Common use of AND EXERCISE OF OPTIONS Clause in Contracts

AND EXERCISE OF OPTIONS. 3.1 The Option shall vest as provided below if Optionee continues to be employed by the Company on such dates: With respect to 18.5% of the Option Shares One year after the Date of Grant With respect to an additional 22.5% of the Option Shares Two years after the Date of Grant With respect to an additional 26.5% of the Option Shares Three years after the Date of Grant With respect to an additional 32.5% of the Option Shares Four years after the Date of Grant 3.2 The Option may not be exercised later than seven years after the Date of Grant. (a) If some or all of the shareholders of Trulite on the Date of Grant (the “Current Shareholders”) enter into a definitive agreement to sell to a third party (an “Acquiring Party”) some or all of the shares of Common Stock held by the Current Shareholders and the proposed sale will result in the Current Shareholders having voting power with respect to less then 50% of the voting securities entitled to vote in the election of directors of Trulite, the Board may require the Optionee to exercise the vested portion of the Option and sell the Option Shares to the Acquiring Party or to the Current Shareholders, on the same terms and conditions, including prices, as the Acquiring Party is acquiring the shares from the Current Shareholders. Following the sale to the Acquiring Party, the unvested portion of the Option shall continue to be subject to the vesting terms provided herein. (b) In the event of (1) a sale of all or substantially all of the assets of the Company or (2) a merger, consolidation or reorganization involving Trulite, following which the Current Shareholders will have voting power with respect to less than 50% of the voting securities entitled to vote generally in the election of directors of the surviving entity, the Board can require that all vested Options be exercised at the time of effectiveness of the asset sale, merger, consolidation or reorganization and that, if not exercised, shall be forfeited. All Options not exercised at the time of the asset sale, merger, consolidation or reorganization and not required to be forfeited, shall be assumed by any acquiring or surviving entity on the same terms and shall become equivalent options to acquire securities of such acquiring or surviving entity. 3.4 Notwithstanding the foregoing, the Board may at any time in its sole discretion declare any outstanding Options to be fully vested and immediately exercisable in full or in part.

AND EXERCISE OF OPTIONS. 3.1 The Option shall vest as provided below if Optionee continues to be employed by the Company on such datesbelow: With respect to 18.5% of the Option Shares One year after the Date of Grant With respect to an additional 22.5% of the Option Shares Two years after the Date of Grant With respect to an additional 26.5% of the Option Shares Three years after the Date of Grant With respect to an additional 32.5% of the Option Shares Four years after the Date of Grant 3.2 The Option may not be exercised later than seven years after the Date of Grant. (a) If some or all of the shareholders of Trulite on the Date of Grant (the “Current Shareholders”) enter into a definitive agreement to sell to a third party (an “Acquiring Party”) some or all of the shares of Common Stock held by the Current Shareholders and the proposed sale will result in the Current Shareholders having voting power with respect to less then 50% of the voting securities entitled to vote in the election of directors of Trulite, the Board may require the Optionee to exercise the vested portion of the Option and sell the Option Shares to the Acquiring Party or to the Current Shareholders, on the same terms and conditions, including prices, as the Acquiring Party is acquiring the shares from the Current Shareholders. Following the sale to the Acquiring Party, the unvested portion of the Option shall continue to be subject to the vesting terms provided herein. (b) In the event of (1) a sale of all or substantially all of the assets of the Company or (2) a merger, consolidation or reorganization involving Trulite, following which the Current Shareholders will have voting power with respect to less than 50% of the voting securities entitled to vote generally in the election of directors of the surviving entity, the Board can require that all vested Options be exercised at the time of effectiveness of the asset sale, merger, consolidation or reorganization and that, if not exercised, shall be forfeited. All Options not exercised at the time of the asset sale, merger, consolidation or reorganization and not required to be forfeited, shall be assumed by any acquiring or surviving entity on the same terms and shall become equivalent options to acquire securities of such acquiring or surviving entity. (c) In the event of a “Change of Control” (that is, (i) a sale of all or substantially all of the assets or (ii) a merger, consolidation or reorganization involving Trulite, all options held by the Optionee on record as of January 4, 2006 will be subject to accelerated vesting. Board approval will not be required under these terms and conditions. It should be noted that these terms and conditions do not include the purchase of Trulite by Synexus or vice versa nor does it include a public offering or reverse merger of Trulite/Synexus into a public entity. 3.4 Notwithstanding the foregoing, the Board may at any time in its sole discretion declare any outstanding Options to be fully vested and immediately exercisable in full or in part.

AND EXERCISE OF OPTIONS. 3.1 The Option shall vest as provided below if Optionee continues to be employed by the Company on such dates: With respect to 18.5% of the Option Shares One year after the Date of Grant With respect to an additional 22.5% of the Option Shares Two years after the Date of Grant With respect to an additional 26.5% of the Option Shares Three years after the Date of Grant With respect to an additional 32.5% of the Option Shares Four years after the Date of Grant 3.2 The Option may not be exercised later than seven years after the Date of Grant. (a) If some or all of the shareholders of Trulite on the Date of Grant (the “Current Shareholders”) enter into a definitive agreement to sell to a third party (an “Acquiring Party”) some or all of the shares of Common Stock held by the Current Shareholders and the proposed sale will result in the Current Shareholders having voting power with respect to less then 50% of the voting securities entitled to vote in the election of directors of Trulite, the Board may require the Optionee to exercise the vested portion of the Option and sell the Option Shares to the Acquiring Party or to the Current Shareholders, on the same terms and conditions, including prices, as the Acquiring Party is acquiring the shares from the Current Shareholders. Following the sale to the Acquiring Party, the unvested portion of the Option shall continue to be subject to the vesting terms provided herein. (b) In the event of (1) a sale of all or substantially all of the assets of the Company or (2) a merger, consolidation or reorganization involving Trulite, following which the Current Shareholders will have voting power with respect to less than 50% of the voting securities entitled to vote generally in the election of directors of the surviving entity, the Board can require that all vested Options be exercised at the time of effectiveness of the asset sale, merger, consolidation or reorganization and that, if not exercised, shall be forfeited. All Options not exercised at the time of the asset sale, merger, consolidation or reorganization and not required to be forfeited, shall be assumed by any acquiring or surviving entity on the same terms and shall become equivalent options to acquire securities of such acquiring or surviving entity. (c) In the event of a “Change of Control” (that is, (i) a sale of all or substantially all of the assets or (ii) a merger, consolidation or reorganization involving Trulite, all options held by the employees on record as of July 15, 2005 will be subject to accelerated vesting. Board approval will not be required under these terms and conditions. It should be noted that these terms and conditions do not include the purchase of Trulite by Synexus or vice versa nor does it include a public offering or reverse merger of Trulite/Synexus into a public entity. 3.4 Notwithstanding the foregoing, the Board may at any time in its sole discretion declare any outstanding Options to be fully vested and immediately exercisable in full or in part.

AND EXERCISE OF OPTIONS. 3.1 The Option shall vest as provided below if Optionee continues to be employed by the Company and/or is a Director on such dates: With respect to 18.5% of the Option Shares One year after the Date of Grant With respect to an additional 22.5% of the Option Shares Two years after the Date of Grant With respect to an additional 26.5% of the Option Shares Three years after the Date of Grant With respect to an additional 32.5% of the Option Shares Four years after the Date of Grant 3.2 The Option may not be exercised later than seven years after the Date of Grant. (a) If some or all of the shareholders of Trulite on the Date of Grant (the “Current Shareholders”) enter into a definitive agreement to sell to a third party (an “Acquiring Party”) some or all of the shares of Common Stock held by the Current Shareholders and the proposed sale will result in the Current Shareholders having voting power with respect to less then 50% of the voting securities entitled to vote in the election of directors of Trulite, the Board may require the Optionee to exercise the vested portion of the Option and sell the Option Shares to the Acquiring Party or to the Current Shareholders, on the same terms and conditions, including prices, as the Acquiring Party is acquiring the shares from the Current Shareholders. Following the sale to the Acquiring Party, the unvested portion of the Option shall continue to be subject to the vesting terms provided herein. (b) In the event of (1) a sale of all or substantially all of the assets of the Company or (2) a merger, consolidation or reorganization involving Trulite, following which the Current Shareholders will have voting power with respect to less than 50% of the voting securities entitled to vote generally in the election of directors of the surviving entity, the Board can require that all vested Options be exercised at the time of effectiveness of the asset sale, merger, consolidation or reorganization and that, if not exercised, shall be forfeited. All Options not exercised at the time of the asset sale, merger, consolidation or reorganization and not required to be forfeited, shall be assumed by any acquiring or surviving entity on the same terms and shall become equivalent options to acquire securities of such acquiring or surviving entity. (c) In the event of a “Change of Control” (that is, (i) a sale of all or substantially all of the assets or (ii) a merger, consolidation or reorganization involving Trulite, all options held by the employee and/or Director of the on record as of April 30, 2005 will be subject to accelerated vesting. Board approval will not be required under these terms and conditions. It should be noted that these terms and conditions do not include the purchase of Trulite by Synexus or vice versa nor does it include a public offering or reverse merger of Trulite/Synexus into a public entity. 3.4 Notwithstanding the foregoing, the Board may at any time in its sole discretion declare any outstanding Options to be fully vested and immediately exercisable in full or in part.

AND EXERCISE OF OPTIONS. 3.1 The Option shall vest as provided below if Optionee continues to be employed by the Company on such dates: With respect to 18.5% of the Option Shares One year after the Date of Grant With respect to an additional 22.5% of the Option Shares Two years after the Date of Grant With respect to an additional 26.5% of the Option Shares Three years after the Date of Grant With respect to an additional 32.5% of the Option Shares Four years after the Date of Grant 3.2 The Option may not be exercised later than seven years after the Date of Grant. (a) If some or all of the shareholders of Trulite on the Date of Grant (the “Current Shareholders”) enter into a definitive agreement to sell to a third party (an “Acquiring Party”) some or all of the shares of Common Stock held by the Current Shareholders and the proposed sale will result in the Current Shareholders having voting power with respect to less then 50% of the voting securities entitled to vote in the election of directors of Trulite, the Board may require the Optionee to exercise the vested portion of the Option and sell the Option Shares to the Acquiring Party or to the Current Shareholders, on the same terms and conditions, including prices, as the Acquiring Party is acquiring the shares from the Current Shareholders. Following the sale to the Acquiring Party, the unvested portion of the Option shall continue to be subject to the vesting terms provided herein. (b) In the event of (1) a sale of all or substantially all of the assets of the Company or (2) a merger, consolidation or reorganization involving Trulite, following which the Current Shareholders will have voting power with respect to less than 50% of the voting securities entitled to vote generally in the election of directors of the surviving entity, the Board can require that all vested Options be exercised at the time of effectiveness of the asset sale, merger, consolidation or reorganization and that, if not exercised, shall be forfeited. All Options not exercised at the time of the asset sale, merger, consolidation or reorganization and not required to be forfeited, shall be assumed by any acquiring or surviving entity on the same terms and shall become equivalent options to acquire securities of such acquiring or surviving entity. (c) In the event of a “Change of Control” (that is, (i) a sale of all or substantially all of the assets or (ii) a merger, consolidation or reorganization involving Trulite, all options held by the employee and/or Director of the on record as of April 30, 2005 will be subject to accelerated vesting. Board approval will not be required under these terms and conditions. It should be noted that these terms and conditions do not include the purchase of Trulite by Synexus or vice versa nor does it include a public offering or reverse merger of Trulite/Synexus into a public entity. 3.4 Notwithstanding the foregoing, the Board may at any time in its sole discretion declare any outstanding Options to be fully vested and immediately exercisable in full or in part.