THIRD AMENDMENT TO SUBSCRIPTION AGREEMENT
THIRD
AMENDMENT
TO SUBSCRIPTION AGREEMENT
This
Third Amendment to Subscription Agreement (this “Amendment”)
is
made and entered into as of the 25th
day of
November, 2007 by and between Trulite, Inc., a Delaware corporation
(“Trulite”)
and
Contango Venture Capital Corporation (“CVCC”).
RECITALS
A. Trulite
and CVCC entered into (i) that certain Subscription Agreement dated April 5,
2007 and (ii) that certain amendment to Subscription Agreement dated April
24,
2007 (as amended, the “Subscription
Agreement”),
and
that certain Second Amendment to Subscription Agreement dated June 29, 2007
and
desire to further amend the Subscription Agreement as 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
CVCC agree as follows:
1. Section
1
of the Subscription Agreement is hereby amended to read in its entirety as
follows:
“1. Trulite
shall issue to CVCC a number of shares of Common Stock determined by the
quotient of (x) the aggregate principal balance of and accrued but unpaid
interest on the Notes as of the close of business on the day immediately
preceding the Effective Date divided by (y) the agreed price per share of Common
Stock of $0.67 (collectively, the “Shares”).
2. Exhibit
A
to the
Subscription Agreement is hereby amended in its entirety to read as Exhibit
A
attached
to this Amendment, and all references to Notes in the Subscription Agreement
shall be deemed to be references to the promissory notes listed on Exhibit
A
attached
to this Amendment. Additionally, Trulite and CVCC acknowledge that the aggregate
principal balance of the Notes is $765,000.
3. By
executing this Amendment, Trulite affirms the representations and warranties
set
forth in Section 3 of the Subscription Agreement.
4. By
executing this Amendment, CVCC affirms the representations and warranties set
forth in Section 4 of the LLC Agreement.
5. Except
as
amended hereby, the Subscription Agreement shall remain unchanged.
1
Executed
as of the date first set forth above.
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TRULITE,
INC.
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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2
EXHIBIT
A
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Date
of Note
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Payee
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Aggregate
Principal Amount
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August
9, 2006
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Contango
Venture Capital Corporation
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$
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125,000
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November
22, 2006
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Contango
Venture Capital Corporation
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$
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400,000
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February
6, 2007
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Contango
Venture Capital Corporation
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$
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240,000
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