0001144204-08-071700 Sample Contracts

NOTE CONVERSION AGREEMENT

Note Conversion Agreement • December 31st, 2008 • Neonode, Inc • Telephone communications (no radiotelephone) • Delaware

• Contract Type
  Note Conversion Agreement
• Filed
  December 31st, 2008
• Company
  Neonode, Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  Delaware

THIS NOTE CONVERSION AGREEMENT (the “Conversion Agreement”), dated as of December ___, 2008, is entered into by and between Neonode, Inc., a Delaware corporation (the “Corporation”), and _____________________ (the “Holder”).

SHARE EXCHANGE AGREEMENT

Share Exchange Agreement • December 31st, 2008 • Neonode, Inc • Telephone communications (no radiotelephone) • Delaware

• Contract Type
  Share Exchange Agreement
• Filed
  December 31st, 2008
• Company
  Neonode, Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  Delaware

THIS AGREEMENT (“Agreement”) is made and entered into this _ day of December 2008, (the “Effective Date”) by and among (A) NEONODE, INC., a Delaware, United States corporation (“Neonode” or "Corporation"); (B) AB Cypressen 9683 (changing to Neon Mobile Technology AB) a corporation organized under the laws of Sweeden (“NewCo”); and (C) Iwojima Sarl, (“Iwojima”),Wireless Toys AB (“WT”), and Athemis Ltd. (“Athemis”). The Employees are hereinafter collectively referred to as the “NewCo Stockholders.” Neonode, NewCo, and the NewCo Stockholders are hereinafter collectively referred to as the “Parties.”

WARRANT CONVERSION AGREEMENT

Warrant Conversion Agreement • December 31st, 2008 • Neonode, Inc • Telephone communications (no radiotelephone) • Delaware

• Contract Type
  Warrant Conversion Agreement
• Filed
  December 31st, 2008
• Company
  Neonode, Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  Delaware

THIS WARRANT CONVERSION AGREEMENT (the “Conversion Agreement”), dated as of December ___, 2008, is entered into by and between Neonode, Inc., a Delaware corporation (the “Corporation”), and _____________________ (the “Holder”).

SERIES A PREFERRED STOCK SUBSCRIPTION AGREEMENT

Series a Preferred Stock Subscription Agreement • December 31st, 2008 • Neonode, Inc • Telephone communications (no radiotelephone) • Delaware

• Contract Type
  Series a Preferred Stock Subscription Agreement
• Filed
  December 31st, 2008
• Company
  Neonode, Inc
• Industry
  Telephone communications (no radiotelephone)
• Jurisdiction
  Delaware

THIS SERIES A PREFERRED STOCK SUBSCRIPTION AGREEMENT (the “Subscription Agreement”), is made and entered into as of the ____ day of December, 2008 (the “Effective Date”), by and among Neonode, Inc., a Delaware corporation (the “Corporation”), and the subscribers whose names and addresses are listed on Exhibit A attached hereto (each, a “Subscriber” and collectively, the “Subscribers”). The Corporation and the Subscribers shall be referred to collectively herein as the “Parties” and each separately as a “Party”.