NEONODE INC. AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT
NEONODE
INC.
AMENDMENT
NO. 3 TO NOTE PURCHASE AGREEMENT
AMENDMENT
NO. 3 TO NOTE PURCHASE AGREEMENT, dated as of the 24th day of March, 2008 by
and
among the New Investors (as defined below) and NEONODE INC., a Delaware
corporation (together with its successors by merger or otherwise, referred
to
herein as the “Company”).
Background: Pursuant
to a Note Purchase Agreement, dated as of July 31, 2007 (the “Note
Purchase Agreement”),
the
Company made an offering (the “Offering”)
of
notes, due December 31, 2007, bearing 8% interest and convertible into equity
of
the Company or its successors, in aggregate principal amount of $3,000,000
(the
“New
Notes”)
to
accredited and non-US investors (collectively in this capacity, the
“New
Investors”).
Capitalized terms not otherwise defined herein have the same meaning as in
the
Note Purchase Agreement.
Pursuant
to the Amendment to Note Purchase Agreement, dated as of August 1, 2007, the
New
Investors and the Company, among other things, granted Xxxxx International
LP
(“Xxxxx”)
an
option, exercisable at any time prior to December 31, 2007, to purchase up
to
$750,000 of New Notes at a price equal to the principal amount thereof with
the
right to convert such New Notes into equity of the Company on the same terms
as
the other New Notes previously purchased pursuant to the Note Purchase
Agreement, regardless whether the other New Notes were converted (the
“Option”).
Pursuant
to Amendment No. 2 to Note Purchase Agreement, dated as of December 21, 2007,
the New Investors and the Company, among other things, extended the expiration
date of the Option from December 31, 2007 to March 31, 2008.
In
order
to induce Xxxxx to exercise a portion of the Option, the Company and the New
Investors wish to extend the expiration date of the Option from March 31, 2008
to June 30, 2008.
NOW
THEREFORE, in order to induce Xxxxx to exercise a portion of the Option, and
in
consideration of the mutual promises, representations and warranties made each
to the other, the parties agree that the Note Purchase Agreement is hereby
amended and supplemented as follows:
1. The
Investors and the Company hereby agree that the expiration date of the Option
is
hereby extended from March 31, 2008 to June 30, 2008. Without limitation on
the
foregoing, the New Investors waive any right to participate in the offering
of
New Notes to Xxxxx as provided in the Option. The option granted to Xxxxx
hereunder may be effected by notice to the Company accompanied by
payment.
2. Except
as
explicitly amended as set forth in this Amendment, the terms and provisions
of
the Note Purchase Agreements and Bridge Notes shall continue in full force
and
effect. This Amendment and Waiver shall be effective when duly executed by
the
Company and Participating Investors who constitute the Required
Majority.
3. This
Amendment may be executed in one or more counterparts, each of which shall
be
deemed an original but all of which shall constitute a single
instrument.
Signature
Page
to
Neonode
Inc.
Amendment
No. 3 to Note Purchase Agreement
dated
March 24, 2008
IN
WITNESS WHEREOF, the undersigned have hereunto set their hands and seals on
the
day and year first above written.
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THE
COMPANY:
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| NEONODE INC. | ||||
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By:
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NEW
INVESTORS:
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[____________________________________]
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[______________________________________]
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By:
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By:
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Name:
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Name: | ||
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[ ]
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[_____________________________________________]
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By:
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By:
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Name:
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Name:
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Name:
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Name: | |||
