TRULITE,
        INC.

       

      COMMON
        STOCK

       

      PURCHASE
        AGREEMENT

      

        NOVEMBER
          26, 2007

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF CONTENTS

     

    
      	 	
              Page

            
	
              1.
                Purchase and Sale of Common Stock

            	
              1

            
	 	
              1.1
                 Sale and Issuance of Common Stock

            	
              1

            
	 	
              1.2 
                Closing

            	
              1

            
	 	
              1.3 
                Company Registration

            	
              2

            
	 	
              1.4 
                Information from Investor

            	
              2

            
	 	
              1.5 
                Expenses of Registration

            	
              3

            
	 	
              1.6 
                Indemnification

            	
              3

            
	
              2.
                Representations and Warranties of the Company

            	
              3

            
	 	
              2.1
                 Organization, Good Standing and Qualification

            	
              3

            
	 	
              2.2 
                Capitalization and Voting Rights

            	
              3

            
	 	
              2.4 
                Authorization

            	
              4

            
	 	
              2.5 
                Valid Issuance of Preferred and Common Stock

            	
              4

            
	 	
              2.6 
                Governmental Consents

            	
              4

            
	 	
              2.7 
                Offering

            	
              5

            
	 	
              2.9 
                Litigation

            	
              5

            
	 	
              2.11
                 Patents and Trademarks

            	
              5

            
	 	
              2.13 
                Agreements; Action

            	
              5

            
	 	
              2.16 
                Environmental and Safety Laws

            	
              5

            
	 	
              2.22 
                Title to Property and Assets

            	
              6

            
	 	
              2.28 
                Insurance

            	
              6

            
	 	
              2.34
                 Brokers

            	
              6

            
	
              3.
                Representations and Warranties of the Investors

            	
              6

            
	 	
              3.1
                 Authorization

            	
              6

            
	 	
              3.2 
                Purchase Entirely for Own Account

            	
              6

            
	 	
              3.3 
                Disclosure of Information

            	
              6

            
	 	
              3.4 
                Investment Experience

            	
              6

            
	 	
              3.5
                 Accredited Investor

            	
              7

            
	 	
              3.6 
                Restricted Securities

            	
              7

            
	 	
              3.7 
                Further Limitations on Disposition

            	
              7

            
	 	
              3.8 
                Legends

            	
              7

            
	
              4.
                Conditions of Investors’ Obligations at Closing

            	
              8

            
	 	
              4.1
                 Representations and Warranties

            	
              8

            
	 	
              4.2 
                Performance

            	
              8

            
	 	
              4.5 
                Proceedings and Documents

            	
              8

            
	
              5.
                Conditions of the Company's Obligations at Closing

            	
              8

            
	 	
              5.1
                 Representations and Warranties

            	
              8

            
	 	
              5.2 
                Payment of Purchase Price

            	
              8

            
	 	
              5.3 
                Qualifications

            	
              8

            
	
              6.
                Miscellaneous

            	
              8

            
	 	
              6.1 
                Survival of Warranties

            	
              8

            
	 	
              6.2 
                Successors and Assigns

            	
              8

            
	 	
              6.4
                 Counterparts

            	
              9

            
	 	
              6.5 
                Titles and Subtitles

            	
              9

            
	 	
              6.6 
                Notices

            	
              9

            


    

     

    
      
        
        

      

      
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              6.7 
                Finder's Fee

            	
              9

            
	 	
              6.8 
                Expenses

            	
              9

            
	 	
              6.9 
                Amendments and Waivers

            	
              9

            
	 	
              6.10
                 Severability

            	
              10

            
	 	
              6.13 
                Entire Agreement

            	
              10

            


    

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    


    TRULITE,
      INC.

    

      COMMON
        STOCK PURCHASE AGREEMENT

    

     

    This
      Common Stock Purchase Agreement (this “Agreement”)
      is
      made as of the 26th day of November 2007, by and between Trulite, Inc., a
      Delaware corporation (the “Company”),
      and
      Standard Renewable Energy Group, LLC (the “Investor”).

     

    WHEREAS,
      the Investor intends to provide certain consideration to the Company (the
“Consideration”);

     

    WHEREAS,
      the parties intend for the Company to issue in return for the Consideration
      two
      million four hundred thousand (2,400,000) shares (the “Purchased
      Shares”)
      of the
      Company’s common stock, par value $0.0001 per share (the “Common
      Stock”);
      and

     

    WHEREAS,
      the parties hereto wish to provide for the sale and issuance of the Purchased
      Shares in return for the Consideration.

     

    NOW,
      THEREFORE, the parties hereby agree as follows:

     

    1. Purchase
      and Sale of Common Stock; 

     

    1.1. Common
      Stock

     

    (a) On
      or
      prior to the Closing (as defined below), the Company shall have authorized
      (i) the sale and issuance of the Purchased Shares to the
      Investor.

     

    (b) Subject
      to the terms and conditions of this Agreement, the Investor agrees to purchase
      at the Closing,
      and
      the
      Company agrees to sell and issue to Investor at the Closing the Purchased Shares
      for the purchase price of one-half and No/100 Dollars ($0.50).

     

    1.2. Closing.
      The
      purchase and sale of the Purchased Shares shall take place at the offices of
      the
      Company at 1401 McKinney, Ste. 900, Houston, Texas, 77010 at 10 a.m. Central
      Time, on November 26, 2007, or at such other time and place as the Company
      and
      Investor mutually agree upon orally or in writing (which time and place are
      designated as the “Closing”).
      At
      the Closing, the Company shall deliver to Investor, against payment of the
      Consideration by Investor to the Company by check, wire transfer or any
      combination thereof a certificate representing Purchased Shares Investor is
      purchasing. 

     

    1.3. Company
      Registration.

     

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


    
      
        
        

      

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

     

    (c) Underwriting
      Requirements.
      In
      connection with any offering involving an underwriting of shares of the
      Company’s capital stock, the Company shall not be required under this
      Section 1.3 to include any of the Investor’s securities in such
      underwriting unless they accept the terms of the underwriting as agreed upon
      between the Company and the underwriters selected by the Company (or by other
      persons entitled to select the underwriters) and enter into an underwriting
      agreement in customary form with such underwriters, and then only in such
      quantity as the underwriters determine in their sole discretion will not
      jeopardize the success of the offering by the Company. If the total amount
      of
      securities, including Purchased Shares, requested by stockholders to be included
      in such offering exceeds the amount of securities sold other than by the Company
      that the underwriters determine in their sole discretion is compatible with
      the
      success of the offering, then the Company shall be required to include in the
      offering only that number of such securities, including Purchased Shares, that
      the underwriters determine in their sole discretion will not jeopardize the
      success of the offering. In no event shall any Purchased Shares be excluded
      from
      such offering unless all other stockholders’ securities have been first
      excluded. In the event that the underwriters determine that less than all of
      the
      Purchased Shares requested to be registered can be included in such offering,
      then the Purchased Shares that are included in such offering shall be
      apportioned pro rata among Investor and other selling parties based on the
      number of shares of Common Stock held by Investor and all other selling parties
      or in such other proportions as shall mutually be agreed to by Investor and
      all
      other selling parties.

     

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

     

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


    
      
        
        

      

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

     

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

     

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

     

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

     

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


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    (b) 1,500,000
      shares of Series A Preferred Stock, par value $0.0001 per share (the “Preferred
      Stock”), of which no shares are issued and outstanding. 

     

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

     

    (d) Except
      for (i) warrants to purchase a total of 2,611,666 shares of the Company’s common
      stock, (ii) agreements to convert $1,695,000 in Notes Payable due to Standard
      Renewable Energy Group, LLC, $1,255,000 of Notes Payable to Contango Venture
      Capital Corporation and $125,000 of Notes Payable to Old SRE, LP, plus accrued
      and unpaid interest totaling $170,595 into a total of 5,802,796 Common Shares
      (iii) agreements to convert $500,000 of Notes Payable to third parties, plus
      accrued interest of $31,441, into a total of 1,062,882 Common Shares and (ii)
      currently outstanding options to purchase 3,520,676 shares of Common Stock
      granted to employees and other service providers pursuant to the Company’s Stock
      Option Plan (the “Option
      Plan”),
      there
      are not outstanding any options, warrants, rights (including conversion or
      preemptive rights) or agreements for the purchase or acquisition from the
      Company of any shares of its capital stock. In addition to the aforementioned
      options, the Company has reserved an additional 1,551,421 shares of its
      Common Stock for purchase upon exercise of options to be granted in the future
      under the Option Plan. The Company is not a party or subject to any agreement
      or
      understanding, and, to the best of the Company’s knowledge, there is no
      agreement or understanding between any persons and/or entities, which affects
      or
      relates to the voting or giving of written consents with respect to any security
      or by a director of the Company.

     

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

     

    2.4. Valid
      Issuance of Common Stock.
      The
      Common Stock that is being purchased by the Investor hereunder, when issued,
      sold and delivered in accordance with the terms of this Agreement for the
      consideration expressed herein, will be duly and validly issued, fully paid,
      and
      nonassessable, and will be free of restrictions on transfer other than
      restrictions on transfer under this Agreement and under applicable state and
      federal securities laws. 

     

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


    
      
        
        

      

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

     

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

     

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

     

    2.9. Agreements;
      Action.

     

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

     

    (b) The
      Company is not a party to and is not bound by any contract, agreement or
      instrument, or subject to any restriction under its Certificate of
      Incorporation, Certificate of Designation designating the Series A Preferred
      Stock or Bylaws that adversely affects its business as now conducted, its
      properties or its financial condition.

     

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


    
      
        
        

      

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

     

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

     

    2.13. Brokers.
      The
      Company has no contract, arrangement or understanding with any broker, finder
      or
      similar agent with respect to the transactions contemplated by this
      Agreement.

     

    3. Representations
      and Warranties of Investor.
      Investor
      hereby represents and warrants that:

     

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

     

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

     

    3.3. Disclosure
      of Information.
      Investor believes it has received all the information it considers necessary
      or
      appropriate for deciding whether to purchase the Purchased Shares. Investor
      further represents that it has had an opportunity to ask questions and receive
      answers from the Company regarding the terms and conditions of the offering
      of
      the Purchased Shares and the business, properties, prospects and financial
      condition of the Company. The foregoing, however, does not limit or modify
      the
      representations and warranties of the Company in Section 2 of this
      Agreement or the right of Investor to rely thereon.

     

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


    
      
        
        

      

      
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    3.5. Accredited
      Investor.
      Investor is an “accredited investor” within the meaning of Securities and
      Exchange Commission (“SEC”)
      Rule
      501 of Regulation D, as presently in effect.

     

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

     

    3.7. Further
      Limitations on Disposition.
      Without
      in any way limiting the representations set forth above, Investor further agrees
      not to make any disposition of all or any portion of the Purchased Shares unless
      and until the transferee has agreed in writing for the benefit of the Company
      to
      be bound by this Section 3 provided and to the extent this Section and such
      agreement are then applicable, and:

     

    (a) (i) Investor
      shall have notified the Company of the proposed disposition and shall have
      furnished the Company with a detailed statement of the circumstances surrounding
      the proposed disposition, and (ii) if reasonably requested by the Company,
      Investor shall have furnished the Company with an opinion of counsel, reasonably
      satisfactory to the Company that such disposition will not require registration
      of such shares under the Act. It is agreed that the Company will not require
      opinions of counsel for transactions made pursuant to Rule 144 except in unusual
      circumstances.

     

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

     

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

     

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


    
      
        
        

      

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    6. Miscellaneous.

     

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

     

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


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

    6.6. Notices.
      Unless
      otherwise provided, any notice required or permitted under this Agreement shall
      be given in writing and shall be deemed effectively given upon personal delivery
      to the party to be notified or upon deposit with 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 on the signature page
      hereof, or at such other address as such party may designate by ten (10) days’
advance written notice to the other parties.

     

    6.7. Finder’s
      Fee.
      Each
      party represents that it neither is nor will be obligated for any finders’ fee
      or commission in connection with this transaction. Investor agrees to indemnify
      and to hold harmless the Company from any liability for any commission or
      compensation in the nature of a finders’ fee (and the costs and expenses of
      defending against such liability or asserted liability) for which Investor
      or
      any of its officers, partners, employees, or representatives is responsible.
      The
      Company agrees to indemnify and hold harmless Investor from any liability for
      any commission or compensation in the nature of a finders’ fee (and the costs
      and expenses of defending against such liability or asserted liability) for
      which the Company or any of its officers, employees or representatives is
      responsible.

     

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


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    6.9. Amendments
      and Waivers.
      Any
      term of this Agreement may be amended and the observance of any term of this
      Agreement may be waived (either generally or in a particular instance and either
      retroactively or prospectively), only with the written consent of the Company
      and the holders of a majority of the Common Stock issuable or issued upon
      conversion of the Common Stock. Any amendment or waiver effected in accordance
      with this paragraph shall be binding upon each holder of any securities
      purchased under this Agreement at the time outstanding (including securities
      into which such securities are convertible), each future holder of all such
      securities, and the Company.

     

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

     

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

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


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

     

    

      
        	 	
                COMPANY:

              
	 	 
	 	
                
                  TRULITE,
                    INC.

                

              
	 	
                (a
                  Delaware corporation)

              
	 	 
	 	 
	 	
                By:

              	
                /s/
                  G. Wade Stubblefield

              
	 	 	
                G.
                  Wade Stubblefield

              
	 	 	
                Chief
                  Financial Officer

              
	 	 
	 	
                Address:

              	
                1401
                  McKinney, Ste 900

              
	 	 	
                Houston,
                  Texas 77010

              
	 	 
	 	 
	 	
                INVESTOR:

              
	 	 
	 	
                
                  STANDARD
                    RENEWABLE ENERGY GROUP, LLC

                

              
	 	
                (a
                  Delaware limited partnership)

              
	 	 
	 	
                By:

              	
                    
                  /s/ John D. White

              
	 	
                Name:

              	
                John
                  D. White

              
	 	 	
                Chairman

              
	 	 
	 	
                Address:

              	
                1401
                  McKinney, Ste. 900

              
	 	 	
                Houston,
                  Texas 77010