EXHIBIT
        10.85

       

      NOTE
        AND WARRANT PURCHASE AGREEMENT

    

     

    TRULITE,
      INC.

     

    
      NOTE
        AND WARRANT

    

     

    PURCHASE
      AGREEMENT

     

    NOVEMBER
      7, 2007


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      	 	 	 	
              Page

            
	
              1.

            	
              Purchase
                and Sale of Units; Registration Rights.

            	
              2

            
	 	
              1.1.

            	
              Notes
                and Warrants.

            	
              2

            
	 	
              1.2.

            	
              Closing

            	
              2

            
	 	
              1.3.

            	
              Company
                Registration.

            	
              2

            
	 	
              1.4.

            	
              Information
                from Investor

            	
              2

            
	 	
              1.5.

            	
              Expenses
                of Registration

            	
              2

            
	 	
              1.6.

            	
              Indemnification

            	
              2

            
	 	 	 
	
              2.

            	
              Representations
                and Warranties of the Company

            	
              2

            
	 	
              2.1.

            	
              Organization,
                Good Standing and Qualification

            	
              2

            
	 	
              2.2.

            	
              Capitalization

            	
              2

            
	 	
              2.3.

            	
              Authorization

            	
              2

            
	 	
              2.4.

            	
              Valid
                Issuance

            	
              2

            
	 	
              2.5.

            	
              Governmental
                Consents

            	
              2

            
	 	
              2.6.

            	
              Offering

            	
              2

            
	 	
              2.7.

            	
              Litigation

            	
              2

            
	 	
              2.8.

            	
              Patents
                and Trademarks

            	
              2

            
	 	
              2.9.

            	
              Agreements;
                Action.

            	
              2

            
	 	
              2.10.

            	
              Environmental
                and Safety Laws

            	
              2

            
	 	
              2.11.

            	
              Title
                to Property and Assets

            	
              2

            
	 	
              2.12.

            	
              Insurance

            	
              2

            
	 	 	 
	
              3.

            	
              Representations
                and Warranties of Investor

            	
              2

            
	 	
              3.1.

            	
              Authorization

            	
              2

            
	 	
              3.2.

            	
              Purchase
                Entirely for Own Account

            	
              2

            
	 	
              3.3.

            	
              Disclosure
                of Information

            	
              2

            
	 	
              3.4.

            	
              Investment
                Experience

            	
              2

            
	 	
              3.5.

            	
              Accredited
                Investor

            	
              2

            
	 	
              3.6.

            	
              Restricted
                Securities

            	
              2

            
	 	
              3.7.

            	
              Further
                Limitations on Disposition

            	
              2

            
	 	
              3.8.

            	
              Legends

            	
              2

            
	 	 	 
	
              4.

            	
              Conditions
                of Investor’s Obligations at Closing

            	
              2

            
	 	
              4.1.

            	
              Representations
                and Warranties

            	
              2

            
	 	
              4.2.

            	
              Performance

            	
              2

            
	 	 	 
	
              5.

            	
              Conditions
                of the Company’s Obligations at Closing

            	
              2

            
	 	
              5.1.

            	
              Representations
                and Warranties

            	
              2

            
	 	
              5.2.

            	
              Payment
                of Consideration

            	
              2

            
	 	
              5.3.

            	
              Qualifications

            	
              2

            
	6.	
              Miscellaneous.

            	
              2

            
	 	
              6.1.

            	
              Survival
                of Warranties

            	
              2

            


    

     

    
      
        	
                Note
                  and Warrant Purchase Agreement 

              	
                i

              	
                Trulite,
                  Inc.

              


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	 	
              6.2.

            	
              Successors
                and Assigns

            	
              2

            
	 	
              6.3.

            	
              Choice
                of Law, Venue and Forum

            	
              2

            
	 	
              6.4.

            	
              Counterparts

            	
              2

            
	 	
              6.5.

            	
              Titles
                and Subtitles

            	
              2

            
	 	
              6.6.

            	
              Notices

            	
              2

            
	 	
              6.7.

            	
              Finder’s
                Fee

            	
              2

            
	 	
              6.8.

            	
              Expenses

            	
              2

            
	 	
              6.9.

            	
              Amendments
                and Waivers

            	
              2

            
	 	
              6.10.

            	
              Severability

            	
              2

            
	 	
              6.11.

            	
              Entire
                Agreement

            	
              2

            


    

    


    
      	
              Exhibit
                “A”

            	
              Form
                of Note

            
	
              Exhibit
                “B”

            	
              Form
                of Warrant

            


    

    

      	
              Note
                and Warrant Purchase Agreement 

            	
              ii

            	
              Trulite,
                Inc.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      TRULITE,
        INC.

       

      NOTE
        AND
        WARRANT PURCHASE AGREEMENT

    

     

    This
      Note
      and Warrant Purchase Agreement (this “Agreement”)
      is
      made as of the 7th  day of November, 2007, by and between Trulite, Inc., a
      Delaware corporation (the “Company”),
      and
      each of the other signatories to this Agreement (each individually, an
“Investor”
and
      collectively the “Investors”).

     

    WHEREAS,
      the Company desires to sell to accredited investors Units (herein so called),
      at
      a price of $25,000 per Unit, each Unit to be comprised of (i) an unsecured
      promissory note in the form of Exhibit
      A
      attached
      hereto in the original principal amount of $25,000 (individually a “Note”
and
      collectively, the “Notes”)
      and
      (ii) a Warrant in the form of Exhibit
      B
      attached
      hereto (individually a “Warrant”
and
      collectively, the “Warrants”)
      to
      purchase 25,000 shares of the Company’s common stock, $0.0001 par value
      (“Common
      Stock”)
      at a
      price of $0.50 per share; and

     

    WHEREAS,
      each Investor subscribes to purchase the number of Units set forth opposite
      its
      name on the signature pages to this Agreement, subject to the terms and
      conditions of this Agreement.

     

    NOW,
      THEREFORE, the parties hereby agree as follows:

     

    1. Purchase
      and Sale of Units; Registration Rights.

     

    1.1. Notes
      and Warrants.

     

    (a) On
      or
      prior to the Closing (as defined below), the Company shall have authorized
      (i) the sale of Units to each Investor, and (ii) the issuance of the
      shares of Common Stock upon exercise by the Investors of the Warrants (the
      “Warrant Shares”).

     

    (b) Subject
      to the terms and conditions of this Agreement, each Investor agrees to purchase
      at the Closing,
      and
      the
      Company agrees to sell and issue to Investor at the Closing, the number of
      Units
      set forth opposite its name on the signature pages to this Agreement at a price
      of $25,000 per Unit. 

     

    1.2. Closing.
      The
      purchase and sale of the Units shall take place at the offices of 1401 McKinney,
      Suite 900, Houston, Texas 77010 at 10 a.m. Central Time, on November 7, 2007,
      or
      at such other time and place as the Company and the Investors mutually agree
      upon orally or in writing (which time and place are designated as the
“Closing”).
      At
      the Closing, the Company shall deliver to each Investor, against payment of
      $25,000 per Unit by such Investor to the Company by check, wire transfer or
      any
      combination thereof, (i) a Note in the principal amount equal to $25,000
      multiplied by the number of Units such Investor is purchasing hereunder, and
      (ii) a Warrant to purchase a number of shares of Common Stock equal to 25,000
      multiplied by the number of Units such Investor is purchasing
      hereunder.

     

    
      	
              Note
                and Warrant Purchase Agreement 

            	
              1

            	
              Trulite,
                Inc.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.3. Company
      Registration.

     

    (a) Registration.
      If (but
      without any obligation to do so) on or before October 15, 2009, the Company
      proposes to register (including for this purpose a registration effected by
      the
      Company for stockholders other than Investor) any of its stock or other
      securities under the Securities Act of 1933, as amended (the “Act”)
      in
      connection with the public offering of such securities (other than a
      registration relating solely to the sale of securities of participants in a
      Company stock plan, a registration relating to a corporate reorganization or
      transaction under Rule 145 of the Act, a registration on any form that does
      not include substantially the same information as would be required to be
      included in a registration statement covering the sale of the Warrant Shares,
      or
      a registration in which the only Common Stock being registered is Common Stock
      issuable upon conversion of debt securities that are also being registered),
      the
      Company shall, at such time, promptly give each Investor written notice of
      such
      registration. Upon the written request of Investor given within twenty (20)
      days
      after mailing of such notice by the Company in accordance with Section 6.6,
      the Company shall, subject to the provisions of Section 1.3(c), use all
      commercially reasonable efforts to cause to be registered under the Act the
      resale of all of the Warrant Shares that Investor requests to be
      registered.

     

    (b) Right
      to Terminate Registration.
      The
      Company shall have the right to terminate or withdraw any registration initiated
      by it under this Section 1.3 prior to the effectiveness of such
      registration whether or not Investor has elected to include Warrant Shares
      in
      such registration. The expenses of such withdrawn registration shall be borne
      by
      the Company in accordance with Section 1.5 hereof.

     

    (c) Underwriting
      Requirements.
      In
      connection with any offering involving an underwriting of shares of the
      Company’s capital stock, the Company shall not be required under this
      Section 1.3 to include any Investor’s securities in such underwriting
      unless such Investor accepts the terms of the underwriting as agreed upon
      between the Company and the underwriters selected by the Company (or by other
      persons entitled to select the underwriters) and enter into an underwriting
      agreement in customary form with such underwriters, and then only in such
      quantity as the underwriters determine in their sole discretion will not
      jeopardize the success of the offering by the Company. If the total amount
      of
      securities, including Warrant Shares, requested by stockholders to be included
      in such offering exceeds the amount of securities sold other than by the Company
      that the underwriters determine in their sole discretion is compatible with
      the
      success of the offering, then the Company shall be required to include in the
      offering only that number of such securities, including Warrant Shares, that
      the
      underwriters determine in their sole discretion will not jeopardize the success
      of the offering. Additionally in no event shall any Warrant Shares be included
      in such offering unless all other stockholders’ securities having prior
      registration rights, pursuant to the Common Stock and Warrant Purchase
      Agreements entered into by the Company in April 2006 and pursuant to the Note
      and Warrant Purchase Agreements entered into by the Company on June 26, 2007,
      have been included to the extent requested by the stockholders who are parties
      to such agreements. In the event that the underwriters determine that less
      than
      all of the Warrant Shares requested to be registered can be included in such
      offering, then the Warrant Shares that are included in such offering shall
      be
      apportioned pro rata among Investors based on the number of shares of Common
      Stock held by each Investor.

    

      	
              Note
                and Warrant Purchase Agreement 

            	
              2

            	
              Trulite,
                Inc.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.4. Information
      from Investor.
      It
      shall be a condition precedent to the obligations of the Company to take any
      action pursuant to this Section 1 with respect to the registration of
      Warrant Shares of any selling Investor that such Investor shall furnish to
      the
      Company such information regarding itself, the Warrant Shares held by it, and
      the intended method of disposition of such Warrant Shares as shall be reasonably
      required to effect the registration of such Investor’s Warrant
      Shares.

     

    1.5. Expenses
      of Registration.
      All
      expenses other than underwriting discounts and commissions incurred in
      connection with registrations, filings or qualifications pursuant to Section
      1.3, including (without limitation) all registration, filing and qualification
      fees, printers’ and accounting fees, and fees and disbursements of counsel for
      the Company shall be borne by the Company. 

     

    1.6. Indemnification.
      To the
      extent permitted by law, each Investor on whose behalf Warrant Shares will
      be
      registered will indemnify and hold harmless the Company, each of its directors,
      each of its officers who has signed the registration statement, each person,
      if
      any, who controls the Company within the meaning of the Act, legal counsel
      and
      accountants for the Company, any underwriter, any other party selling securities
      in such registration statement and any controlling person of any such
      underwriter against any losses, claims, damages or liabilities (joint or
      several) to which any of the foregoing persons may become subject, under the
      Act, the Securities Exchange Act of 1934, as amended (the “1934
      Act”),
      any
      state securities laws or any rule or regulation promulgated under the Act,
      the
      1934 Act or any state securities laws, insofar as such losses, claims, damages
      or liabilities (or actions in respect thereto) arise out of or are based upon
      any Violation (defined below), in each case to the extent (and only to the
      extent) that such Violation occurs in reliance upon and in conformity with
      written information furnished by Investor expressly for use in connection with
      such registration; and each Investor on whose behalf Warrant Shares will be
      registered will reimburse any person intended to be indemnified pursuant to
      this
      subsection l.6 for any legal or other expenses reasonably incurred by such
      person in connection with investigating or defending any such loss, claim,
      damage, liability or action as such expenses are incurred; provided, however,
      that the indemnity agreement contained in this subsection 1.6 shall not
      apply to amounts paid in settlement of any such loss, claim, damage, liability
      or action if such settlement is effected without the consent of Investor (which
      consent shall not be unreasonably withheld), and provided that in no event
      shall
      any indemnity under this subsection 1.6 exceed the gross proceeds from the
      offering received by such Investor. For purposes of this section 1.6,
“Violation”
shall
      mean any of the following statements, omissions or violations (i) any
      untrue statement or alleged untrue statement of a material fact contained in
      such registration statement, including any preliminary prospectus or final
      prospectus contained therein or any amendments or supplements thereto,
      (ii) the omission or alleged omission to state in such registration
      statement a material fact required to be stated therein, or necessary to make
      the statements therein not misleading, or (iii) any violation or alleged
      violation by the Company of the Act, the 1934 Act, any state securities laws
      or
      any rule or regulation promulgated under the Act, the 1934 Act or any state
      securities laws.

    

      	
              Note
                and Warrant Purchase Agreement 

            	
              3

            	
              Trulite,
                Inc.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2. Representations
      and Warranties of the Company.
      The
      Company hereby represents and warrants to each Investor the
      following:

     

    2.1. Organization,
      Good Standing and Qualification.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and has all requisite corporate power
      and authority to carry on its business as now conducted and as proposed to
      be
      conducted. The Company is duly qualified to transact business and is in good
      standing in each jurisdiction in which the failure to so qualify would have
      a
      material adverse effect on its business or properties.

     

    2.2. Capitalization.
      The
      authorized capital of the Company consists of:

     

    (a) 50,000,000
      shares of Common Stock of which 11,935,591 shares are issued and
      outstanding.

     

    (b) The
      outstanding shares of Common Stock are all duly and validly authorized and
      issued, fully paid and nonassessable, and were issued in accordance with the
      registration or qualification provisions of the Act and any relevant state
      securities laws, or pursuant to valid exemptions therefrom.

     

    (c) Except
      for (i) currently outstanding options to purchase 3,520,676 shares of Common
      Stock granted to employees and other service providers pursuant to the Company’s
      Second Amended and Restated Stock Option Plan (the “Option
      Plan”),
      (ii) outstanding warrants to purchase an aggregate of 2,066,666 shares of
      Common Stock, and (iii) agreements with three holders of unsecured promissory
      notes issued by the Company to convert principal and accrued interest on those
      promissory notes into Common Stock in the event certain conditions are met,
      there are not outstanding any options, warrants, rights (including conversion
      or
      preemptive rights) or agreements for the purchase or acquisition from the
      Company of any shares of its capital stock. In addition to the aforementioned
      options, the Company has reserved an additional 1,531,421 shares of its Common
      Stock for purchase upon exercise of options to be granted in the future under
      the Option Plan. The Company is not a party or subject to any agreement or
      understanding, and, to the best of the Company’s knowledge, there is no
      agreement or understanding between any persons and/or entities, which affects
      or
      relates to the voting or giving of written consents with respect to any security
      or by a director of the Company.

     

    2.3. Authorization.
      All
      corporate action on the part of the Company, its officers, directors and
      stockholders necessary for the authorization, execution and delivery of this
      Agreement, the performance of all obligations of the Company hereunder and
      thereunder, and the authorization, issuance (or reservation for issuance),
      sale
      and delivery of the Warrants being sold hereunder, the issuance of the Warrant
      Shares upon exercise of the Warrants has been taken or will be taken prior
      to
      the Closing, and this Agreement and the Warrants constitute valid and legally
      binding obligations of the Company, enforceable in accordance with their
      respective terms, except (i) as limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors’ rights generally, and (ii) as limited
      by laws relating to the availability of specific performance, injunctive relief,
      or other equitable remedies.

    

      	
              Note
                and Warrant Purchase Agreement 

            	
              4

            	
              Trulite,
                Inc.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    2.4. Valid
      Issuance.
      The
      Warrant Shares have been duly and validly reserved for issuance upon exercise
      of
      the Warrants, as the case may be, in accordance with their terms will be duly
      and validly issued, fully paid, and nonassessable and will be free of
      restrictions on transfer other than restrictions on transfer under this
      Agreement and under applicable state and federal securities laws.

     

    2.5. Governmental
      Consents.
      No
      consent, approval, order or authorization of, or registration, qualification,
      designation, declaration or filing with, any federal, state or local
      governmental authority on the part of the Company is required in connection
      with
      the consummation of the transactions contemplated by this
      Agreement.

     

    2.6. Offering.
      Subject
      in part to the truth and accuracy of Investor’s representations set forth in
      Section 3 of this Agreement, the offer, sale and issuance of the Notes and
      Warrants as contemplated by this Agreement is exempt from the registration
      requirements of any applicable state and federal securities laws, and neither
      the Company nor any authorized agent acting on its behalf will take any action
      hereafter that would cause the loss of such exemption.

     

    2.7. Litigation.
      There
      is no action, suit, proceeding or investigation pending or, to the Company’s
      knowledge, currently threatened against the Company that questions the validity
      of this Agreement, or the right of the Company to enter into this Agreement,
      or
      to consummate the transactions contemplated hereby, or that might result, either
      individually or in the aggregate, in any material adverse changes in the assets,
      condition, affairs or prospects of the Company, financially or otherwise, or
      any
      change in the current equity ownership of the Company. The Company is not a
      party or subject to the provisions of any order, writ, injunction, judgment
      or
      decree of any court or government agency or instrumentality. There is no action,
      suit, proceeding or investigation by the Company currently pending or that
      the
      Company intends to initiate.

     

    2.8. Patents
      and Trademarks.
      To the
      best of its knowledge (but without having conducted any special investigation
      or
      patent or trademark search), the Company has sufficient title and ownership
      or
      licenses to all patents, trademarks, service marks, trade names, copyrights,
      trade secrets, information, proprietary rights and processes necessary for
      its
      business as now conducted without any conflict with or infringement of the
      rights of others, except for such items as have yet to be conceived or developed
      or that are expected to be available for licensing on reasonable terms from
      third parties. The Company has not received any communications alleging that
      the
      Company has violated or, by conducting its business as proposed, would violate
      any of the patents, trademarks, service marks, trade names, copyrights or trade
      secrets or other proprietary rights of any other person or entity. 

     

    2.9. Agreements;
      Action.

     

    (a) Except
      for agreements explicitly contemplated hereby and employment agreements existing
      as of the date hereof, there are no agreements, understandings or proposed
      transactions between the Company and any of its officers, directors, affiliates,
      or any affiliate thereof. 

     

    
      	
              Note
                and Warrant Purchase Agreement 

            	
              5

            	
              Trulite,
                Inc.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    (b) The
      Company is not a party to and is not bound by any contract, agreement or
      instrument, or subject to any restriction under its Certificate of
      Incorporation, as amended or Amended and Restated Bylaws that adversely affects
      its business as now conducted, its properties or its financial
      condition.

     

    2.10. Environmental
      and Safety Laws.
      To its
      knowledge, the Company is not in violation of any applicable statute, law or
      regulation relating to the environment or occupational health and safety, and
      to
      its knowledge, no material expenditures are or will be required in order to
      comply with any such existing statute, law or regulation.

     

    2.11. Title
      to Property and Assets.
      The
      Company owns its property and assets free and clear of all mortgages, liens,
      loans and encumbrances, except such encumbrances and liens that arise in the
      ordinary course of business and do not materially impair the Company’s ownership
      or use of such property or assets. With respect to the property and assets
      it
      leases, the Company is in compliance with such leases and, to the best of its
      knowledge, holds a valid leasehold interest free of any liens, claims or
      encumbrances.

     

    2.12. Insurance.
      The
      Company has in full force and effect fire and casualty insurance policies,
      with
      extended coverage, sufficient in amount (subject to reasonable deductibles)
      to
      allow it to replace any of its properties that might be damaged or
      destroyed. 

     

    3. Representations
      and Warranties of Investor.
      Each Investor
      hereby represents and warrants with respect to itself that:

     

    3.1. Authorization.
      Such
      Investor has full power and authority to enter into this Agreement and such
      Agreement constitutes its valid and legally binding obligation, enforceable
      in
      accordance with its terms except (i) as limited by applicable bankruptcy,
      insolvency, reorganization, moratorium, and other laws of general application
      affecting enforcement of creditors’ rights generally, and (ii) as limited
      by laws relating to the availability of specific performance, injunctive relief,
      or other equitable remedies.

     

    3.2. Purchase
      Entirely for Own Account.
      This
      Agreement is made with Investor in reliance upon such Investor’s representation
      to the Company, which by Investor’s execution of this Agreement Investor hereby
      confirms, that the Warrants to be received by Investor and the Warrant Shares
      issuable upon exercise of such Warrants (collectively, the “Securities”)
      will
      be acquired for investment for Investor’s own account, not as a nominee or
      agent, and not with a view to the resale or distribution of any part thereof,
      and that Investor has no present intention of selling, granting any
      participation in, or otherwise distributing the same. By executing this
      Agreement, such Investor further represents that such Investor does not have
      any
      contract, undertaking, agreement or arrangement with any person to sell,
      transfer or grant participations to such person or to any third person, with
      respect to any of the Securities.

     

    3.3. Disclosure
      of Information.
      Such
      Investor has read the Company’s Annual Report on Form 10-KSB for the year ended
      December 31, 2006 and the amendment thereto, Proxy Statement related to its
      Annual Meeting of Stockholders held May 23, 2007, Quarterly Report on Form
      10-QSB for the quarter ended June 30, 2007 and Current Reports on Form 8-K
      filed
      with the Securities and Exchange Commission (“SEC”) on July 18, 2007, on August
      3, 2007, on August 13,2007, on August 24, 2007, and on September 27, 2007,
      respectively. Investor believes it has received all the information it considers
      necessary or appropriate for deciding whether to purchase the Units. Investor
      further represents that it has had an opportunity to ask questions and receive
      answers from the Company regarding the terms and conditions of the offering
      of
      the Units and the business, properties, prospects and financial condition of
      the
      Company. The foregoing, however, does not limit or modify the representations
      and warranties of the Company in Section 2 of this Agreement or the right
      of any Investor to rely thereon.

     

    
      	
              Note
                and Warrant Purchase Agreement 

            	
              6

            	
              Trulite,
                Inc.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3.4. Investment
      Experience.
      Such
      Investor is an investor in securities of companies in the development stage
      and
      acknowledges that it is able to fend for itself, can bear the economic risk
      of
      its investment, has such knowledge and experience in financial or business
      matters that it is capable of evaluating the merits and risks of the investment
      in the Units and recognizes that it may realize a loss of its entire investment
      in the Units. If other than an individual, such Investor also represents it
      has
      not been organized for the purpose of acquiring the Units.

     

    3.5. Accredited
      Investor.
      Such
      Investor is an “accredited investor” within the meaning of SEC Rule 501 of
      Regulation D, as presently in effect.

     

    3.6. Restricted
      Securities.
      Such
      Investor understands that the Securities it is purchasing are characterized
      as
“restricted securities” under the federal securities laws inasmuch as they are
      being acquired from the Company in a transaction not involving a public offering
      and that under such laws and applicable regulations such securities may be
      resold without registration under the Act, only in certain limited
      circumstances. In this connection, such Investor represents that it is familiar
      with SEC Rule 144, as presently in effect, and understands the resale
      limitations imposed thereby and by the Act.

     

    3.7. Further
      Limitations on Disposition.
      Without
      in any way limiting the representations set forth above, such Investor further
      agrees not to make any disposition of all or any portion of the Securities,
      unless and until:

     

    (a) (i) such
      Investor shall have notified the Company of the proposed disposition and shall
      have furnished the Company with a detailed statement of the circumstances
      surrounding the proposed disposition, and (ii) if reasonably requested by
      the Company, Investor shall have furnished the Company with an opinion of
      counsel, reasonably satisfactory to the Company that such disposition will
      not
      require registration of such shares under the Act.

     

    (b) Notwithstanding
      the provisions of Paragraphs (a) above, no such opinion of counsel shall be
      necessary for a transfer by Investor that is a partnership to a partner of
      such
      partnership or a retired partner of such partnership who retires after the
      date
      hereof, or to the estate of any such partner or retired partner or the transfer
      by gift, will or intestate succession of any partner to his or her spouse or
      to
      the siblings, lineal descendants or ancestors of such partner or his or her
      spouse, if the transferee agrees in writing to be subject to the terms hereof
      to
      the same extent as if he or she were the Investor hereunder.

     

    3.8. Legends.
      It is
      understood that the certificates evidencing the Securities may bear one or
      all
      of the following legends:

     

    
      	
              Note
                and Warrant Purchase Agreement 

            	
              7

            	
              Trulite,
                Inc.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    “THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN
      THE
      ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES
      UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH
      REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF SUCH
      ACT.”

     

    4. Conditions
      of Investor’s
      Obligations at Closing.
      The
      obligations of each
      Investor under subsection 1.1(b) of this Agreement are subject to the
      fulfillment on or before the Closing of each of the following conditions, unless
      otherwise waived by such Investor:

     

    4.1. Representations
      and Warranties.
      The
      representations and warranties of the Company contained in Section 2 shall
      be true on and as of the Closing with the same effect as though such
      representations and warranties had been made on and as of the date of such
      Closing.

     

    4.2. Performance.
      The
      Company shall have performed and complied with all agreements, obligations
      and
      conditions contained in this Agreement that are required to be performed or
      complied with by it on or before the Closing.

     

    4.5 Proceedings
      and Documents.
      All
      corporate and other proceedings in connection with the transactions contemplated
      at the Closing and all documents incident thereto shall be reasonably
      satisfactory in form and substance to Investor, and they shall have received
      all
      such counterpart original and certified or other copies of such documents as
      they may reasonably request.

     

    5. Conditions
      of the Company’s
      Obligations at Closing.
      The
      obligations of the Company to each Investor under this Agreement are subject
      to
      the fulfillment on or before the Closing of each of the following conditions
      by
      that Investor:

     

    5.1. Representations
      and Warranties.
      The
      representations and warranties of such Investor contained in Section 3
      shall be true on and as of the Closing with the same effect as though such
      representations and warranties had been made on and as of the
      Closing.

     

    5.2. Payment
      of Consideration.
      Such
      Investor shall have delivered the Consideration referenced in
      Section 1.2.

     

    5.3. Qualifications.
      All
      authorizations, approvals, or permits, if any, of any governmental authority
      or
      regulatory body of the United States or of any state that are required in
      connection with the lawful issuance and sale of the Securities pursuant to
      this
      Agreement shall be duly obtained and effective as of the Closing.

     

    6. Miscellaneous.

     

    6.1. Survival
      of Warranties.
      The
      warranties, representations and covenants of the Company and Investor contained
      in or made pursuant to this Agreement shall survive the execution and delivery
      of this Agreement and the Closing and shall in no way be affected by any
      investigation of the subject matter thereof made by or on behalf of the Investor
      or the Company.

    

      	
              Note
                and Warrant Purchase Agreement 

            	
              8

            	
              Trulite,
                Inc.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6.2. Successors
      and Assigns.
      Except
      as otherwise provided herein, the terms and conditions of this Agreement shall
      inure to the benefit of and be binding upon the respective successors and
      assigns of the parties (including transferees of any Securities). Nothing in
      this Agreement, express or implied, is intended to confer upon any party other
      than the parties hereto or their respective successors and assigns any rights,
      remedies, obligations, or liabilities under or by reason of this Agreement,
      except as expressly provided in this Agreement.

     

    6.3. Choice
      of Law, Venue and Forum.
      This
      Agreement, the entire relationship of the parties hereto, and any litigation
      between the parties (whether grounded in contract, tort, statute, law or equity)
      shall be governed by, construed in accordance with, and interpreted pursuant
      to
      the laws of the State of Texas, without giving effect to its choice of laws
      principles. Exclusive venue for any litigation between the parties hereto shall
      be in Harris County, Texas, and shall be brought in the State District Courts
      of
      Harris County, Texas, or in the United States District Court for the Southern
      District of Texas, Houston Division. The parties hereto waive any challenge
      to
      personal jurisdiction or venue (including without limitation a challenge based
      on inconvenience) in Harris County, Texas, and specifically consent to the
      jurisdiction of the State District Courts of Harris County and the United States
      District Court for the Southern District of Texas, Houston
      Division.

     

    6.4. Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    6.5. Titles
      and Subtitles.
      The
      titles and subtitles used in this Agreement are used for convenience only and
      are not to be considered in construing or interpreting this
      Agreement.

     

    6.6. Notices.
      Unless
      otherwise provided, any notice required or permitted under this Agreement shall
      be given in writing and shall be deemed effectively given upon personal delivery
      to the party to be notified or upon deposit with an express delivery service
      or
      with the United States Post Office, by registered, express or certified mail,
      postage prepaid and addressed to the party to be notified at the address
      indicated for such party on the signature page hereof, or at such other address
      as such party may designate by ten (10) days’ advance written notice to the
      other parties.

     

    6.7. Finder’s
      Fee.
      Each
      Investor agrees to indemnify and to hold harmless the Company from any liability
      for any commission or compensation in the nature of a finders’ fee (and the
      costs and expenses of defending against such liability or asserted liability)
      for which Investor or any of its officers, partners, employees, or
      representatives is responsible. The Company agrees to indemnify and hold
      harmless each Investor from any liability for any commission or compensation
      in
      the nature of a finders’ fee (and the costs and expenses of defending against
      such liability or asserted liability) for which the Company or any of its
      officers, employees or representatives is responsible.

    

      	
              Note
                and Warrant Purchase Agreement 

            	
              9

            	
              Trulite,
                Inc.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6.8. Expenses.
      Irrespective of whether the Closing is effected, the Company shall pay all
      costs
      and expenses that it incurs with respect to the negotiation, execution, delivery
      and performance of this Agreement. 

     

    6.9. Amendments
      and Waivers.
      Any
      term of this Agreement may be amended and the observance of any term of this
      Agreement may be waived (either generally or in a particular instance and either
      retroactively or prospectively), only with the written consent of the Company
      and Investors who purchase two-thirds (2⁄3) of the Units purchased and sold
      pursuant to the terms of this Agreement. Any amendment or waiver effected in
      accordance with this paragraph shall be binding upon each holder of any
      securities purchased under this Agreement at the time outstanding (including
      Warrant Shares), each future holder of all such securities, and the
      Company.

     

    6.10. Severability.
      If one
      or more provisions of this Agreement are held to be unenforceable under
      applicable law, such provision shall be excluded from this Agreement and the
      balance of the Agreement shall be interpreted as if such provision were so
      excluded and shall be enforceable in accordance with its terms.

     

    6.11. Entire
      Agreement.
      This
      Agreement and the documents referred to herein constitute the entire agreement
      among the parties and no party shall be liable or bound to any other party
      in
      any manner by any warranties, representations, or covenants except as
      specifically set forth herein or therein.

     

    [Signature
      Page Follows]

    

      	
              Note
                and Warrant Purchase Agreement 

            	
              10

            	
              Trulite,
                Inc.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date first
      above written.

    


    
      	
              COMPANY:

            
	 
	
              Trulite,
                Inc.

            
	
              (a
                Delaware corporation)

            
	 	 
	
              By:

            	
              
                /S/
                  G.WADE STUBBLEFIELD

              

            
	
              Title:
                

            	
              Chief
                Financial Officer

            


    

    


    
      	
              Address:

            	
              1401
                McKinney, Suite 900

            
	 	
              Houston,
                Texas 77010

            


    

    


    
      	 	
              INVESTORS:

            
	 	 	 
	
              No.
                of Units Subscribed for: 2

            	
              /s/
                Jonathan H. Godshall

            
	 	
              Address:

            	
              5360
                Spring Park

            
	 	 	
              Houston,
                TX 77056

            
	 	 	 
	
              No.
                of Units Subscribed for: 1

            	
              /s/
                Richard K. Hoesterey

            
	 	
              Address:
                

            	
              7852
                La Cosa Dr.

            
	 	 	
              Dallas,
                TX 75248

            
	 	 	 
	
              No.
                of Units Subscribed for: 1

            	
              /s/
                Brian R. Hunter

            
	 	
              Address:
                

            	
              4125
                Sicily Drive

            
	 	 	
              Frisco,
                TX 75034

            
	 	 	 
	
              No.
                of Units Subscribed for: 1

            	
              /s/
                Jeff B. Love

            
	 	
              Address:

            	
              3400
                JPMorgan Chase Tower

            
	 	 	
              600
                Travis Street

            
	 	 	
              Houston,
                TX 77002-3095

            
	 	 	 
	
              No.
                of Units Subscribed for: 1

            	
              /s/
                A. Cornelius and Mildred L. Salvaterra

            
	 	
              Address:

            	
              1859
                Gregory Pl.

            
	 	 	
              Hellertown,
                PA 18055-3422

            
	 	 	 
	
              No.
                of Units Subscribed for: 1

            	
              /s/
                Nazareno Salvaterra

            
	 	
              Address:

            	
              1209
                Brittany Dr.

            
	 	 	
              Wayne,
                N.J. 07470

            


    

    

      	
              Note
                and Warrant Purchase Agreement 

            	
              A-1

            	
              Trulite,
                Inc.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              No.
                of Units Subscribed for: 1

            	
              /s/
                George F. Seftick

            
	 	
              Address:
                

            	
              62
                Hathaway Ct.

            
	 	 	
              Pittsburgh,
                PA 15235

            
	 	 	 
	
              No.
                of Units Subscribed for: 1

            	
              /s/
                Ron Seftick

            
	 	
              Address:
                

            	 
	 	 	 
	
              No.
                of Units Subscribed for: 4

            	
              /s/
                John K. Stubblefield, Jr.

            
	 	
              Address:
                

            	
              2207
                Hwy 35N.

            
	 	 	
              Suite
                C PMB 279

            
	 	 	
              Rockport,
                TX 78382

            
	 	 	 
	
              No.
                of Units Subscribed for: 1

            	
              /s/
                Bill Swanstrom

            
	 	
              Address:
                

            	
              14339
                Twisted Oak

            
	 	 	
              Houston,
                TX 77079

            
	 	 	 
	
              No.
                of Units Subscribed for: 2

            	
              /s/
                Tikchik Narrows Partners

            
	 	
              By:
                

            	
              Robert
                F. Gray, Jr., Partner

            
	 	
              Address:
                

            	
              8715
                Crescent Gate Lane

            
	 	 	
              Houston,
                TX 77024

            
	 	 	 
	
              No.
                of Units Subscribed for: 1

            	
              /s/
                John D. White

            
	 	
              Address:
                

            	
              1401
                McKinney, Suite 900

            
	 	 	
              Houston,
                TX 77010

            


    

    

      	
              Note
                and Warrant Purchase Agreement 

            	
              A-2

            	
              Trulite,
                Inc.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “A”

    


    FORM
      OF NOTE

    


    [See
      Attached]

    

      	
              Note
                and Warrant Purchase Agreement 

            	
              A-3

            	
              Trulite,
                Inc.

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      “B”

    


    FORM
      OF WARRANT

    


    [See
      Attached]

     

    
      	
              Note
                and Warrant Purchase Agreement 

            	
              A-4

            	
              Trulite,
                Inc.