Exhibit
        10.17

      


      RIGHT
        OF FIRST REFUSAL AND CO-SALE AGREEMENT

      


      


      by
        and among

      


      


      TRULITE,
        INC.,

      


      


      TRULITE
        ENERGY PARTNERS, L.P.

      


      and

      


      


      THE
        PRINCIPAL STOCKHOLDERS NAMED HEREIN

      


      


      Dated
        _________, 2004

      
 

      
        
          
            


          

          
          

        

        
          
          

          
            

          

        

        
          
          

          
          

        

      

      
TABLE
        OF
        CONTENTS 

       

       

      
        	
                ARTICLE
                  I
                  GENERAL PROVISIONS 

              	
                 

              	
                3

              	
                 

              
	
                   Section
                  1.1 Definitions

              	
                 

              	
                3

              	
                 

              
	
                   Section
                  1.2 Interpretation

              	
                 

              	
                4

              	
                 

              
	
                ARTICLE
                  II
                  TRANSFERS OF CONTROLLED SHARES

              	
                 

              	
                5

              	
                 

              
	
                   Section
                  2.1 Transfers
                  by a Principal Stockholder

              	
                 

              	
                5

              	
                 

              
	
                   Section
                  2.2 Stock
                  Transfer Restriction

              	
                 

              	
                5

              	
                 

              
	
                   Section
                  2.3 Notice
                  of Transfer 

              	
                 

              	
                5

              	
                 

              
	
                   Section
                  2.4 Company
                  Right of First Refusal 

              	
                 

              	
                5

              	
                 

              
	
                   Section
                  2.5 Investor
                  Right of First Refusal

              	
                 

              	
                6

              	
                 

              
	
                   Section
                  2.6 Right
                  of Co-Sale 

              	
                 

              	
                6

              	
                 

              
	
                   Section
                  2.7 Third
                  Party Transfers 

              	
                 

              	
                7

              	
                 

              
	
                   Section
                  2.8 Compliance
                  with Securities Laws 

              	
                 

              	
                7

              	
                 

              
	
                   Section
                  2.9 Reservation
                  of Rights 

              	
                 

              	
                7

              	
                 

              
	
                ARTICLE
                  III EXEMPT TRANSFERS

              	
                 

              	
                7

              	
                 

              
	
                   Section
                  3.1 Permitted
                  Transferees 

              	
                 

              	
                8

              	
                 

              
	
                   Section
                  3.2 Other
                  Exempt Offerings 

              	
                 

              	
                8

              	
                 

              
	
                   Section
                  3.3 Transfers
                  Among Principal Stockholders

              	
                 

              	
                8

              	
                 

              
	
                ARTICLE
                  IV
                  CO-SALE RIGHTS OF PRINCIPAL SHAREHOLDERS 

              	
                 

              	
                8

              	
                 

              
	
                   Section
                  4.1 Right
                  of Co-Sale

              	
                 

              	
                8

              	
                 

              
	
                   Section
                  4.2 Third
                  Party Transfers 

              	
                 

              	
                10

              	
                 

              
	
                   Section
                  4.3 Compliance
                  with Securities Laws

              	
                 

              	
                10

              	
                 

              
	
                ARTICLE
                  V
                  PROHIBITED TRANSFERS 

              	
                 

              	
                10

              	
                 

              
	
                   Section
                  5.1 Remedies

              	
                 

              	
                10

              	
                 

              
	
                   Section
                  5.2 Sale
                  Rights

              	
                 

              	
                10

              	
                 

              
	
                   Section
                  5.3 Void
                  Transfers

              	
                 

              	
                11

              	
                 

              
	
                ARTICLE
                  VI
                  TERMINATION AND ASSIGNMENT OF RIGHTS

              	
                 

              	
                11

              	
                 

              
	
                   Section
                  6.1 Term 

              	
                 

              	
                11

              	
                 

              
	
                   Section
                  6.2 Assignment
                  of Rights 

              	
                 

              	
                11

              	
                 

              
	
                ARTICLE
                  VII
                  MISCELLANEOUS 

              	
                 

              	
                12

              	
                 

              
	
                   Section
                  7.1 Successors
                  and Assigns 

              	
                 

              	
                12

              	
                 

              
	
                   Section
                  7.2 Legend

              	
                 

              	
                12

              	
                 

              
	
                   Section
                  7.3 Ownership

              	
                 

              	
                12

              	
                 

              
	
                   Section
                  7.4 Notices 

              	
                 

              	
                12

              	
                 

              
	
                   Section
                  7.5 Governing
                  Law

              	
                 

              	
                12

              	
                 

              
	
                   Section
                  7.6 Counterparts 

              	
                 

              	
                12

              	
                 

              
	
                   Section
                  7.7 Attorney’s
                  Fees 

              	
                 

              	
                12

              	
                 

              
	
                   Section
                  7.8 Entire
                  Agreement 

              	
                 

              	
                12

              	
                 

              
	
                   Section
                  7.9 Additional
                  Actions and Documents 

              	
                 

              	
                13

              	
                 

              
	
                   Section
                  7.10 Amendment
                  and Waiver

              	
                 

              	
                13

              	
                 

              
	
                   Section
                  7.11 Delays
                  or Omissions 

              	
                 

              	
                13

              	
                 

              
	
                   Section
                  7.12 Severability

              	
                 

              	
                13

              	
                 

              


      

    

    
       

      LIST
        OF
        APPENDICES

       

      APPENDIX
        A CONTROLLED
        SHARES HELD BY PRINCIPAL STOCKHOLDERS

       

      
         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

      

      RIGHT
        OF FIRST REFUSAL AND CO-SALE AGREEMENT

       

      This
        RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”)
        is
        entered into as of the _____ day of July, 2004, by and among (i) Trulite,
        Inc.,
        a Delaware corporation (the “Company”),
        (ii)
        Trulite Energy Partners, L.P. (“Investor”)
        in its
        capacity as the purchaser of the Company’s Series A 8% Cumulative Convertible
        Preferred Stock (“Series
        A Preferred Stock”),
        and
        (iii) Kevin Shurtleff and Andrew J. Nielson, who collectively beneficially
        own
        approximately 69.7% of the common stock of the Company issued and outstanding
        on
        the date hereof (the “Principal
        Stockholders”).

      


      WITNESSETH:

      


      WHEREAS,
        on the date hereof, Investor desires to purchase Series A Preferred Stock
        pursuant to a Purchase Agreement dated July __, 2004 by and between the Company,
        Investor and the Principal Stockholders (the “Purchase
        Agreement”);
        and

      


      WHEREAS,
        the Company desires to set forth certain rights of the holders of its securities
        relating to the purchase and sale of shares of the Company’s stock;

      


      NOW,
        THEREFORE, in consideration of the mutual promises and covenants set forth
        herein and in the Purchase Agreement, the parties hereto agree as
        follows:

      


      GENERAL
        PROVISIONS

       

      Definitions.
        Capitalized terms used in this Agreement and not defined in the text hereof
        shall have the meanings set forth below:

       

      “Change
        of Control”
        means
        when Investor becomes the beneficial owner of less than 25% of the Common
        Stock
        on a Fully-diluted basis.

       

      “Common
        Stock”
        means
        the Company’s common stock and shares of common stock issued or issuable upon
        conversion of the Series A Preferred Stock or the exercise of any option,
        warrant or other security or right of any kind convertible into or exercisable
        or exchangeable for Common Stock.

       

      “Controlled
        Shares”
        means,
        when used in reference to any Principal Stockholder, shares of the Company’s
        Common Stock now owned or subsequently acquired by such Principal Stockholder
        by
        purchase, gift, dividend, recapitalization, reclassification, option exercise
        or
        any other means whether or not such securities are only registered in such
        Principal Stockholder’s name or beneficially or legally owned by such Principal
        Stockholder, including any interest of a spouse in any of such shares, whether
        that interest is asserted pursuant to marital property laws or otherwise.
        The
        number of Controlled Shares owned by each Principal Stockholder as of the
        date
        hereof is set forth on Appendix
        A,
        which
        appendix may be amended from time to time by the Company to reflect changes
        in
        the number of Controlled Shares owned by the Principal Stockholders, but
        the
        failure to so amend shall have no effect on such Controlled Shares being
        subject
        to this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Fully-diluted”
        means
        the computation of outstanding shares of Common Stock after giving effect
        to (i)
        the exercise of all outstanding options and warrants, (ii) the conversion
        or
        exchange of all convertible securities (including the Series A Preferred
        Stock)
        or exchangeable securities, and (iii) the issuance of all shares of Common
        Stock
        pursuant to any other subscriptions, rights, contracts, commitments or other
        arrangements of any character.

       

      “Investor’s
        Rights Agreement”
        means
        that Investor’s Rights Agreement dated as of the date hereof by and among the
        Company, Investor and the other parties named therein.

       

      “Investor
        Shares”
        means,
        as of any particular date, the aggregate number of Fully-diluted shares of
        Common Stock held or subject to acquisition by Investor as of such
        date.

       

      “Principal
        Stockholders”
        means
        the principal stockholders of the Company set forth in the preamble to this
        Agreement, or any successors, heirs, executors, administrators and assigns
        thereof (including, except as set forth herein, transferees of the Controlled
        Shares held by such stockholders).

       

      “Transfer”
        means
        any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust,
        gift, transfer by request, devise or descent, or other transfer or disposition
        of any kind, including transfers to receivers, levying creditors, trustees
        or
        receivers in bankruptcy proceedings or general assignees for the benefit
        of
        creditors, whether voluntary or by operation of law, directly or indirectly,
        of
        any Controlled Shares.

       

      Interpretation.

       

      Unless
        the context otherwise requires, (i) all references to Sections, Articles
        or
        Appendices are to Sections, Articles or Appendices of or to this Agreement,
        (ii)
        the term “including” means including without limitation and (iii) all references
        to any particular statute shall be deemed to refer to such statute as amended
        through the date hereof or to any successor statute.

       

      No
        provision of this Agreement will be interpreted in favor of or against any
        of
        the parties by reason of the extent to which any such party or its counsel
        participated in the drafting thereof or by reason of the extent to which
        any
        such provision is inconsistent with any prior draft of this
        Agreement.

       

      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.

       

      All
        pronouns contained herein, and any variations thereof, shall be deemed to
        refer
        to the masculine, feminine or neutral, singular or plural, as the identities
        of
        the parties hereto may require.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      TRANSFERS
        OF CONTROLLED SHARES

       

      Transfers
        by a Principal Stockholder.
        Except
        as expressly permitted by this Agreement, no Principal Stockholder shall,
        directly or indirectly, Transfer any Controlled Shares or any rights or
        interests in any Controlled Shares. During the term of this Agreement, any
        Controlled Shares, or rights or interests therein, transferred by a Principal
        Stockholder or its assignees shall remain subject to the same restrictions
        that
        were applicable thereto while they were held by such stockholder, except
        as
        otherwise provided in Section 3.2(ii).

       

      Stock
        Transfer Restriction.
        Notwithstanding any other provisions of this Article II, prior to the two-year
        anniversary date of the date hereof (the “Measuring
        Date”),
        no
        Principal Stockholder shall, directly or indirectly, transfer any Controlled
        Shares or any rights or interests in any Controlled Shares. Thereafter, on
        each
        anniversary of the Measuring Date, 50% of such Controlled Shares shall be
        released from the Transfer restriction imposed by the foregoing sentence
        such
        that on the second anniversary of the Measuring Date none of such Controlled
        Shares shall be subject to such Transfer restriction. Any such Controlled
        Shares
        that have been released from the Transfer restriction imposed by this Section
        2.2 may be Transferred in accordance with the terms of this Article
        II.

       

      Notice
        of Transfer.
        If a
        Principal Stockholder proposes to Transfer any Controlled Shares no longer
        subject to the Transfer restriction imposed by Section 2.2 and such Principal
        Stockholder shall have received a bona
        fide
        arm’s
        length written offer for the purchase of such shares for cash from a person
        or
        entity who is not an affiliate of such Principal Stockholder (“Bona
        Fide Offer”),
        then
        the Principal Stockholder shall promptly give written notice (the “Notice”)
        simultaneously to the Company, Investor and each other Principal Stockholder.
        The Notice shall describe in reasonable detail the proposed Transfer, including
        the number of Controlled Shares proposed to be transferred, the nature of
        such
        Transfer, the consideration to be paid, and the name and address of each
        prospective purchaser or transferee. A copy of the Bona Fide Offer, and all
        other documents directly or indirectly relating to the proposed Transfer,
        shall
        be included as part of the Notice.

       

      Company
        Right of First Refusal.
        For a
        period of 20 days following receipt of any Notice described in Section 2.3,
        the
        Company shall have the right to purchase all or a portion of the Controlled
        Shares subject to such Notice on the same terms and conditions as set forth
        therein. The Company’s purchase right may be exercised by the Company’s Board of
        Directors, as evidenced by a written notice signed by a duly authorized officer
        of the Company (the “Company
        Notice”)
        and
        delivered to the applicable Principal Stockholder. If the Company exercises
        such
        right, it shall effect the purchase of the Controlled Shares, including payment
        of the purchase price, not more than 10 days after delivery of the Company
        Notice, and at such time such Principal Stockholder shall deliver to the
        Company
        the certificate(s) representing the Controlled Shares to be purchased by
        the
        Company, each certificate to be properly endorsed for transfer. The Controlled
        Shares so purchased shall thereupon be cancelled and cease to be issued and
        outstanding shares of Common Stock.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        Investor
          Right of First Refusal.
          In the
          event that the Company does not elect to purchase all of the Controlled
          Shares
          available pursuant to its rights under Section 2.4 within the 20-day period
          set
          forth therein, the applicable Principal Stockholder shall promptly give
          written
          notice (the “Second
          Notice”)
          to
          Investor, which shall set forth the number of Controlled Shares not purchased
          by
          the Company and which shall offer to sell such shares to Investor on the
          same
          terms and conditions described in the Notice previously furnished under
          Section
          2.3. Investor shall then have the right, exercisable upon written notice
          to such
          Principal Stockholder (the “Investor
          Notice”)
          within
          15 days after the receipt of the Second Notice, to purchase, on such terms
          and
          conditions the Controlled Shares subject to the Second Notice. Investor
          shall
          effect the purchase of the Controlled Shares, including payment of the
          purchase
          price, not more then 10 days after delivery of the Investor Notice, and
          at such
          time such Principal Stockholder shall deliver to Investor the certificate(s)
          representing the Controlled Shares to be purchased by Investor, each certificate
          to be properly endorsed for transfer.

         

      

      Right
        of Co-Sale. 

       

      If
        there
        are any remaining unpurchased Controlled Shares after giving effect to Sections
        2.4 and 2.5 (“Remaining
        Shares”),
        then
        the applicable Principal Stockholder shall deliver to the Company and Investor
        written notice (the “Principal
        Stockholder Co-Sale Notice”)
        offering Investor, the right to participate in such sale of Remaining Shares
        on
        the same terms and conditions as specified in the Principal Stockholder Co-Sale
        Notice (which shall be the same as those specified in the notices under Sections
        2.4 and 2.5) by notifying such Principal Stockholder, within ten days after
        delivery of the Principal Stockholder Co-Sale Notice, of its acceptance of
        such
        offer. The notice of Investor accepting such offer shall indicate the number
        of
        shares of Common Stock such Investor wishes to sell. To the extent Investor
        exercises such right of participation in accordance with the terms and
        conditions set forth below, the number of Remaining Shares that such Principal
        Stockholder may sell in the transaction shall be correspondingly
        reduced.

       

      Investor
        may sell all or any part of that number of Remaining Shares equal to the
        product
        obtained by multiplying (i) the aggregate number of Remaining Shares
        by
        (ii) a fraction, the numerator of which is the number of Fully-diluted
        shares of Common Stock held by Investor on the date of the Principal Stockholder
        Co-Sale Notice and the denominator of which is the total number of Fully-diluted
        shares of Common Stock held on such date by such Principal Stockholder and
        Investor.

       

      Investor
        shall effect its participation in the Transfer by promptly delivering to
        such
        Principal Stockholder for transfer to the prospective purchaser one or more
        certificates, properly endorsed for transfer, which represent:

       

      the
        number of shares of Common Stock that such Investor elects to sell;
        or

       

      that
        number of Series A Preferred Stock that are at such time convertible into
        the
        number of shares of Common Stock that such Investor elects to sell; provided,
        however,
        that if
        the prospective third-party purchaser objects to the delivery of Series A
        Preferred Stock in lieu of Common Stock, Investor shall convert such Series
        A
        Preferred Stock into Common Stock and deliver Common Stock as provided in
        Section 2.6(c)(i) above. The Company agrees to make any such conversion
        concurrent with the actual transfer of such shares to the purchaser and
        contingent on such transfer.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      The
        stock
        certificate or certificates that Investor delivers to such Principal Stockholder
        pursuant to this Section 2.6 shall be transferred to the prospective
        purchaser for purposes of consummating the sale of the Common Stock pursuant
        to
        the terms and conditions specified in the Principal Stockholder Co-Sale Notice,
        and such Principal Stockholder shall concurrently therewith remit to Investor
        that portion of the sale proceeds to which Investor is entitled by reason
        of its
        participation in such sale. To the extent that any prospective purchaser
        or
        purchasers prohibits such assignment or otherwise refuses to purchase shares
        or
        other securities from Investor, such Principal Stockholder shall not sell
        to
        such prospective purchaser or purchasers any of its Remaining Shares unless
        and
        until, simultaneously with such sale, such Principal Stockholder shall purchase
        such shares or other securities from Investor for the same consideration
        and on
        the same terms and conditions as the proposed transfer described in the
        Principal Stockholder Co-Sale Notice.

       

      Third
        Party Transfers.
        If a
        Principal Stockholder has received a Bona Fide Offer, any Controlled Shares
        not
        purchased under Section 2.4 or 2.5 and not subject to sale under Section
        2.6 may
        be sold by such Principal Stockholder, not later than 60 days following delivery
        to the Company and Investor of the Principal Stockholder Co-Sale Notice,
        on
        terms and conditions (including the purchase price) no more favorable to
        the
        transferor than those specified in the Principal Stockholder Co-Sale Notice.
        Any
        proposed Transfer on terms and conditions more favorable than those described
        in
        the Principal Stockholder Co-Sale Notice, as well as any subsequent proposed
        Transfer of any Controlled Shares by a Principal Stockholder, shall again
        be
        subject to the first refusal and co-sale rights of the Company and Investor,
        and
        to the transfer restrictions imposed on such Principal Stockholder, described
        in
        this Article II. 

       

      Compliance
        with Securities Laws.
        Notwithstanding anything herein to the contrary, all parties hereto shall
        take
        all actions reasonably necessary to ensure that all Transfers of Controlled
        Shares are made in compliance with the registration requirements of all
        applicable federal and state securities laws.

       

      Reservation
        of Rights.
        The
        exercise or non-exercise of the rights of Investor hereunder to participate
        in
        one or more Transfers of Controlled Shares shall not adversely affect their
        rights to participate in subsequent Transfers of Controlled Shares subject
        to
        Article II.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      EXEMPT
        TRANSFERS

       

      Permitted
        Transferees.
        Notwithstanding the provisions of Article II, a Principal Stockholder may
        Transfer, with or without consideration, Controlled Shares, (i) to any entity
        wholly owned and controlled by such Principal Stockholder, (ii) to any parent,
        spouse, child, grandchild, or sibling (each, a “Relative”)
        of any
        Principal Stockholder or (iii) to any trust established for or in the name
        of
        any Principal Stockholder, or in either case any of their respective Relatives,
        provided that each such transferee or assignee, prior to the completion of
        the
        Transfer shall have executed documents agreeing to be bound by and subject
        to
        the terms and conditions of this Agreement.

       

      Other
        Exempt Offerings.
        The
        provisions of Article II shall not apply to (i) any Transfer of Controlled
        Shares by a Principal Stockholder that is expressly approved in advance in
        writing by Investor, provided that each transferee or assignee, prior to
        the
        completion of such Transfer, shall have executed documents agreeing to be
        bound
        by and subject to the terms and conditions of this Agreement, (ii) the
        sale
        of any securities pursuant to the Purchase Agreement, (iii) the sale of any
        Controlled Shares to the public pursuant to a registration statement filed
        with,
        and declared effective by, the Securities and Exchange Commission under the
        Securities Act of 1933, as amended (the “Securities
        Act”),
        in
        which event the purchasers of such registered shares shall not be subject
        to
        this Agreement;
        or (iv)
        the sale of any Controlled Shares by Andrew J. Nielson to Eric
        Ladd.

       

      Transfers
        Among Principal Stockholders.
        If any
        Principal Stockholder makes a Bona Fide Offer to acquire Controlled Shares
        from
        any other Principal Stockholder (except for any transferee permitted under
        Section 3.1 or 3.2), the provisions of Sections 2.4 and 2.5 shall not apply
        to
        such proposed Transfer, but the provisions of Section 2.6, if still applicable
        to this Agreement, shall apply to such proposed Transfer (and all Controlled
        Shares subject to such Proposed Transfer shall be deemed to be “Remaining
        Shares”
        for
        purposes of Section 2.6).

       

      CO-SALE
        RIGHTS OF PRINCIPAL SHAREHOLDERS

       

      Right
        of Co-Sale.
        

       

      If
        Investor proposes to transfer any Investor Shares pursuant to a Bona Fide
        Offer
        for the purchase of such shares for cash from a person or entity who is not
        an
        affiliate of Investor that would result in a Change of Control, then Investor
        shall deliver to the Company and each Principal Stockholder written notice
        (the
“Investor
        Co-Sale Notice”)
        offering each Principal Stockholder, the right to participate in such sale
        of
        Investor Shares on the same terms and conditions as specified in the Investor
        Co-Sale Notice by notifying Investor, within ten days after delivery of the
        Investor Co-Sale Notice, of its acceptance of such offer. The Investor Co-Sale
        Notice shall describe in reasonable detail the proposed Transfer, including
        the
        number of Investor Shares proposed to be transferred, the nature of such
        Transfer, the consideration to be paid, and the name and address of each
        prospective purchaser or transferee. A copy of the Bona Fide Offer, and all
        other documents directly or indirectly relating to the proposed Transfer,
        shall
        be included as part of the Investor Co-Sale Notice. Each notice of any Principal
        Stockholder accepting such offer shall indicate the number of shares of Common
        Stock such Principal Stockholder wishes to sell. To the extent one or more
        Principal Stockholders exercises such right of participation in accordance
        with
        the terms and conditions set forth below, the number of Investor Shares that
        Investor may sell in the transaction shall be correspondingly
        reduced.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Each
        Principal Stockholder may sell all or any part of that number of shares of
        Common Stock equal to the product obtained by multiplying (i) the
        aggregate
        number of shares of Common Stock by (ii) a fraction, the numerator
        of which
        is the number of Fully-diluted shares of Common Stock held by such Principal
        Stockholder on the date of the Investor Co-Sale Notice and the denominator
        of
        which is the total number of Fully-diluted shares of Common Stock held on
        such
        date by Investor and all of the Principal Stockholders who elect to participate
        in the Transfer pursuant to this Section 4.1 (a “Co-Sale
        Participant”).
        If any
        Principal Stockholders fail to elect to fully participate in Investor’s sale
        within such 10-day period, then Investor shall promptly notify in writing
        each
        Co-Sale Participant who has elected to fully participate, and shall offer
        each
        such Co-Sale Participant the additional right to sell all or any part of
        that
        number of shares of Common Stock equal to the product obtained by multiplying
        (i) the aggregate number of shares of Common Stock that the other
        Principal
        Stockholders elected not to sell (the “Unsold
        Shares”)
        by
        (ii) a fraction, the numerator of which is the number of Fully-diluted
        shares of Common Stock held by such Co-Sale Participant on the date of such
        notice and the denominator of which is the total number of Fully-diluted
        shares
        of Common Stock held on such date by Investor and all of the Co-Sale
        Participants who elect to sell Unsold Shares under this sentence. Each Co-Sale
        Participant shall have five days after receipt of such notice to notify Investor
        of its election to sell all or a portion thereof of the Unsold Shares.


       

      Each
        Co-Sale Participant shall effect its participation in the Transfer by promptly
        delivering to Investor for transfer to the prospective purchaser one or more
        certificates, properly endorsed for transfer, which represent: 

       

      the
        number of shares of Common Stock that such Co-Sale Participant elects to
        sell;
        or 

       

      that
        number of Series A Preferred Stock that are at such time convertible into
        the
        number of shares of Common Stock that such Co-Sale Participant elects to
        sell;
provided,
        however,
        that if
        the prospective third-party purchaser objects to the delivery of Series A
        Preferred Stock in lieu of Common Stock, such Co-Sale Participant shall convert
        such Series A Preferred Stock into Common Stock and deliver Common Stock
        as
        provided in Section 5.1(c)(i) above. The Company agrees to make any such
        conversion concurrent with the actual transfer of such shares to the purchaser
        and contingent on such transfer. 

       

      The
        stock
        certificate or certificates that the Co-Sale Participant delivers to Investor
        pursuant to this Section 5.1 shall be transferred to the prospective
        purchaser for purposes of consummating the sale of the Common Stock pursuant
        to
        the terms and conditions specified in the Investor Co-Sale Notice, and Investor
        shall concurrently therewith
        remit to such Co-Sale Participant that portion of the sale proceeds to which
        such Co-Sale Participant is entitled by reason of its participation in such
        sale. To the extent that any prospective purchaser or purchasers prohibits
        such
        assignment or otherwise refuses
        to purchase shares or other securities from such Co-Sale Participant, Investor
        shall not sell to such prospective purchaser or purchasers any of its Investor
        Shares unless and until, simultaneously with such sale, Investor shall purchase
        such shares or other securities from the Co-Sale Participants for the same
        consideration and on the same terms and conditions as the proposed transfer
        described in the Investor Co-Sale Notice. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Third
        Party Transfers.
        If
        Investor has received a Bona Fide Offer, any Investor Shares not subject
        to sale
        under Section 4.1 may be sold by Investor, not later than 60 days following
        delivery to the Company and each Principal Stockholder of the Investor Co-Sale
        Notice, on terms and conditions (including the purchase price) no more favorable
        to the transferor than those specified in the Investor Co-Sale Notice. Any
        proposed Transfer on terms and conditions more favorable than those described
        in
        the Investor Co-Sale Notice, as well as any subsequent proposed Transfer
        of any
        Investor Shares by Investor, shall again be subject to the co-sale rights
        of the
        Principal Stockholder, described in this Article IV. 

       

      Compliance
        with Securities Laws.
        Notwithstanding anything herein to the contrary, all parties hereto shall
        take
        all actions reasonably necessary to ensure that all Transfers of Investor
        Shares
        are made in compliance with the registration requirements of all applicable
        federal and state securities laws. 

       

      PROHIBITED
        TRANSFERS

       

      Remedies.
        In the
        event that a Principal Stockholder or Investor (“Prohibited
        Transferor”)
        should
        Transfer any Controlled Shares or Investor Shares, as the case may be, in
        contravention of the co-sale rights of Investor or the Principal Stockholders
        (the “Co-Sale
        Right Holder”)
        under
        this Agreement (a “Prohibited
        Transfer”),
        the
        Co-Sale Right Holder, in addition to such other remedies as may be available
        at
        law, in equity or hereunder, shall have the rights provided below in Section
        5.2, and such Prohibited Transferor shall be bound by the applicable provisions
        thereof.

       

      Sale
        Rights.
        In the
        event of a Prohibited Transfer, the Co-Sale Right Holder shall have the right
        to
        sell to such Prohibited Transferor the type and number of shares of Common
        Stock
        equal to the number of shares the Co-Sale Right Holder would have been entitled
        to transfer to the third-party transferee(s) under Section 2.6 or
        4.1, as
        the case may be, hereof had the Prohibited Transfer been effected pursuant
        to
        and in compliance with the terms hereof (assuming that neither the Company
        nor
        Investor would have exercised their purchase rights under Section 2.4 or
        2.5).
        Such sale shall be made on the following terms and conditions:

       

      The
        price
        per share at which the Common Stock is to be sold to the Prohibited Transferor
        shall be equal to the greater of (i) 120% of the price per share paid by
        the
        third-party transferee(s) to such Prohibited Transferor in the Prohibited
        Transfer or (ii) an amount equal to 120% of the fair market value of the
        stock
        to be sold, determined as of the date immediately prior to the Prohibited
        Transfer in good faith by the Board of Directors of the Company. The Prohibited
        Transferor shall also reimburse the Co-Sale Right Holder for any and all
        fees
        and expenses, including legal fees and expenses, incurred pursuant to the
        enforcement of such Investor’s rights under this Section 5.2.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Within
        90
        days after the later of the dates on which the Co-Sale Right Holder received
        notice of the Prohibited Transfer or otherwise become aware of the Prohibited
        Transfer, the Co-Sale Right Holder shall, if exercising the rights afforded
        under this Section 5.2, deliver to the Prohibited Transferor the certificate
        or
        certificates representing Common Stock to be sold, each certificate to be
        properly endorsed for transfer.

       

      Such
        Prohibited Transferor shall, upon receipt of the certificate or certificates
        for
        the Common Stock to be sold by the Co-Sale Right Holder pursuant to this
        Section 5.2, pay the aggregate purchase price therefor and the amount
        of
        reimbursable fees and expenses, as specified in Section 5.2(a), in cash or
        by
        other means acceptable to such Prohibited Transferor.

       

      Void
        Transfers.
        Notwithstanding any thing in this Agreement to the contrary, any attempt
        by a
        Principal Stockholder to Transfer Controlled Shares in violation of Article
        II
        hereof or Investor to Transfer Investor Shares in violation of Article IV
        hereof
        shall be void (unless expressly ratified in writing by Investor or the Principal
        Stockholders, as the case may be), and the Company agrees it will not effect
        such a Transfer nor will it treat any alleged transferee(s) as the holder
        of
        such shares in the absence of any such express written
        ratification.

       

      TERMINATION
        AND ASSIGNMENT OF RIGHTS

       

      Term.
        This
        Agreement shall terminate upon the earlier of (i) the consummation of the
        Company’s first firm commitment underwritten public offering of its Common Stock
        under the Securities Act in which the aggregate gross proceeds to the Company
        equal at least $40 million and that results in a market capitalization
        (calculated by the managing underwriter or underwriters for such offering)
        of at
        least $150 million or (ii) the consummation of any acquisition of the Company
        by
        consolidation, merger or other business combination in which the holders
        of the
        Company’s outstanding securities immediately prior to such transaction own,
        immediately after such transaction, securities representing less than 50%
        of the
        voting power of the corporation or other entity surviving such transaction.
        In
        addition, this Agreement shall terminate with respect to Investor or a Principal
        Stockholder when and if Investor or Principal Stockholder no longer holds
        any
        Investor Shares or Controlled Shares, as the case may be. 

       

      Assignment
        of Rights.
        Investor
        may assign its rights hereunder to a transferee in connection with any Transfer
        of any Investor Shares, provided that (i) such transferee holds, immediately
        after such Transfer, at least 25% of the Investor Shares held by the transferor
        immediately prior to such Transfer, (ii) such transferee or assignee agrees
        in
        writing to be bound by and subject to the terms and conditions of this Agreement
        and (iii) such writing, along with the transferee’s name and address, is
        furnished to the Company. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      MISCELLANEOUS

       

      Successors
        and Assigns.
        Subject
        to Sections 3.2 and 6.2, the terms and conditions of this Agreement shall
        inure
        to the benefit of, and be binding upon, the respective successors, heirs,
        executors, administrators and assigns of the parties, including transferees
        of
        Controlled Shares or Investor Shares. 

       

      Legend.
        Each
        existing or replacement certificate for Common Stock now owned or hereafter
        acquired by a Principal Stockholder or issued to any person in connection
        with a
        transfer pursuant to Article II, III, IV or V hereof shall bear a legend
        referring to this Agreement substantially similar to the legend set forth
        in the
        Purchase Agreement (in addition to any legend required under applicable state
        laws). 

       

      Ownership.
        Each
        Principal Stockholder represents and warrants that as of the date hereof
        such
        Principal Stockholder is the sole legal and beneficial owner of the number
        of
        Controlled Shares specified on Appendix A, and that no other person has any
        ownership interest (other than a community property interest) in such
        shares.
        In
        connection with any purchase of Common Stock hereunder, the purchaser of
        such
        shares may condition its purchase upon receiving a representation and warranty
        as to the matters referred to in the prior sentence. 

       

      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 delivery by confirmed facsimile
        transmission, nationally recognized overnight courier service, or upon deposit
        with the United States Post Office, by registered or certified mail, postage
        prepaid and addressed to the party to be notified at the address indicated
        for
        such party in the Investor’s Rights Agreement, or at such other address as such
        party may designate by ten days’ advance written notice to the other parties. If
        any Principal Stockholder is not listed in the Investor’s Rights Agreement and
        has not previously furnished an address hereunder, then notices may be furnished
        to the address for such person reflected in the books and records of the
        Company. 

       

      Governing
        Law.
        This
        Agreement shall be interpreted under the laws of the State of Texas, without
        reference to its conflicts of laws provisions. 

       

      Counterpart.
        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. 

       

      Attorney’s
        Fees.
        If any
        action at law or in equity is necessary to enforce or interpret the terms
        of
        this Agreement, the prevailing party shall be entitled to reasonable attorneys’
        fees, costs and necessary disbursements in addition to any other relief to
        which
        such party may be entitled. 

       

      Entire
        Agreement.
        This
        Agreement, the Purchase Agreement, the Investor’s Rights Agreement and any other
        agreements referred to herein constitute the entire understanding of the
        parties
        hereto with respect to the subject matter hereof, and supersede all other
        agreements between or among any of the parties with respect to the subject
        matter hereof. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Additional
        Actions and Documents.
        The
        parties shall execute and deliver further documents and instruments and shall
        take other further actions as may be required or appropriate to carry out
        the
        intent and purposes of this Agreement. 

       

      Amendment
        and Waiver.
        Except
        as otherwise provided herein, any term of this Agreement may be amended only
        by
        a written instrument duly executed and delivered by the Company, the holders
        of
        at least 80% of the Investor Shares, and the holders of at least 80% of the
        Controlled Shares. 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 (i) as to the Company, the
        Company, (ii) as to Investor, at least 80% of the Investor Shares, and (iii)
        as
        to Principal Stockholders, at least 80% of the Controlled Shares; provided,
        however,
        that
        each party to this Agreement may waive its own rights hereunder without
        obtaining the consent of any other party. Any amendment or waiver effected
        in
        accordance with this paragraph shall be binding upon the Company, Investor,
        each
        Principal Stockholder, and each transferee or assignee hereunder. 

       

      Delays
        or Omissions.
        It is
        agreed that no delay or omission to exercise any rights, power, or remedy
        accruing to any party upon any breach, default or noncompliance under this
        Agreement shall impair any such rights, power, or remedy, nor shall it be
        construed to be a waiver of any such breach, default or noncompliance, or
        any
        acquiescence therein, or of any similar breach, default or noncompliance
        thereafter occurring. It is further agreed that any waiver, consent or approval
        of any kind or character of any breach, default or noncompliance under this
        Agreement or any waiver of any provisions or conditions of this Agreement
        must
        be in writing, must be made in accordance with Section 6.10 and shall be
        effective only to the extent specifically set forth in such writing. All
        remedies, either under this Agreement, by law or otherwise, shall be cumulative
        and not alternative. 

       

      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 was so
        excluded and shall be enforceable in accordance with its terms. 

       

      [SIGNATURES
        ON THE FOLLOWING PAGES]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties hereto have executed this Right of First Refusal
        and Co-Sale Agreement as of the date first written above.

       

      
        	 	 	 
	 	THE
                COMPANY:
	 	 
	 	TRULITE, INC.
	 	 	 
	 	By:  	
                 

                 

              
	 	
                
Name:
                William J. Berger
	 	Title:
                President and Chief Executive Officer


      

       

      
        	 	 	 
	 	INVESTOR:
	 	 
	 	TRULITE
                ENERGY PARTNERS, L.P.
	 
 	 
 	 
 
	 	By:  	
                Contango
                  Capital Partnership Management LLC,

              


      

      
        
          	 	Its:	General
                  Partner
	 	 
	 	 	 
	 	
                   

                  By:  

                	
                   

                
	 	
                  
Name:
                  William J. Berger
	 	Title:
                  President and Chief Executive Officer


        

        
          	 	 	 
	 	 	 
	 	PRINCIPAL
                  STOCKHOLDERS:
	 
 	 
 	 
 
	 	
                   

                  By:  

                	 
	 	
                  

                


        

        
          	 	 	 
	 
 	 
 	 
 
	 	
                   

                  By: