ContractGrowth Mergers Inc • May 1st, 2006 • Services-miscellaneous amusement & recreation • Washington
THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAW. THIS WARRANT AND SUCH SECURITIES MAY NOT BE SOLD, OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE SECURITIES LAWS OR AN EXEMPTION THEREFROM UNDER THE SECURITIES ACT OR SAID ACT OR SAID LAWS.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 1st, 2006 • Growth Mergers Inc • Services-miscellaneous amusement & recreation • Washington
This Agreement and Plan of Merger ("Agreement"), is made and entered into this 9th day of March 2006, by and among GROWTH MERGERS, INC., a Nevada corporation ("GROWTH"), having its principal offices at 2533 North Carson Street, Carson City, Nevada 89706; GROWTH ACQUISITION CORP., a Washington corporation ("MERGERCO"); NEAH POWER SYSTEMS, INC., a Washington corporation ("NEAH"); and SUMMIT TRADING LIMITED, a BVI corporation, and SPECIAL INVESTMENTS ACQUISITIONS ASSOCIATES LLC, a Delaware limited liability company (collectively, the "GROWTH Principal Stockholders"). GROWTH, MERGERCO, NEAH and the GROWTH Principal Stockholders are hereinafter sometimes collectively referred to as the "Parties."
Collaboration Agreement between Neah Power Systems, Inc. (a WashingtonLetter of Agreement • May 1st, 2006 • Growth Mergers Inc • Services-miscellaneous amusement & recreation
This letter of Agreement (“Letter”) confirms the terms of our agreement to renew, assign and extend (“Renewal”) the Collaboration Agreement, dated as of April 1, 2004 (“Collaboration Agreement”), between Neah Power Systems, Inc. (“Neah”) and Novellus Systems, Inc. (“Novellus”). The parties to this Letter are Novellus, Neah and Neah Power Systems, Inc., a Nevada corporation (formerly, Growth Mergers, Inc.), the parent corporation of Neah after giving effect to the merger provided in that certain Agreement and Plan of Merger, dated March 9, 2006, as amended April 12, 2006 (the “Merger Agreement”). Neah Power Systems, Inc., the Nevada corporation is hereinafter referred to as the “Purchaser.”
February 25, 2006 Wilbert van den Hoek Novellus Corporation San Jose, CA. 95134 RE: Agreement between Purchasers of Neah Power Systems, Inc. and Novellus Corporation Dear Wilbert,Growth Mergers Inc • May 1st, 2006 • Services-miscellaneous amusement & recreation
This letter of Agreement (“Letter”) confirms the terms of our agreement to renew, assign and extend (“Renewal”) the Collaboration Agreements (“Agreement”) between Neah Power and Novellus. The parties to this agreement are Novellus and the surviving corporation of Neah Power, existing after the merger provided in other agreements, which said surviving corporation shall be referred to as “Purchaser”. Novellus and the parties to the merger (hereinafter the”Parties”) are relying on this Agreement as a necessary term and condition of entering into the Purchase Agreement which shall merge Neah Power with the Purchaser.
NEAH POWER SYSTEMS, INC. SUBCRIPTION AND INVESTMENT REPRESENTATION AGREEMENTSubcription and Investment Representation Agreement • May 1st, 2006 • Growth Mergers Inc • Services-miscellaneous amusement & recreation • Nevada
The undersigned, ___________________________________________ (the “undersigned” or the “Investor”), hereby subscribes for the purchase of _____________ shares of common stock, par value $.001 per share (the “Shares”) of Neah Power Systems, Inc., a Nevada corporation (the “Company”) at a purchase price of $0.50 per share. The undersigned herewith submits the undersigned’s check or effects a wire transfer of immediately available funds in the amount of $_________ (which equals the number of Shares multiplied by the offering price of $0.50 per share) in full payment for such Shares (the “Subscription Price”). In exchange for such payment of the Subscription Price, the Company shall issue the Shares to the undersigned. Subscriber understands that (i) the Company will deduct from the gross proceeds of each subscription amounts necessary to cover expenses incurred in connection with the Offering as are set forth in the Private Offering Memorandum, dated April 21, 2006 (the “Memorandum”) whic
ENGAGEMENT LETTERPrivate and Confidential • May 1st, 2006 • Growth Mergers Inc • Services-miscellaneous amusement & recreation • California
This Engagement Letter (the” Agreement”) will confirm the terms upon which NEAH Power Systems, Inc. its subsidiaries and affiliates (collectively hereafter “The Company” or the “Company”) has engaged Burt Martin Arnold Securities, Inc. (“BMA Securities”) on a non-exclusive best efforts basis, to provide investment banking services specifically with respect to the Company's $2 million Private Placement Offering (the “Transaction” or “Offering”) which consists of the issuance of 4 million shares of the Company's common stock at $0.50 per share.
NEAH POWER SYSTEMS, INC. REGISTRATION RIGHTS AGREEMENT April [__], 2006Registration Rights Agreement • May 1st, 2006 • Growth Mergers Inc • Services-miscellaneous amusement & recreation • Nevada
