Form of WarrantNeah Power Systems, Inc. • November 14th, 2011 • Miscellaneous electrical machinery, equipment & supplies
THIS WARRANT HAS BEEN, AND THE SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT (THE "SHARES") WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESALE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS WARRANT NOR THE SHARES (TOGETHER, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH DISPOSITION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 14th, 2011 • Neah Power Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of the November 4, 2011, by and between NEW POWER SOLUTIONS, LLC, a New Jersey limited liability company having its principal offices located at 655 Martinsville Road, Ste. 219, Basking Ridge, New Jersey, 07920 ("Investor"), and NEAH POWER SYSTEMS, INC., a Nevada corporation having its principal offices located at 22118 20th Avenue SE, Suite 142, Bothell, Washington, 98021 (the "Company"), (together, the “Parties”).
ContractNeah Power Systems, Inc. • November 14th, 2011 • Miscellaneous electrical machinery, equipment & supplies • Washington
THIS OPTION 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 OPTION 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.
EMPLOYEE COMPENSATION WAIVER AGREEMENTEmployee Compensation Waiver Agreement • November 14th, 2011 • Neah Power Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • Washington
THIS COMPENSATION WAIVER AGREEMENT (this “Agreement”), dated as of November 4, 2011, is by and among NEAH POWER SYSTEMS, INC., a Nevada corporation (the “Company”), GERARD C. D'COUTO, the President and Chief Executive Officer of the Company (“D’Couto”), and STEPHEN M. WILSON, the Chief Financial Officer of the Company (“Wilson”). D’Couto and Wilson are collectively referred to as the “Employees”. The Employees are entering into this Agreement in their individual capacities and not as officers of the Company.
DIRECTOR FEE WAIVER AGREEMENTDirector Fee Waiver Agreement • November 14th, 2011 • Neah Power Systems, Inc. • Miscellaneous electrical machinery, equipment & supplies • Washington
THIS DIRECTOR FEE WAIVER AGREEMENT (this “Agreement”), dated as of November 4, 2011, is by and among NEAH POWER SYSTEMS, INC., a Nevada corporation (the “Company”), JEFFREY SAKAGUCHI (“Sakaguchi”), JON GARFIELD (“Garfield”), and MICHAEL SELSMAN (“Selsman”), collectively referred to as “Non-Plan Directors” since they are not participating in the Company’s Director, Officer, and Employee Sales Incentive Plan (the “Plan”) and will not participate in the Plan, and DAVID SCHMIDT (“Schmidt”), referred to as “Plan Director” since he is participating in the Plan . The Non-Plan Directors and the Plan Director (individually referred to as a “Participant” and collectively referred to as “Participants”) are entering into this Agreement in their individual capacities and not as Directors of the Board of Directors of the Company.
