpark, Suite 150-A

Houston, TX 77042

Gentlemen:

The undersigned, as a condition to the consummation of the transactions contemplated by that certain agreement (the “Put/Call Agreement”), dated the date hereof, by and among Tremisis Energy Acquisition Corporation II (“Company”), Lawrence S. Coben, Ronald D. Ormand, Jon Schotz, Charles A. Norris, Stephen N. Casati, Bill Goldstein, Dean Vanech, Olympus Capital Investment, LLC, Jerry Doren, Owen Coleman, Bill Armstrong, Trevor Wilson, Brian McInerney, Richard Kassar, David Levine, Jim Land, David A. Preiser, Gary C. Evans, Jonathan Jacobs (collectively, the “Sellers”), Sang-Chul Kim and SoftForum Co., Ltd., hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):

1.           In the event that the Company fails to consummate a Business Combination within 24 months from the effective date (“Effective Date”) of the registration statement relating to the Company’s initial public offering of securities (“IPO”), the undersigned will (i) cause the trust fund established in connection with the Company’s IPO (the “Trust Fund”) to be liquidated and distributed to the holders of IPO Shares and (ii) take all reasonable actions within the undersigned’s power to cause the Company to liquidate as soon as reasonably practicable. The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net assets of the Company as a result of such liquidation (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

2.           In order to minimize potential conflicts of interest that may arise from multiple affiliations, the undersigned agrees to present to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the undersigned ceases to be an officer or director of the Company, subject to any pre-existing fiduciary and contractual obligations the undersigned might have.

3.           The undersigned acknowledges and agrees that the Company will not consummate any Business Combination that involves a company that is affiliated with any of the Insiders unless the Company obtains an opinion from an independent investment banking firm reasonably acceptable to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the underwriters of the Company’s IPO, that the Business Combination is fair to the Company’s stockholders from a financial perspective.

4.           Neither the undersigned, any member of the family of the undersigned, nor any affiliate (“Affiliate”) of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of the Business Combination; provided that the undersigned shall be entitled to reimbursement from the Company for the undersigned’s out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

5.           Neither the undersigned, any member of the family of the undersigned, nor any Affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or any Affiliate of the undersigned originates a Business Combination.

6.           The undersigned acknowledges and agrees that any Insider Shares that may be transferred to the undersigned upon consummation of a Business Combination pursuant to the Put/Call Agreement will continue to be held in escrow until one year after the consummation by the Company of such Business Combination, subject to the terms of that certain Stock Escrow Agreement, dated as of December 6, 2007 by and among the Company, the Sellers and Continental Stock Transfer & Trust Company.

7.           The undersigned agrees to be a Director of the Company until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. The undersigned’s biographical information furnished to the Company and the Underwriters and attached hereto as Exhibit A is true and accurate in all respects, does not omit any material information with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned represents and warrants that:

(a)           the undersigned is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

(b)           the undersigned has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant in any such criminal proceeding; and

(c)           the undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

8.           The undersigned has full right and power, without violating any agreement by which the undersigned is bound, to enter into this letter agreement and to serve as a Director of the Company.

9.           The undersigned hereby waives the undersigned’s right to exercise conversion rights with respect to any shares of the Company’s common stock owned or to be owned by the undersigned, directly or indirectly, and agrees that the undersigned will not seek conversion with respect to such shares in connection with any vote to approve a Business Combination.

10.         This letter agreement may not be amended or modified without the prior consent of Ronald D. Ormand, as representative of the Sellers. This letter agreement shall be governed by and construed and enforced 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. The undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum and (iii) irrevocably agrees to appoint Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as agent for the service of process in the State of New York to receive, for the undersigned and on the undersigned’s behalf, service of process in any Proceeding. If for any reason such agent is unable to act as such, the undersigned will promptly notify the Company and the Underwriters and appoint a substitute agent acceptable to the Company within 30 days and nothing in this letter agreement will affect the right of either party to serve process in any other manner permitted by law.

11.         As used herein, (i) a “Business Combination” shall mean an acquisition by merger, capital stock exchange, asset or stock acquisition, reorganization or otherwise, of an operating business; (ii) “Insiders” shall mean all former and current officers and directors of the Company and all stockholders of the Company that acquired shares of Common Stock of the Company prior to the IPO, or, if after the IPO, in a private transfer from another former or current officer or director of the Company, or from a stockholder that purchased such shares of Common Stock prior to the IPO; (iii) “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO or, if acquired after the IPO, in a private transfer from another Insider; and (iv) “IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO.

/s/ Seung Jung Ro

Seung Jung Ro

EX-10.8

March 13, 2009

Tremisis Energy Acquisition Corporation II

2925 Briarpark, Suite 150-A

Houston, TX 77042

Gentlemen:

The undersigned, as a condition to the consummation of the transactions contemplated by that certain agreement (the “Put/Call Agreement”), dated the date hereof, by and among Tremisis Energy Acquisition Corporation II (“Company”), Lawrence S. Coben, Ronald D. Ormand, Jon Schotz, Charles A. Norris, Stephen N. Casati, Bill Goldstein, Dean Vanech, Olympus Capital Investment, LLC, Jerry Doren, Owen Coleman, Bill Armstrong, Trevor Wilson, Brian McInerney, Richard Kassar, David Levine, Jim Land, David A. Preiser, Gary C. Evans, Jonathan Jacobs (collectively, the “Sellers”), Sang-Chul Kim and SoftForum Co., Ltd., hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):

1.           In the event that the Company fails to consummate a Business Combination within 24 months from the effective date (“Effective Date”) of the registration statement relating to the Company’s initial public offering of securities (“IPO”), the undersigned will (i) cause the trust fund established in connection with the Company’s IPO (the “Trust Fund”) to be liquidated and distributed to the holders of IPO Shares and (ii) take all reasonable actions within the undersigned’s power to cause the Company to liquidate as soon as reasonably practicable. The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net assets of the Company as a result of such liquidation (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

2.           In order to minimize potential conflicts of interest that may arise from multiple affiliations, the undersigned agrees to present to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the undersigned ceases to be an officer or director of the Company, subject to any pre-existing fiduciary and contractual obligations the undersigned might have.

3.           The undersigned acknowledges and agrees that the Company will not consummate any Business Combination that involves a company that is affiliated with any of the Insiders unless the Company obtains an opinion from an independent investment banking firm reasonably acceptable to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the underwriters of the Company’s IPO, that the Business Combination is fair to the Company’s stockholders from a financial perspective.

4.           Neither the undersigned, any member of the family of the undersigned, nor any affiliate (“Affiliate”) of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of the Business Combination; provided that the undersigned shall be entitled to reimbursement from the Company for the undersigned’s out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

5.           Neither the undersigned, any member of the family of the undersigned, nor any Affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or any Affiliate of the undersigned originates a Business Combination.

6.           The undersigned acknowledges and agrees that any Insider Shares that may be transferred to the undersigned upon consummation of a Business Combination pursuant to the Put/Call Agreement will continue to be held in escrow until one year after the consummation by the Company of such Business Combination, subject to the terms of that certain Stock Escrow Agreement, dated as of December 6, 2007 by and among the Company, the Sellers and Continental Stock Transfer & Trust Company.

7.           The undersigned agrees to be a Director of the Company until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. The undersigned’s biographical information furnished to the Company and the Underwriters and attached hereto as Exhibit A is true and accurate in all respects, does not omit any material information with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned represents and warrants that:

(a)           the undersigned is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

(b)           the undersigned has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant in any such criminal proceeding; and

(c)           the undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

8.           The undersigned has full right and power, without violating any agreement by which the undersigned is bound, to enter into this letter agreement and to serve as a Director of the Company.

9.           The undersigned hereby waives the undersigned’s right to exercise conversion rights with respect to any shares of the Company’s common stock owned or to be owned by the undersigned, directly or indirectly, and agrees that the undersigned will not seek conversion with respect to such shares in connection with any vote to approve a Business Combination.

10.         This letter agreement may not be amended or modified without the prior consent of Ronald D. Ormand, as representative of the Sellers. This letter agreement shall be governed by and construed and enforced 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. The undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum and (iii) irrevocably agrees to appoint Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as agent for the service of process in the State of New York to receive, for the undersigned and on the undersigned’s behalf, service of process in any Proceeding. If for any reason such agent is unable to act as such, the undersigned will promptly notify the Company and the Underwriters and appoint a substitute agent acceptable to the Company within 30 days and nothing in this letter agreement will affect the right of either party to serve process in any other manner permitted by law.

11.         As used herein, (i) a “Business Combination” shall mean an acquisition by merger, capital stock exchange, asset or stock acquisition, reorganization or otherwise, of an operating business; (ii) “Insiders” shall mean all former and current officers and directors of the Company and all stockholders of the Company that acquired shares of Common Stock of the Company prior to the IPO, or, if after the IPO, in a private transfer from another former or current officer or director of the Company, or from a stockholder that purchased such shares of Common Stock prior to the IPO; (iii) “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO or, if acquired after the IPO, in a private transfer from another Insider; and (iv) “IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO.

/s/ Jhong Won Kim

Jhong Won Kim

EX-10.9

March 13, 2009

Tremisis Energy Acquisition Corporation II

2925 Briarpark, Suite 150-A

Houston, TX 77042

Gentlemen:

The undersigned, as a condition to the consummation of the transactions contemplated by that certain agreement (the “Put/Call Agreement”), dated the date hereof, by and among Tremisis Energy Acquisition Corporation II (“Company”), Lawrence S. Coben, Ronald D. Ormand, Jon Schotz, Charles A. Norris, Stephen N. Casati, Bill Goldstein, Dean Vanech, Olympus Capital Investment, LLC, Jerry Doren, Owen Coleman, Bill Armstrong, Trevor Wilson, Brian McInerney, Richard Kassar, David Levine, Jim Land, David A. Preiser, Gary C. Evans, Jonathan Jacobs (collectively, the “Sellers”), Sang-Chul Kim and SoftForum Co., Ltd., hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):

1.           In the event that the Company fails to consummate a Business Combination within 24 months from the effective date (“Effective Date”) of the registration statement relating to the Company’s initial public offering of securities (“IPO”), the undersigned will (i) cause the trust fund established in connection with the Company’s IPO (the “Trust Fund”) to be liquidated and distributed to the holders of IPO Shares and (ii) take all reasonable actions within the undersigned’s power to cause the Company to liquidate as soon as reasonably practicable. The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net assets of the Company as a result of such liquidation (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

2.           In order to minimize potential conflicts of interest that may arise from multiple affiliations, the undersigned agrees to present to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the undersigned ceases to be an officer or director of the Company, subject to any pre-existing fiduciary and contractual obligations the undersigned might have.

3.           The undersigned acknowledges and agrees that the Company will not consummate any Business Combination that involves a company that is affiliated with any of the Insiders unless the Company obtains an opinion from an independent investment banking firm reasonably acceptable to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the underwriters of the Company’s IPO, that the Business Combination is fair to the Company’s stockholders from a financial perspective.

4.           Neither the undersigned, any member of the family of the undersigned, nor any affiliate (“Affiliate”) of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of the Business Combination; provided that the undersigned shall be entitled to reimbursement from the Company for the undersigned’s out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

5.            Neither the undersigned, any member of the family of the undersigned, nor any Affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or any Affiliate of the undersigned originates a Business Combination.

6.            The undersigned acknowledges and agrees that any Insider Shares that may be transferred to the undersigned upon consummation of a Business Combination pursuant to the Put/Call Agreement will continue to be held in escrow until one year after the consummation by the Company of such Business Combination, subject to the terms of that certain Stock Escrow Agreement, dated as of December 6, 2007 by and among the Company, the Sellers and Continental Stock Transfer & Trust Company.

7.            The undersigned agrees to be a Director of the Company until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. The undersigned’s biographical information furnished to the Company and the Underwriters and attached hereto as Exhibit A is true and accurate in all respects, does not omit any material information with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned represents and warrants that:

(a)           the undersigned is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

(b)           the undersigned has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant in any such criminal proceeding; and

(c)           the undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

8.            The undersigned has full right and power, without violating any agreement by which the undersigned is bound, to enter into this letter agreement and to serve as a Director of the Company.

9.            The undersigned hereby waives the undersigned’s right to exercise conversion rights with respect to any shares of the Company’s common stock owned or to be owned by the undersigned, directly or indirectly, and agrees that the undersigned will not seek conversion with respect to such shares in connection with any vote to approve a Business Combination.

10.          This letter agreement may not be amended or modified without the prior consent of Ronald D. Ormand, as representative of the Sellers. This letter agreement shall be governed by and construed and enforced 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. The undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum and (iii) irrevocably agrees to appoint Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as agent for the service of process in the State of New York to receive, for the undersigned and on the undersigned’s behalf, service of process in any Proceeding. If for any reason such agent is unable to act as such, the undersigned will promptly notify the Company and the Underwriters and appoint a substitute agent acceptable to the Company within 30 days and nothing in this letter agreement will affect the right of either party to serve process in any other manner permitted by law.

11.           As used herein, (i) a “Business Combination” shall mean an acquisition by merger, capital stock exchange, asset or stock acquisition, reorganization or otherwise, of an operating business; (ii) “Insiders” shall mean all former and current officers and directors of the Company and all stockholders of the Company that acquired shares of Common Stock of the Company prior to the IPO, or, if after the IPO, in a private transfer from another former or current officer or director of the Company, or from a stockholder that purchased such shares of Common Stock prior to the IPO; (iii) “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO or, if acquired after the IPO, in a private transfer from another Insider; and (iv) “IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO.

/s/ David Jin Yoo 

David Jin Yoo

EX-10.10

March 13, 2009

Tremisis Energy Acquisition Corporation II

2925 Briarpark, Suite 150-A

Houston, TX 77042

Gentlemen:

The undersigned, as a condition to the consummation of the transactions contemplated by that certain agreement (the “Put/Call Agreement”), dated the date hereof, by and among Tremisis Energy Acquisition Corporation II (“Company”), Lawrence S. Coben, Ronald D. Ormand, Jon Schotz, Charles A. Norris, Stephen N. Casati, Bill Goldstein, Dean Vanech, Olympus Capital Investment, LLC, Jerry Doren, Owen Coleman, Bill Armstrong, Trevor Wilson, Brian McInerney, Richard Kassar, David Levine, Jim Land, David A. Preiser, Gary C. Evans, Jonathan Jacobs (collectively, the “Sellers”), Sang-Chul Kim and SoftForum Co., Ltd., hereby agrees as follows (certain capitalized terms used herein are defined in paragraph 11 hereof):

1.           In the event that the Company fails to consummate a Business Combination within 24 months from the effective date (“Effective Date”) of the registration statement relating to the Company’s initial public offering of securities (“IPO”), the undersigned will (i) cause the trust fund established in connection with the Company’s IPO (the “Trust Fund”) to be liquidated and distributed to the holders of IPO Shares and (ii) take all reasonable actions within the undersigned’s power to cause the Company to liquidate as soon as reasonably practicable. The undersigned hereby waives any and all right, title, interest or claim of any kind in or to any distribution of the Trust Fund and any remaining net assets of the Company as a result of such liquidation (“Claim”) and hereby waives any Claim the undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not seek recourse against the Trust Fund for any reason whatsoever.

2.           In order to minimize potential conflicts of interest that may arise from multiple affiliations, the undersigned agrees to present to the Company for its consideration, prior to presentation to any other person or entity, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination, the liquidation of the Company or until such time as the undersigned ceases to be an officer or director of the Company, subject to any pre-existing fiduciary and contractual obligations the undersigned might have.

3.           The undersigned acknowledges and agrees that the Company will not consummate any Business Combination that involves a company that is affiliated with any of the Insiders unless the Company obtains an opinion from an independent investment banking firm reasonably acceptable to Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representative of the underwriters of the Company’s IPO, that the Business Combination is fair to the Company’s stockholders from a financial perspective.

4.           Neither the undersigned, any member of the family of the undersigned, nor any affiliate (“Affiliate”) of the undersigned will be entitled to receive and will not accept any compensation for services rendered to the Company prior to or in connection with the consummation of the Business Combination; provided that the undersigned shall be entitled to reimbursement from the Company for the undersigned’s out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination.

5.            Neither the undersigned, any member of the family of the undersigned, nor any Affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation in the event the undersigned, any member of the family of the undersigned or any Affiliate of the undersigned originates a Business Combination.

6.            The undersigned acknowledges and agrees that any Insider Shares that may be transferred to the undersigned upon consummation of a Business Combination pursuant to the Put/Call Agreement will continue to be held in escrow until one year after the consummation by the Company of such Business Combination, subject to the terms of that certain Stock Escrow Agreement, dated as of December 6, 2007 by and among the Company, the Sellers and Continental Stock Transfer & Trust Company.

7.            The undersigned agrees to be Secretary of the Company until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company. The undersigned’s biographical information furnished to the Company and the Underwriters and attached hereto as Exhibit A is true and accurate in all respects, does not omit any material information with respect to the undersigned’s background and contains all of the information required to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act of 1933. The undersigned represents and warrants that:

(a)           the undersigned is not subject to, or a respondent in, any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;

(b)           the undersigned has never been convicted of or pleaded guilty to any crime (i) involving any fraud or (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and the undersigned is not currently a defendant in any such criminal proceeding; and

(c)           the undersigned has never been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked.

8.            The undersigned has full right and power, without violating any agreement by which the undersigned is bound, to enter into this letter agreement and to serve as Secretary of the Company.

9.            The undersigned hereby waives the undersigned’s right to exercise conversion rights with respect to any shares of the Company’s common stock owned or to be owned by the undersigned, directly or indirectly, and agrees that the undersigned will not seek conversion with respect to such shares in connection with any vote to approve a Business Combination.

10.          This letter agreement may not be amended or modified without the prior consent of Ronald D. Ormand, as representative of the Sellers. This letter agreement shall be governed by and construed and enforced 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. The undersigned hereby (i) agrees that any action, proceeding or claim against him arising out of or relating in any way to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the State of New York of the United States of America for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum and (iii) irrevocably agrees to appoint Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. as agent for the service of process in the State of New York to receive, for the undersigned and on the undersigned’s behalf, service of process in any Proceeding. If for any reason such agent is unable to act as such, the undersigned will promptly notify the Company and the Underwriters and appoint a substitute agent acceptable to the Company within 30 days and nothing in this letter agreement will affect the right of either party to serve process in any other manner permitted by law.

11.          As used herein, (i) a “Business Combination” shall mean an acquisition by merger, capital stock exchange, asset or stock acquisition, reorganization or otherwise, of an operating business; (ii) “Insiders” shall mean all former and current officers and directors of the Company and all stockholders of the Company that acquired shares of Common Stock of the Company prior to the IPO, or, if after the IPO, in a private transfer from another former or current officer or director of the Company, or from a stockholder that purchased such shares of Common Stock prior to the IPO; (iii) “Insider Shares” shall mean all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO or, if acquired after the IPO, in a private transfer from another Insider; and (iv) “IPO Shares” shall mean the shares of Common Stock issued in the Company’s IPO.

/s/ Yeon-su Kim

Yeon-su Kim

EX-10.11

As of March 13, 2009                                                       

Tremisis Energy Acquisition Corporation II

2925 Briarpark, Suite 150-A

Houston, Texas 77024

Merrill Lynch, Pierce, Fenner & Smith Incorporated

As Representative of the Underwriters

4 World Financial Center

250 Vesey Street

New York, New York 10080

Re: Insider Letters

Gentlemen:

Based on the contemporaneous due execution and delivery of (i) the Agreement dated as of even date herewith among certain Sellers (as specified therein), SoftForum Co., Ltd. and Sang-Chul Kim, and Tremisis Energy Acquisition Corporation II (“Company”) and (ii) the Insider Letters of Sang-Chul Kim and SoftForum Co., Ltd., S.J. Ro, H.H. Seo, David Yoo and Rosa Kim, each substantially in the form provided to each of the undersigned, each of the undersigned hereby agrees that with regard to their respective letter agreements with the Company, dated November 1, 2007, the first and last sentence of Section 2, the first sentence of Section 8 and the entire Section 12 are hereby deleted in their entirety.

If the foregoing correctly sets forth our agreement, please so confirm by signing below in the space indicated.

/s/ Lawrence S. Coben	/s/ Ronald D. Ormand
Lawrence S. Coben	Ronald D. Ormand

Tremisis Energy Acquisition Corporation II	Merrill Lynch, Pierce, Fenner & Smith Incorporated,
	As Representative of the Underwriters

By:	/s/ Lawrence S. Coben	By:	/s/ Stan Lei
	Name: Lawrence S. Coben		Name: Stan Lei
	Title: Chief Executive Officer		Title: Managing Director

/s/ Sang-Chul Kim

Sang-Chul Kim

EX-10.12

As of March 13, 2009                                                       

Tremisis Energy Acquisition Corporation II

2925 Briarpark, Suite 150-A

Houston, Texas 77024

Merrill Lynch, Pierce, Fenner & Smith Incorporated

As Representative of the Underwriters

4 World Financial Center

250 Vesey Street

New York, New York 10080

Re: Insider Letters

Gentlemen:

Based on the contemporaneous due execution and delivery of (i) the Agreement dated as of even date herewith among certain Sellers (as specified therein), SoftForum Co., Ltd. and Sang-Chul Kim, and Tremisis Energy Acquisition Corporation II (“Company”) and (ii) the Insider Letters of Sang-Chul Kim and SoftForum Co., Ltd., S.J. Ro, H.H. Seo, David Yoo and Rosa Kim, each substantially in the form provided to each of the undersigned, each of the undersigned hereby agrees that with regard to their respective letter agreements with the Company, dated November 1, 2007, the first sentence of Section 2 and the first sentence of Section 8 are hereby deleted in their entirety.

If the foregoing correctly sets forth our agreement, please so confirm by signing below in the space indicated.

/s/ Jon Schotz	/s/ Charles A. Norris
Jon Schotz	Charles A. Norris
/s/ Stephen N. Casati
Stephen N. Casati
Tremisis Energy Acquisition Corporation II	Merrill Lynch, Pierce, Fenner & Smith Incorporated,
	As Representative of the Underwriters

By:	/s/ Lawrence S. Coben	By:	/s/ Stan Lei
	Name: Lawrence S. Coben		Name: Stan Lei
	Title: Chief Executive Officer		Title: Managing Director

/s/ Sang-Chul Kim 

Sang-Chul Kim

EX-99.1

Contact:

Yeon-su Kim

Secretary

Tremisis Energy Acquisition Corporation II

(+82) 2-576-0466

David J. Yoo

Director

Tremisis Energy Acquisition Corporation II

(201) 849-4488

FOR IMMEDIATE RELEASE

TREMISIS ENERGY ACQUISITION CORPORATION II

APPOINTS NEW DIRECTORS AND OFFICERS

Houston, Texas, March 13, 2009 – Tremisis Energy Acquisition Corporation II (NYSE AMEX: TGY.U, TGY, TGY.WS) announced today that it has entered into an agreement with the Company’s stockholders prior to its initial public offering (“Initial Stockholders”) and SoftForum Co., Ltd. and Mr. Sang-Chul Kim (collectively, the “Investors”) pursuant to which (i) each of Lawrence S. Coben, Stephen N. Casati, Jon Schotz and Charles A. Norris resigned from his position as officer and/or director of the Company, (ii) Ronald D. Ormand, the Company’s President, Chief Financial Officer and Director, resigned from his position as President and was appointed as Co-Chief Executive Officer of the Company and will serve in such capacity, as well as in his existing capacity as Chief Financial Officer and Director, until the Company files its Annual Report on Form 10-K for the fiscal year ended December 31, 2008 at which time he will resign from all of his positions except as a member of the Board of Directors and (iii) Mr. Kim was appointed as Chairman of the Board and Co-Chief Executive Officer and each of Seung Jung Ro, Jhong Won Kim and David Jin Yoo was appointed as a member of the Board of Directors.  Mr. Kim is the CEO and chairman of Dawin Technology Inc. and chairman of SoftForum Co., Ltd. and SF Investment Co., Ltd. Additionally, Yeon-su Kim was appointed as Secretary, and will be appointed as Chief Financial Officer upon Mr. Ormand’s resignation of such position.

Neither Mr. Kim nor Ms. Kim has entered into an employment agreement with the Company and will not receive any cash or other compensation from the Company for services rendered to the Company until following the Company’s consummation of a business combination.

“Over the last five years, we have successfully identified and acquired numerous businesses in emerging growth markets that have created positive returns for our investors” said Sang-Chul Kim. “We see the current global economic crisis as a very unique opportunity to acquire dynamic, well-run operating companies seeking a U.S. public listing and access to expansion capital at historically attractive prices which we believe ultimately will benefit the public stockholders of Tremisis. We look forward to working together with the existing Tremisis team to deliver a compelling, value-added investment opportunity for all of our stockholders.”

Ronald D. Ormand stated, “We are excited to have Messrs. Kim, Ro, Yoo and Kim and Ms. Kim join Tremisis.  We believe their addition will greatly benefit our public stockholders as they have access to significant deal flow and should assist us in successfully completing a transaction.”

For more detailed information regarding the foregoing transactions, please see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission.

Tremisis Energy Acquisition Corporation II is a blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. The Company’s efforts in identifying a prospective target business are not limited to a particular industry.

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