EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT, (this
“Agreement”) dated as of June 17, 2010, is entered into by and between Neah Power Systems, Inc., a
Nevada corporation (the “Company”) and Xxxxx Xxxxxxxxx, an
individual residing at Xxx Xxxx Xxxx Xxxxxxx
Xxxxx Xxxxxxx, Xxxxxxxxxx 00000 (“Xxxxxxxxx”).
WITNESSETH:
WHEREAS, the Company has
received One Hundred and Twenty Five Thousand Dollars ($125,000.00) from
Xxxxxxxxx in the amounts and on the dates presented herein as Exhibit A (the “Original Debt”);
and
WHEREAS, Xxxxxxxxx and the
Company are willing to exchange the Original Debt for 3,333,333 shares of the
Company’s common stock; and
NOW, THEREFORE, in
consideration for the foregoing, the parties hereto agree as
follows:
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1.
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Xxxxxxxxx
and the Company hereby agree to exchange the Original Debt for 3,333,333
shares of the Company’s common stock. Thus, concurrently with the
execution of this Agreement, the Company shall issue and deliver to
Xxxxxxxxx 3,333,333 shares of the Company’s
stock.
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2.
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Xxxxxxxxx
represents and warrants to, and covenants and agrees with, the Company as
follows:
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x.
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Xxxxxxxxx
is (i) an “accredited
investor”
as that term is defined in Rule 501 of the General Rules and Regulations
under the 1933 Act by reason of Rule 501(a)(3), and (ii) experienced in
making investments of the kind described in this Agreement and the related
documents, (iii) able, by reason of the business and financial experience
of its officers (if an entity) and professional advisors (who are not
affiliated with or compensated in any way by the Company or any of its
affiliates or selling agents), to protect its own interests in connection
with the transactions described in this Agreement, and the related
documents, and (iv) able to afford the entire loss of its investment in
the Company’s common shares.
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3.
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This
Agreement shall be governed by and interpreted in accordance with the laws
of the State of Washington. A facsimile transmission of this signed
Agreement shall be legal and binding on all parties hereto. This Agreement
may be signed in one or more counterparts, each of which shall be deemed
an original. The headings of this Agreement are for convenience of
reference and shall not form part of, or affect the interpretation of,
this Agreement. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability
shall not affect the validity or enforceability of the remainder of this
Agreement or the validity or enforceability of this Agreement
in
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1
any other
jurisdiction. This Agreement may be amended only by an instrument in writing
signed by the party to be charged with enforcement. This Agreement, and the
Convertible Note attached hereto, contains the entire agreement of the parties
with respect to the subject matter hereto, superseding all prior agreements,
understandings or discussions.
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IN WITNESS WHEREOF, the Company and Xxxxxxxxx have caused this
Agreement to be executed by their duly authorized representatives on the date as
first written above.
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By:
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Name:
Xxxxxx X. X’Xxxxx
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Title:
President and Chief Executive
Officer
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Xxxxx
Xxxxxxxxx
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By:
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Name:
Xxxxx
Xxxxxxxxx
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3
Exhibit
A
Xxxxx
Xxxxxxxxx
Xxx Xxxx
Xxxx
Xxxxxxx
Xxxxx Xxxxxxx, XX 00000
$125,000
Schedule
of funds received
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09/03/09
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$ | 40,000 | ||
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09/10/09
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10,000 | |||
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09/16/09
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15,000 | |||
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09/01/09
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10,000 | |||
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09/30/09
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25,000 | |||
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10/15/09
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10,000 | |||
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10/30/09
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15,000 | |||
| $ | 125,000 |
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