WARRANT EXERCISE AGREEMENT
This
Warrant Exercise Agreement (“Agreement”)
is
entered into and effective as of __________, 2007, by and between Neah Power
Systems, Inc., a Nevada corporation (“Company”),
and
the person whose name is set forth on the signature block below (“Investor”).
Investor and Company are sometimes collectively referred to herein as the
“Parties.”
RECITALS
1. In
connection with a May 11, 2007 public offering of the Company’s securities
through Empire Financial Group, Inc., the Company issued to Investor a Stock
Purchase Warrant (“Warrant”)
to
purchase a number of shares of Common Stock, par value $0.001 per share, of
the
Company, equal to 75% of the total number of shares of common stock purchased
by
Investor in the offering, as shown on the signature block below (the
"Warrant
Shares"),
at
the following exercise prices:
A. Warrant
A
to purchase 25% warrant coverage of the Company's common stock purchased by
Investor in the offering at an exercise price of $1.10 per share.
B. Warrant
B
to purchase 25% warrant coverage of the Company's common stock purchased by
Investor in the offering at an exercise price of $1.60 per share.
C. Warrant
C
to purchase 25% warrant coverage of the Company’s common stock purchased by
Investor in the offering at an exercise price of $2.00 per share.
2. Investor
desires to exercise the Warrant to purchase all of the Warrant Shares A, B
and
C, all at an exercise price of $0.20
per
Warrant Share (“New
Exercise Price”).
3. Company
desires to permit such exercise in accordance with the terms of this
Agreement.
AGREEMENT
NOW,
THEREFORE,
in
consideration of the mutual covenants, agreements and conditions herein stated,
together with other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties hereby agree as follows:
1. Exercise
of Warrant.
Investor hereby elects to purchase all of the Warrant Shares pursuant to the
terms of the Warrant, and tenders herewith full payment of the New Exercise
Price for all of the Warrant Shares. The original Warrant is attached hereto
as
Exhibit A.
2. Payment.
Payment
shall take the form of (check applicable box):
o
wire
transfer
o
cashier's
check
3. Certificate.
Please
issue a certificate or certificates representing said Warrant Shares in the
name
of Investor, as specified on the signature block below. The Warrant Shares
shall
be delivered to the address set forth on the signature block below, which
Investor represents is its current address and place of business, citizenship
or
residence.
4. Prohibited
Transactions.
Investor warrants and represents that neither Investor nor any of its affiliates
has engaged in any short sale transaction within the last 10 trading days,
and
does not hold any open short position in the common stock of Company. Investor
agrees that it will not use any of the Warrant Shares to cover any short
position, and that it will not, and will cause its Affiliates not to, engage
in
any short sales of or hedging transactions with respect to the common stock
of
Company for a period of at least 90 days following the date hereof.
1
5. General.
The
Recitals are hereby incorporated by reference and, therefore, shall be part
of
the Agreement of the Parties. In addition to any other representations and
warranties contained herein, the Parties hereby represent, warrant and agree
that they have the full right, power, legal capacity and authority to enter
into
and fully perform this Agreement. This Agreement may be executed by the Parties
in separate counterparts, each of which, when so executed, shall, together,
constitute and be one and the same instrument. Each of the Parties acknowledges
that no other party nor any agent or attorney of any other party has made any
promise, representation or warranty whatsoever, express or implied, written
or
oral, not contained herein, to induce it to execute this Agreement, and each
of
the Parties acknowledges that it has not executed this Agreement in reliance
on
any promise, representation or warranty not expressly contained herein. This
Agreement constitutes and contains the entire agreement and understanding
concerning the subject matter hereof between the Parties and supersedes and
replaces all prior negotiations and proposed agreements, written or oral. This
Agreement shall be governed by and construed pursuant to the laws of the State
of Nevada.
IN
WITNESS WHEREOF,
the
Parties have executed this Agreement as of the date first set forth above.
INVESTOR:
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Investor Name:
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By:
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Its:
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Address:
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Number of Warrant Shares:
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Total New Exercise Price: $
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By:
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Its:
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2
Exhibit
A
WARRANT
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