EXHIBIT
      10.54

    


    STOCK
      OPTION AGREEMENT

     

    TRULITE,
      INC. 2006 STOCK OPTION PLAN:

     

    SUMMARY
      OF STOCK PURCHASE

     

    You
      have
      been granted the following option to purchase shares of the Common Stock of
      Trulite, Inc. (the “Company”):

     

    
      	 	
              Name
                of Optionee:

            	
              Contango
                Capital Partners

            
	 	 	 
	 	
              Total
                Number of Shares:

            	
              176,278

            
	 	 	 
	 	
              Type
                of Option:

            	
              Nonstatutory
                Stock Option (NSO)

            
	 	 	 
	 	
              Exercise
                Price Per Share:

            	
              $0.88

            
	 	 	 
	 	
              Date
                of Grant:

            	
              April
                3, 2006

            
	 	 	 
	 	
              Date
                Exercisable:

            	
              This
                option may be exercised at any time after the Date of Grant for all
                or any
                part of the Shares subject to this option.

            
	 	 	 
	 	
              Vesting
                Commencement Date:

            	
              Immediately
                fully vested

            
	 	 	 
	 	
              Expiration
                Date:

            	
              April
                3, 2010

            
	 	 	 


    

    By
      your
      signature and the signature of the Company’s representative below, you and the
      Company agree that this option is granted under and governed by the terms and
      conditions of the Trulite Stock Option Plan and the Stock Option Agreement,
      both
      of which are attached to and made a part of this document.

     

    
      	
              PURCHASER:

            	
              TRULITE,
                INC.

            
	
              



            	
              


            
	
              By:                        

              WILLIAM
                J. BERGER

              Title:
                Managing Partner

            	 


    

     


    
      
        TRULITE,
          INC.

         

      

      
        1

        
          

        

      

      
         

      

    


    TRULITE,
      INC. 2006 STOCK OPTION PLAN:

     

    STOCK
      OPTION AGREEMENT

     

    1.  Acquisition
      Of Shares. 

     

    (a) Transfer.
      On the
      terms and conditions set forth in the Summary of Stock Purchase and this
      Agreement, the Company agrees to transfer to the Purchaser the number of Shares
      set forth in the Summary of Stock Purchase. The transfer shall occur at the
      offices of the Company on the date of purchase set forth in the Summary of
      Stock
      Purchase or at such other place and time as the parties may agree.

     

    (b) Consideration. The
      Purchaser agrees to pay the Purchase Price set forth in the Summary of Stock
      Purchase for each Purchased Share. The Purchase Price is agreed to be at least
      100% of the Fair Market Value of the Purchased Shares. Payment shall be made
      in
      cash or cash equivalents on the date of purchase set forth in the Summary of
      Stock Purchase.

     

    (c) Stock
      Option Plan and Defined Terms.
      The
      transfer of the Purchased Shares is subject to the Plan, a copy of which the
      Purchaser acknowledges having received. The provisions of the Plan are
      incorporated into this Agreement by this reference. Capitalized terms are
      defined in Section 12 of this Agreement.

     

    2. 
      Right Of
      Repurchase. 

     

    (a) Scope
      of Repurchase Right.
      All
      Purchased Shares initially shall be Restricted Shares and shall be subject
      to a
      right (but not an obligation) of repurchase by the Company. The Purchaser shall
      not transfer, assign, encumber or otherwise dispose of any Restricted Shares,
      except as provided in the following sentence. 

     

    (b) Condition
      Precedent to Exercise.
      The
      Right of Repurchase shall be exercisable only during the 60-day period next
      following the date when the Purchaser’s Service terminates for any reason, with
      or without cause, including (without limitation) death or
      disability.

     

    (c) Lapse
      of Repurchase Right.
      The
      Right of Repurchase shall lapse with respect to the Purchased Shares in
      accordance with the vesting schedule set forth in the Summary of Stock Purchase.
      In addition, the Right of Repurchase shall lapse and all of the remaining
      Restricted Shares shall become vested if (i) the Company is subject to a Change
      in Control before the Purchaser’s Service terminates and (ii) the Right of
      Repurchase is not assigned to the entity that employs the Purchaser immediately
      after the Change in Control or to its parent or subsidiary.

     

    (d) Repurchase
      Cost.
      If the
      Company exercises the Right of Repurchase, it shall pay the Purchaser an amount
      equal to the Purchase Price for each of the Restricted Shares being
      repurchased.

     


    
      
        TRULITE,
          INC.

         

      

      
        2

        
          

        

      

      
         

      

    


    (e) Exercise
      of Repurchase Right.
      The
      Right of Repurchase shall be exercisable only by written notice delivered to
      the
      Purchaser prior to the expiration of the 60-day period specified in
      Subsection (b) above. The notice shall set forth the date on which the
      repurchase is to be effected. Such date shall not be more than 30 days after
      the
      date of the notice. The certificate(s) representing the Restricted Shares to
      be
      repurchased shall, prior to the close of business on the date specified for
      the
      repurchase, be delivered to the Company properly endorsed for transfer. The
      Company shall, concurrently with the receipt of such certificate(s), pay to
      the
      Purchaser the purchase price determined according to Subsection (d) above.
      Payment shall be made in cash or cash equivalents or by canceling indebtedness
      to the Company incurred by the Purchaser in the purchase of the Restricted
      Shares. The Right of Repurchase shall terminate with respect to any Restricted
      Shares for which it has not been timely exercised pursuant to this
      Subsection (e).

     

    (f) Additional
      Shares or Substituted Securities.
      In the
      event of the declaration of a stock dividend, the declaration of an
      extraordinary dividend payable in a form other than stock, a spin-off, a stock
      split, an adjustment in conversion ratio, a recapitalization or a similar
      transaction affecting the Company’s outstanding securities without receipt of
      consideration, any new, substituted or additional securities or other property
      (including money paid other than as an ordinary cash dividend) which are by
      reason of such transaction distributed with respect to any Restricted Shares
      or
      into which such Restricted Shares thereby become convertible shall immediately
      be subject to the Right of Repurchase. Appropriate adjustments to reflect the
      distribution of such securities or property shall be made to the number and/or
      class of the Restricted Shares. Appropriate adjustments shall also, after each
      such transaction, be made to the price per share to be paid upon the exercise
      of
      the Right of Repurchase in order to reflect any change in the Company’s
      outstanding securities effected without receipt of consideration therefor;
      provided, however, that the aggregate purchase price payable for the Restricted
      Shares shall remain the same.

     

    (g) Termination
      of Rights as Stockholder.
      If the
      Company makes available, at the time and place and in the amount and form
      provided in this Agreement, the consideration for the Restricted Shares to
      be
      repurchased in accordance with this Section 2, then after such time the
      person from whom such Restricted Shares are to be repurchased shall no longer
      have any rights as a holder of such Restricted Shares (other than the right
      to
      receive payment of such consideration in accordance with this Agreement). Such
      Restricted Shares shall be deemed to have been repurchased in accordance with
      the applicable provisions hereof, whether or not the certificate(s) therefor
      have been delivered as required by this Agreement. 

     

    (h) Escrow.
      Upon
      issuance, the certificates for Restricted Shares shall be deposited in escrow
      with the Company to be held in accordance with the provisions of this Agreement.
      Any new, substituted or additional securities or other property described in
      Subsection (f) above shall immediately be delivered to the Company to be
      held in escrow, but only to the extent the Purchased Shares are at the time
      Restricted Shares. All regular cash dividends on Restricted Shares (or other
      securities at the time held in escrow) shall be paid directly to the Purchaser
      and shall not be held in escrow. Restricted Shares, together with any other
      assets or securities held in escrow hereunder, shall be (i) surrendered to
      the Company for repurchase and cancellation upon the Company’s exercise of its
      Right of Repurchase or Right of First Refusal or (ii) released to the
      Purchaser upon the Purchaser’s request to the extent the Purchased Shares are no
      longer Restricted Shares (but not more frequently than once every six months).
      In any event, all Purchased Shares which have vested (and any other vested
      assets and securities attributable thereto) shall be released within 60 days
      after the earlier of (i) the Purchaser's cessation of Service or
      (ii) the lapse of the Right of First Refusal.

     


    
      
        TRULITE,
          INC.

         

      

      
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    3. 
      Right Of
      First Refusal. 

     

    (a) Right
      of First Refusal.
      In the
      event that the Purchaser proposes to sell, pledge or otherwise transfer to
      a
      third party any Purchased Shares, or any interest in such Purchased Shares,
      the
      Company shall have the Right of First Refusal with respect to all (and not
      less
      than all) of such Purchased Shares. If the Purchaser desires to transfer
      Purchased Shares, the Purchaser shall give a written Transfer Notice to the
      Company describing fully the proposed transfer, including the number of
      Purchased Shares proposed to be transferred, the proposed transfer price, the
      name and address of the proposed Transferee and proof satisfactory to the
      Company that the proposed sale or transfer will not violate any applicable
      federal or state securities laws. The Transfer Notice shall be signed both
      by
      the Purchaser and by the proposed Transferee and must constitute a binding
      commitment of both parties to the transfer of the Purchased Shares. The Company
      shall have the right to purchase all, and not less than all, of the Purchased
      Shares on the terms of the proposal described in the Transfer Notice (subject,
      however, to any change in such terms permitted under Subsection (b) below)
      by delivery of a notice of exercise of the Right of First Refusal within
      30 days after the date when the Transfer Notice was received by the
      Company. The Company’s rights under this Subsection (a) shall be freely
      assignable, in whole or in part.

     

    (b) Transfer
      of Shares.
      If the
      Company fails to exercise its Right of First Refusal within 30 days after
      the date when it received the Transfer Notice, the Purchaser may, not later
      than
      90 days following receipt of the Transfer Notice by the Company, conclude a
      transfer of the Purchased Shares subject to the Transfer Notice on the terms
      and
      conditions described in the Transfer Notice, provided that any such sale is
      made
      in compliance with applicable federal and state securities laws and not in
      violation of any other contractual restrictions to which the Purchaser is bound.
      Any proposed transfer on terms and conditions different from those described
      in
      the Transfer Notice, as well as any subsequent proposed transfer by the
      Purchaser, shall again be subject to the Right of First Refusal and shall
      require compliance with the procedure described in Subsection (a) above. If
      the Company exercises its Right of First Refusal, the parties shall consummate
      the sale of the Purchased Shares on the terms set forth in the Transfer Notice
      within 60 days after the date when the Company received the Transfer Notice
      (or
      within such longer period as may have been specified in the Transfer Notice);
      provided, however, that in the event the Transfer Notice provided that payment
      for the Purchased Shares was to be made in a form other than cash or cash
      equivalents paid at the time of transfer, the Company shall have the option
      of
      paying for the Purchased Shares with cash or cash equivalents equal to the
      present value of the consideration described in the Transfer
      Notice.

     

    (c) Additional
      Shares or Substituted Securities.
      In the
      event of the declaration of a stock dividend, the declaration of an
      extraordinary dividend payable in a form other than stock, a spin-off, a stock
      split, an adjustment in conversion ratio, a recapitalization or a similar
      transaction affecting the Company’s outstanding securities without receipt of
      consideration, any new, substituted or additional securities or other property
      (including money paid other than as an ordinary cash dividend) which are by
      reason of such transaction distributed with respect to any Purchased Shares
      subject to this Section 3 or into which such Purchased Shares thereby
      become convertible shall immediately be subject to this Section 3.
      Appropriate adjustments to reflect the distribution of such securities or
      property shall be made to the number and/or class of Purchased Shares subject
      to
      this Section 3.

     


    
      
        TRULITE,
          INC.

         

      

      
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    (d) Termination
      of Right of First Refusal.
      Any
      other provision of this Section 3 notwithstanding, in the event that the
      Stock is readily tradable on an established securities market when the Purchaser
      desires to transfer Purchased Shares, the Company shall have no Right of First
      Refusal, and the Purchaser shall have no obligation to comply with the
      procedures prescribed by Subsections (a) and (b) above.

     

    (e) Permitted
      Transfers.
      This
      Section 3 shall not apply to (i) a transfer by beneficiary designation, will
      or
      intestate succession or (ii) a transfer to the Purchaser’s spouse, children or
      grandchildren or to a trust established by the Purchaser for the benefit of
      the
      Purchaser or the Purchaser’s spouse, children or grandchildren, provided in
      either case that the Transferee agrees in writing on a form prescribed by the
      Company to be bound by all provisions of this Agreement. If the Purchaser
      transfers any Purchased Shares, either under this Subsection (e) or after
      the Company has failed to exercise the Right of First Refusal, then this
      Section 3 shall apply to the Transferee to the same extent as to the
      Purchaser.

     

    (f) Termination
      of Rights as Stockholder.
      If the
      Company makes available, at the time and place and in the amount and form
      provided in this Agreement, the consideration for the Purchased Shares to be
      purchased in accordance with this Section 3, then after such time the
      person from whom such Purchased Shares are to be purchased shall no longer
      have
      any rights as a holder of such Purchased Shares (other than the right to receive
      payment of such consideration in accordance with this Agreement). Such Purchased
      Shares shall be deemed to have been purchased in accordance with the applicable
      provisions hereof, whether or not the certificate(s) therefor have been
      delivered as required by this Agreement.

     

    4. 
      Other
      Restrictions On Transfer. 

     

    (a) Purchaser
      Representations.
      In
      connection with the issuance and acquisition of Shares under this Agreement,
      the
      Purchaser hereby represents and warrants to the Company as follows:

     

    (1) The
      Purchaser is acquiring and will hold the Purchased Shares for investment for
      his
      or her account only and not with a view to, or for resale in connection with,
      any “distribution” thereof within the meaning of the Securities
      Act.

     

    (2) The
      Purchaser understands that the Purchased Shares have not been registered under
      the Securities Act by reason of a specific exemption therefrom and that the
      Purchased Shares must be held indefinitely, unless they are subsequently
      registered under the Securities Act or the Purchaser obtains an opinion of
      counsel, in form and substance satisfactory to the Company and its counsel,
      that
      such registration is not required. The Purchaser further acknowledges and
      understands that the Company is under no obligation to register the Purchased
      Shares.

     


    
      
        TRULITE,
          INC.

         

      

      
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    (3) The
      Purchaser is aware of the adoption of Rule 144 by the Securities and
      Exchange Commission under the Securities Act, which permits limited public
      resales of securities acquired in a non-public offering, subject to the
      satisfaction of certain conditions, including (without limitation) the
      availability of certain current public information about the issuer, the resale
      occurring only after the holding period required by Rule 144 has been satisfied,
      the sale occurring through an unsolicited “broker’s transaction,” and the amount
      of securities being sold during any three-month period not exceeding specified
      limitations. The Purchaser acknowledges and understands that the conditions
      for
      resale set forth in Rule 144 have not been satisfied and that the Company
      has no plans to satisfy these conditions in the foreseeable future.

     

    (4) The
      Purchaser will not sell, transfer or otherwise dispose of the Purchased Shares
      in violation of the Securities Act, the Securities Exchange Act of 1934, or
      the
      rules promulgated thereunder, including Rule 144 under the Securities Act.
      The Purchaser agrees that he or she will not dispose of the Purchased Shares
      unless and until he or she has complied with all requirements of this Agreement
      applicable to the disposition of Purchased Shares and he or she has provided
      the
      Company with written assurances, in substance and form satisfactory to the
      Company, that (A) the proposed disposition does not require registration of
      the
      Purchased Shares under the Securities Act or all appropriate action necessary
      for compliance with the registration requirements of the Securities Act or
      with
      any exemption from registration available under the Securities Act (including
      Rule 144) has been taken and (B) the proposed disposition will not result
      in the contravention of any transfer restrictions applicable to the Purchased
      Shares under the Rules of the California Corporations Commissioner.

     

    (5) The
      Purchaser has been furnished with, and has had access to, such information
      as he
      or she considers necessary or appropriate for deciding whether to invest in
      the
      Purchased Shares, and the Purchaser has had an opportunity to ask questions
      and
      receive answers from the Company regarding the terms and conditions of the
      issuance of the Purchased Shares.

     

    (6) The
      Purchaser is aware that his or her investment in the Company is a speculative
      investment which has limited liquidity and is subject to the risk of complete
      loss. The Purchaser is able, without impairing his or her financial condition,
      to hold the Purchased Shares for an indefinite period and to suffer a complete
      loss of his or her investment in the Purchased Shares.

     

    (b) Securities
      Law Restrictions.
      Regardless of whether the offering and sale of Shares under the Plan have been
      registered under the Securities Act or have been registered or qualified under
      the securities laws of any state, the Company at its discretion may impose
      restrictions upon the sale, pledge or other transfer of the Purchased Shares
      (including the placement of appropriate legends on stock certificates or the
      imposition of stop-transfer instructions) if, in the judgment of the Company,
      such restrictions are necessary or desirable in order to achieve compliance
      with
      the Securities Act, the securities laws of any state or any other
      law.

     


    
      
        TRULITE,
          INC.

         

      

      
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    (c) Market
      Stand-Off.
      In
      connection with any underwritten public offering by the Company of its equity
      securities pursuant to an effective registration statement filed under the
      Securities Act, including the Company’s initial public offering, the Purchaser
      shall not directly or indirectly sell, make any short sale of, loan,
      hypothecate, pledge, offer, grant or sell any option or other contract for
      the
      purchase of, purchase any option or other contract for the sale of, or otherwise
      dispose of or transfer, or agree to engage in any of the foregoing transactions
      with respect to, any Purchased Shares without the prior written consent of
      the
      Company or its underwriters. Such restriction (the “Market Stand-Off”) shall be
      in effect for such period of time following the date of the final prospectus
      for
      the offering as may be requested by the Company or such underwriters. In no
      event, however, shall such period exceed 180 days. The Market Stand-Off shall
      in
      any event terminate two years after the date of the Company’s initial public
      offering. In the event of the declaration of a stock dividend, a spin-off,
      a
      stock split, an adjustment in conversion ratio, a recapitalization or a similar
      transaction affecting the Company’s outstanding securities without receipt of
      consideration, any new, substituted or additional securities which are by reason
      of such transaction distributed with respect to any Shares subject to the Market
      Stand-Off, or into which such Shares thereby become convertible, shall
      immediately be subject to the Market Stand-Off. In order to enforce the Market
      Stand-Off, the Company may impose stop-transfer instructions with respect to
      the
      Purchased Shares until the end of the applicable stand-off period. The Company’s
      underwriters shall be beneficiaries of the agreement set forth in this
      Subsection (c). This Subsection (c) shall not apply to Shares registered in
      the public offering under the Securities Act, and the Purchaser shall be subject
      to this Subsection (c) only if the directors and officers of the Company are
      subject to similar arrangements.

     

    (d) Rights
      of the Company.
      The
      Company shall not be required to (i) transfer on its books any Purchased Shares
      that have been sold or transferred in contravention of this Agreement or (ii)
      treat as the owner of Purchased Shares, or otherwise to accord voting, dividend
      or liquidation rights to, any transferee to whom Purchased Shares have been
      transferred in contravention of this Agreement.

     

    5. 
      Successors And Assigns. 

     

    Except
      as
      otherwise expressly provided to the contrary, the provisions of this Agreement
      shall inure to the benefit of, and be binding upon, the Company and its
      successors and assigns and be binding upon the Purchaser and the Purchaser’s
      legal representatives, heirs, legatees, distributees, assigns and transferees
      by
      operation of law, whether or not any such person has become a party to this
      Agreement or has agreed in writing to join herein and to be bound by the terms,
      conditions and restrictions hereof.

     

    6. 
      No
      Retention Rights. 

     

    Nothing
      in this Agreement or in the Plan shall confer upon the Purchaser any right
      to
      continue in Service for any period of specific duration or interfere with or
      otherwise restrict in any way the rights of the Company (or any Parent or
      Subsidiary employing or retaining the Purchaser) or of the Purchaser, which
      rights are hereby expressly reserved by each, to terminate his or her Service
      at
      any time and for any reason, with or without cause. 

     


    
      
        TRULITE,
          INC.

         

      

      
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    7.  
      Tax
      Election.

     

    The
      acquisition of the Purchased Shares may result in adverse tax consequences
      that
      may be avoided or mitigated by filing an election under Code Section 83(b).
      Such election may be filed only within 30 days after the date of purchase set
      forth in the Summary of Stock Purchase. The form for making the Code Section
      83(b) election is attached to this Agreement as an Exhibit. The
      Purchaser should consult with his or her tax advisor to determine the tax
      consequences of acquiring the Purchased Shares and the advantages and
      disadvantages of filing the Code Section 83(b) election. The Purchaser
      acknowledges that it is his or her sole responsibility, and not the Company’s,
      to file a timely election under Code Section 83(b), even if the Purchaser
      requests the Company or its representatives to make this filing on his or her
      behalf.

     

    8. 
      Legends.

     

    All
      certificates evidencing Purchased Shares shall bear the following
      legends:

     

    “THE
      SHARES REPRESENTED HEREBY MAY NOT BE SOLD, ASSIGNED, TRANSFERRED, ENCUMBERED
      OR
      IN ANY MANNER DISPOSED OF, EXCEPT IN COMPLIANCE WITH THE TERMS OF A WRITTEN
      AGREEMENT BETWEEN THE COMPANY AND THE REGISTERED HOLDER OF THE SHARES (OR THE
      PREDECESSOR IN INTEREST TO THE SHARES). SUCH AGREEMENT GRANTS TO THE COMPANY
      CERTAIN RIGHTS OF FIRST REFUSAL UPON AN ATTEMPTED TRANSFER OF THE SHARES AND
      CERTAIN REPURCHASE RIGHTS UPON TERMINATION OF SERVICE WITH THE COMPANY. THE
      SECRETARY OF THE COMPANY WILL UPON WRITTEN REQUEST FURNISH A COPY OF SUCH
      AGREEMENT TO THE HOLDER HEREOF WITHOUT CHARGE.”

     

    “THE
      SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED, OR OTHERWISE TRANSFERRED WITHOUT
      AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR AN OPINION OF COUNSEL,
      SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT
      REQUIRED.”

     

    If
      required by the authorities of any state in connection with the issuance of
      the
      Purchased Shares, the legend or legends required by such state authorities
      shall
      also be endorsed on all such certificates.

    


    9. 
      Notice.

     

    Any
      notice required by the terms of this Agreement shall be given in writing and
      shall be deemed effective upon personal delivery or upon deposit with the United
      States Postal Service, by registered or certified mail, with postage and fees
      prepaid. Notice shall be addressed to the Company at its principal executive
      office and to the Purchaser at the address that he or she most recently provided
      to the Company.

     


    
      
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          INC.

         

      

      
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    10. 
      Entire
      Agreement. 

     

    The
      Summary of Stock Purchase, this Agreement and the Plan constitute the entire
      contract between the parties hereto with regard to the subject matter hereof.
      They supersede any other agreements, representations or understandings (whether
      oral or written and whether express or implied) which relate to the subject
      matter hereof.

     

    11. 
      Choice
      Of Law.

     

    This
      Agreement, the entire relationship of the parties hereto related to the subject
      matter hereof, 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.

     

    12. 
      Definitions.  

     

    (a) “Agreement”
      shall
      mean this Stock Option Agreement.

     

    (b) “Board
      of Directors”
      shall
      mean the Board of Directors of the Company, as constituted from time to time
      or,
      if a Committee has been appointed, such Committee.

     

    (c) “Change
      in Control”
      shall
      mean:

     

    (1) The
      consummation of a merger or consolidation of the Company with or into another
      entity or any other corporate reorganization, if persons who were not
      shareholders of the Company immediately prior to such merger, consolidation
      or
      other reorganization own immediately after such merger, consolidation or other
      reorganization 50% or more of the voting power of the outstanding securities
      of
      each of (A) the continuing or surviving entity and (B) any direct or
      indirect parent corporation of such continuing or surviving entity;
      or

     

    (2) The
      sale,
      transfer or other disposition of all or substantially all of the Company’s
      assets.

     

    A
      transaction shall not constitute a Change in Control if its sole purpose is
      to
      change the state of the Company’s incorporation or to create a holding company
      that will be owned in substantially the same proportions by the persons who
      held
      the Company’s securities immediately before such transaction.

     

    (d) “Code”
      shall
      mean the Internal Revenue Code of 1986, as amended.

     


    
      
        TRULITE,
          INC.

         

      

      
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    (e) “Committee”
      shall
      mean a committee of the Board of Directors, as described in Section 2 of
      the Plan.

     

    (f) “Company”
      shall
      mean Trulite, Inc., a Delaware corporation.

     

    (g) “Consultant”
      shall
      mean a person who performs bona fide services for the Company, a Parent or
      a
      Subsidiary as a consultant or advisor, excluding Employees and Outside
      Directors.

     

    (h) “Employee”
      shall
      mean any individual who is a common-law employee of the Company, a Parent or
      a
      Subsidiary. 

     

    (i) “Fair
      Market Value”
      shall
      mean the fair market value of a Share, as determined by the Board of Directors
      in good faith. Such determination shall be conclusive and binding on all
      persons.

     

    (j) “Outside
      Director”
      shall
      mean a member of the Board of Directors who is not an Employee.

     

    (k) “Parent”
      shall
      mean any corporation (other than the Company) in an unbroken chain of
      corporations ending with the Company, if each of the corporations other than
      the
      Company owns stock possessing 50% or more of the total combined voting power
      of
      all classes of stock in one of the other corporations in such
      chain.

     

    (l) “Plan”
      shall
      mean the Trulite, Inc. 2006 Stock Option Plan, as amended.

     

    (m) “Purchased
      Shares”
      shall
      mean the Shares purchased by the Purchaser pursuant to this
      Agreement.

     

    (n) “Purchase
      Price”
      shall
      mean the amount for which one Share may be purchased pursuant to this Agreement,
      as specified in the Summary of Stock Purchase.

     

    (o) “Purchaser”
      shall
      mean the person named in the Summary of Stock Purchase. 

     

    (p) “Restricted
      Share” shall
      mean a Purchased Share that is subject to the Right of Repurchase.

     

    (q) “Right
      of First Refusal”
      shall
      mean the Company’s right of first refusal described in
      Section 3.

     

    (r) “Right
      of Repurchase”
      shall
      mean the Company’s right of repurchase described in Section 2.

     

    (s) “Securities
      Act”
      shall
      mean the Securities Act of 1933, as amended.

     

    (t) “Service”
      shall
      mean service as an Employee, Outside Director or Consultant.

     


    
      
        TRULITE,
          INC.

         

      

      
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    (u) “Share”
      shall
      mean one share of Stock, as adjusted in accordance with Section 8 of the
      Plan (if applicable).

     

    (v) “Stock”
      shall
      mean the Common Stock of the Company, with no par value.

     

    (w) “Subsidiary”
      shall
      mean any corporation (other than the Company) in an unbroken chain of
      corporations beginning with the Company, if each of the corporations other
      than
      the last corporation in the unbroken chain owns stock possessing 50% or more
      of
      the total combined voting power of all classes of stock in one of the other
      corporations in such chain.

     

    (x) “Summary
      of Stock Purchase”
      shall
      mean the document so entitled to which this Agreement is attached.

     

    (y) “Transferee”
      shall
      mean any person to whom the Purchaser has directly or indirectly transferred
      any
      Purchased Share.

     

    (z) “Transfer
      Notice”
      shall
      mean the notice of a proposed transfer of Purchased Shares described in
      Section 3.

     

     

    
      
        TRULITE,
          INC.

         

      

      
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