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
|
|
i
|
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 0000 XxXxxxxx, Xxx. 000, Xxxxxxx, Xxxxx, 00000 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.
1
(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.
2
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.
4
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.
5
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.
6
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.”
7
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 Xxxxxx County, Texas, and shall be brought in the State District Courts
of
Xxxxxx 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 Xxxxxx County, Texas, and specifically consent to the
jurisdiction of the State District Courts of Xxxxxx 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. Xxxx Xxxxxxxxxxxx
|
|||||
|
G.
Xxxx Xxxxxxxxxxxx
|
||||||
|
Chief
Financial Officer
|
||||||
|
Address:
|
0000
XxXxxxxx, Xxx 000
|
|||||
|
Xxxxxxx,
Xxxxx 00000
|
||||||
|
INVESTOR:
|
||||||
|
STANDARD
RENEWABLE ENERGY GROUP, LLC
|
||||||
|
(a
Delaware limited partnership)
|
||||||
|
By:
|
/s/ Xxxx X. Xxxxx
|
|||||
|
Name:
|
Xxxx
X. Xxxxx
|
|||||
|
Chairman
|
||||||
|
Address:
|
0000
XxXxxxxx, Xxx. 000
|
|||||
|
Xxxxxxx,
Xxxxx 00000
|
||||||
