Exhibit 10.1


 


Bridge
Loan Agreement


 


THIS BRIDGE LOAN AGREEMENT
is dated as of April 17, 2012, by and between New Energy Technologies, Inc., a corporation organized under the laws of the State
of Nevada (“Borrower”), and 1420524 Alberta Ltd., a corporation organized under the laws of Alberta, Canada
(“Creditor”).


 


W I T N E S S E T H:


 


WHEREAS, Borrower
and Creditor have entered into a non-binding term sheet dated April 12, 2012, pursuant to which the parties hereto have laid out
certain of the terms and conditions pursuant to which Creditor has agreed to make a loan in the principal amount of ONE MILLION
DOLLARS (US$1,000,000) (the “Loan Amount”) to Borrower; and


 


WHEREAS, Creditor
is willing to make such loan to Borrower on the terms and subject to the conditions hereinafter set forth.


 


NOW, THEREFORE,
the parties hereto, in consideration of their mutual covenants hereinafter set forth and intending to be legally bound hereby,
agree as follows:


 


ARTICLE I


DEFINITIONS


 


1.01.Certain Definitions. In
addition to other words and terms defined elsewhere in this Agreement, as used herein the following words and terms shall have
the following meanings, respectively:


 


“Agreement” shall mean
this Bridge Loan Agreement as the same may be amended, modified or supplemented from time to time.


 


“Closing” shall mean
the execution and delivery of the Loan Documents by Borrower and Creditor and the delivery of the Loan Amount to the Company by
the Borrower.


 


“Closing Date” shall
mean the date of the Closing.


 


“Event of Default” shall
mean any of the events of default described in Section 6.01.


 


“Loan” shall mean the
$1,000,000 loan to be made by Creditor to Borrower pursuant to this Agreement.


 


“Loan Documents” shall
mean, collectively, this Agreement, the Promissory Note, and any and all other documents delivered by or on behalf of Borrower
in connection with the Loan, as the same may be amended, modified or supplemented from time to time.


 


“Note” or “Promissory
Note” shall mean Borrower’s $1,000,000 promissory note to Creditor dated the date hereof and attached hereto as
Exhibit A, as said Note may be extended, renewed, refinanced, refunded, amended, modified or supplemented from time
to time, and any replacement or successor note.


 


“Official Body” shall
mean any government or political subdivision or any agency, authority, bureau, department or instrumentality of either, or any
court, tribunal, grand jury or arbitrator, in each case whether foreign or domestic.


 


“Potential Default”
shall mean any condition, event, act or omission which, with the giving of notice or passage of time or both, would constitute
an Event of Default as described in Article VI below.


 


1.02.Construction of Agreement.
Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular and vice versa.
References in this Agreement to “judgments” of Creditor include good faith estimates by Creditor (in the case
of quantitative judgments) and good faith beliefs by Creditor (in the case of qualitative judgments). The words “hereof,”
“herein,” “hereunder,” and similar terms in this Agreement refer to this Agreement as a whole
and not to any particular provision of this Agreement. The section and other headings contained in this Agreement are for reference
purposes only and shall not control or affect the construction of this Agreement or the interpretation hereof in any respect. Section
and subsection references are to this Agreement unless otherwise specified.


 






    	 



    	 	



    
 


ARTICLE II


THE LOAN


 


2.01.Agreement to Lend; Use of Proceeds.
Subject to the terms and conditions hereof and relying upon the representations and warranties herein set forth, Creditor agrees
to make a $1,000,000 loan to Borrower, such funds to be disbursed to Borrower on the Closing Date. The proceeds of the Loan will
be used for general and administrative, and technical purposes as Borrower sees fit.


 


2.02.Note. The obligation of
Borrower to repay the principal and interest of the Loan shall be evidenced by the Note.


 


ARTICLE III


REPRESENTATIONS AND WARRANTIES


 


Borrower represents
and warrants to Creditor that:


 


3.01.Authority and Authorization.
Borrower has the power and authority to execute and deliver this Agreement, to make the borrowing provided for herein, to execute
and deliver the Note in evidence of such borrowing, to execute and deliver the other Loan Documents to which Borrower is a party
and to perform its obligations hereunder and under the Note and the other Loan Documents, and all such action has been duly and
validly authorized.


 


3.02.Execution and Binding Effect.
This Agreement, the Note and the other Loan Documents to which Borrower is a party have been duly and validly executed and delivered
by Borrower and constitute legal, valid and binding obligations of Borrower, enforceable in accordance with the terms hereof and
thereof, subject to the effect of bankruptcy, insolvency, reorganization, arrangement, moratorium, or other similar laws relating
to or affecting the rights of creditors generally.


 


3.03.Authorizations and Filings.
No authorization, consent, approval, license, exemption or other action by, and no registration, qualification, designation, declaration
or filing with, any Official Body is or will be necessary or advisable in connection with the execution and delivery of this Agreement,
the Note or the other Loan Documents, consummation of the transactions herein or therein contemplated or performance of or compliance
with the terms and conditions hereof or thereof.


 


3.04.Absence of Conflicts. Neither
the execution and delivery of this Agreement, the Note or the other Loan Documents nor consummation of the transactions herein
or therein contemplated nor performance of or compliance with the terms and conditions hereof or thereof will (a) violate any law,
(b) conflict with or result in a breach of or a default under any agreement or instrument to which Borrower is a party or by which
either of them or any of their properties (now owned or hereafter acquired) may be subject or bound or (c) result in the creation
or imposition of any lien, charge, security interest or encumbrance upon any property (now owned or hereafter acquired) of Borrower.


 


3.05.Financial Condition. Borrower has not applied
for or consented to the appointment of a receiver, trustee or liquidator of itself or any of its property, admitted in writing
its inability to pay its debts as they mature, made a general assignment for the benefit of creditors, been adjudicated a bankrupt
or insolvent or filed a voluntary petition in bankruptcy, or a petition or an answer seeking reorganization or an arrangement with
creditors or to take advantage of any bankruptcy, reorganization, insolvency, readjustment of debt, dissolution or liquidation
law or statute, or an answer admitting the material allegations of a petition filed against it in any proceeding under any such
law, and no action has been taken by Borrower for the purpose of effecting any of the foregoing. No order, judgment or decree has
been entered by any court of competent jurisdiction approving a petition seeking reorganization of Borrower or all or a substantial
part of the assets of Borrower, or appointing a receiver, sequestrator, trustee or liquidator of it or any of its property.


 






    	 



    	 	



    
 


3.06.Defaults. No Event of Default
and no Potential Default has occurred and is continuing or exists.


 


3.07.Litigation. There is no
pending or (to Borrower’s knowledge) threatened proceeding by or before any Official Body against or affecting Borrower which
if adversely decided would have a material adverse effect on the business, operations or condition, financial or otherwise, of
Borrower or on the ability of Borrower to perform its obligations under the Loan Documents.


 


3.08.Power to Carry On Business.
Borrower has all requisite power and authority to own and operate as a business entity and to carry on its business as now conducted
and as presently planned to be conducted.


 


ARTICLE IV


CONDITIONS OF LENDING


 


The obligation of Creditor
to consummate the Closing and to make the Loan is subject to the satisfaction of the following conditions:


 


4.01.Representations and Warranties.
The representations and warranties contained in Article III hereof and in the other Loan Documents shall be true on and
as of the Closing Date. No Event of Default and no Potential Default shall have occurred and be continuing or shall exist or shall
occur and exist after the consummation of the Closing.


 


4.02.Warrants.
On or before the Closing Date Borrower shall issue to Creditor such documentation as required to evidence warrants substantially
in the form of Exhibit B hereto (the “Warrants”), to purchase up to 625,000 shares of the Borrower’s
common stock at an initial exercise price per share equal to one hundred twenty (120%) percent of the IFCP (as such term is defined
in Section 5.03 below). The Warrants shall contain, at a minimum: (i) a term of three (3) years; (ii) a provision the for
cashless exercise; (iii) provisions relating to the adjustment of the exercise price consistent with those afforded to the IFCP
or FCP (as such term is defined in Section 5.03 below) of the Loan provided that the exercise price shall in no event be
lower than $1.00 per share; and (iv) such other anti-dilution provisions as are customary.


 


4.03.Miscellaneous. Borrower
shall have furnished to Creditor such other instruments, documents and opinions as Creditor shall reasonably require to evidence
and secure the Loan and to comply with this Agreement, the Promissory Note and the requirements of regulatory authorities to which
Borrower is subject.


 


4.04.Details, Proceedings and Documents.
All legal details and proceedings in connection with the transactions contemplated by this Agreement shall be satisfactory to Creditor
and Creditor shall have received all such counterpart originals or certified or other copies of such documents and proceedings
in connection with such transactions, in form and substance satisfactory to Creditor, as Creditor may from time to time request.


 


ARTICLE V


AFFIRMATIVE COVENANTS


 


Borrower covenants
to Creditor as follows:


 


5.01.Notices. Promptly upon
becoming aware thereof, Borrower shall give Creditor notice of:


 


(a) any Event of Default
or Potential Default, together with a written statement setting forth the details thereof, and the action being taken by Borrower
to remedy the same; or


 


(b) the commencement,
existence or threat of any proceeding by or before any Official Body against or affecting Borrower which, if adversely decided,
would have a material adverse effect on the business, operations or condition, financial or otherwise, of Borrower or on its ability
to perform its obligations under the Loan Documents.


 






    	 



    	 	



    
 


5.02.Books and Records. Borrower
shall maintain and keep proper records and books of account in which full, true and correct entries shall be made of all its dealings
and business affairs.


 


5.03.Conversion
to Shares of Borrower’s Common Stock. Creditor may elect, in its sole discretion, to convert all or any portion
of the outstanding principal amount of the Loan, and any or all accrued and unpaid interest thereon into shares of common stock
of Borrower at an initial fixed conversion price equal to seventy (70%) percent of the average of the closing price for Borrower’s
common stock as reported on the OTCQB for the five trading days immediately preceding the Closing Date (the “IFCP”),
subject to adjustment as provided herein (and, as adjusted, the “FCP”). An election to convert all or any portion
of the then outstanding principal amount of the Loan, and/or any accrued and unpaid interest thereon, shall be effected by delivery
by the Creditor of a notice of conversion substantially in the form of Exhibit C hereto.


 


In addition to adjustments for stock splits,
consolidations, and other standard anti-dilution provisions, if at any time the Loan is outstanding, Borrower completes a debt
or equity financing (inclusive of derivative securities) at a purchase price or conversion or exercise price (the “Lower
Offering Price”) which is less than the then applicable IFCP or the FCP, as the case may be, then the IFCP or the FCP,
as the case may be, will be reduced to such Lower Offering Price, provided that the FCP shall in no event be lower than $1.00 per
share.


 


5.04.Right
to Participate in Future Financings. Creditor shall have the right, but not the obligation, so long as any part of the
principal of the Loan (or any accrued and unpaid interest thereon) remains outstanding to participate, on the same terms and conditions
as other investors, in any equity or debt financings effected by Borrower; and, in any such financing in which the Creditor may
elect, in its sole discretion, to participate the Creditor may, at its option, apply the then outstanding principal balance of
the Loan (and accrued and unpaid interest thereon) towards the purchase price of the securities acquired by it in any such financing.


 


5.05.Registration
Statement. Borrower hereby agrees to file a registration statement with the United States Securities and Exchange Commission
covering the shares issuable upon exercise of the Warrants no later than 60 days following a written request for such registration
from Creditor.


 


5.06.Other Obligations. Borrower
shall maintain all obligations of Borrower in whatsoever manner incurred, including but not limited to obligations for borrowed
money or for services or goods purchased by Borrower, in a current status.


 


ARTICLE VI


DEFAULTS


 


6.01.Events of Default. An Event
of Default shall mean the occurrence or existence of one or more of the events or conditions (whatever the reason for such Event
of Default and whether voluntary, involuntary or effected by operation of law) described below which continues and persists for
thirty (30) days beyond the required date of notice of such Event of Default specified in Section 5.01:


 


Failure
to pay any required principal repayment on the Loan when due or failure to pay any cash interest (if applicable)
on the Loan within 30 days of the date upon which such interest is due;


 


	 	i.	Failure to pay, or any default in the payment of, any principal of or any interest on any debt for money borrowed (other than the Loan, which is covered by (i) above) of Borrower, which remains uncured for a period of 30 days.


 


	 	ii.	Any material breach of representations and warranties made by Borrower, which remains uncured for a period of 30 days after notice by Creditor;


 


	 	iii.	Bankruptcy or insolvency of Borrower; and


 


	 	iv.	And final judgment, writ or warrant of attachment in an amount greater than $100,000 filed against Borrower or its assets which remains unbonded, uninsured or unstayed for 120 days.


 






    	 



    	 	



    
 


 


	 	v.	Failure to deliver the shares of the Company’s common stock within five (5) days of the delivery of a Notice of Conversion.


 


6.02.Consequences of an Event of
Default. If an Event of Default specified in Section 6.01 shall occur and continue after the expiration of applicable
notice and grace periods, if any, set forth therein, Creditor may, by notice to Borrower, declare the unpaid principal amount of
the Note and all other amounts owing by Borrower hereunder or under the Note or the other Loan Documents to be immediately due
and payable without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived, and an
action therefor shall immediately accrue.


 


ARTICLE VII


MISCELLANEOUS


 


7.01.Further Assurances. From
time to time upon the request of Creditor, Borrower shall promptly and duly execute, acknowledge and deliver any and all such further
instruments and documents as Creditor may reasonably deem necessary or desirable to confirm this Agreement and the Note, to carry
out the purpose and intent hereof and thereof or to enable Creditor to enforce any of its rights hereunder or thereunder.


 


7.02.Amendments and Waivers.
Creditor and Borrower may from time to time enter into agreements amending, modifying or supplementing this Agreement or the Note
or any other Loan Document or changing the rights of Creditor or of Borrower hereunder or thereunder, and Creditor may from time
to time grant waivers or consents to a departure from the due performance of the obligations of Borrower hereunder or thereunder.
Any such agreement, waiver or consent must be in writing and shall be effective only to the extent specifically set forth in such
writing. In the case of any such waiver or consent relating to any provision hereof any Event of Default or Potential Default so
waived or consented to shall be deemed to be cured and not continuing, but no such waiver or consent shall extend to any other
or subsequent Event of Default or Potential Default or impair any right consequent thereto.


 


7.03.No Implied Waiver; Cumulative
Remedies. No course of dealing and no delay or failure of Creditor in exercising any right, power or privilege under any of
the Loan Documents shall affect any other exercise thereof or exercise of any other right, power or privilege. The rights and remedies
of Creditor under this Agreement are cumulative and not exclusive of any rights or remedies which Creditor would otherwise have
under the other Loan Documents, at law or in equity.


 


7.04.Notices. Any notice or
other communication required or permitted hereunder shall be in writing and, unless delivery instructions are otherwise expressly
set forth above herein, either delivered personally (effective upon delivery), by facsimile transmission (effective on the next
day after transmission), by recognized overnight delivery service (effective on the next day after delivery to the service), or
by registered or certified mail, postage prepaid and return receipt requested (effective on the third Business Day after the date
of mailing), at the following addresses or facsimile transmission numbers (or at such other address(es) or facsimile transmission
number(s) for a Party as shall be specified by like notice, effective day of transmission):


 


If to the Borrower,
at:


New Energy Technologies, Inc.


9192 Red Branch Road


Suite 110


Columbia, Maryland 21045


Attention: President & CEO


 


If to Creditor,
at:


 


or to such other persons or at such other
addresses as shall be furnished by any party by like notice to the others. No change in any of such addresses shall be effective
insofar as notices under this Section 7.04 are concerned unless such changed address shall
have been given to such other party hereto as provided in this Section 7.04. For purposes hereof,
the term “Business Day” means any day other than a Saturday, Sunday or any day on which banks in the State of
New York are authorized or required by federal law to be closed in New York, New York.


 






    	 



    	 	



    
 


7.05.No Third Party Rights.
Except as contemplated by Section 7.08 hereof, nothing in this Agreement, whether express or implied, shall be construed
to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect of this Agreement,
which is intended for the sole and exclusive benefit of the parties hereto.


 


7.06.Severability. The provisions
of this Agreement are intended to be severable. If any provision of this Agreement shall be held invalid or unenforceable in whole
or in part in any jurisdiction, such provision shall, as to such jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining
provisions hereof in any jurisdiction.


 


7.07.Number and Gender. For
purposes of this Agreement, the singular shall be deemed to include the plural and the neuter shall be deemed to include the masculine
and feminine, and vice versa, as the context may require.


 


7.08.Heirs, Successors and Assigns.
This Agreement shall be binding upon and inure to the benefit of Creditor, Borrower and their respective heirs, successors and
assigns, except that Borrower may not assign or transfer any of its rights hereunder without the prior written consent of Creditor.
Except to the extent otherwise required by the context of this Agreement, the term “Creditor” where used in
this Agreement shall mean and include any holder of the Note originally issued to Creditor hereunder, and the holder of such Note
shall be bound by and have the benefits of this Agreement the same as if such holder had been a signatory hereto.


 


7.09Counterparts.
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together
shall constitute one and the same instrument. The exchange of copies of this Agreement or amendments thereto and of signature pages
by facsimile transmission or by email transmission in portable digital format, or similar format, shall constitute effective execution
and delivery of such instrument(s) as to the parties and may be used in lieu of the original Agreement or amendment for all purposes.
Signatures of the parties transmitted by facsimile or by email transmission in portable digital format, or similar format, shall
be deemed to be their original signatures for all purposes.


 


7.10.Governing
Law. This Agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of New
York without giving effect to the choice of law provisions thereof. The parties to this Agreement, acting for themselves and for
their respective successors and assigns, without regard to domicile, citizenship or residence, hereby expressly and irrevocably
elect as the sole judicial forum for the adjudication of any matters arising under or in connection with this Agreement, and consent
and subject themselves to the jurisdiction of, the courts of the State of New York located in County of New York, and/or the United
States District Court for the Southern District of New York, in respect of any matter arising under this Agreement. Service of
process, notices and demands of such courts may be made upon any party to this Agreement by personal service at any place where
it may be found or giving notice to such party as provided in Section 7.04.


 


 


[Signature Page Follows]


 






    	 



    	 	



    
 


IN WITNESS WHEREOF, the parties hereto
have duly executed and delivered this Agreement as of the date first above written.


 


 


	
        New Energy
Technologies, Inc. 



 


 


 


 


 


	By: ______________________________


 


	Name: John Conklin


Title: President and Chief Executive
Officer


 


 


	
        1420524 Alberta Ltd.

        






 


 


 


 


 


	By: ______________________________


Name:


Title:


 






    	 



    	 	



    



 


EXHIBIT A


CONVERTIBLE PROMISSORY NOTE


 





	$1,000,000	April 17, 2012













 


FOR VALUE RECEIVED,
the undersigned New Energy Technologies, Inc., a Nevada corporation having its principal place of business at 9192 Red Branch
Road, Suite 110 Columbia, Maryland 21045 (“Maker”), hereby promises to pay to the
order of 1420524 Alberta Ltd. (“Payee”), in lawful money of the United States of America
, the principal sum of ONE MILLION DOLLARS (US$1,000,000), together with interest thereon, payable as set forth below.


 


The entire balance,
interest and principal, will be payable in full on the earlier of: (a) the closing of any debt or equity financing by Maker in
excess of ONE MILLION DOLLARS, or (b) April 16, 2013 (the “Maturity Date”). Interest on this Note shall compound
quarterly and shall accrue at the annual rate of seven percent (7%) as computed on the basis of a 365-day year. Interest will begin
to accrue as of the date hereof and is payable on the Maturity Date, accelerated or otherwise, when the principal and remaining
accrued but unpaid interest shall be due and payable. Following the occurrence and during the continuance of an Event of Default,
which, if susceptible to cure is not cured within the cure periods (if any) set forth in Section 6.01 of the Bridge Loan
Agreement, otherwise then from the first date of such occurrence until cured, the annual interest rate on this Note shall be fifteen
percent (15%), and be due on demand.


 


This Note may be prepaid
at any time, in whole or in part, without interest, penalty or premium of any kind.


 


If any payment of principal
or interest on this Note shall become due on a day which is a Saturday, Sunday or holiday, such payment shall be made on the next
succeeding business day.


 


Maker hereby waives
presentment for payment, demand, notice of nonpayment or dishonor, protest and notice of protest.


 


No delay or omission
on the part of Payee or any holder hereof in exercising its rights under this Note, or course of conduct relating thereto, shall
operate as a waiver of such rights or any other right of Payee or any holder hereof, nor shall any waiver by Payee or any holder
hereof of any such right or rights on any one occasion be deemed a bar to, or waiver of, the same right or rights on any future
occasion.


 


Maker shall pay Payee
on demand any reasonable out-of-pocket expenses (including reasonable legal fees) arising out of or in connection with any action
or proceeding (including any action or proceeding arising in or related to any insolvency, bankruptcy or reorganization involving
or affecting Maker) taken to protect, enforce, collect, determine or assert any right or remedy under this Note.


 


This Note shall bind
Maker and the heirs and assigns of Maker, and the benefits hereof shall inure to the benefit of Payee and the heirs and assigns
of Payee. All references herein to “Maker” shall be deemed to apply to Maker and its heirs and assigns, and
all references herein to “Payee” shall be deemed to apply to Payee and its heirs and assigns.


 


In the event one person
or a group of related persons acquires more than 50% of the voting stock of Maker (other than the current principal shareholders
or Maker’s current senior management or trusts created for the benefit of the families of either the principal shareholders
or the current senior management), a Change of Control will have been deemed to have occurred. In the event of a Change of Control,
the Payee shall have the right, but not the obligation, to require Maker to repurchase all or any part of Maker’s Loan at
a price equal to 100% of the aggregate principal amount thereof, plus accrued and unpaid interest remaining.


 


Payee may elect, in
its sole discretion, to convert all or any portion of the outstanding principal amount of this Note, and any or all accrued and
unpaid interest thereon into shares of common stock of Maker at an initial fixed conversion price equal to seventy (70%) percent
of the average of the closing price for Maker’s common stock as reported on the OTCQB for the five trading days immediately
preceding the Closing Date (the “IFCP”), subject to adjustment as provided herein (and, as adjusted, the “FCP”).In
addition to adjustments for stock splits, consolidations, and other standard anti-dilution provisions, if at any time this Note
is outstanding, Maker completes a debt or equity financing (inclusive of derivative securities) at a purchase price or conversion
or exercise price (the “Lower Offering Price”) which is less than the then applicable IFCP or the FCP, as the
case may be, then the IFCP or the FCP, as the case may be, will be reduced to such Lower Offering Price, provided that the FCP
shall in no event be lower than $1.00 per share.


 






    	 



    	 	



    
 


This Note shall be
governed by and construed in accordance with the laws of the State of New York, including, but not limited to, New York
statutes of limitations. Any action brought by either party against the other concerning the transactions contemplated by this
Agreement shall be brought only in the civil or state courts of New York or in the federal courts located in the State and county
of New York. Both parties and the individual signing this Agreement on behalf of the Maker agree to submit to the jurisdiction
of such courts. The prevailing party shall be entitled to recover from the other party its reasonable attorney's fees and costs.
In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law, then such
provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with
such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity
or unenforceability of any other provision of this Note. Nothing contained herein shall be deemed or operate to preclude the Payee
from bringing suit or taking other legal action against the Maker in any other jurisdiction to collect on the Maker’s obligations
to Payee, or to enforce a judgment or other decision in favor of the Payee.


 


 


[Signature
Page Follows]


 


 



    	 



    	 	



    



 


IN WITNESS
WHEREOF, Maker, intending to be legally bound, has executed this Note as of the date and year first above written with the
intention that this Note shall constitute a sealed instrument.


 


	
        New Energy
Technologies, Inc.



 


 


 


 


 


	By: ______________________________
	Name: John Conklin


Title: President and Chief Executive Officer