AMENDMENT NO. 2 TO STOCKHOLDER PLEDGE AND SECURITY AGREEMENT
AMENDMENT
NO. 2 TO STOCKHOLDER PLEDGE AND SECURITY AGREEMENT
THIS
AMENDMENT NO. 2 TO STOCKHOLDER PLEDGE AND SECURITY AGREEMENT, dated as of
January ___, 2007 (this “Agreement”),
by
and among [Pledgor], a company organized under the laws of Sweden (“Pledgor”)
and
AIGH Investment Partners, LLC (“AIGH”)
as the
Pledgeholder for an on behalf of the Investors (as defined below) and as the
Investors’ agent
W
I T N E
S S E T H :
WHEREAS,
the parties hereto wish to amend the Stockholder Pledge and Security Agreement,
dated as of February 28, 2006, as amended from time to time (the “Stock
Pledge Agreement”),
by
and among the Pledgor and AIGH as the Pledgeholder and agent for the investors
identified on Exhibit
A
thereto;
WHEREAS,
capitalized terms not otherwise defined in this Amendment shall have the meaning
set forth in the Stock Pledge Agreement;
WHEREAS,
Neonode (i) on February 28, 2006 issued certain senior secured notes in an
aggregate principal amount of $4,000,000 (the “First
Round Notes”)
to
AIGH and other investors (collectively in this capacity, the “First
Round Investors”)
and
(ii) on November 20, 2006 issued an additional $1,000,000 principal amount
of
senior secured notes on substantially the same terms as the First Round Notes
(collectively, with the First Round Notes, the “Old
Notes”)
to
AIGH and other investors (collectively in this capacity, the “Second
Round Investors”
and
together with the First Round Investors, the “Existing
Investors”);
WHEREAS,
Neonode intends to issue additional senior secured notes to the Existing
Investors and to other investors (the “New
Notes”)
in an
aggregate principal amount of up to $5,000,000 (the “Offering”),
in
substantially the form attached as Exhibit
1
to that
certain Note Purchase Agreement, dated January 22, 2007 (the “Note
Purchase Agreement”),
among
Neonode, AIGH and those persons who execute the Note Purchase Agreement from
time to time as a purchaser of the New Notes (collectively, in this capacity,
the “New
Investors”
and
together with the Existing Investors, the “Investors”);
WHEREAS,
the Existing Investors intend to change the Old Notes for amended and restated
notes of similar tenor to the New Notes (the “Amended
and Restated Notes”),
pursuant to the terms of that certain Bridge Note Exchange Agreement, dated
as
of January 22, 2007, by and among Neonode and the Existing Investors;
and
WHEREAS,
the Pledgor, the Pledgeholder and the Existing Investors wish to amend the
Stock
Pledge Agreement to grant to the Investors a security interest in the Pledged
Collateral to secure Neonode’s obligations to the Investors under the Amended
and Restated Notes and the New Notes, which may from time to time, commencing
on
the date of this Amendment, be issued by Neonode to certain
Investors.
NOW,
THEREFORE, in consideration of the mutual covenants contained herein and for
other good and valuable consideration, the receipt and sufficiency of which
are
hereby acknowledged, the parties to the Stock Pledge Agreement hereby agree
as
follows:
SECTION
1. Amendments
to the Stock Pledge Agreement.
The
Stock Pledge Agreement is hereby amended as follows:
(a) Exhibit
A
to the
Stock Pledge Agreement is hereby deleted in its entirety and replaced by
Exhibit
A
attached
to this Amendment.
(b) The
parties hereto agree that the New Notes shall be pari passu with the Amended
and
Restated Notes.
(c) The
term
“Notes” as used in the Stock Pledge Agreement shall be deemed to include the
Amended and Restated Notes and the New Notes.
(d) The
reference to Xxxx & Hessen LLP shall be deleted from Section 11 (Notices,
Etc.) of the Stock Pledge Agreement.
SECTION
2. Effect
of Amendment.
Except
as expressly provided in this Amendment, each of the terms and provisions of
the
Stock Pledge Agreement shall remain in full force and effect.
SECTION
3. Counterparts.
This
Amendment may be executed in one or more counterparts, each of which shall
be
deemed to be an original, but all of which taken together shall constitute
one
and the same instrument.
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of page intentionally left blank]
SIGNATURE
PAGE
TO
AMENDMENT
NO. 2 TO STOCKHOLDER PLEDGE AGREEMENT
January
___, 2007
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed and delivered by a duly authorized representative as of the date first
above written.
THE
PLEDGOR:
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[Pledgor]
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By:
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Name:
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Title:
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THE
PLEDGEHOLDER:
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AIGH
INVESTMENT PARTNERS, LLC
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By:
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Name:
Xxxx Xxxxxxxxx
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Title:
Manager
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AGENT
FOR INVESTORS:
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AIGH
INVESTMENT PARTNERS, LLC
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By:
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Name:
Xxxx Xxxxxxxxx
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Title:
Manager
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EXHIBIT
A
INVESTORS
AIGH
Investment Partners, LLC
Xxxxxxx
X. Xxxxxxxxx
Xx.
Xxxxxx X. Xxxxxx
[Additional
3rd
Round
Investors]