NEONODE
INC.

    


    CERTIFICATE
OF DESIGNATIONS, PREFERENCES, AND RIGHTS

    OF
SERIES A AND SERIES B PREFERRED STOCK

    


    Pursuant
to Section 151 of the Delaware General Corporation Law, Neonode Inc., a Delaware
corporation (the "Corporation"), does hereby certify:

    


    WHEREAS, the Corporation does
here certify that no shares of the Preferred Stock of the Corporation have, as
of the date of this Certificate, been issued.

    


    WHEREAS, the Corporation does
here certify that pursuant to the authority conferred upon the Board of
Directors of the Corporation by the Certificate of Incorporation of the
Corporation (the "Charter"), the Board of Directors of the Corporation on
December 26, 2008 duly adopted the following resolutions establishing a series
of Preferred Stock designated as Series A Preferred Stock and a series of
Preferred Stock designated as Series B Preferred Stock, and that such
resolutions have not been modified and are in full force and effect on the date
hereof:

    


    RESOLVED, to establish a
series of the authorized preferred stock of the Corporation, par value $0.001
each share, which series will be designated as “Series A Preferred Stock,” and
which will consist of 899,081 shares, with the following rights preferences,
privileges, and restrictions:

    


    A.           Dividends and
Distributions. The holders of shares of Series A Preferred Stock
will be entitled to participate with the holders of the Common Stock of the
Corporation with respect to any dividends declared on the Common Stock in
proportion to the number of shares of Common Stock issuable upon conversion of
the shares of Series A Preferred Stock held by them.

    


    B.           Liquidation
Preference.  In the event of any liquidation, dissolution, or
winding up of the Corporation, either voluntary or involuntary, subject to the
rights of any other series of Preferred Stock to be established by the Board of
Directors of the Corporation (the “Senior Preferred Stock”), the holders of
Series A Preferred Stock shall be entitled to receive, after any distribution
with respect to the Senior Preferred Stock and prior to and in preference to any
distribution of any of the assets of the Corporation to the holders of Common
Stock by reason of the ownership thereof, $0.001 for each share of Series A
Preferred Stock then outstanding.

    


    C.           Voting.  The
holders of shares of Series A Preferred Stock shall have one vote for each share
of Series A Preferred Stock held by them.

    


    D.           Conversion.

    


    (i)           Subject
to the availability of a sufficient number of authorized but unissued shares of
Common Stock to effect the conversion of shares of Series A Preferred Stock,
each share of Series A Preferred Stock shall be convertible into the number of
shares of Common Stock that results from multiplying such share by the
conversion rate for the Series A Preferred Stock that is in effect at the time
of conversion (the “Conversion Rate”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (ii)           The
Conversion Rate for the Series A Preferred Stock initially shall be one
(1).

    


    (iii)           In
the event the stockholders of the Corporation (a) approve an increase in the
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient to modify the Conversion Rate, and (b) approve a Conversion Rate
of 480.63 shares of Common Stock for each share of Series A Preferred Stock,
then the Conversion Rate shall be 480.63.

    


    (iv)           Subject
to the availability of a sufficient number of authorized but unissued shares of
Common Stock to effect the conversion of shares of Series A Preferred Stock,
each share of Series A Preferred Stock may be converted into share(s) of Common
Stock at the option of the holder thereof.

    


    FURTHER RESOLVED, to establish
a series of the authorized preferred stock of the Corporation, par value $0.001
each share, which series will be designated as “Series B Preferred Stock,” and
which will consist of 100,934 shares, with the following rights preferences,
privileges, and restrictions:

    


    A.           Dividends and
Distributions. The holders of shares of Series B Preferred Stock
will be entitled to participate with the holders of the Common Stock of the
Corporation with respect to any dividends declared on the Common Stock in
proportion to the number of shares of Common Stock issuable upon conversion of
the shares of Series B Preferred Stock held by them.

    


    B.           Liquidation
Preference.  In the event of any liquidation, dissolution, or
winding up of the Corporation, either voluntary or involuntary, subject to the
rights of the Series A Preferred Stock and any other series of Preferred Stock
to be established by the Board of Directors of the Corporation (collectively,
the “Senior Preferred Stock”), the holders of Series B Preferred Stock shall be
entitled to receive, after any distribution with respect to the Senior Preferred
Stock and prior to and in preference to any distribution of any of the assets of
the Corporation to the holders of Common Stock by reason of the ownership
thereof, $0.001 for each share of Series B Preferred Stock then
outstanding.

    


    C.           Voting.  The
holders of shares of Series B Preferred Stock shall have one vote for each share
of Series B Preferred Stock held by them.

    


    D.           Conversion.

    


    (i)           Subject
to the availability of a sufficient number of authorized but unissued shares of
Common Stock to effect the conversion of shares of Series B Preferred Stock,
each share of Series B Preferred Stock shall be convertible into the number of
shares of Common Stock that results from multiplying such share by the
conversion rate for the Series B Preferred Stock that is in effect at the time
of conversion (the “Conversion Rate”).

    


    (ii)          The
Conversion Rate for the Series B Preferred Stock initially shall be one
(1).

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

       

    

    (iii)         In
the event the stockholders of the Corporation (a) approve an increase in the
authorized but unissued shares of Common Stock to such number of shares as shall
be sufficient to modify the Conversion Rate, and (b) approve a Conversion Rate
of 132.07 shares of Common Stock for each share of Series B Preferred Stock,
then the Conversion Rate shall be 132.07.

    


    (iv)         Subject
to the availability of a sufficient number of authorized but unissued shares of
Common Stock to effect the conversion of shares of Series B Preferred Stock,
each share of Series B Preferred Stock may be converted into share(s) of Common
Stock at the option of the holder thereof.

    


    FURTHER RESOLVED, that the
directors and officers of the Corporation be, and each of them hereby is,
authorized and empowered on behalf of the Corporation to execute, verify, and
file a certificate of designations of preferences in accordance with Delaware
law.

    


    IN
WITNESS WHEREOF, the Corporation has caused this Certificate of Designations to
be executed by its duly authorized officer this 29th day of December,
2008.

    


    
      
        
          
            
              
                	
                        NEONODE INC.

                      
	 
      
	
                        By:   /s/    David
      Brunton                          
      

                      
	
                        Name: David Brunton

                      
	
                        Title:
      CFO

                      


              

            

          

        

      

    

    


    
      
         

      

      
        3