NEAH POWER SYSTEMS, INC.
SECURITIES PURCHASE AGREEMENT
This Securities Purchase Agreement (this “ Agreement ”) is made as of February 12, 2009 by and
between (i) Neah Power Systems, Inc. , a Nevada corporation (the “ Company ”), and (ii) Agile
Opportunity Fund, LLC , a Delaware limited liability company (“ Agile ”), and Capitoline Advisors Inc. , a
New York corporation (“ Capitoline ”; together with Agile, the “ Investors ”, each an “ Investor ”).
In consideration of the mutual covenants and agreements set forth herein and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto agree as follows:
1. Purchase and Sale of Securities .
1.1 Sale and Issuance of Notes . Subject to the terms and conditions of this
Agreement and in reliance on the representations and warranties set forth or referred to herein, the Company
hereby agrees to sell and issue to the Investors, and the Investors hereby severally agree (and not jointly) to
purchase from the Company, (i) at the Initial Closing (as hereinafter defined), Original Issue Discount Term
Convertible Promissory Notes in the aggregate face amount of $262,500.00 for an aggregate purchase price of
$225,000.00 (the “ Initial Notes Purchase Price ”), such Promissory Notes to be in the form attached hereto
as Exhibit A , each of the Investors purchasing the amount of Initial Notes set forth on Schedule 1.1 hereto
(the " Initial Notes ") with a maturity date of August 12, 2009 (the “ Maturity Date ”), and (ii) at each
Investor’s sole, absolute and several discretion, at the Subsequent Closing (as hereinafter defined), Original Issue
Discount Term Promissory Notes in the maximum aggregate face amounts of $787,500.00 for a maximum
aggregate purchase price of $675,000.00 (the “ Additional Notes Purchase Price ”), each such Promissory
Note to be substantially in the form attached hereto a