BORU ENTERPRISES INVESTMENT BANKING * MERCHANT BANKING * CONSULTING To: John Berger From: John T. Moran Re: Trulite Inc. / Boru Enterprises, Inc. Consulting Agreement March 26, 2006
Exhibit
10.20
XXXX
ENTERPRISES
INVESTMENT
BANKING * MERCHANT BANKING * CONSULTING
To:
Xxxx
Xxxxxx
From:
Xxxx X. Xxxxx
Re:
Trulite Inc. / Xxxx Enterprises, Inc. Consulting Agreement
March
26,
2006
Thank
you for the confidence that you have shown Xxxx Enterprises Inc. (Xxxx) by
agreeing to hire us to assist you in the going public and capital raising
process for Trulite, Inc. (Trulite). My understanding of the terms of our
agreement is as follows:
1) Trulite
desires to go public through the filing of a Form 10SB with the SEC followed
by
the filing of a Form 15C-211 with NASDAQ in order to permit its stock to trade
on the NASDAQ Bulletin Board. The 10SB has been filed and been declared
Effective. The 15C-211 will be filed in the immediate future. Xxxx will assist
Trulite with identifying a NASD member firm to make this filing and will
coordinate the effort until it is completed.
2) Trulite
seeks to raise Bridge Capital to see it through its larger financing which
will
take place as soon as possible after the stock is trading. Xxxx will assist
Trulite in raising this capital by introducing certain parties that may help
Trulite in the public markets. These introductions shall be made pursuant to
Xxxx’x sum certain consulting fee and no transaction based compensation shall be
received by Xxxx for these introductions.
3) Trulite
desires to file a Form SB-2 registration statement with the SEC. Xxxx will
coordinate with Trulite and its professionals until the filing is declared
Effective.
4) Trulite
desires to raise significant capital in the public markets as soon as possible
after SB-2 is declaired Effective. Xxxx will assist Trulite in this endeavor
by
introducing the Company to NASD Member Firms who might have an interest in
raising this money.
5) It
is anticipated that Trulite’s capital requirements will be ongoing. Xxxx will
continue to assist Trulite in its search for capital through NASD Member
Firms.
6) Xxxx
will be available to the management of Trulite on an “As-Needed” basis for
general consulting advice throughout this process.
7) The
length of this commitment can not be determined at this time but it shall be
for
the duration of Trulite’s requirements. It is anticipated that these
requirements will not be satisfied for at least two years.
In
exchange for its efforts Xxxx shall receive the following
compensation:
1) 250,000
shares of Trulite’s restricted common stock which shall be included in Trulite’s
currently anticipated SB-2 filing.
2) 250,000
5-Year warrants to purchase Trulite’s common stock at a strike price of $3. The
shares underlying these warrants shall be included in currently anticipated
registration statement.
3) Xxxx
shall be responsible for all of its own reasonable and customary expenses
including but not limited to travel, entertainment, lodging and
communications.
4) Xxxx
shall serve Trulite as a consultant and not as an officer, director or
employee.
I
look forward to continuing to work with you on this exciting project. If this
memorandum accurately reflects your understanding of our agreement please
indicate by signing below.
Acknowledge
and Accepted
Trulite, Inc. | Xxxx Enterprizes, Inc | ||
By: | By: | ||
/s/ Xxxxxxx
X
Xxxxxx
|
/s/ Xxxx
Xxxxx
|
||
|
|
||
Xxxxxxx
X. Xxxxxx
Chairman of the Board Trulite, Inc.
|
Xxxx
Xxxxx
President
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