0001144204-08-022621 Sample Contracts

EXECUTION ORIGINAL BISHOP RANCH BUSINESS PARK BUILDING LEASE
Building Lease • April 15th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone) • California
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LEASE AGREEMENT Page 1 (4)
Lease Agreement • April 15th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone)

The undersigned have this day entered into the following Lease Agreement An X in a box means that the text following thereafter applies

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AMENDMENT NO. 2 TO SECURITY AGREEMENT
Security Agreement • April 15th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone)

THIS AMENDMENT NO. 2 dated as of January , 2007 (this “Amendment”) to the Security Agreement dated as of February 28, 2006, as amended from time to time (the “Security Agreement”), by and between Neonode, Inc., a Delaware corporation (the “Grantor”), and AIGH Investment Partners, LLC, a Delaware limited liability company, or assigns, as agent for the Investors (as defined in the Security Agreement) (the “Secured Party”).

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AMENDMENT NO. 4 TO SECURITY AGREEMENT
Security Agreement • April 15th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone)

THIS AMENDMENT NO. 4 dated as of July 31, 2007 (this “Amendment”) to the Security Agreement dated as of February 28, 2006, as amended from time to time (the “Security Agreement”), by and between Neonode Inc., a Delaware corporation (the “Grantor”), and AIGH Investment Partners, LLC, a Delaware limited liability company, or assigns, as agent for the Investors (as defined in the Security Agreement) (the “Secured Party”)

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NEONODE, INC. NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 15th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone) • New York

NOTE PURCHASE AGREEMENT (the “Agreement”) dated as of November 20, 2006 among NEONODE, INC., a Delaware corporation (“Company”), AIGH Investment Partners LLC, a Delaware limited liability company ( “AIGH”), and any other person who executes this agreement from time to time as purchaser of Notes (collectively with AIGH, the “New Investors”).

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NEONODE INC. AMENDMENT NO. 3 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 15th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone)

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”).

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AMENDMENT NO. 1 TO STOCKHOLDER PLEDGE AND SECURITY AGREEMENT
Stockholder Pledge and Security Agreement • April 15th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone)

THIS AMENDMENT NO. 1 TO STOCKHOLDER PLEDGE AND SECURITY AGREEMENT, dated as of November 20, 2006 (this “Amendment”), by and among Rector AB, 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

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INTERCREDITOR AGREEMENT
Intercreditor Agreement • April 15th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone) • New York

THIS INTERCREDITOR AGREEMENT (“Agreement”) dated as of February 28, 2006, is among AIGH INVESTMENT PARTNERS LLC, a Delaware limited liability company with offices located at 6006 Berkeley Avenue, Baltimore, Maryland 21209 (“AIGH”) and PETRUS HOLDINGS S.A., a corporation organized under the laws of Luxembourg (“Petrus”).

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NEONODE INC. AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 15th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone)

AMENDMENT NO. 2 TO NOTE PURCHASE AGREEMENT, dated as of the 21st day of December, 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”).

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NEONODE INC. AMENDMENT TO NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 15th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone)

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”).

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STOCKHOLDER PLEDGE AND SECURITY AGREEMENT
Stockholder Pledge and Security Agreement • April 15th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone) • New York

STOCKHOLDER PLEDGE AND SECURITY AGREEMENT (“Agreement”) dated as of February 28, 2006, made by ______________ (“Pledgor”), in favor of the Investors identified on Exhibit A hereto (collectively, the “Investors”).

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AMENDMENT NO. 2 TO STOCKHOLDER PLEDGE AND SECURITY AGREEMENT
Stockholder Pledge and Security Agreement • April 15th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone)

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

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AMENDMENT TO SENIOR SECURED NOTES Dated May 22, 2007
Senior Secured Notes Amendment • April 15th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone)

AMENDMENT TO SENIOR SECURED NOTE, DATED AS OF May 22, 2007 (the “Amendment”), made by and between NEONODE INC., a Delaware corporation, with its principal offices located at Biblioteksgatan 11, S111 44 Stockholm, Sweden (the “Company”) and the Bridge Investors (as defined below).

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AMENDMENT NO. 4 TO STOCKHOLDER PLEDGE AND SECURITY AGREEMENT
Stockholder Pledge and Security Agreement • April 15th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone)

THIS AMENDMENT NO. 4 TO STOCKHOLDER PLEDGE AND SECURITY AGREEMENT, dated as of July 31, 2007 (this “Amendment”), by and among Wirelesstoys Sweden AB, a company organized under the laws of Sweden (“Pledgor”) and AIGH Investment Partners, LLC (“AIGH”) as the Pledgeholder for and on behalf of the Investors (as defined below) and as the Investors’ agent.

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AMENDMENT NO. 1 TO SECURITY AGREEMENT
Security Agreement • April 15th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone)

THIS AMENDMENT NO. 1 dated as of November 20, 2006 (this “Amendment”) to the Security Agreement dates as of February 28, 2006, as amended from time to time (the “Security Agreement”), by and between Neonode, Inc. A Delaware corporation (the “Grantor”), and AIGH Investment Partners, LLC, a Delaware limited liability company, or assigns, as agent for the Investors (as defined in the Security Agreement) (the “Secured Party”).

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SECURITY AGREEMENT
Security Agreement • April 15th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone) • New York

SECURITY AGREEMENT dated February 28, 2996, made by Neonode, Inc. a Delaware corporation (the “Grantor”), and AIGH Investment Partners, LLC, a Delaware limited liability company, or assigns, having an office located at 6006 Berkeley Ave., Baltimore, MD 21209, as agent for the Investors (as defined herein) (“Secured Party”), in connection with the Notes (as hereinafter defined).

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NEONODE INC. NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 15th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone) • New York

NOTE PURCHASE AGREEMENT (the “Agreement”) dated as of July 31, 2007 among NEONODE INC., a Delaware corporation (“Company”) and any person who executes this agreement from time to time as a purchaser of Notes (the “New Investors”).

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EMPLOYMENT AGREEMENT
Employment Agreement • April 15th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone) • Stockholm

The parties agree that the position entails duties and conditions of employment such that the employee shall be deemed to occupy a managerial or comparable position.

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NEONODE, INC. NOTE PURCHASE AGREEMENT
Note Purchase Agreement • April 15th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone) • New York

NOTE PURCHASE AGREEMENT (the “Agreement”) dated as of February 28, 2006 among NEONODE, INC., a Delaware corporation (“Company”), AIGH Investment Partners LLC, a Delaware limited liability company ( “AIGH”), and any other person who executes this agreement from time to time as purchaser of Notes (collectively with AIGH, the “Investors”).

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