NEONODE INC. AMENDMENT TO NOTE PURCHASE AGREEMENT
NEONODE
INC.
AMENDMENT
TO NOTE PURCHASE AGREEMENT
AMENDMENT
TO NOTE PURCHASE AGREEMENT, dated as of the 1st
day of
August, 2007 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, dates 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 no otherwise defined herein have the same meaning as in the
Note Purchase Agreement.
In
order
to induce Xxxxx International LP (“Xxxxx”)
to act
as a lead investor in connection with the offering of New Notes, the Company
and
the New Investors with to provide Xxxxx with an opportunity to increase its
participation in the New Notes in the future.
In
order
to induce the parties to the Stockholder Pledge Agreements to extend their
pledges, the Stock Pledge Agreements have been further amended.
NOW
THEREFORE, in order to induce Xxxxx to participate in the Offering and to obtain
necessary amendments to the Stockholder Pledge Agreements, and in consideration
of the mutual promises, representation and warranties made each to the other,
the parties agree that the Note Purchase Agreement is hereby amended and
supplemented as follows:
1. The
aggregate principal amount of New Notes is hereby increased to $4,000,000,
and
each of the forms of Amendment No. 4 to Security Agreement, Amendment No. 4
to
Stockholder Pledge Agreement and Amendment No 4 to Guaranties shall be amended
to reflect the increase in the aggregate principal amount of the New
Notes.
2. The
Investors and the Company hereby agree that Xxxxx shall have the right at its
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 already converted.
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 previous
sentence. The option granted to Xxxxx hereunder may be effected by notice to
the
company accompanied by payment.
3. The
Stockholder Pledge Agreements attached as an exhibit to the Note Purchase
Agreement have been amended in accordance with the form of Amendment no. 4
to
Stockholder Pledge Agreement attached hereto as Annex 1, which supersedes the
previous form of Amendment No. 4 supplied for each of the three Stockholder
Pledge Agreements as exhibits to the Note Purchase Agreement.
4. Except
as
explicitly amended as set forth in the 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.
5. 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.
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Signature
Page
to
Neonode
Inc.
Amendment
to Note Purchase Agreement
dated
August 1, 2007
IN
WITNESS WHEREOF, the undersigned have hereunto set their hands and seals on
the
day and year first above written.
| THE COMPANY: | |
|
NEONODE
INC.
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By:
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| NEW INVESTORS | |
| [_________________________________________________________________] | |
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By:
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|
Name
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| [_________________________________________________________________] | |
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By:
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|
Name
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| [_________________________________________________________________] | |
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By:
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|
Name
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| [_________________________________________________________________] | |
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By:
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Name
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| [_________________________________________________________________] | |
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By:
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Name
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| [_________________________________________________________________] | |
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By:
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Name
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