FORM OF WARRANT
STOCK PURCHASE WARRANT
To Purchase __________ Shares of Common Stock of
NEAH POWER SYSTEMS, INC.
THIS STOCK PURCHASE WARRANT CERTIFIES that, for value received, __________ (the "
Holder "), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set
forth, at any time on or after , 2007 (the " Initial Exercise Date ") and on or prior to the close of
business on the fifth anniversary of the Initial Exercise Date (the " Termination Date ") but not thereafter, to
subscribe for and purchase from Neah Power Systems, Inc., a corporation incorporated in the State of Nevada
(the " Company "), up to [an amount equal to 75% of the total number of shares of common
stock purchased by Holder in the offering] shares (the " Warrant Shares ") of Common Stock, par value $0.001
per share, of the Company (the " Common Stock "). The purchase price of one share of Common Stock (the "
Exercise Price ") under this Warrant shall be $1.10 for up to one-third of the total number of Warrant Shares,
$1.60 for up to one-third of the total number of Warrant Shares, and $2.o0 for up to one-third of the total
number of Warrant Shares, subject to adjustment hereunder. The Exercise Price and the number of Warrant
Shares for which the Warrant is exercisable shall be subject to adjustment as provided herein.
1. Title to Warrant . Prior to the Termination Date and subject to compliance with applicable laws and
Section 7 of this Warrant, this Warrant and all rights hereunder are transferable, in whole or in part, at the office
or agency of the Company by the Holder in person or by duly authorized attorney, upon surrender of this
Warrant together with the Assignment Form annexed hereto properly endorsed.
2. Authorization of Shares . The Company covenants that all Warrant Shares which may be issued
upon the exercise of the purchase rights represented by this Warran