Exhibit 10.1


 


Neonode Inc.


 


1,808,000 Shares of Common Stock, par value
$0.001 per share


 


PLACEMENT AGENCY AGREEMENT


 


21 October 2021


 


Pareto Securities Inc.


150 E 52nd Street, 29th Floor


New York, NY 10022


United States of America


 


Pareto Securities AB


Berzelii Park 9


SE-111 47 Stockholm


Sweden


 


Dear Pareto:


 


Neonode Inc, a Delaware corporation (the “Company”),
proposes to issue and sell 1,808,000 shares (the “Offered Shares” or “Offered Securities”) of the
Company’s common stock, par value $0.001 per share (the “Common Stock”), to certain investors (each, an “Investor”
and collectively, the “Investors”). The Company desires to engage you as its placement agent (together, the “Placement
Agent”) in connection with such issuance and sale. The Offered Securities are more fully described in the Registration Statement
(as hereinafter defined).


 


The Company hereby confirms as follows
its agreements with the Placement Agent.


 


		1.	Agreement to Act as Placement Agent. On the basis of the representations, warranties and agreements of the Company herein contained
and subject to all the terms and conditions of this Placement Agency Agreement (this “Agreement”), the Company hereby
appoints the Placement Agent and the Placement Agent agrees to act as the Company’s placement agent, on a best efforts basis, in
connection with the issuance and sale by the Company of the Offered Securities to the Investors. The Placement Agent shall use commercially
reasonable efforts to assist the Company in obtaining performance by each Investor whose offer to purchase Offered Securities has been
solicited by the Placement Agent and accepted by the Company, but the Placement Agent shall not, except as otherwise provided in this
Agreement, have any liability to the Company if any such purchase is not consummated for any reason. The Company shall have the sole right
to accept offers to purchase Offered Securities and may reject any such offer, in whole or in part. The Company shall pay to the Placement
Agent an aggregate amount equal to 5% of the aggregate gross proceeds received by the Company from the sale of the Offered Securities,
if any, actually sold as set forth on the cover page of the Prospectus (as hereinafter defined) upon the closing of the transactions contemplated
hereby. The Placement Agent, without the prior consent of the Company, may appoint any co-agents or sub-agents in connection with the
issuance and sale of the Offered Securities and may allocate any portion of such fee to such co-agents or sub-agents except as may otherwise
be agreed by the Company and the Placement Agent.



 


		2.	Delivery and Payment. At 10:00 a.m., New York, on 25 October 2021 or at such other time on
such other date as may be agreed upon by the Company and the Placement Agent (such date is hereinafter referred to as the “Closing
Date”), the Placement Agent shall cause the Investors to wire an amount equal to the price per share as shown on the cover page
of the Prospectus (as hereinafter defined) for each and all of the Offered Securities offered pursuant to the Prospectus to an account
designated by the Company, and the Company shall deliver the Offered Securities to the Investors, which delivery may be made through the
facilities of The Depository Trust Company. The closing (the “Closing”) shall take place electronically. All actions
taken at the Closing shall be deemed to have occurred simultaneously.



 






     


     

    

 


		3.	Representations and Warranties of the Company. The Company represents and warrants and covenants to the Placement Agent on
the date hereof, and shall be deemed to represent and warrant and covenant to the Placement Agent on the Closing Date, that:



 


		(a)	A “shelf” registration statement on Form S-3 (File No. 333-255964) with respect to the Common Stock and certain other
securities of the Company has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended
(the “Act”), and the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange
Commission (the “Commission”) thereunder, and has been filed with the Commission. The Company and the transactions
contemplated by this Agreement meet the requirements and comply with the conditions for the use of Form S-3. The Registration Statement
meets the requirements of Rule 415(a)(1)(x) under the Act and complies in all materials respects with said rule. As used in this Agreement:



 


		(i)	“Applicable Time” means 11:22 a.m., Stockholm time, on the date of this Agreement;



 


		(ii)	“Effective Date” means any date as of which any part of the Registration Statement became, or is deemed to have become,
effective under the Act in accordance with the Rules and Regulations;



 


		(iii)	“Issuer Free Writing Prospectus” means each “issuer free writing prospectus” (as defined in Rule 433 of the
Rules and Regulations) prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of
the Offered Securities, each as listed on Schedule 3 hereto;



 


		(iv)	“Preliminary Prospectus” means any preliminary prospectus relating to the Offered Securities included in the Registration
Statement or filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations, including any preliminary prospectus supplement
thereto relating to the Offered Securities;



 


		(v)	“Pricing Disclosure Materials” means, as of the Applicable Time, the most recent Preliminary Prospectus, together with
each Issuer Free Writing Prospectus filed or used by the Company on or before the Applicable Time, and the information set forth on Schedule
4 hereto;



 


		(vi)	“Prospectus” means the final prospectus relating to the Offered Securities including any prospectus supplement thereto
relating to the Offered Securities and the documents incorporated by reference therein, as filed with the Commission pursuant to Rule
424(b) of the Rules and Regulations; and



 



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		(vii)	“Registration Statement” means, collectively, the various parts of such registration statement, each as amended as of
the Effective Date for such part, including any Preliminary Prospectus or the Prospectus and all exhibits to such registration statement.


 


Any reference to any Preliminary Prospectus,
the Prospectus or the Registration Statement shall be deemed to refer to and include any documents incorporated or deemed to be incorporated
by reference therein pursuant to Form S-3 under the Act as of the date of such Preliminary Prospectus or the Prospectus, as the case may
be. Any reference herein to the terms “amend”, “amendment” or “supplement” with respect to the Registration
Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), after the effective date of the Registration Statement, the
date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, which is incorporated therein by reference.


 


		(b)	The Registration Statement has heretofore become effective under the Act; no stop order of the Commission preventing or suspending
the use of any Prospectus, or the effectiveness of the Registration Statement, has been issued, and no proceedings for such purpose have
been instituted or, to the Company’s knowledge, are contemplated by the Commission.



 


		(c)	The Company was not at the time of the initial filing of the Registration Statement, has not been since the date of such filing, and
will not be on the Closing Date, an “ineligible issuer” (as defined in Rule 405 under the Act). The Company has been since
the time of initial filing of the Registration Statement and continues to be eligible to use Form S-3 for the offering of the Offered
Securities.



 


		(d)	The Registration Statement, at the time it became effective, as of the date hereof, and at the Closing Date conformed and will conform
in all material respects to the requirements of the Act and the Rules and Regulations. The Preliminary Prospectus conformed, and the Prospectus
will conform, when filed with the Commission pursuant to Rule 424(b) and on the Closing Date to the requirements of the Act and the Rules
and Regulations. The documents incorporated by reference in any Preliminary Prospectus or the Prospectus conformed, and any further documents
so incorporated will conform, when filed with the Commission, to the requirements of the Exchange Act or the Act, as applicable, and the
rules and regulations promulgated under the Act and the Exchange Act.



 


		(e)	The Registration Statement did not, as of the Effective Date, contain an untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the statements therein not misleading.



 


		(f)	The Prospectus will not, as of its date and on the Closing Date, contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any statement
contained in the Prospectus in reliance upon and in conformity with information concerning the Placement Agent and furnished in writing
by the Placement Agent to the Company expressly for use in the Prospectus, as set forth in Section 8(b).



 


		(g)	The documents incorporated by reference in any Preliminary Prospectus or the Prospectus did not, and any further documents filed and
incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to
state a material fact required to be stated in such document or necessary to make the statements in such document, in light of the circumstances
under which they were made, not misleading.



 






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		(h)	The Pricing Disclosure Materials, including each Issuer Free Writing Prospectus, did not, as of the Applicable Time, contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation
or warranty with respect to any statement contained in the Pricing Disclosure Materials in reliance upon and in conformity with information
concerning the Placement Agent and furnished in writing by the Placement Agent to the Company expressly for use in the Pricing Disclosure
Materials, as set forth in Section 8(b).



 


		(i)	Each Issuer Free Writing Prospectus conformed or will conform in all material respects to the requirements of the Act and the Rules
and Regulations on the date of first use, and the Company has complied or will comply with any filing requirements applicable to such
Issuer Free Writing Prospectus pursuant to the Rules and Regulations. Each Issuer Free Writing Prospectus, as of its issue date and at
all subsequent times through the completion of the public offer and sale of the Offered Securities, did not, does not and will not include
any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Pricing
Disclosure Materials or the Prospectus, including any document incorporated by reference therein that has not been superseded or modified.
The Company has not made any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus without
the prior written consent of the Placement Agent. The Company has retained in accordance with the Rules and Regulations all Issuer Free
Writing Prospectuses that were not required to be filed pursuant to the Rules and Regulations.



 


		(j)	The Company is, and at the Closing Date will be, duly organized, validly existing and in good standing under the laws of the State
of Delaware. The Company (i) has, and at the Closing Date will have, full corporate power and authority to conduct all the activities
conducted by it, to own or lease all the assets owned or leased by it and to conduct its business as described in the Registration Statement
and the Prospectus and (ii) is, and at the Closing Date will be, duly licensed or qualified to do business and in good standing as a foreign
organization in all jurisdictions in which the nature of the activities conducted by it or the character of the assets owned or leased
by it makes such licensing or qualification necessary; except, in each case, where the failure to be so qualified or in good standing
or have such power or authority would not, individually or in the aggregate, have a material adverse effect or would not reasonably be
expected to have a material adverse effect on or affecting the business, properties, management, consolidated financial position, stockholders’
equity, prospects or results of operations of the Company and its Subsidiaries taken as a whole (a “Material Adverse Effect”).
Complete and correct copies of the certificate of incorporation and of the bylaws of the Company and all amendments thereto have been
delivered or made available to the Placement Agent, and no changes therein will be made subsequent to the date hereof and prior to the
Closing Date.



 


		(k)	Each of the Company’s significant subsidiaries (as defined in Rule 1.02 (w) of Regulation S-X under the Securities Act) (each
a “Subsidiary” and collectively the “Subsidiaries”) are listed on Schedule 1 to this Agreement.
Each Subsidiary has been duly organized and is validly existing as a corporation in good standing under the laws of its jurisdiction of
formation. Each Subsidiary is duly qualified and in good standing as a foreign corporation in each jurisdiction in which the character
or location of its properties (owned, leased or licensed) or the nature or conduct of its business makes such qualification necessary,
except for those failures to be so qualified or in good standing which will not, individually or in the aggregate, have a Material Adverse
Effect. All of the shares of issued capital stock of each subsidiary of the Company have been duly authorized and validly issued, are
fully paid and non- assessable and are owned directly or indirectly by the Company, free and clear of any lien, encumbrance, claim, security
interest, restriction on transfer, shareholders’ agreement, voting trust or other defect of title whatsoever.



 





 






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		(l)	The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and nonassessable and,
other than as set forth in the Registration Statement, are not subject to any preemptive rights, rights of first refusal or similar rights.
The Company has an authorized, issued and outstanding capitalization as set forth in the Prospectus as of the dates referred to therein.
The descriptions of the securities of the Company in the Registration Statement and the Prospectus are, and at the Closing Date will be,
complete and accurate in all respects. Except as set forth in the Registration Statement and the Prospectus, the Company does not have
outstanding any rights (other than stock options or other equity awards under the Company’s equity incentive and stock purchase
plans) or warrants to subscribe for, or any securities or obligations convertible into, or exchangeable for, or any contracts or commitments
to issue or sell, any shares of capital stock or other securities.



 


		(m)	The Company has full legal right, power and authority to enter into this Agreement and perform the transactions contemplated hereby.
This Agreement has been authorized and validly executed and delivered by the Company and is the legal, valid and binding agreement of
the Company enforceable against the Company in accordance with its terms, except as rights to indemnity hereunder may be limited by federal
or state securities laws and subject to the effect of applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors’
rights generally and equitable principles of general applicability and public policy.



 


		(n)	The issuance and sale of the Offered Shares have been duly authorized by the Company, and the Offered Shares, when issued and paid
for in accordance with this Agreement, will be duly and validly issued, fully paid and nonassessable and will not be subject to preemptive
or similar rights. The holders of the Offered Securities will not be subject to personal liability by reason of being such holders. The
Offered Securities, when issued, will conform in all material respects to the description thereof set forth in or incorporated into the
Prospectus.



 


		(o)	The consolidated financial statements and the related notes included in the Registration Statement, the Pricing Disclosure Materials
and the Prospectus present fairly, in all material respects, the financial condition of the Company and its consolidated Subsidiaries
as of the dates thereof and the results of operations and cash flows at the dates and for the periods covered thereby in conformity with
generally accepted accounting principles (“GAAP”). Any pro forma financial statements or data included in the Registration
Statement, the Pricing Disclosure Materials and the Prospectus comply in all material respects with the requirements of the Act and the
Exchange Act, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma
adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and the pro forma adjustments
have been properly applied to the historical amounts in the compilation of those statements and data. No other financial statements or
schedules of the Company, any Subsidiary or any other entity are required by the Act or the Rules and Regulations to be included in the
Registration Statement, the Pricing Disclosure Materials or the Prospectus. All disclosures contained in the Registration Statement, the
Pricing Disclosure Materials and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the Rules
and Regulations) comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K under the Act, to the extent applicable. The
Company and the Subsidiaries do not have any material liabilities or obligations, direct or contingent, of a character required to be
described in or to be filed as an exhibit to the Registration Statement that are not disclosed in the Registration Statement, the Pricing
Disclosure Materials and the Prospectus or so filed.



 






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		(p)	KMJ Corbin & Company LLP (the “Accountants”), who have reported on such consolidated financial statements and
schedules, are registered independent public accountants with respect to the Company as required by the Act and the Rules and Regulations
and by the rules of the Public Company Accounting Oversight Board. The consolidated financial statements of the Company and the related
notes and schedules included in the Registration Statement and the Prospectus have been prepared in conformity with the requirements of
the Act and the Rules and Regulations and present fairly the information shown therein.



 


		(q)	There is and has been no failure on the part of the Company, or to the Company’s knowledge, any of the Company’s directors
or officers, in their capacities as such, to comply with any applicable provisions of the Sarbanes Oxley Act of 2002 and the rules and
regulations promulgated therewith (the “Sarbanes Oxley Act”). Each of the principal executive officer and the principal
financial officer of the Company (or each former principal executive officer of the Company and each former principal financial officer
of the Company as applicable) has made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act with respect to all
reports, schedules, forms, statements and other documents required to be filed by it with the Commission. For purposes of the preceding
sentence, “principal executive officer” and “principal financial officer” shall have the meanings given to such
terms in the Sarbanes-Oxley Act. The Company has taken all reasonable actions necessary to ensure that it is in compliance in all material
respects with all provisions of the Sarbanes-Oxley Act that are in effect and with which the Company is required to comply.



 


		(r)	The Company and its Subsidiaries maintain systems of internal accounting controls sufficient to provide reasonable assurance that:
(i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded
as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain
asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is
taken with respect to any differences. The Company has established disclosure controls and procedures (as defined in Exchange Act Rules
13a-14 and 15d-14) for the Company and designed such disclosure controls and procedures to provide reasonable assurance that material
information relating to the Company and its Subsidiaries is made known to the certifying officers by others within those entities, particularly
during the period in which the Company’s Annual Report on Form 10-K or Quarterly Report on Form 10-Q, as the case may be, is being
prepared. The Company’s certifying officers have evaluated the effectiveness of the Company’s disclosure controls and procedures
as of the end of the period covered by the Form 10-K for the year ended December 31, 2020 (such date, the “Evaluation Date”).
The Company presented in its Form 10-K for the year ended December 31, 2020 the conclusions of the certifying officers about the effectiveness
of the disclosure controls and procedures based on their evaluations as of the Evaluation Date. Since the Evaluation Date, there have
been no significant changes in the Company’s internal controls (as such term is defined in Item 307(b) of Regulation S-K under the
Exchange Act) or, to the Company’s knowledge, in other factors that could significantly affect the Company’s internal controls.



 






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		(s)	Except as set forth in or otherwise contemplated or disclosed in the Registration Statement, the Pricing Disclosure Materials and
the Prospectus, since the date of the most recent consolidated financial statements of the Company included or incorporated by reference
in the Preliminary Prospectus, (i) there has not been any change in the capital stock of the Company or long-term debt of the Company
or any Subsidiary or any dividend or distribution of any kind declared, set aside for payment, paid or made by the Company on any class
of capital stock, or any material adverse change, in the business, properties, management, consolidated financial position, stockholders’
equity, or results of operations of the Company and its Subsidiaries taken as a whole (a “Material Adverse Change”),
(ii) there has not been any change or any development involving a prospective Material Adverse Change whether or not occurring in the
ordinary course of business, and (iii) neither the Company nor any Subsidiary has sustained any material loss or material interference
with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor disturbance or
dispute or any action, order or decree of any court or arbitrator or governmental or regulatory authority.



 


		(t)	Except as set forth in or otherwise contemplated or disclosed in the Registration Statement, the Pricing Disclosure Materials and
the Prospectus, since the date as of which information is given in the most recent Preliminary Prospectus or the Pricing Disclosure Materials,
neither the Company nor any Subsidiary has entered into any transaction or agreement, not in the ordinary course of business, that is
material to the Company and its Subsidiaries taken as a whole or incurred any liability or obligation, direct or contingent, not in the
ordinary course of business, that is material to the Company and its Subsidiaries taken as a whole.



 


		(u)	The Company and each Subsidiary has good and defensible title to all items of real property and good and defensible title to all tangible
personal property described in the Registration Statement, the Pricing Disclosure Materials or the Prospectus as being owned by them that
are material to the businesses of the Company and its Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances
and claims except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company
and its Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Any
real property described in the Registration Statement, the Pricing Disclosure Materials or the Prospectus as being leased by the Company
or any Subsidiary that is material to the business of the Company and its Subsidiaries taken as a whole is held by them under valid, existing
and enforceable leases, except where the failure of such leases to be valid or enforceable (A) does not materially interfere with the
use made or proposed to be made of such property by the Company and its Subsidiaries or (B) would not be reasonably expected, individually
or in the aggregate, to have a Material Adverse Effect.



 


		(v)	The Company is not, nor upon completion of the transactions contemplated herein will it be, an “investment company” or
“promoter” or “principal underwriter” for an “investment company,” as such terms are defined in the
Investment Company Act of 1940, as amended (the “Investment Company Act”).



 


		(w)	There are no legal, governmental or regulatory actions, suits or proceedings pending, nor any legal, governmental or regulatory investigations,
to which the Company or any Subsidiary is a party or to which any property of the Company or any Subsidiary is the subject that, individually
or in the aggregate, would reasonably be expected to have a Material Adverse Effect or materially and adversely affect the ability of
the Company to perform its obligations under this Agreement (collectively, the “Actions”); to the Company’s knowledge,
no such Actions are threatened by any governmental or regulatory authority or threatened by others; and there are no current or, to the
Company’s knowledge, pending legal, governmental or regulatory investigations, actions, suits or proceedings that are required under
the Act to be described in the Registration Statement, the Pricing Disclosure Materials or the Prospectus that are not so described.



 






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		(x)	The Company and each Subsidiary has, and at the Closing Date will have: (i) all governmental licenses, permits, consents, orders,
approvals and other authorizations necessary to carry on its respective business as presently conducted except where the failure to have
such governmental licenses, permits, consents, orders, approvals and other authorizations would not have a Material Adverse Effect; (ii)
complied with all laws, regulations and orders applicable to either it or its business, except where the failure to so comply would not
have a Material Adverse Effect; and (iii) performed all its obligations required to be performed, and is not, and at the Closing Date
will not be, in default, under any indenture, mortgage, deed of trust, voting trust agreement, loan agreement, bond, debenture, note agreement,
lease, contract or other agreement or instrument (collectively, a “contract or other agreement”) to which it is a party
or by which its property is bound or subject, except where such default would not have a Material Adverse Effect, and, to the Company’s
knowledge, no other party under any material contract or other agreement to which it is a party is in default in any respect thereunder
where such default would have a Material Adverse Effect. The Company and its Subsidiaries are not in violation of any provision of their
respective organizational or governing documents.



 


		(y)	All consents, authorizations, approvals and orders required for the execution and delivery of this Agreement have been obtained, except
such as may be required under state securities or Blue Sky Laws or the by-laws and rules of the Financial Industry Regulatory Authority,
Inc. (“FINRA”) in connection with the distribution of the Offered Securities by the Placement Agent.



 


		(z)	The Common Stock is registered under Section 12(b) of the Exchange Act and the Company has filed a notice of listing of additional
shares with respect to the Shares on The Nasdaq Capital Market, and Nasdaq shall not have provided any comments to such notification of
listing of additional shares.



 


		(aa)	Neither the execution of this Agreement, nor the issuance, offering or sale of the Offered Securities, nor the consummation of any
of the transactions contemplated herein, nor the compliance by the Company with the terms and provisions hereof will conflict with, or
will result in a breach of, any of the terms and provisions of, or has constituted or will constitute a default under, or has resulted
in or will result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any Subsidiary
pursuant to the terms of any contract or other agreement to which the Company or its Subsidiaries may be bound or to which any of the
property or assets of the Company or its Subsidiaries is subject, except (i) such conflicts, breaches or defaults as may have been waived
and (ii) such conflicts, breaches and defaults that would not have a Material Adverse Effect; nor will such action result (x) in any violation
of the provisions of the organizational or governing documents of the Company or any Subsidiary, or (y) in any material violation of the
provisions of any statute or any order, rule or regulation applicable to the Company or any Subsidiary or of any court or of any federal,
state or other regulatory authority or other government body having jurisdiction over the Company or any Subsidiary.



 






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		(bb)	There is no document or contract of a character required to be described in the Registration Statement, the Pricing Disclosure Materials
or the Prospectus or to be filed as an exhibit to the Registration Statement which is not described or filed as required. All such contracts
to which the Company is a party have been authorized, executed and delivered by the Company, constitute valid and binding agreements of
the Company, and are enforceable against the Company in accordance with the terms thereof, subject to the effect of applicable bankruptcy,
insolvency or similar laws affecting creditors’ rights generally and equitable principles of general applicability.



 


		(cc)	No statement, representation or warranty made by the Company in this Agreement or made in any certificate or document required by
this Agreement to be delivered to the Placement Agent or the Investors was or will be, when made, inaccurate, untrue or incorrect in any
material respect.



 


		(dd)	The Company and its directors, officers or controlling persons have not taken, directly or indirectly, any action intended, or which
might reasonably be expected, to cause or result, under the Act or otherwise, in, or which has constituted, stabilisation or manipulation
of the price of any security of the Company to facilitate the sale or resale of the Common Stock.



 


		(ee)	No holder of securities of the Company has rights to the registration of any securities of the Company as a result of the filing of
the Registration Statement or the transactions contemplated by this Agreement, except for such rights as have been waived or satisfied.



 


		(ff)	Neither the Company nor any Subsidiary is involved in any material labor dispute nor, to the Company’s knowledge, is any such
dispute known by the Company or any of its Subsidiaries to be threatened.



 


		(gg)	The business and operations of the Company and each of its Subsidiaries have been and are being conducted in compliance with all applicable
laws, ordinances, rules, regulations, licenses, permits, approvals, plans, authorizations or requirements relating to occupational safety
and health, or pollution, or protection of health or the environment (including, without limitation, those relating to emissions, discharges,
releases or threatened releases of pollutants, contaminants or hazardous or toxic substances, materials or wastes into ambient air, surface
water, groundwater or land, or relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or
handling of chemical substances, pollutants, contaminants or hazardous or toxic substances, materials or wastes, whether solid, gaseous
or liquid in nature) of any governmental department, commission, board, bureau, agency or instrumentality of the United States, any state
or political subdivision thereof, or any foreign jurisdiction, and all applicable judicial or administrative agency or regulatory decrees,
awards, judgments and orders relating thereto, except where the failure to be in such compliance will not, individually or in the aggregate,
have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries has received any notice from any governmental instrumentality
or any third party alleging any material violation thereof or liability thereunder (including, without limitation, liability for costs
of investigating or remediating sites containing hazardous substances and/or damages to natural resources).



 






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		(hh)	Except as disclosed in the Registration Statement, the Pricing Disclosure Materials and the Prospectus: (i) the Company and each Subsidiary
owns licenses, has options for or has the right to use the inventions, patent applications, patents, trademarks (both registered and unregistered),
trade names, copyrights and trade secrets necessary for the conduct of its respective business as currently conducted (collectively, the
“Intellectual Property”); and (ii) (A) there are no third parties who have any ownership rights to any Intellectual
Property that is owned by the Company or any Subsidiary or otherwise included in or with the products described in the Registration Statement,
except for the ownership rights of the owners of the Intellectual Property licensed or optioned by the Company or a Subsidiary; (B) to
the knowledge of the Company and its Subsidiaries, there are currently no sales of any products that would constitute an infringement
of any Intellectual Property owned by any third party, which infringement would have a Material Adverse Effect; (C) to the knowledge of
the Company and its Subsidiaries, there is currently no infringement by third parties of any Intellectual Property owned, by the Company
or any Subsidiary, which infringement would have a Material Adverse Effect, (D) there is no pending or, to the Company’s knowledge,
threatened action, suit, proceeding or claim by others challenging the rights of the Company or any Subsidiary in or to any Intellectual
Property owned, licensed or optioned by the Company or any Subsidiary, other than claims which would not reasonably be expected to have
a Material Adverse Effect; (E) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim
by others challenging the validity or scope of any Intellectual Property owned, licensed or optioned by the Company or any Subsidiary,
other than actions, suits, proceedings and claims which would not reasonably be expected to have a Material Adverse Effect; and (F) there
is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company or any of
any Subsidiaries infringes or otherwise violates any patent, trademark, copyright, trade secret or other proprietary right of others,
other than actions, suits, proceedings and claims which would not reasonably be expected to have a Material Adverse Effect.



 


		(ii)	Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse
Effect, the Company and each Subsidiary has filed as of the date hereof all necessary federal, state and foreign income and franchise
tax returns and have paid or accrued all taxes shown as due thereon, and, to the Company’s knowledge, there is no tax deficiency
which has been or could reasonably be expected to be asserted or threatened against it or any Subsidiary which could have a Material Adverse
Effect.



 


		(jj)	On the Closing Date, all stock transfer or other taxes (other than income taxes) which are required to be paid in connection with
the sale and transfer of the Offered Securities to be sold hereunder will be, or will have been, fully paid or provided for by the Company
and all laws imposing such taxes will be or will have been fully complied with.



 


		(kk)	The Company and each Subsidiary maintains insurance of the types and in the amounts that the Company reasonably believes is adequate
for their respective businesses, including, but not limited to, insurance covering all real and personal property owned or leased by the
Company or any Subsidiary against theft, damage, destruction, acts of vandalism and all other risks customarily insured against by similarly
situated companies, all of which insurance is in full force and effect.



 


		(ll)	Neither the Company nor any Subsidiary, nor, to the Company’s knowledge, any director, officer, agent or employee of the Company,
has directly or indirectly: (i) made any unlawful contribution to any candidate for public office, or failed to disclose fully any contribution
in violation of law; (ii) made any payment to any federal or state governmental officer or official, or other person charged with similar
public or quasi-public duties, other than payments required or permitted by the laws of the United States or any jurisdiction thereof;
(iii) violated or is in violation of any provisions of the U.S. Foreign Corrupt Practices Act of 1977; or (iv) made any bribe, rebate,
payoff, influence payment, kickback or other unlawful payment.



 






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		(mm)	Each officer and director of the Company listed on Schedule 2 hereto has delivered to the Placement Agent a “lock up” agreement
substantially in the form of Exhibit A.



 


		(nn)	The Company has delivered to the Placement Agent a “lock up” agreement substantially in the form of Exhibit B.



 


		(oo)	The Company has not distributed and, prior to the later to occur of the Closing Date and completion of the distribution of the Offered
Securities, will not distribute any offering material in connection with the offering and sale of the Offered Securities other than any
Preliminary Prospectus, the Prospectus and any Issuer Free Writing Prospectus to which the Placement Agent has consented.



 


		(pp)	Except as described in the Registration Statement, the Pricing Disclosure Materials and the Prospectus, the Company does not directly
or indirectly control or have a material interest in any other business entity.



 


		(qq)	Each material employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as
amended (“ERISA”), that is maintained, administered or contributed to by the Company or any of its affiliates for employees
or former employees of the Company and its Subsidiaries has been maintained in material compliance with its terms and the requirements
of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code of 1986, as
amended (the “Code”); no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the
Code, has occurred which would result in a material liability to the Company with respect to any such plan excluding transactions effected
pursuant to a statutory or administrative exemption; and for each such plan that is subject to the funding rules of Section 412 of the
Code or Section 302 of ERISA, no “accumulated funding deficiency” as defined in Section 412 of the Code has been incurred,
whether or not waived, and the fair market value of the assets of each such plan (excluding for these purposes accrued but unpaid contributions)
exceeds the present value of all benefits accrued under such plan determined using reasonable actuarial assumptions.



 


		(rr)	No relationship, direct or indirect, exists between or among the Company or any Subsidiary, on the one hand, and the directors, officers,
stockholders, customers or suppliers of the Company or any Subsidiary, on the other, which is required by the Act to be disclosed in the
Registration Statement, the Pricing Disclosure Materials and the Prospectus and is not so disclosed.



 


		(ss)	The Company has not sold or issued any securities that would be integrated with the offering of the Offered Securities contemplated
by this Agreement pursuant to the Act, the Rules and Regulations or the interpretations thereof by the Commission.



 


		(tt)	Neither the Company nor its Subsidiaries are a party to any contract, agreement or understanding with any person (other than this
Agreement) that would give rise to a valid claim against the Company or its Subsidiaries or the Placement Agent (or the Placement Agent’s
co-agent or sub-agent, if any) for a brokerage commission, finder’s fee or like payment in connection with the offering and sale
of the Offered Securities.



 






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		(uu)	No forward-looking statement (within the meaning of Section 27A of the Act and Section 21E of the Exchange Act) (a “Forward
Looking Statement”) contained in the Registration Statement or the Prospectus has been made or reaffirmed without a reasonable
basis or has been disclosed other than in good faith. The Forward Looking Statements incorporated by reference in the Registration Statement
and the Prospectus from the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and Quarterly Report on Form
10-Q for the period ended June 30, 2021 (in each case under the heading “Management’s Discussion and Analysis of Financial
Condition and Results of Operations) (i) are within the coverage of the safe harbor for forward looking statements set forth in Section
27A of the Act, Rule 175(b) under the Act or Rule 3b-6 under the Exchange Act, as applicable, (ii) were made by the Company with a reasonable
basis and in good faith and reflect the Company’s good faith reasonable best estimate of the matters described therein and (iii)
have been prepared in accordance with Item 10 of Regulation S-K.



 


		(vv)	The operations of the Company and its Subsidiaries are and have been conducted at all times in material compliance with applicable
financial record keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money
laundering statutes of all jurisdictions to which the Company or its Subsidiaries are subject, the rules and regulations thereunder and
any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the
“Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority
or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to
the Company’s knowledge, threatened against the Company or any of its Subsidiaries.



 


		(ww)	Except as set forth in the Company’s filings with the Commission, none of the officers or directors of the Company and, to the
knowledge of the Company, none of its employees are presently a party to any transaction with the Company or any Subsidiary (other than
for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing
of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer,
director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial
interest or is an officer, director, trustee or partner, in each case in excess of $120,000, other than for (i) payment of salary or consulting
fees for services rendered, (ii) reimbursement of expenses incurred on behalf of the Company, (iii) housing allowances for employees on
expatriate assignments in the ordinary course of business and (iv) other employee benefits, including stock option agreements under any
stock option plan of the Company.



 


		(xx)	The Company has taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination,
poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate
of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors
as a result of the Investors and the Company fulfilling their obligations or exercising their rights under this Agreement, including without
limitation as a result of the Company’s issuance of the Offered Securities and the Investors’ ownership of such Offered Securities.



 


		(yy)	All consents, approvals, authorizations or licenses requisite under the legal requirements of Sweden for the due and proper establishment
and operation of the Company and its Subsidiaries have been duly obtained from the relevant Swedish individual, entity or body exercising,
or entitled to exercise, any executive, legislative, judicial, administrative, regulatory, police, military or taxing authority or power
of any nature having authority over the Company, its Subsidiaries or any of their products or other governmental body having authority
over the Company, its Subsidiaries or any of their products or property, and are in full force and effect except where the failure to
obtain any such consent, approval, authorization or license or maintain the same in full force and effect would not have, or be reasonably
likely to result in, a Material Adverse Effect.



 






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		(zz)	All filings and registrations in their jurisdiction of incorporation and/or operation of the Company and its Subsidiaries and their
capital structure and operations including, without limitation, any federal or local tax or customs authorities have been duly completed
in accordance with the relevant legal requirements. The Company and each of its Subsidiaries has taken all reasonable steps (to the extent
required of the Company and each such subsidiary under applicable legal requirements) to comply with, and to ensure compliance with any
persons known to the Company that are required to comply (in connection with their interests in the Company) with applicable legal requirements
of the relevant governmental body.



 


		(aaa)	The Company and its obligations under this Agreement are subject to suit, and none of the Company, any of its subsidiaries or any
of its or their properties or assets has any right of immunity, on any grounds, from any action, suit or proceeding, from the giving of
any relief in any action, suit or proceeding, from set-off or counter claim, from the jurisdiction of any U.S. federal or New York state
court, as the case may be from service of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment,
or from execution of a judgment, or from other legal process or proceeding for the giving of any relief or for the enforcement of a judgment,
in any such court, with respect to its obligations, liabilities or any other matter arising out of or relating to this Agreement.



 


		4.	Agreements of the Company. The Company covenants and agrees with the Placement Agent as follows:



 


		(a)	The Registration Statement has become effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under
Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used), subject to the prior approval of the
Placement Agent, pursuant to Rule 424(b) within the prescribed time period and will provide a copy of such filing to the Placement Agent
promptly following such filing.



 


		(b)	The Company will not, during such period as the Prospectus would be required by law to be delivered in connection with sales of the
Offered Securities by an underwriter or dealer in connection with the offering contemplated by this Agreement, file any amendment or supplement
to the Registration Statement or the Prospectus unless a copy thereof shall first have been submitted to the Placement Agent within a
reasonable period of time prior to the filing thereof and the Placement Agent shall not have reasonably objected thereto in good faith.



 


		(c)	The Company will notify the Placement Agent promptly, and will, if requested, confirm such notification in writing: (i) when any post-effective
amendment to the Registration Statement becomes effective, but only during the period mentioned in Section 4(b); (ii) of any request by
the Commission for any amendments to the Registration Statement or any amendment or supplements to the Prospectus or any Issuer Free Writing
Prospectus or for additional information related to the offering of the Offered Securities or for additional information related to the
Registration Statement, the Prospectus or any Issuer Free Writing Prospectus, but only during the period mentioned in Section 4(b); (iii)
of the issuance by the Commission of any stop order preventing or suspending the effectiveness of the Registration Statement, or the initiation
of any proceedings for that purpose or the threat thereof, but only during the period mentioned in Section 4(b); (iv) of becoming aware
of the occurrence of any event during the period mentioned in Section 4(b) that in the reasonable judgment of the Company makes any statement
made in the Registration Statement, the Pricing Disclosure Materials or the Prospectus untrue in any material respect or that requires
the making of any changes in the Registration Statement, the Pricing Disclosure Materials or the Prospectus in order to make the statements
therein, in light of the circumstances in which they are made, not misleading; and (v) of receipt by the Company during the period mentioned
in Section 4(b) of any notification with respect to any suspension of the qualification of the Offered Securities for offer and sale in
any jurisdiction. If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement in connection
with the offering contemplated hereby, the Company will use commercially reasonable efforts to obtain the withdrawal of any such order
at the earliest possible moment. If the Company has omitted any information from the Registration Statement, pursuant to Rule 430A, it
will use best efforts to comply with the provisions of and make all requisite filings with the Commission pursuant to said Rule 430A and
to notify the Placement Agent promptly of all such filings.



 






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		(d)	If, at any time when a Prospectus relating to the Offered Securities is required to be delivered under the Act, the Company becomes
aware of the occurrence of any event as a result of which the Prospectus, as then amended or supplemented, would, in the reasonable judgment
of counsel to the Company or counsel to the Placement Agent, include any untrue statement of a material fact or omit to state a material
fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading,
or the Pricing Disclosure Materials, as then amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel
to the Placement Agent, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were made, not misleading, or the Registration Statement, as then
amended or supplemented, would, in the reasonable judgment of counsel to the Company or counsel to the Placement Agent, include any untrue
statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, or if for any other
reason it is necessary, in the reasonable judgment of counsel to the Company or counsel to the Placement Agent, at any time to amend or
supplement the Prospectus, the Pricing Disclosure Materials or the Registration Statement to comply with the Act or the Rules and Regulations,
the Company will promptly notify the Placement Agent and, subject to Section 4(b) hereof, will promptly prepare and file with the Commission,
at the Company’s expense, an amendment to the Registration Statement, an amendment or supplement to the Pricing Disclosure Materials
or an amendment or supplement to the Prospectus that corrects such statement or omission or effects such compliance and will deliver to
the Placement Agent, without charge, such number of copies thereof as the Placement Agent may reasonably request. The Company consents
to the use of the Prospectus or any amendment or supplement thereto by the Placement Agent.



 


		(e)	The Company will furnish, upon request, to the Placement Agent and its counsel, without charge: (i) one conformed copy of the Registration
Statement as originally filed with the Commission and each amendment thereto, including financial statements and schedules, and all exhibits
thereto; and (ii) so long as a prospectus relating to the Offered Securities is required to be delivered under the Act, as many copies
of each Issuer Free Writing Prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement thereto as the Placement
Agent may reasonably request.



 






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		(f)	The Company will comply with all the undertakings contained in the Registration Statement.



 


		(g)	Prior to the sale of the Offered Securities to the Investors, the Company will cooperate with the Placement Agent and its counsel
in connection with the registration or qualification of the Offered Securities for offer and sale under the state securities or Blue Sky
laws of such jurisdictions as the Placement Agent may reasonably request; provided, that in no event shall the Company be obligated
to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general
service of process in any jurisdiction where it is not now so subject.



 


		(h)	The Company will not make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus without
consulting with the Placement Agent.



 


		(i)	The Company will retain in accordance with the Rules and Regulations all Issuer Free Writing Prospectuses not required to be filed
pursuant to the Rules and Regulations.



 


		(j)	The Company will apply the net proceeds from the offering and sale of the Offered Securities in the manner set forth in the Pricing
Disclosure Materials and the Prospectus under the caption “Use of Proceeds.”



 


		(k)	The Company will use its best efforts to ensure that the Offered Securities are listed or quoted on the Nasdaq Capital Market at the
time of the Closing.



 


		(l)	The Company will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause
or result in, or which will constitute, stabilization of the price of the Offered Securities to facilitate the sale or resale of any of
the Offered Shares.



 


		5.	Agreements of the Placement Agent. The Placement Agent agrees that it shall not include any “issuer information”
(as defined in Rule 433 under the Act) in any “free writing prospectus” (as defined in Rule 405) used or referred to by the
Placement Agent without the prior consent of the Company (any such issuer information with respect to whose use the Company has given
its consent, “Permitted Issuer Information”). The Placement Agent also agrees to provide to each Investor, prior to
the Closing, a copy of the Prospectus and any amendments or supplements thereto.



 


		6.	Expenses. Whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, the
Company will pay all of its costs and expenses incident to the performance of the obligations of the Company under this Agreement, including
but not limited to costs and expenses of or relating to: (i) the preparation, printing and filing of the Registration Statement (including
each pre- and post-effective amendment thereto) and exhibits thereto, any Issuer Free Writing Prospectus, each Preliminary Prospectus,
the Prospectus and any amendments or supplements thereto, including all fees, disbursements and other charges of counsel and accountants
to the Company; (ii) the preparation and delivery of certificates representing the Offered Securities; (iii) furnishing (including costs
of shipping and mailing) such copies of the Registration Statement (including all pre- and post- effective amendments thereto), the Prospectus
and any Preliminary Prospectus or Issuer Free Writing Prospectus, and all amendments and supplements thereto, as may be reasonably requested
for use in connection with the direct placement of the Offered Securities; (iv) the listing of the Common Stock on Nasdaq; (v) any filings
required to be made by the Placement Agent with FINRA, and the fees, disbursements and other charges of counsel for the Placement Agent
in connection therewith; (vi) the registration or qualification of the Offered Securities for offer and sale under the securities or Blue
Sky laws of such jurisdictions designated pursuant to Section 4(g), including the reasonable fees, disbursements and other charges of
counsel to the Placement Agent in connection therewith and the preparation and printing of preliminary, supplemental and final Blue Sky
memoranda; (vii) fees, disbursements and other charges of counsel to the Company; and (viii) fees and disbursements of the Accountants
incurred in delivering the letter(s) described in Section 7(g) of this Agreement. The Company shall reimburse the Placement Agent for
all reasonable out-of-pocket travel, legal and other out-of-pocket expenses in an aggregate amount not to exceed $105,000.



 






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		7.	Conditions of the Obligations of the Placement Agent. The obligations of the Placement Agent to place the Offered Securities
and consummate the transactions contemplated hereby on the Closing are subject to the following conditions:



 


		(a)	(i) No stop order suspending the effectiveness of the Registration Statement shall have been issued, and no proceedings for that purpose
shall be pending or threatened by any securities or other governmental authority (including, without limitation, the Commission); (ii)
no order suspending the effectiveness of the Registration Statement or the qualification or registration of the Offered Securities under
the securities or Blue Sky laws of any jurisdiction shall be in effect and no proceeding for such purpose shall be pending before, or
threatened, to the Company’s knowledge, in writing by, any securities or other governmental authority (including, without limitation,
the Commission); (iii) any request for additional information on the part of the staff of any securities or other governmental authority
(including, without limitation, the Commission) shall have been complied with to the satisfaction of the staff of the Commission or such
authorities; and (iv) after the date hereof and prior to the Closing no amendment or supplement to the Registration Statement, any Issuer
Free Writing Prospectus or the Prospectus shall have been filed unless a copy thereof was first submitted to the Placement Agent and the
Placement Agent did not object thereto in good faith.



 


		(b)	Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Materials and the
Prospectus, (i) there shall not have been a Material Adverse Change, whether or not arising from transactions in the ordinary course of
business, in each case other than as set forth in or contemplated by the Registration Statement, the Pricing Disclosure Materials and
the Prospectus and (ii) the Company shall not have sustained any material loss or material interference with its business or properties
from fire, explosion, flood or other casualty, whether or not covered by insurance, or from any labor dispute or any court or legislative
or other governmental action, order or decree, which is not set forth in the Registration Statement, the Pricing Disclosure Materials
and the Prospectus, if in the reasonable judgment of the Placement Agent any such development makes it impracticable or inadvisable to
consummate the sale and delivery of the Offered Securities to Investors as contemplated hereby.



 


		(c)	Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Materials and the
Prospectus, there shall have been no litigation or other proceeding instituted against the Company or any of its officers or directors
in their capacities as such, before or by any Federal, state or local court, commission, regulatory body, administrative agency or other
governmental body, domestic or foreign, which litigation or proceeding, in the reasonable judgment of the Placement Agent, would have
a Material Adverse Effect.



 






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		(d)	Each of the representations and warranties of the Company contained herein shall be true and correct in all material respects at the
Closing Date, as if made on such date, and all covenants and agreements herein contained to be performed on the part of the Company and
all conditions herein contained to be fulfilled or complied with by the Company at or prior to the Closing Date shall have been duly performed,
fulfilled or complied with in all material respects.



 


		(e)	The Placement Agent shall have received an opinion, dated the Closing Date of Reed Smith LLP, as counsel to the Company, in form and
substance reasonably satisfactory to the Placement Agent, with respect to the matters set forth in Exhibit C, respectively.



 


		(f)	On the date hereof, the Accountants shall have furnished to the Placement Agent a letter, dated the date of its delivery (the “Comfort
Letter”), addressed to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent and addressing
such matters as are customary for the type of transactions contemplated by this Agreement and the Prospectus: (i) confirming that they
are independent public accountants with respect to the Company within the meaning of the Act and the Rules and Regulations; and (ii) stating,
as of the date hereof (or, with respect to matters involving changes or developments since the respective dates as of which specified
financial information is given in the Pricing Disclosure Materials and the Prospectus, as of a date not more than five days prior to the
date hereof), the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered
by accountants’ “comfort letters” in connection with registered public offerings. At the Closing Date, the Accountants
shall have furnished to the Placement Agent a letter, dated the date of its delivery (the “Bring-Down Letter”), addressed
to the Placement Agent and in form and substance reasonably satisfactory to the Placement Agent: (i) confirming that they are independent
public accountants with respect to the Company within the meaning of the Act and the Rules and Regulations; (ii) stating, as of the date
of the Bring-Down Letter (or, with respect to matters involving changes or developments since the respective dates as of which specified
financial information is given in the Pricing Disclosure Materials and the Prospectus, as of a date not more than five days prior to the
date of the Bring-Down Letter), the conclusions and findings of such firm with respect to the financial information and other matters
covered by the Comfort Letter; and (iii) confirming in all material respects the conclusions and findings set forth in the Comfort Letter.



 


		(g)	At the Closing Date, there shall be furnished to the Placement Agent a certificate, dated the date of its delivery, signed by each
of the Chief Executive Officer and the Chief Financial Officer of the Company, in form and substance satisfactory to the Placement Agent
to the effect that each signer has carefully examined the Registration Statement, the Prospectus and the Pricing Disclosure Materials,
and that to each of such person’s knowledge:



 


		(i)	As of the date of such certificate, (x) the Registration Statement does not contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading and (y) neither
the Prospectus nor the Pricing Disclosure Materials contains any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were
made, not misleading and (B) no event has occurred as a result of which it is necessary to amend or supplement the Prospectus in order
to make the statements therein not untrue or misleading in any material respect.



 






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		(ii)	Each of the representations and warranties of the Company contained in this Agreement were, when originally made, and are, at the
time such certificate is delivered, true and correct in all material respects.



 


		(iii)	Each of the covenants required herein to be performed by the Company on or prior to the date of such certificate has been duly, timely
and fully performed and each condition herein required to be complied with by the Company on or prior to the delivery of such certificate
has been duly, timely and fully complied with.



 


		(iv)	Subsequent to the date of the most recent financial statements in the Prospectus, there has been no Material Adverse Change.



 


		(v)	No stop order suspending the effectiveness of the Registration Statement or of any part thereof has been issued, and no proceedings
for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened by any securities or other governmental
authority (including, without limitation, the Commission).



 


		(vi)	No order suspending the effectiveness of the Registration Statement or the qualification or registration of the Offered Securities
under the securities or Blue Sky laws of any jurisdiction are in effect and no proceeding for such purpose is pending before, or threatened,
to the Company’s knowledge, in writing by, any securities or other governmental authority (including, without limitation, the Commission).



 


		(vii)	The Company has complied with any request for additional information from the staff of any securities or other governmental authority
(including, without limitation, the Commission) to the satisfaction of the staff of the Commission or such authorities.



 


		(h)	At the Closing, there shall be furnished to the Placement Agent a certificate, dated the date of its delivery, signed by the Secretary
of the Company, in form and substance satisfactory to the Placement Agent as to matters customary to the closing of the transactions of
the type contemplated hereby.



 


		(i)	The Offered Securities shall be qualified for sale in such states as the Placement Agent may reasonably request, subject to the limitations
set forth in the proviso in Section 4(g).



 


		(j)	The Company shall have furnished or caused to be furnished to the Placement Agent such customary closing certificates, in addition
to those specifically mentioned herein, as the Placement Agent may have reasonably requested as to the accuracy and completeness at the
Closing Date of any statement in the Registration Statement, the Pricing Disclosure Materials or the Prospectus, as to the accuracy at
the Closing Date of the representations and warranties of the Company as to the performance by the Company of its obligations hereunder,
or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Placement Agent.



 


		(k)	The Placement Agent shall have received the letters referred to in Section 3 hereof substantially in the form of Exhibits A and B.



 






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		8.	Indemnification.



 


		(a)	The Company shall indemnify and hold harmless the Placement Agent, its affiliates, its and their respective directors, officers, employees
and agents and each person, if any, who controls the Placement Agent within the meaning of Section 15 of the Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, liabilities, expenses and damages, joint or several, (including any and all
investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit
or proceeding or any claim asserted), to which it, or any of them, may become subject under the Act or other Federal or state statutory
law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based
on (i) any untrue statement or alleged untrue statement made by the Company in Section 3 of this Agreement, (ii) any untrue statement
or alleged untrue statement of any material fact contained in (A) any Preliminary Prospectus, the Registration Statement or the Prospectus
or any amendment or supplement thereto, (B) any Issuer Free Writing Prospectus or any amendment or supplement thereto or (C) any Permitted
Issuer Information used or referred to in any “free writing prospectus” (as defined in Rule 405) used or referred to by the
Placement Agent and (D) any application or other document, or any amendment or supplement thereto, executed by the Company based upon
written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify the Offered Securities under
the securities or Blue Sky laws thereof or filed with the Commission or any securities association or securities exchange (each, an “Application”),
or (iii) the omission or alleged omission to state in any Preliminary Prospectus, the Registration Statement, the Prospectus or any Issuer
Free Writing Prospectus, or any amendment or supplement thereto, or in any Permitted Issuer Information or any Application a material
fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made,
not misleading; provided, however, that the Company will not be liable to the extent that such loss, claim, liability, expense
or damage arises from the sale of the Offered Securities in the public offering to any person and is based solely on an untrue statement
or omission or alleged untrue statement or omission made in reliance on and in conformity with information relating to the Placement Agent
furnished in writing to the Company by the Placement Agent expressly for inclusion in the Registration Statement, any Preliminary Prospectus,
the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto or in any Permitted Issuer Information or
any Application (as set forth in Section 8(b) below); and provided further, that such indemnity with respect to any Issuer Free
Writing Prospectus or any Permitted Issuer Information shall not inure to the benefit of the Placement Agent (or any person controlling
the Placement Agent) from whom the person asserting any such loss, claim, damage, liability or action purchased Offered Securities which
are the subject thereof to the extent that any such loss, claim, damage or liability: (i) results from the fact that the Placement Agent
failed to send or give a copy of the Prospectus (as amended or supplemented) to such person at or prior to the confirmation of the sale
of such Offered Securities to such person in any case where such delivery is required by the Act; (ii) arises out of or is based upon
an untrue statement or omission of a material fact contained in such Preliminary Prospectus, Issuer Free Writing Prospectus or any Permitted
Issuer Information that was corrected in the Prospectus (or any amendment or supplement thereto), unless such failure to deliver the Prospectus
(as amended or supplemented) was the result of noncompliance by the Company with Section 4(d); or (iii) arises from the gross negligence
or willful misconduct of any indemnified party. This indemnity agreement will be in addition to any liability which the Company may otherwise
have, including that arising from the engagement letter entered into in connection with the offering of the Offered Securities, which
shall survive the entry into this Agreement.



 






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		(b)	The Placement Agent will indemnify and hold harmless the Company, each person, if any, who controls the Company within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act, each director of the Company and each officer of the Company who signs the
Registration Statement to the same extent as the foregoing indemnity from the Company to the Placement Agent, but only insofar as losses,
claims, liabilities, expenses or damages arise out of or are based on any untrue statement or omission or alleged untrue statement or
omission made in reliance on and in conformity with information relating to the Placement Agent furnished in writing to the Company by
the Placement Agent expressly for use in the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing
Prospectus. This indemnity agreement will be in addition to any liability that the Placement Agent might otherwise have. The Company acknowledges
that, for all purposes under this Agreement, the name of the Placement Agent and the paragraph relating to placement agents’ fees
and reimbursement of expenses appearing under the caption “Plan of Distribution” in the Prospectus constitute the only information
relating to the Placement Agent furnished in writing to the Company by the Placement Agent expressly for inclusion in the Registration
Statement, any Preliminary Prospectus or the Prospectus.



 


		(c)	Any party that proposes to assert the right to be indemnified under this Section 8 will, promptly after receipt of notice of commencement
of any action against such party in respect of which a claim is to be made against an indemnifying party or parties under this Section
8, notify each such indemnifying party of the commencement of such action, enclosing a copy of all papers served, but the omission so
to notify such indemnifying party will not relieve it from any liability that it may have to any indemnified party under the foregoing
provisions of this Section 8 unless, and only to the extent that, such omission results in the forfeiture of substantive rights or defenses
by the indemnifying party. If any such action is brought against any indemnified party and it notifies the indemnifying party of its commencement,
the indemnifying party will be entitled to participate in and, to the extent that it elects by delivering written notice to the indemnified
party promptly after receiving notice of the commencement of the action from the indemnified party, jointly with any other indemnifying
party similarly notified, to assume the defense of the action, with counsel reasonably satisfactory to the indemnified party, and after
notice from the indemnifying party to the indemnified party of its election to assume the defense, the indemnifying party will not be
liable to the indemnified party for any legal or other expenses except as provided below and except for the reasonable costs of investigation
subsequently incurred by the indemnified party in connection with the defense. The indemnified party will have the right to employ its
own counsel in any such action, but the fees, expenses and other charges of such counsel will be at the expense of such indemnified party
unless: (1) the employment of counsel by the indemnified party has been authorized in writing by the indemnifying party; (2) the indemnified
party has reasonably concluded (based on advice of counsel) that a conflict exists (based on advice of counsel to the indemnified party)
between the indemnified party and the indemnifying party that would prevent the counsel selected by the indemnifying party from representing
the indemnified party (in which case the indemnifying party will not have the right to direct the defense of such action on behalf of
the indemnified party); or (3) the indemnifying party has not in fact employed counsel to assume the defense of such action within a reasonable
time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges
of counsel will be at the expense of the indemnifying party or parties. It is understood that the indemnifying party or parties shall
not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements
and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time for all such indemnified party
or parties. All such fees, disbursements and other charges will be reimbursed by the indemnifying party promptly as they are incurred
following submission of invoices (including time and expense descriptions) to the indemnifying party. The indemnifying party will not,
without the prior written consent of the indemnified party (which consent will not be unreasonably withheld or delayed), settle or compromise
or consent to the entry of any judgment in any pending or threatened claim, action, suit or proceeding in respect of which indemnification
has been sought hereunder, unless such settlement, compromise or consent includes an unconditional release of the indemnified party from
all liability arising out of such claim, action, suit or proceeding. An indemnifying party will not be liable for any settlement of any
action or claim effected without its written consent (which consent will not be unreasonably withheld).



 






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		(d)	In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in the foregoing
paragraphs of this Section 8 is applicable in accordance with its terms but for any reason is held to be unavailable from the Company
or the Placement Agent, the Company and the Placement Agent will contribute to the total losses, claims, liabilities, expenses and damages
(including any investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any
action, suit or proceeding or any claim asserted, but after deducting any contribution received by the Company from persons other than
the Placement Agent such as persons who control the Company within the meaning of the Act or the Exchange Act, officers of the Company
who signed the Registration Statement and directors of the Company, who also may be liable for contribution) to which the Company and
the Placement Agent may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company
on the one hand and the Placement Agent on the other. The relative benefits received by the Company on the one hand and the Placement
Agent on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting Company
expenses) received by the Company as set forth in the table on the cover page of the Prospectus bear to the fee received by the Placement
Agent hereunder. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation
of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing
sentence but also the relative fault of the Company, on the one hand, and the Placement Agent on the other, with respect to the statements
or omissions which resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant
equitable considerations with respect to such offering. Such relative fault shall be determined by reference to whether the untrue or
alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by
the Company or the Placement Agent, the intent of the parties and their relative knowledge, access to information and opportunity to correct
or prevent such statement or omission. The Company and the Placement Agent agree that it would not be just and equitable if contributions
pursuant to this Section 8(d) were to be determined by pro rata allocation or by any other method of allocation which does not take into
account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim,
liability, expense or damage, or action in respect thereof, referred to above in this Section 8(d) shall be deemed to include, for purpose
of this Section 8(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending
any such action or claim. Notwithstanding the provisions of this Section 8(d), the Placement Agent shall not be required to contribute
any amount in excess of the fee received by it, except to the extent that it is finally judicially determined that the relevant liability
resulted from the gross negligence or wilful misconduct of any indemnified party, and no person found guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) will be entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation. For purposes of this Section 8(d), any person who controls a party to this Agreement within the meaning of the Act
or the Exchange Act will have the same rights to contribution as that party, and each officer of the Company who signed the Registration
Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled
to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution
may be made under this Section 8(d), will notify any such party or parties from whom contribution may be sought, but the omission so to
notify will not relieve the party or parties from whom contribution may be sought from any other obligation it or they may have under
this Section 8(d). No party will be liable for contribution with respect to any action or claim settled without its written consent (which
consent will not be unreasonably withheld).



 






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		9.	Termination.



 


		(a)	The obligations of the Placement Agent under this Agreement may be terminated at any time prior to the Closing Date, by notice to
the Company from the Placement Agent, without liability on the part of the Placement Agent to the Company if, prior to delivery and payment
for the Offered Securities, in the sole judgment of the Placement Agent: (i) trading in the Common Stock shall have been suspended by
the Commission or by Nasdaq; (ii) trading in securities generally on Nasdaq shall have been suspended or limited or minimum or maximum
prices shall have been generally established on any of such exchange or additional material governmental restrictions, not in force on
the date of this Agreement, shall have been imposed upon trading in securities generally by any of such exchange or by order of the Commission
or any court or other governmental authority; (iii) a general banking moratorium shall have been declared by Federal or New York State
or Swedish authorities; or (iv) any material adverse change in the financial or securities markets in the United States or any outbreak
or material escalation of hostilities or declaration by the United States of a national emergency or war or other calamity or crisis shall
have occurred, the effect of any of which is such as to make it, in the sole judgment of the Placement Agent, impracticable or inadvisable
to market the Offered Securities on the terms and in the manner contemplated by the Prospectus.



 


		(b)	If this Agreement shall expire or be terminated pursuant to any of the provisions hereof, or if the sale of the Offered Securities
provided for herein is not consummated because any condition to the obligations of the Placement Agent set forth herein is not satisfied
or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision
hereof, the Company will, subject to demand by the Placement Agent, reimburse the Placement Agent for all out-of-pocket expenses incurred
in connection herewith in an aggregate not to exceed $105,000.



 






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		10.	No Fiduciary Duty. The Company acknowledges and agrees that in connection with this offering, sale of the Offered Securities
or any other services the Placement Agent may be deemed to be providing hereunder, notwithstanding any preexisting relationship, advisory
or otherwise, between the parties or any oral representations or assurances previously or subsequently made by the Placement Agent: (i)
no fiduciary or agency relationship between the Company and any other person, on the one hand, and the Placement Agent, on the other,
exists; (ii) the Placement Agent is not acting as an advisor, expert or otherwise, to the Company, including, without limitation, with
respect to the determination of the offering price of the Offered Securities, and such relationship between the Company, on the one hand,
and the Placement Agent, on the other, is entirely and solely commercial, based on arms-length negotiations; (iii) any duties and obligations
that the Placement Agent may have to the Company shall be limited to those duties and obligations specifically stated herein; and (iv)
the Placement Agent and its respective affiliates may have interests that differ from those of the Company. The Company hereby waives
any claims that the Company may have against the Placement Agent with respect to any breach of fiduciary duty in connection with this
offering.



 


		11.	Notices. Notice given pursuant to any of the provisions of this Agreement shall be in writing and, unless otherwise specified,
shall be mailed or delivered (a) if to the Company, at the office of the Company, Karlavägen 100, 115 26, Stockholm, Sweden, Attention:
Chief Executive Officer, with copies to Reed Smith LLP, 1841 Page Mill Road, Suite 110, Palo Alto, CA 94304, Attention: Don Reinke, dreinke@ReedSmith.com,
or (b) if to the Placement Agent, 150 E 52nd Street, 29th Floor New York, NY 10022, facsimile: +1 212 829 4201, Attention: Antonella Spaventa, Compliance Department, pscompliancenewyork@paretosec.com, with copies to Baker & McKenzie LLP, 100 New Bridge St., London EC4V 6JA, Attention: Adam Farlow, adam.farlow@bakermckenzie.com.
Any such notice shall be effective only upon receipt. Any notice under Section 8 may be made by facsimile or telephone, but if so made
shall be subsequently confirmed in writing.



 


		12.	Survival. The respective representations, warranties, agreements, covenants, indemnities and other statements of the Company
and the Placement Agent set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement shall remain
in full force and effect, regardless of: (i) any investigation made by or on behalf of the Company, any of its officers or directors,
the Placement Agent or any controlling person referred to in Section 8 hereof and (ii) delivery of and payment for the Offered Securities.
The respective agreements, covenants, indemnities and other statements set forth in Sections 6 and 8 hereof shall remain in full force
and effect, regardless of any termination or cancellation of this Agreement.



 


		13.	Successors. This Agreement shall inure to the benefit of and shall be binding upon the Placement Agent, the Company and their
respective successors and legal representatives, and nothing expressed or mentioned in this Agreement is intended or shall be construed
to give any other person any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein
contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of
such persons and for the benefit of no other person except that (i) the indemnification and contribution contained in Sections 8(a) and
(d) of this Agreement shall also be for the benefit of the directors, officers, employees and agents of the Placement Agent and any person
or persons who control the Placement Agent within the meaning of Section 15 of the Act or Section 20 of the Exchange Act and (ii) the
indemnification and contribution contained in Sections 8(b) and (d) of this Agreement shall also be for the benefit of the directors of
the Company, the officers of the Company who have signed the Registration Statement and any person or persons who control the Company
within the meaning of Section 15 of the Act or Section 20 of the Exchange Act. No Investor shall be deemed a successor because of such
purchase.



 






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		14.	Applicable Law. The validity and interpretations of this Agreement, and the terms and conditions set forth herein, shall be
governed by and construed in accordance with the laws of the State of New York, without giving effect to any provisions relating to conflicts
of laws. Each party irrevocably agrees to waive trial by jury in any action, proceeding, claim or counterclaim brought by or on behalf
of either party related to or arising out of this Agreement or the performance of services hereunder.



 


Each party to this Agreement irrevocably
and unconditionally submits to the exclusive jurisdiction of any state or federal court sitting in the County and City of New York over
any suit, action or proceeding arising out of or relating to this Agreement. Service of any process, summons, notice or document by registered
mail addressed to a party at its address above shall be effective service of process against it for any suit, action or proceeding brought
in any such court. Each party to this Agreement irrevocably and unconditionally waives any objection to the laying of venue of any such
suit, action or proceeding brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient
forum. A final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon the relevant
party and may be enforced in any other courts to whose jurisdiction such party is or may be subject, by suit upon judgment.


 


		15.	Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all
of which together shall constitute one and the same instrument.



 


		16.	Entire Agreement. This Agreement and the related engagement letter constitutes the entire understanding between the parties
hereto as to the matters covered hereby and supersedes all prior understandings, written or oral, relating to such subject matter.



 




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Please confirm that the foregoing correctly sets forth the agreement
between the Company and the Placement Agent


 


Very truly yours,


 


NEONODE INC.


 


	By:	/s/ Urban Forssell	 
	Name:	 Urban Forssell	 
	Title:	 Chief Executive Officer	 
	 	 
	Confirmed as of the date first above mentioned 	 
	 	 
	PARETO SECURITIES INC.	 
	 	 
	By:	/s/ Antonella Spaventa	 
	Name: 	Antonella Spaventa	 
	Title:	 Chief Executive Officer & Chief Compliance Officer	 
	 	 
	Confirmed as of the date first above mentioned 	 
	 	 
	PARETO SECURITIES AB	 
	 	 
	By:	/s/ Douglas Holmstrand	 
	Name:	Douglas Holmstrand	 
	Title:	Partner, Head of Equity Sales	 



 




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SCHEDULE 1


 


SUBSIDIARIES


 


	Name	 	Jurisdiction of Incorporation
	Neonode Technologies AB	 	Sweden
	Neonode Japan Inc.	 	Japan 



 






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SCHEDULE 2


 


LOCK UP PARTIES


 


Urban Forssell


 


Fredrik Nihlén


 


Ulf Rosberg,


 


Peter Lindell,


 


Mattias Bergman


 


Per Löfgren


 




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SCHEDULE 3


 


ISSUER FREE WRITING PROSPECTUSES


 


Issuer Free Writing Prospectus dated 21 October 2021


 




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SCHEDULE 4


 


TERM SHEET INFORMATION


 


	Issuer:	 	Neonode Inc.
	 	 	 
	Security:	 	1,808,00 shares of common stock, par value $0.001 per share (“Common Stock”)
	 	 	 
	Public Offering Price:	 	$7.75 per share
	 	 	 
	Estimated Net Proceeds to the Issuer:	 	Approximately $13,311,400, after deducting placement agent fees and commissions but before deducting estimated offering expenses payable by us


 




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EXHIBIT A


 


FORM OF LOCK-UP AGREEMENT (OFFICERS AND DIRECTORS)


 




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EXHIBIT B


 


FORM OF COMPANY LOCK-UP AGREEMENT


 




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EXHIBIT C


 


MATTERS TO BE COVERED IN THE COMPANY COUNSEL
LEGAL OPINION FROM REED SMITH LLP 


 


 


 


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