AMENDMENT TO SUBSCRIPTION AGREEMENT
AMENDMENT
TO SUBSCRIPTION AGREEMENT
This
Amendment to Subscription Agreement (this “Amendment”)
is
made and entered into as of the 24th
day of
April 2007 by and between Trulite, Inc., a Delaware corporation (“Trulite”)
and
Standard Renewable Energy Group, LP (“SREG,
LP”).
RECITALS
A. Trulite
and SREG, LP entered into that certain Subscription Agreement dated April 5,
2007 (the “Subscription
Agreement”),
and
desire to amend the Subscription Agreement as further set forth
herein.
B. Capitalized
terms used but not otherwise defined in this Amendment shall have the meanings
assigned to such terms in the Subscription Agreement.
NOW,
THEREFORE, for and consideration of the mutual promises and covenants contained
herein, the receipt and sufficiency of which is hereby acknowledged, Trulite
and
SREG, LP agree as follows:
1. Section
1
of the Subscription Agreement is hereby amended to read in its entirety as
follows:
“1. On
the
last to occur of:
(i)
the
first business day following the filing by Trulite with the State of Delaware
of
a Certificate of Amendment to the Certificate of Incorporation of Trulite to
reflect an increase in the number of authorized shares of Common Stock to
50,000,000 (the “Certificate”);
(ii)
the
third business day following the last of the first ten (10) trading days on
which Trulite Common Stock has traded on the Over the Counter Bulletin Board
(the “Initial
Ten Trading Days”);
or
(iii)
the
first business day following the date on which Trulite first has outstanding
13,785,491 shares of Company (such first or third business day being referred
to
herein as the “Effective
Date”),
Trulite
shall issue to SREG, LP a number of shares of Common Stock determined by
multiplying 2.0 times the quotient of (x) the aggregate principal balance of
and
accrued but unpaid interest on the Note as of the close of business on the
day
immediately preceding the Effective Date divided by (y) the average closing
sale
price for the Common Stock as quoted on the Over the Counter Bulletin Board
for
the Initial Ten Trading Days (collectively, the “Shares”).
Notwithstanding the foregoing, if the Certificate shall not have been filed
with
the State of Delaware on or before June 30, 2007 or if Trulite does not have
outstanding 13,785,491 shares of Common Stock on or before June 30, 2007, this
Agreement shall be of no further force and effect.”
2. Except
as
amended hereby, the Subscription Agreement shall remain unchanged.
Executed
as of the date first set forth above.
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TRULITE,
INC.
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||
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By:
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/s/ Xxxxxxxx X. Xxxxxxxx | |
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Name:
|
Xxxxxxxx X. Xxxxxxxx | |
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Title:
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President & CEO | |
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STANDARD
RENEWABLE ENERGY
|
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|
GROUP,
LP
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| /s/ Xxxxxxx X. Xxxxxx | ||
|
Name:
|
Xxxxxxx X. Xxxxxx | |
|
Title:
|
Chairman & CEO | |
