WARRANT EXERCISE SUBSCRIPTION AGREEMENTSubscription Agreement • May 27th, 2008 • Neonode, Inc • Telephone communications (no radiotelephone) • New York
This SUBSCRIPTION AGREEMENT ("Subscription Agreement") is made and entered into as of May 16, 2008 by and between Neonode Inc., a Delaware corporation ("Company"), and the subscribers whose names and addresses are set forth on the signature page hereto (each a "Subscriber").
Empire Asset Management Company New York, NY 10006 May 12, 2008Neonode, Inc • May 27th, 2008 • Telephone communications (no radiotelephone) • New York
This letter agreement shall serve to confirm the Company’s request and Empire’s acceptance to act as the Company’s financial advisor with respect to a transaction pursuant to which the Company shall offer (the “Warrant Offering”), for a period expiring May 15, 2008, subject to extension as may be agreed by the Company and Empire (the “Warrant Offering Term”), to holders (the “Warrantholders”) of an aggregate of 5,614,453 warrants issued by the Company (the “Exercise Warrants”), each exercisable to purchase one share of the Company’s common stock, par value $0.01 per share (the “Common Stock”) at current exercise prices ranging from $2.83 to $16.65 per share (i) to reduce the exercise price per Exercise Warrant to the closing sale price per share of the Common Stock on May 14, 2008 plus $0.01, for those Warrantholders agreeing to exercise the Exercise Warrants for cash only (the “Exercise Warrantholders”) or (ii) to facilitate the transfer of Exercise Warrants by Warrantholders who do n
