EXHIBIT
      10.55

     

    TRULITE,
      INC. AMENDED AND RESTATED STOCK OPTION PLAN

     

    NOTICE
      OF STOCK OPTION GRANT

     

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

     

    
      	 	
              Name
                of Optionee:

            	
              «John
                Berger»

            
	 	 	 
	 	
              Total
                Number of Shares:

            	
              «20,000»

            
	 	 	 
	 	
              Type
                of Option:

            	
              «ISO»
                Incentive Stock Option (ISO)

            
	 	 	 
	 	
              Exercise
                Price Per Share:

            	
              $«1.00»

            
	 	 	 
	 	
              Date
                of Grant:

            	
              «May
                5, 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:

            	
              «May
                5, 2006»

            
	 	 	 
	 	
              Vesting
                Schedule:

            	
              The
                Right of Repurchase shall lapse with respect to 18.5% of the Shares
                subject to this option when the Optionee completes 12 months of continuous
                Service after the Vesting Com-mence-ment Date; an additional 22.5%
                of the
                Shares subject to this option when the Optionee completes 24 months
                of
                continuous Service after the Vesting Com-mence-ment Date; an additional
                26.5% of the Shares subject to this option when the Optionee completes
                36
                months of continuous Service after the Vesting Com-mence-ment Date;
                and
                the final 32.5% of the Shares subject to this option when the Optionee
                completes 48 months of continuous Service after the Vesting Com-mence-ment
                Date. 

            
	 	 	 
	 	
              Expiration
                Date:

            	
              «May
                5, 2013».
                This option expires earlier if the Optionee’s Service terminates earlier,
                as provided in Section 6 of the Stock Option
                Agreement.

            
	 	 	 


    

    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 Amended and Restated Stock Option Plan and the Stock Option
      Agreement, both of which are attached to and made a part of this
      document. 

     

    
      	
              OPTIONEE:

               

            	
              TRULITE,
                INC.

            
	
              

            	
              

            
	 	 
	 	
              By:                        

              Title:
                President and CEO                

            


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    THE
      OPTION GRANTED PURSUANT TO THIS AGREEMENT AND THE SHARES ISSUABLE UPON THE
      EXERCISE THEREOF 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.

     

    TRULITE,
      INC. AMENDED AND RESTATED STOCK OPTION PLAN:

    STOCK
      OPTION AGREEMENT

     

    SECTION
      1. 
      GRANT OF OPTION.

     

    (a) Option.
      On the
      terms and conditions set forth in the Notice of Stock Option Grant and this
      Agreement, the Company grants to the Optionee on the Date of Grant the option
      to
      purchase at the Exercise Price the number of Shares set forth in the Notice
      of
      Stock Option Grant. The Exercise Price is agreed to be at least 100% of the
      Fair
      Market Value per Share on the Date of Grant (110% of Fair Market Value if this
      option is designated as an ISO in the Notice of Stock Option Grant and
      Section 3(b) of the Plan applies). This option is intended to be an ISO or
      an NSO, as provided in the Notice of Stock Option Grant.

     

    (b) $100,000
      Limitation.
      Even if
      this option is designated as an ISO in the Notice of Stock Option Grant, it
      shall be deemed to be an NSO to the extent (and only to the extent) required
      by
      the $100,000 annual limitation under Section 422(d) of the
      Code.

     

    (c) Stock
      Plan and Defined Terms.
      This
      option is granted pursuant to the Plan, a copy of which the Optionee
      acknowledges having received. The provisions of the Plan are incorporated into
      this Agreement by this reference. Capitalized terms are defined in
      Section 14 of this Agreement.

     

    SECTION
      2. 
      RIGHT TO EXERCISE.

     

    (a) Exercisability.
      Subject
      to Subsection (b) below and the other conditions set forth in this
      Agreement, all or part of this option may be exercised prior to its expiration
      at the time or times set forth in the Notice of Stock Option Grant. Shares
      purchased by exercising this option may be subject to the Right of Repurchase
      under Section 7.

     


    
      
        
        

      

      
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    (b) Stockholder
      Approval.
      Any
      other provision of this Agreement notwithstanding, no portion of this option
      shall be exercisable at any time prior to the approval of the Plan by the
      Company’s stockholders.

     

    SECTION
      3. 
      NO TRANSFER OR ASSIGNMENT OF OPTION.

     

    Except
      as
      otherwise provided in this Agreement, this option and the rights and privileges
      conferred hereby shall not be sold, pledged or otherwise transferred (whether
      by
      operation of law or otherwise) and shall not be subject to sale under execution,
      attachment, levy or similar process.

     

    SECTION
      4. 
      EXERCISE PROCEDURES.

     

    (a) Notice
      of Exercise.
      The
      Optionee or the Optionee’s representative may exercise this option by giving
      written notice to the Company pursuant to Section 13(c). The notice shall
      specify the election to exercise this option, the number of Shares for which
      it
      is being exercised and the form of payment. The person exercising this option
      shall sign the notice. In the event that this option is being exercised by
      the
      representative of the Optionee, the notice shall be accompanied by proof
      (satisfactory to the Company) of the representative’s right to exercise this
      option. The Optionee or the Optionee’s representative shall deliver to the
      Company, at the time of giving the notice, payment in a form permissible under
      Section 5 for the full amount of the Purchase Price.

     

    (b) Issuance
      of Shares.
      After
      receiving a proper notice of exercise, the Company shall cause to be issued
      one
      or more certificates evidencing the Shares for which this option has been
      exercised. Such Shares shall be registered (i) in the name of the person
      exercising this option, (ii) in the names of such person and his or her
      spouse as community property or as joint tenants with the right of survivorship
      or (iii) with the Company’s consent, in the name of a revocable trust. In
      the case of Restricted Shares, the Company shall cause such certificates to
      be
      deposited in escrow under Section 7(c). In the case of other Shares, the
      Company shall cause such certificates to be delivered to or upon the order
      of
      the person exercising this option.

     

    (c) Withholding
      Taxes.
      In the
      event that the Company determines that it is required to withhold any tax as
      a
      result of the exercise of this option, the Optionee, as a condition to the
      exercise of this option, shall make arrangements satisfactory to the Company
      to
      enable it to satisfy all withholding requirements. The Optionee shall also
      make
      arrangements satisfactory to the Company to enable it to satisfy any withholding
      requirements that may arise in connection with the vesting or disposition of
      Shares purchased by exercising this option.

     

    SECTION
      5. 
      PAYMENT FOR STOCK.

     

    (a) Cash.
      All or
      part of the Purchase Price may be paid in cash or cash equivalents.

     

    (b) Surrender
      of Stock.
      All or
      any part of the Purchase Price may be paid by surrendering, or attesting to
      the
      ownership of, Shares that are already owned by the Optionee. Such Shares shall
      be surrendered to the Company in good form for transfer and shall be valued
      at
      their Fair Market Value on the date when this option is exercised. The Optionee
      shall not surrender, or attest to the ownership of, Shares in payment of the
      Purchase Price if such action would cause the Company to recognize compensation
      expense (or additional compensation expense) with respect to this option for
      financial reporting purposes.

     


    
      
        
        

      

      
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    (c) Exercise/Sale.
      If
      Stock is publicly traded, all or part of the Purchase Price and any withholding
      taxes may be paid by the delivery (on a form prescribed by the Company) of
      an
      irrevocable direction to a securities broker approved by the Company to sell
      Shares and to deliver all or part of the sales proceeds to the
      Company.

     

    (d) Exercise/Pledge.
      If
      Stock is publicly traded, all or part of the Purchase Price and any withholding
      taxes may be paid by the delivery (on a form prescribed by the Company) of
      an
      irrevocable direction to pledge Shares to a securities broker or lender approved
      by the Company, as security for a loan, and to deliver all or part of the loan
      proceeds to the Company.

     

    SECTION
      6. 
      TERM AND EXPIRATION.

     

    (a) Basic
      Term.
      This
      option shall in any event expire on the expiration date set forth in the Notice
      of Stock Option Grant, which date is 10 years after the Date of Grant (five
      years after the Date of Grant if this option is designated as an ISO in the
      Notice of Stock Option Grant and Section 3(b) of the Plan
      applies).

     

    (b) Termination
      of Service (Except by Death).
      If the
      Optionee’s Service terminates for any reason other than death, then this option
      shall expire on the earliest of the following occasions:

     

    (i) The
      expiration date determined pursuant to Subsection (a) above;

     

    (ii) The
      date
      three months after the termination of the Optionee’s Service for any reason
      other than Disability; or

     

    (iii) The
      date
      12 months after the termination of the Optionee’s Service by reason of
      Disability.

     

    The
      Optionee may exercise all or part of this option at any time before its
      expiration under the preceding sentence, but only to the extent that this option
      had become exercisable for vested Shares before the Optionee’s Service
      terminated. When the Optionee’s Service terminates, this option shall expire
      immediately with respect to the number of Shares for which this option is not
      yet exercisable and with respect to any Restricted Shares. In the event that
      the
      Optionee dies after termination of Service but before the expiration of this
      option, all or part of this option may be exercised (prior to expiration) by
      the
      executors or administrators of the Optionee’s estate or by any person who has
      acquired this option directly from the Optionee by beneficiary designation,
      bequest or inheritance, but only to the extent that this option had become
      exercisable for vested Shares before the Optionee’s Service
      terminated.

     


    
      
        
        

      

      
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    (c) Death
      of the Optionee.
      If the
      Optionee dies while in Service, then this option shall expire on the earlier
      of
      the following dates:

     

    (i) The
      expiration date determined pursuant to Subsection (a) above;
      or

     

    (ii) The
      date
      12 months after the Optionee’s death.

     

    All
      or
      part of this option may be exercised at any time before its expiration under
      the
      preceding sentence by the executors or administrators of the Optionee’s estate
      or by any person who has acquired this option directly from the Optionee by
      beneficiary designation, bequest or inheritance, but only to the extent that
      this option had become exercisable for vested Shares before the Optionee’s
      death. When the Optionee dies, this option shall expire immediately with respect
      to the number of Shares for which this option is not yet exercisable and with
      respect to any Restricted Shares.

     

    (d) Leaves
      of Absence.
      For any
      purpose under this Agreement, Service shall be deemed to continue while the
      Optionee is on a bona
      fide
      leave of
      absence, if such leave was approved by the Company in writing and if continued
      crediting of Service for such purpose is expressly required by the terms of
      such
      leave or by applicable law (as determined by the Company).

     

    (e) Notice
      Concerning ISO Treatment.
      Even if
      this option is designated as an ISO in the Notice of Stock Option Grant, it
      ceases to qualify for favorable tax treatment as an ISO to the extent that
      it is
      exercised:

     

    (i) More
      than
      three months after the date when the Optionee ceases to be an Employee for
      any
      reason other than death or Disability;

     

    (ii) More
      than
      12 months after the date when the Optionee ceases to be an Employee by reason
      of
      Disability; or

     

    (iii) More
      than
      three months after the date when the Optionee has been on a leave of absence
      for
      90 days, unless the Optionee’s reemployment rights following such leave were
      guaranteed by statute or by contract.

     

    SECTION
      7. 
      RIGHT OF REPURCHASE.

     

    (a) Scope
      of Repurchase Right.
      Until
      they vest in accordance with the Notice of Stock Option Grant and
      Subsection (b) below, the Shares acquired under this Agreement shall be
      Restricted Shares and shall be subject to the Company’s Right of Repurchase. The
      Company, however, may decline to exercise its Right of Repurchase or may
      exercise its Right of Repurchase only with respect to a portion of the
      Restricted Shares. The Company may exercise its Right of Repurchase only during
      the Repurchase Period following the termination of the Optionee’s Service. The
      Right of Repurchase may be exercised automatically under Subsection (d)
      below. If the Right of Repurchase is exercised, the Company shall pay the
      Optionee an amount equal to the Exercise Price for each of the Restricted Shares
      being repurchased.

     


    
      
        
        

      

      
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    (b) Lapse
      of Repurchase Right.
      The
      Right of Repurchase shall lapse with respect to the Restricted Shares in
      accordance with the vesting schedule set forth in the Notice of Stock Option
      Grant.

     

    (c) Escrow.
      Upon
      issuance, the certificate(s) for Restricted Shares shall be deposited in escrow
      with the Company to be held in accordance with the provisions of this Agreement.
      Any additional or exchanged securities or other property described in
      Subsection (f) below shall immediately be delivered to the Company to be
      held in escrow. All ordinary cash dividends on Restricted Shares (or on other
      securities held in escrow) shall be paid directly to the Optionee and shall
      not
      be held in escrow. Restricted Shares, together with any other assets held in
      escrow under this Agreement, shall be (i) surrendered to the Company for
      repurchase upon exercise of the Right of Repurchase or the Right of First
      Refusal or (ii) released to the Optionee upon his or her request to the
      extent that the Shares have ceased to be Restricted Shares (but not more
      frequently than once every six months). In any event, all Shares that have
      ceased to be Restricted Shares, together with any other vested assets held
      in
      escrow under this Agreement, shall be released within 90 days after the
      earlier of (i) the termination of the Optionee’s Service or (ii) the
      lapse of the Right of First Refusal.

     

    (d) Exercise
      of Repurchase Right.
      The
      Company shall be deemed to have exercised its Right of Repurchase automatically
      for all Restricted Shares as of the commencement of the Repurchase Period,
      unless the Company during the Repurchase Period notifies the holder of the
      Restricted Shares pursuant to Section 13(c) that it will not exercise its
      Right of Repurchase for some or all of the Restricted Shares. During the
      Repurchase Period, the Company shall pay to the holder of the Restricted Shares
      the purchase price determined under Subsection (a) above for the Restricted
      Shares being repurchased. Payment shall be made in cash or cash equivalents
      and/or by canceling indebtedness to the Company incurred by the Optionee in
      the
      purchase of the Restricted Shares. The certificate(s) representing the
      Restricted Shares being repurchased shall be delivered to the Company properly
      endorsed for transfer.

     

    (e) Termination
      of Rights as Stockholder.
      If the
      Right of Repurchase is exercised in accordance with this Section 7 and the
      Company makes available the consideration for the Restricted Shares being
      repurchased, then the person from whom the Restricted Shares are repurchased
      shall no longer have any rights as a holder of the Restricted Shares (other
      than
      the right to receive payment of such consideration). Such Restricted Shares
      shall be deemed to have been repurchased pursuant to this Section 7,
      whether or not the certificate(s) for such Restricted Shares have been delivered
      to the Company or the consideration for such Restricted Shares has been
      accepted.

     

    (f) Additional
      or Exchanged Securities and Property.
      In the
      event of a merger or consolidation of the Company with or into another entity,
      any other corporate reorganization, a stock split, the declaration of a stock
      dividend, the declaration of an extraordinary dividend payable in a form other
      than stock, a spin-off, an adjustment in conversion ratio, a recapitalization
      or
      a similar transaction affecting the Company’s outstanding securities, any
      securities or other property (including cash or cash equivalents) that are
      by
      reason of such transaction exchanged for, or distributed with respect to, any
      Restricted Shares shall immediately be subject to the Right of Repurchase.
      Appropriate adjustments to reflect the exchange or distribution of such
      securities or property shall be made to the number and/or class of the
      Restricted Shares. Appropriate adjustments shall also be made to the price
      per
      share to be paid upon the exercise of the Right of Repurchase, provided that
      the
      aggregate purchase price payable for the Restricted Shares shall remain the
      same. In the event of a merger or consolidation of the Company with or into
      another entity or any other corporate reorganization, the Right of Repurchase
      may be exercised by the Company’s successor.

     


    
      
        
        

      

      
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    (g) Transfer
      of Restricted Shares.
      The
      Optionee shall not transfer, assign, encumber or otherwise dispose of any
      Restricted Shares without the Company’s written consent, except as provided in
      the following sentence. The Optionee may transfer Restricted Shares to one
      or
      more members of the Optionee’s Immediate Family or to a trust established by the
      Optionee for the benefit of the Optionee and/or one or more members of the
      Optionee’s Immediate Family, 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 Optionee transfers any Restricted Shares, then this
      Agreement shall apply to the Transferee to the same extent as to the
      Optionee.

     

    (h) Assignment
      of Repurchase Right.
      The
      Board of Directors may freely assign the Company’s Right of Repurchase, in whole
      or in part. Any person who accepts an assignment of the Right of Repurchase
      from
      the Company shall assume all of the Company’s rights and obligations under this
      Section 7.

     

    SECTION
      8. 
      RIGHT OF FIRST REFUSAL.

     

    (a) Right
      of First Refusal.
      In the
      event that the Optionee proposes to sell, pledge or otherwise transfer to a
      third party any Shares acquired under this Agreement, or any interest in such
      Shares, the Company shall have the Right of First Refusal with respect to all
      (and not less than all) of such Shares. If the Optionee desires to transfer
      Shares acquired under this Agreement, the Optionee shall give a written Transfer
      Notice to the Company describing fully the proposed transfer, including the
      number of 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 Optionee and by the proposed Transferee and must constitute a binding
      commitment of both parties to the transfer of the Shares. The Company shall
      have
      the right to purchase all, and not less than all, of the 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.

     

    (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 Optionee may, not later
      than
      90 days following receipt of the Transfer Notice by the Company, conclude a
      transfer of the 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 Optionee 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
      Optionee, 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 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 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
      Shares with cash or cash equivalents equal to the present value of the
      consideration described in the Transfer Notice.

     


    
      
        
        

      

      
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    (c) Additional
      or Exchanged Securities and Property.
      In the
      event of a merger or consolidation of the Company with or into another entity,
      any other corporate reorganization, a stock split, the declaration of a stock
      dividend, the declaration of an extraordinary dividend payable in a form other
      than stock, a spin-off, an adjustment in conversion ratio, a recapitalization
      or
      a similar transaction affecting the Company’s outstanding securities, any
      securities or other property (including cash or cash equivalents) that are
      by
      reason of such transaction exchanged for, or distributed with respect to, any
      Shares subject to this Section 8 shall immediately be subject to the Right
      of First Refusal. Appropriate adjustments to reflect the exchange or
      distribution of such securities or property shall be made to the number and/or
      class of the Shares subject to this Section 8.

     

    (d) Termination
      of Right of First Refusal.
      Any
      other provision of this Section 8 notwithstanding, in the event that the
      Stock is readily tradable on an established securities market when the Optionee
      desires to transfer Shares, the Company shall have no Right of First Refusal,
      and the Optionee shall have no obligation to comply with the procedures
      prescribed by Subsections (a) and (b) above.

     

    (e) Permitted
      Transfers.
      This
      Section 8 shall not apply to (i) a transfer by beneficiary
      designation, will or intestate succession or (ii) a transfer to one or more
      members of the Optionee’s Immediate Family or to a trust established by the
      Optionee for the benefit of the Optionee and/or one or more members of the
      Optionee’s Immediate Family, 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 Optionee transfers any Shares acquired under this
      Agreement, either under this Subsection (e) or after the Company has failed
      to exercise the Right of First Refusal, then this Agreement shall apply to
      the
      Transferee to the same extent as to the Optionee.

     

    (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 Shares to be purchased
      in
      accordance with this Section 8, then after such time the person from whom
      such Shares are to be purchased shall no longer have any rights as a holder
      of
      such Shares (other than the right to receive payment of such consideration
      in
      accordance with this Agreement). Such 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.

     


    
      
        
        

      

      
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    (g) Assignment
      of Right of First Refusal.
      The
      Board of Directors may freely assign the Company’s Right of First Refusal, in
      whole or in part. Any person who accepts an assignment of the Right of First
      Refusal from the Company shall assume all of the Company’s rights and
      obligations under this Section 8.

     

    SECTION
      9. 
      LEGALITY OF INITIAL ISSUANCE.

     

    No
      Shares
      shall be issued upon the exercise of this option unless and until the Company
      has determined that:

     

    (a) It
      and
      the Optionee have taken any actions required to register the Shares under the
      Securities Act or to perfect an exemption from the registration requirements
      thereof;

     

    (b) Any
      applicable listing requirement of any stock exchange or other securities market
      on which Stock is listed has been satisfied; and

     

    (c) Any
      other
      applicable provision of federal, state or foreign law has been
      satisfied.

     

    SECTION
      10. 
      NO REGISTRATION RIGHTS.

     

    The
      Company may, but shall not be obligated to, register or qualify the sale of
      Shares under the Securities Act or any other applicable law. The Company shall
      not be obligated to take any affirmative action in order to cause the sale
      of
      Shares under this Agreement to comply with any law.

     

    SECTION
      11. 
      RESTRICTIONS ON TRANSFER.

     

    (a) 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 such 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.

     

    (b) Market
      Stand-Off.
      The
      Optionee and each Transferee hereby agrees that it will not, without the prior
      written consent of the Company or the managing underwriter, if any, during
      the
      period commencing on the date of the final prospectus relating to a public
      offering of the Company’s equity securities and ending on the date specified by
      the Company or the managing underwriter, if any (such period not to exceed
      three
      hundred sixty-five (365) days), (i) lend, offer, pledge, sell, contract to
      sell, sell any option or contract to purchase, purchase any option or contract
      to sell, grant any option, right or warrant to purchase, or otherwise transfer
      or dispose of, directly or indirectly, any Shares or any securities convertible
      into or exercisable or exchangeable for Shares (whether such shares or any
      such
      securities are then owned by the Optionee or Transferee or are thereafter
      acquired), or (ii) enter into any swap or other arrangement that transfers
      to another, in whole or in part, any of the economic consequences of ownership
      of the Shares, whether any such transaction described in clause (i) or (ii)
      above is to be settled by delivery of Shares or other securities, in cash or
      otherwise. The underwriters, if any, in connection with any such offering of
      the
      Company’s equity securities are intended third-party beneficiaries of this
      Section 11(b) and shall have the right, power and authority to enforce the
      provisions hereof as though they were a party hereto. The Optionee and each
      Transferee further agrees to execute such agreements as may be reasonably
      requested by the Company or such underwriters, if any, that are consistent
      with
      this Section 11(b) or that are necessary to give further effect
      thereto.

     


    
      
        
        

      

      
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    (c) Investment
      Intent at Grant.
      The
      Optionee represents and agrees that the Shares to be acquired upon exercising
      this option will be acquired for investment, and not with a view to the sale
      or
      distribution thereof.

     

    (d) Investment
      Intent at Exercise.
      In the
      event that the sale of Shares under the Plan is not registered under the
      Securities Act but an exemption is available which requires an investment
      representation or other representation, the Optionee shall represent and agree
      at the time of exercise that the Shares being acquired upon exercising this
      option are being acquired for investment, and not with a view to the sale or
      distribution thereof, and shall make such other representations as are deemed
      necessary or appropriate by the Company and its counsel.

     

    (e) Legends.
      All
      certificates evidencing Shares purchased under this Agreement shall bear the
      following legend:

     

    “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.”

     

    All
      certificates evidencing Shares purchased under this Agreement in an unregistered
      transaction shall bear the following legend (and such other restrictive legends
      as are required or deemed advisable under the provisions of any applicable
      law):


     

    “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.”

     


    
      
        
        

      

      
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    (f) Removal
      of Legends.
      If, in
      the opinion of the Company and its counsel, any legend placed on a stock
      certificate representing Shares sold under this Agreement is no longer required,
      the holder of such certificate shall be entitled to exchange such certificate
      for a certificate representing the same number of Shares but without such
      legend.

     

    (g) Administration.
      Any
      determination by the Company and its counsel in connection with any of the
      matters set forth in this Section 11 shall be conclusive and binding on the
      Optionee and all other persons.

     

    SECTION
      12. 
      ADJUSTMENT OF SHARES.

     

    In
      the
      event of any transaction described in Section 8(a) of the Plan, the terms
      of this option (including, without limitation, the number and kind of Shares
      subject to this option and the Exercise Price) shall be adjusted as set forth
      in
      Section 8(a) of the Plan. In the event that the Company is a party to a
      merger or consolidation, this option shall be subject to the agreement of merger
      or consolidation, as provided in Section 8(b) of the Plan.

     

    SECTION
      13. 
      MISCELLANEOUS PROVISIONS.

     

    (a) Rights
      as a Stockholder.
      Neither
      the Optionee nor the Optionee’s representative shall have any rights as a
      stockholder with respect to any Shares subject to this option until the Optionee
      or the Optionee’s representative becomes entitled to receive such Shares by
      filing a notice of exercise and paying the Purchase Price pursuant to
      Sections 4 and 5.

     

    (b) No
      Retention Rights.
      Nothing
      in this option or in the Plan shall confer upon the Optionee 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 Optionee) or of the Optionee, 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.

     

    (c) Notice.
      Any
      notice required by the terms of this Agreement shall be given in writing. It
      shall be deemed effective upon (i) personal delivery, (ii) deposit
      with the United States Postal Service, by registered or certified mail, with
      postage and fees prepaid or (iii) deposit with Federal Express Corporation,
      with shipping charges prepaid. Notice shall be addressed to the Company at
      its
      principal executive office and to the Optionee at the address that he or she
      most recently provided to the Company in accordance with this
      Subsection (c).

     

    (d) Entire
      Agreement.
      The
      Notice of Stock Option Grant, 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.

     

    (e) Choice
      of Law.
      This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Delaware, as such laws are applied to contracts entered into and
      performed in such State.

     


    
      
        
        

      

      
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    SECTION
      14. 
      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) “Code”
shall
      mean the Internal Revenue Code of 1986, as amended.

     

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

     

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

     

    (f) “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.

     

    (g) “Date
      of Grant”
shall
      mean the date specified in the Notice of Stock Option Grant, which date shall
      be
      the later of (i) the date on which the Board of Directors resolved to grant
      this option or (ii) the first day of the Optionee’s Service.

     

    (h) “Disability”
shall
      mean that the Optionee is unable to engage in any substantial gainful activity
      by reason of any medically determinable physical or mental impairment which
      can
      be expected to result in death or which has lasted, or can be expected to last,
      for a continuous period of not less than 12 months.

     

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

     

    (j) “Exercise
      Price”
shall
      mean the amount for which one Share may be purchased upon exercise of this
      option, as specified in the Notice of Stock Option Grant.

     

    (k) “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.

     

    (l) “Immediate
      Family”
shall
      mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
      sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law,
      brother-in-law or sister-in-law and shall include adoptive
      relationships.

     

    (m) “ISO”
shall
      mean an employee incentive stock option described in Section 422(b) of the
      Code.

     

    (n) “Notice
      of Stock Option Grant”
shall
      mean the document so entitled to which this Agreement is attached.

     


    
      
        
        

      

      
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    (o) “NSO”
shall
      mean a stock option not described in Sections 422(b) or 423(b) of the
      Code.

     

    (p) “Optionee”
shall
      mean the person named in the Notice of Stock Option Grant.

     

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

     

    (r) “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.

     

    (s) “Plan”
shall
      mean the Trulite, Inc. 200_ Stock Plan, as in effect on the Date of
      Grant.

     

    (t) “Purchase
      Price”
shall
      mean the Exercise Price multiplied by the number of Shares with respect to
      which
      this option is being exercised.

     

    (u) “Repurchase
      Period”
shall
      mean a period of 90 consecutive days commencing on the date when the Optionee’s
      Service terminates for any reason, including (without limitation) death or
      disability.

     

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

     

    (w) “Right
      of First Refusal”
shall
      mean the Company’s right of first refusal described in
      Section 8.

     

    (x) “Right
      of Repurchase”
shall
      mean the Company’s right of repurchase described in Section 7.

     

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

     

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

     

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

     

    (bb) “Stock”
shall
      mean the Common Stock of the Company, with a par value of $____ per
      Share.

     

    (cc) “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.

     


    
      
        
        

      

      
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    (dd) “Transferee”
shall
      mean any person to whom the Optionee has directly or indirectly transferred
      any
      Share acquired under this Agreement.

     

    (ee) “Transfer
      Notice”
shall
      mean the notice of a proposed transfer of Shares described in
      Section 8.

     

    
      
        
        

      

      
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