Exhibit 4.3


 


SUBSCRIPTION AGREEMENT


 


New Energy Technologies, Inc.


9190 Red Branch Road


Suite 110


Columbia, MD 21045


 


		A.	Instructions.



 


Each person considering subscribing for
common shares of New Energy Technologies, Inc. (the “Company”) should review the following instructions:


 


		1.	Subscription Agreement: Please complete, execute and deliver to the Company the enclosed copy of the Subscription
Agreement. The Company will review the materials and, if the subscription is accepted, the Company will execute the Subscription
Agreement and return one copy of the materials to you for your records.



 


The Company shall have the right to accept
or reject any subscription, in whole or in part.


 


An acknowledgment of the acceptance of your
subscription will be returned to you promptly after acceptance.


 


		2.	Payment: Payment for the amount of the Shares subscribed for shall be made at the time of delivery of the properly
executed Subscription Agreement, or such date as the Company shall specify by written notice to subscribers (unless such period
is extended in the sole discretion of the Company), of a check, bank draft or wire transfer of immediately available funds to the
Company at the address set forth below or an account specified by the Company. The closing of the transactions contemplated hereby
(the “Closing”) will be held on such date specified in such notice (unless the closing date is extended in the
sole discretion of the Company). There is no minimum aggregate amount of Shares which must be sold as a condition precedent to
the Closing, and the Company may provide for one or more Closings while continuing to offer the Shares that constitute the unsold
portion of the Offering.



 


		B.	Communications.



 


All documents and check should be forwarded
to:


 


NEW ENERGY TECHNOLOGIES, INC.


9190 Red Branch Road


Suite 110


Columbia, MD 21045


Attention: John Conklin, President &
CEO


 


THE PURCHASE OF SHARES OF NEW ENERGY TECHNOLOGIES, INC. INVOLVES
A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT. SUBSCRIBER
SHOULD READ NEW ENERGY TECHNOLOGIES, INC.’S PROSPECTUS RELATING TO THIS OFFERING IN ITS ENTIRETY PRIOR TO INVESTING.


 


[SIGNATURE PAGE FOLLOWS]


 



    	 



    	 



    

 


SUBSCRIPTION AGREEMENT SIGNATURE PAGE


 


The undersigned (the “Subscriber”)
hereby subscribes for that number of shares (the “Shares”) of the Company set forth below, upon and subject
to the terms and conditions set forth in the Company’s final prospectus included in the Company’s Registration Statement
on Form S-1/A dated August 16, 2012 (the “Prospectus”).


 


The Subscriber acknowledges, represents
and warrants as of the date of this Subscription Agreement that:


 


		1.	no person has made to the Subscriber any written or oral representations:



 


(a) that any person will resell or repurchase
the Shares,


 


(b) that any person will refund the purchase
price of the Shares, or


 


(c) as to the future price or value of the
Shares;


 


		2.	the Company has provided to the Subscriber a copy of the Prospectus and has made available a copy of the Company’s Registration
Statement on Form S-1/A filed on August 16, 2012; and,



 


		3.	the representations, warranties and acknowledgements of the Subscriber contained in this Section will survive the closing of
this Agreement.



 


Total Number of shares to be Acquired: ____________________________


 


Amount to be paid (price of USD$1.09 per Share): ____________________________


 


IN WITNESS WHEREOF, the undersigned
has executed this Subscription Agreement this ___ day of ______, 2012.


 


NAME: (PRINT) as it should appear on the Certificate: ____________________________________________


 


ADDRESS: _______________________________________________________________________________


 


If Joint Ownership, check one (all parties must sign above):


 


 ̈
Joint Tenants with Right of Survivorship


 ̈
Tenants in Common


 ̈
Community Property


 


If Fiduciary or a Business or an Organization, check one:


 


 ̈
Trust


 ̈
Estate


 ̈
Power of Attorney


 


Name and Type of Business Organization: __________________________________________________


 


IDENTIFICATION AUTHENTICATION REQUIRED [ATTACH PHOTOCOPY OF
ID]


 


Below is my (check one)


 


 ̈ Government
ID#  ̈ Social Security# -  ̈ Passport#


 


#__________________________


 


SIGNATURE: ___________________________________________


 



    	 



    	 



    

 


ACCEPTANCE OF SUBSCRIPTION


 


The foregoing Subscription is hereby accepted
for and on behalf of NEW ENERGY TECHNOLOGIES, INC. this ______ day of ____________________, 2012.


 


	By:	 	 
	Name: John Conklin
	Title    President & CEO