EXHIBIT
        10.22(c)

    

     

    NEITHER
      THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR
      THE
      SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
      LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED
      (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL
      (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE
      FORM,
      THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT
      TO
      RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE
      SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR
      OTHER
      LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

    


    
      	 	
              Right
                to Purchase ____________ shares of Common Stock of 

              Neonode
                Inc. (subject to adjustment as provided
                herein)

            


    

    


    COMMON
      STOCK PURCHASE WARRANT

     

    
      No.
        2007-B-001                                       Issue
        Date: September ___, 2007

       

    

    NEONODE
      INC., a corporation organized under the laws of the State of Delaware (the
      “Company”), hereby certifies that, for value received, ________________________,
      _______________________________________________, or its assigns (the “Holder”),
      is entitled, subject to the terms set forth below, to purchase from the Company
      at any time commencing six months after the Issue Date until 5:00 p.m., E.S.T
      on
      the third anniversary of the Issue Date (the “Expiration Date”), up to
      ____________ fully paid and nonassessable shares of Common Stock at a per share
      purchase price of $______. The aforedescribed purchase price per share, as
      adjusted from time to time as herein provided, is referred to herein as the
      "Purchase Price." The number and character of such shares of Common Stock and
      the Purchase Price are subject to adjustment as provided herein. The Company
      may
      reduce the Purchase Price for some or all of the Warrants, temporarily or
      permanently. Capitalized terms used and not otherwise defined herein shall
      have
      the meanings set forth in that certain Amendment to Senior Secured Notes (the
      “Amendment to Senior Secured Notes”), dated as of September ___, 2007, entered
      into by the Company and the Holder.

    


    As
      used
      herein the following terms, unless the context otherwise requires, have the
      following respective meanings: 

     

    (a) The
      term
“Company” shall include Neonode Inc. and any corporation which shall succeed or
      assume the obligations of Neonode Inc. hereunder. 

     

    (b) The
      term
“Common Stock” includes (i) the Company's Common Stock, $0.001 par value
      per share, as authorized on the date of the Amendment to Senior Secured Notes,
      and (ii) any other securities into which or for which any of the securities
      described in (i) may be converted or exchanged pursuant to a plan of
      recapitalization, reorganization, merger, sale of assets or
      otherwise.

     

    (c) The
      term
“Other Securities” refers to any stock (other than Common Stock) and other
      securities of the Company or any other person (corporate or otherwise) which
      the
      holder of the Warrant at any time shall be entitled to receive, or shall have
      received, on the exercise of the Warrant, in lieu of or in addition to Common
      Stock, or which at any time shall be issuable or shall have been issued in
      exchange for or in replacement of Common Stock or Other Securities pursuant
      to
      Section 4 or otherwise. 

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    (d) The
      term
“Warrant Shares” shall mean the Common Stock issuable upon exercise of this
      Warrant.

     

    1. Exercise
      of Warrant.

     

    1.1. Number
      of Shares Issuable upon Exercise.
      From
      and after the Issue Date through and including the Expiration Date, the Holder
      hereof shall be entitled to receive, upon exercise of this Warrant in whole
      in
      accordance with the terms of subsection 1.2 or upon exercise of this
      Warrant in part in accordance with subsection 1.3, shares of Common Stock
      of the Company, subject to adjustment pursuant to Sections 3 and 4.

     

    1.2. Full
      Exercise.
      This
      Warrant may be exercised in full by the Holder hereof by delivery of an original
      or facsimile copy of the form of subscription attached as Exhibit A hereto
      (the “Subscription Form”) duly executed by such Holder and delivery within two
      days thereafter of payment, in cash, wire transfer or by certified or official
      bank check payable to the order of the Company, in the amount obtained by
      multiplying the number of shares of Common Stock for which this Warrant is
      then
      exercisable by the Purchase Price then in effect. The original Warrant is not
      required to be surrendered to the Company until it has been fully exercised.
      

     

    1.3. Partial
      Exercise.
      This
      Warrant may be exercised in part (but not for a fractional share) by delivery
      of
      a Subscription Form in the manner and at the place provided in
      subsection 1.2 except that the amount payable by the Holder on such partial
      exercise shall be the amount obtained by multiplying (a) the number of
      whole shares of Common Stock designated by the Holder in the Subscription Form
      by (b) the Purchase Price then in effect. On any such partial exercise
      provided the Holder has surrendered the original Warrant, the Company, at its
      expense, will forthwith issue and deliver to or upon the order of the Holder
      hereof a new Warrant of like tenor, in the name of the Holder hereof or as
      such
      Holder (upon payment by such Holder of any applicable transfer taxes) may
      request, the whole number of shares of Common Stock for which such Warrant
      may
      still be exercised for the balance of.

     

    1.4. Fair
      Market Value.
      Fair
      Market Value of a share of Common Stock as of a particular date (the
      "Determination Date") shall mean: 

     

    (a) If
      the
      Company's Common Stock is traded on an exchange or is quoted on the NASDAQ
      Global Market, Nasdaq Global Select Market, the NASDAQ Capital Market, the
      New
      York Stock Exchange or the American Stock Exchange, LLC, then the average of
      the
      closing or last sale prices, respectively, reported for the ten trading days
      immediately preceding the Determination Date;

     

    (b) If
      the
      Company's Common Stock is not traded on an exchange or on the NASDAQ Global
      Market, Nasdaq Global Select Market, the NASDAQ Capital Market, the New York
      Stock Exchange or the American Stock Exchange, LLC, but is traded in the
      over-the-counter market, then the average of the closing bid and ask prices
      reported for the ten trading days immediately preceding the Determination
      Date;

     

    (c) Except
      as
      provided in clause (d) below and Section 3.1, if the Company's Common Stock
      is not publicly traded, then as the Holder and the Company agree, or in the
      absence of such an agreement, by arbitration in accordance with the rules then
      standing of the American Arbitration Association, before a single arbitrator
      to
      be chosen from a panel of persons qualified by education and training to pass
      on
      the matter to be decided; or

     

    (d) If
      the
      Determination Date is the date of a liquidation, dissolution or winding up,
      or
      any event deemed to be a liquidation, dissolution or winding up pursuant to
      the
      Company's charter, then all amounts to be payable per share to holders of the
      Common Stock pursuant to the charter in the event of such liquidation,
      dissolution or winding up, plus all other amounts to be payable per share in
      respect of the Common Stock in liquidation under the charter, assuming for
      the
      purposes of this clause (d) that all of the shares of Common Stock then
      issuable upon exercise of all of the Warrants are outstanding at the
      Determination Date.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    1.5. Company
      Acknowledgment.
      The
      Company will, at the time of the exercise of the Warrant, upon the request
      of
      the Holder hereof acknowledge in writing its continuing obligation to afford
      to
      such Holder any rights to which such Holder shall continue to be entitled after
      such exercise in accordance with the provisions of this Warrant. If the Holder
      shall fail to make any such request, such failure shall not affect the
      continuing obligation of the Company to afford to such Holder any such
      rights.

     

    1.6. Trustee
      for Warrant Holders.
      In the
      event that a bank or trust company shall have been appointed as trustee for
      the
      Holder of the Warrants pursuant to Subsection 3.2, such bank or trust
      company shall have all the powers and duties of a warrant agent (as hereinafter
      described) and shall accept, in its own name for the account of the Company
      or
      such successor person as may be entitled thereto, all amounts otherwise payable
      to the Company or such successor, as the case may be, on exercise of this
      Warrant pursuant to this Section 1. 

     

               1.7 Delivery
      of Stock Certificates, etc. on Exercise.
      The
      Company agrees that the shares of Common Stock purchased upon exercise of this
      Warrant shall be deemed to be issued to the Holder hereof as the record owner
      of
      such shares as of the close of business on the date on which delivery of a
      Subscription Form shall have occurred and payment made for such shares as
      aforesaid. As soon as practicable after the exercise of this Warrant in full
      or
      in part, and in any event within three (3) business
      days
      thereafter (“Warrant Share Delivery Date”), the Company at its expense
      (including the payment by it of any applicable issue taxes) will cause to be
      issued in the name of and delivered to the Holder hereof, or as such Holder
      (upon payment by such Holder of any applicable transfer taxes) may direct in
      compliance with applicable securities laws, a certificate or certificates for
      the number of duly and validly issued, fully paid and non-assessable shares
      of
      Common Stock (or Other Securities) to which such Holder shall be entitled on
      such exercise, plus, in lieu of any fractional share to which such Holder would
      otherwise be entitled, cash equal to such fraction multiplied by the then Fair
      Market Value of one full share of Common Stock, together with any other stock
      or
      other securities and property (including cash, where applicable) to which such
      Holder is entitled upon such exercise pursuant to Section 1 or otherwise.
      The Company understands that a delay in the delivery of the Warrant Shares
      after
      the Warrant Share Delivery Date could result in economic loss to the Holder.
      As
      compensation to the Holder for such loss, the Company agrees to pay (as
      liquidated damages and not as a penalty) to the Holder for late issuance of
      Warrant Shares upon exercise of this Warrant the proportionate amount of $100
      per business day after the Warrant Share Delivery Date for each $10,000 of
      Purchase Price of Warrant Shares for which this Warrant is exercised which
      are
      not timely delivered. The Company shall pay any payments incurred under this
      Section in immediately available funds upon demand. Furthermore, in addition
      to
      any other remedies which may be available to the Holder, in the event that
      the
      Company fails for any reason to effect delivery of the Warrant Shares by the
      Warrant Share Delivery Date, the Holder may revoke all or part of the relevant
      Warrant exercise by delivery of a notice to such effect to the Company,
      whereupon the Company and the Holder shall each be restored to their respective
      positions immediately prior to the exercise of the relevant portion of this
      Warrant, except that the liquidated damages described above shall be payable
      through the date notice of revocation or rescission is given to the Company.
      

     

    1.8 Buy-In.
      In
      addition to any other rights available to the Holder, if the Company fails
      to
      deliver to a Holder the Warrant Shares as required pursuant to this Warrant,
      within seven (7) business days after the Warrant Share Delivery Date and the
      Holder or a broker on the Holder’s behalf, purchases (in an open market
      transaction or otherwise) shares of common stock to deliver in satisfaction
      of a
      sale by such Holder of the Warrant Shares which the Holder was entitled to
      receive from the Company (a "Buy-In"),
      then
      the Company shall pay in cash to the Holder (in addition to any remedies
      available to or elected by the Holder) the amount by which (A) the Holder's
      total purchase price (including brokerage commissions, if any) for the shares
      of
      common stock so purchased exceeds (B) the aggregate Purchase Price of the
      Warrant Shares
      required
      to have been delivered together
      with interest thereon at a rate of 15% per annum, accruing until such amount
      and
      any accrued interest thereon is paid in full (which amount shall be paid as
      liquidated damages and not as a penalty). For
      example, if a Holder purchases shares of Common Stock having a total purchase
      price of $11,000 to cover a Buy-In with respect to $10,000 of Purchase Price
      of
      Warrant Shares to have been received upon exercise of this Warrant, the Company
      shall be required to pay the Holder $1,000,
      plus interest. The
      Holder shall provide the Company written notice indicating the amounts payable
      to the Holder in respect of the Buy-In.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    2. Cashless
      Exercise.

     

    (a) If
      a
      registration statement covering all the Warrant Shares (“Registration
      Statement”) is effective and the Holder may sell its Warrant Shares pursuant to
      the Registration Statement, this Warrant may be exercisable in whole or in
      part
      for cash only as set forth in Section 1 above. If such Registration Statement
      is
      not available, then commencing one year after the Issue Date, payment upon
      exercise may be made at the option of the Holder either in (i) cash, wire
      transfer or by certified or official bank check payable to the order of the
      Company equal to the applicable aggregate Purchase Price, (ii) by delivery
      of
      Common Stock issuable upon exercise of the Warrants in accordance with
      Section (b) below or (iii) by a combination of any of the
      foregoing methods, for the number of Common Stock specified in such form (as
      such exercise number shall be adjusted to reflect any adjustment in the total
      number of shares of Common Stock issuable to the holder per the terms of this
      Warrant) and the holder shall thereupon be entitled to receive the number of
      duly authorized, validly issued, fully-paid and non-assessable shares of Common
      Stock (or Other Securities) determined as provided herein.

     

    (b) Subject
      to the provisions herein to the contrary, if the Fair Market Value of one share
      of Common Stock is greater than the Purchase Price (at the date of calculation
      as set forth below), in lieu of exercising this Warrant for cash, the holder
      may
      elect to receive shares equal to the value (as determined below) of this Warrant
      (or the portion thereof being cancelled) by surrender of this Warrant at the
      principal office of the Company together with the properly endorsed Subscription
      Form in which event the Company shall issue to the holder a number of shares
      of
      Common Stock computed using the following formula:

     

    X=Y
      (A-B)

             
      A

    


      Where X=         
      the
      number of shares of Common Stock to be issued to the holder

    


    
      	 	
              Y=

            	
              the
                number of shares of Common Stock purchasable under the Warrant or,
                if only
                a portion of the Warrant is being exercised, the portion of the Warrant
                being exercised (at the date of such
                calculation)

            


    

     

    
      	 	
              A=

            	
              the
                average of the closing sale prices of the Common Stock for the five
                (5)
                Trading Days immediately prior to (but not including) the Exercise
                Date,
                or Fair Market Value, whichever is
                less

            


    

     

    
      	 	
              B=

            	
              Purchase
                Price (as adjusted to the date of such
                calculation)

            


    

     

    For
      purposes of Rule 144 promulgated under the Securities Act of 1933, as amended
      (the “1933 Act”), it is intended, understood and acknowledged that the Warrant
      Shares issued in a cashless exercise transaction shall be deemed to have been
      acquired by the Holder, and the holding period for the Warrant Shares shall
      be
      deemed to have commenced, on the date this Warrant was originally issued
      pursuant to the Amendment to Senior Secured Notes.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    3. Adjustment
      for Reorganization, Consolidation, Merger, etc.

     

    3.1. Fundamental Transaction. 
      If, at any time while this Warrant is outstanding, (A) the Company 
effects any merger or  consolidation  of the Company with or into
      another entity, (B) the Company effects any sale of all or
      substantially all of its assets in one or
      a series of related transactions,  (C)
      any tender offer or exchange offer (whether by the
      Company or another entity) is completed pursuant to which holders of Common
      Stock are permitted to tender or exchange their
      shares for other securities, cash or property, (D) the
      Company consummates a stock purchase agreement or other business combination
      (including, without limitation, a reorganization, recapitalization, spin-off
      or
      scheme of arrangement) with one or more persons or entities whereby such other
      persons or entities acquire more than the 50% of the outstanding shares of
      Common Stock (not including any shares of Common Stock held by such other
      persons or entities making or party to, or associated or affiliated with the
      other persons or entities making or party to, such stock purchase agreement
      or
      other business combination), (E) any "person" or "group" (as these terms are
      used for purposes of Sections 13(d) and 14(d) of the 1934 Act) is or shall
      become the "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act),
      directly or indirectly, of 50% of the aggregate Common Stock of the
      Company, or (F) the Company effects any reclassification of
      the Common Stock or any compulsory share exchange
      pursuant to
      which the Common Stock is effectively converted into
      or exchanged for other securities, cash or property (in any such
      case, a "Fundamental  Transaction"), then, upon
      any subsequent exercise of this Warrant, the Holder shall have the
      right to receive, for each Warrant Share that would have been issuable upon
      such
      exercise immediately prior to the occurrence of such
      Fundamental Transaction, at the option of the Holder, (a) upon
      exercise of this Warrant, the number of shares of Common Stock of
      the successor or acquiring corporation or of the
      Company, if it is the surviving corporation, and any additional
      consideration (the "Alternate Consideration") receivable upon or as
      a result of such reorganization,
      reclassification, merger, consolidation or disposition of assets
      by a Holder of the number of shares of Common Stock for
      which this Warrant is exercisable immediately prior to such
      event or (b) if the Company is acquired in (1) a transaction
      where the consideration paid to the holders of the Common Stock consists solely
      of cash, (2) a “Rule 13e-3 transaction” as defined in Rule 13e-3 under the 1934
      Act, or (3) a transaction involving a person or entity not traded on a national
      securities exchange, the Nasdaq Global Select Market, the Nasdaq Global Market
      or the Nasdaq Capital Market, cash equal to the Black-Scholes
      Value.  For purposes of any such exercise, the
      determination of the Purchase Price shall
      be appropriately adjusted to apply to such Alternate
      Consideration based on the amount of
      Alternate Consideration issuable in respect of one share of Common
      Stock in such Fundamental Transaction, and
      the Company shall apportion the Purchase Price
      among the Alternate Consideration in a
      reasonable manner reflecting the relative value of any different
      components of the Alternate Consideration.  If holders of Common Stock
      are given any choice as to the securities, cash or property to be
      received in a Fundamental Transaction, then the Holder shall be given
      the same choice as to the Alternate Consideration it receives upon any exercise
      of this Warrant following such Fundamental Transaction.  To the extent
      necessary to effectuate the foregoing provisions, any
      successor to the Company or surviving entity in such
      Fundamental Transaction shall issue to the Holder a
      new warrant consistent with
      the foregoing provisions and evidencing the
      Holder's right to exercise such warrant into Alternate
      Consideration.  The terms of any agreement pursuant to which a
      Fundamental Transaction is effected shall include terms requiring any such
      successor or surviving entity to comply with the provisions of
      this Section 3.1 and insuring that this Warrant (or any such
      replacement security) will be
      similarly adjusted upon any subsequent transaction analogous to a
      Fundamental Transaction. “Black-Scholes Value” shall be determined in accordance
      with the Black-Scholes Option Pricing Model obtained from the “OV” function on
      Bloomberg L.P. using (i) a price per share of Common Stock equal to the VWAP
      of
      the Common Stock for the Trading Day immediately preceding the date of
      consummation of the applicable Fundamental Transaction, (ii) a risk-free
      interest rate corresponding to the U.S. Treasury rate for a period equal to
      the
      remaining term of this Warrant as of the date of such request and (iii) an
      expected volatility equal to the 100 day volatility obtained from the HVT
      function on Bloomberg L.P. determined as of the Trading Day immediately
      following the public announcement of the applicable Fundamental
      Transaction.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    3.2. Dissolution.
      In the
      event of any dissolution of the Company following the transfer of all or
      substantially all of its properties or assets, the Company, prior to such
      dissolution, shall at its expense deliver or cause to be delivered the stock
      and
      other securities and property (including cash, where applicable) receivable
      by
      the Holder of the Warrants after the effective date of such dissolution pursuant
      to this Section 3 to a bank or trust company (a "Trustee") having its
      principal office in New York, NY, as trustee for the Holder of the
      Warrants. Such property shall be delivered only upon payment of the Warrant
      exercise price. 

     

    3.3. Continuation
      of Terms.
      Upon
      any reorganization, consolidation, merger or transfer (and any dissolution
      following any transfer) referred to in this Section 3, this Warrant shall
      continue in full force and effect and the terms hereof shall be applicable
      to
      the Other Securities and property receivable on the exercise of this Warrant
      after the consummation of such reorganization, consolidation or merger or the
      effective date of dissolution following any such transfer, as the case may
      be,
      and shall be binding upon the issuer of any Other Securities, including, in
      the
      case of any such transfer, the person acquiring all or substantially all of
      the
      properties or assets of the Company, whether or not such person shall have
      expressly assumed the terms of this Warrant as provided in Section 4. In
      the event this Warrant does not continue in full force and effect after the
      consummation of the transaction described in this Section 3, then only in
      such event will the Company's securities and property (including cash, where
      applicable) receivable by the Holder of the Warrants be delivered to the Trustee
      as contemplated by Section 3.2.

     

    3.4 Share
      Issuance.
      The
      Holder of this Warrant has been granted anti-dilution protection described
      in
      the Amendment to Senior Secured Notes, which are incorporated herein by this
      reference.

     

    4. Extraordinary
      Events Regarding Common Stock.
      In the
      event that the Company shall (a) issue additional shares of the Common
      Stock as a dividend or other distribution on outstanding Common Stock,
      (b) subdivide its outstanding shares of Common Stock, or (c) combine
      its outstanding shares of the Common Stock into a smaller number of shares
      of
      the Common Stock, then, in each such event, the Purchase Price shall,
      simultaneously with the happening of such event, be adjusted by multiplying
      the
      then Purchase Price by a fraction, the numerator of which shall be the number
      of
      shares of Common Stock outstanding immediately prior to such event and the
      denominator of which shall be the number of shares of Common Stock outstanding
      immediately after such event, and the product so obtained shall thereafter
      be
      the Purchase Price then in effect. The Purchase Price, as so adjusted, shall
      be
      readjusted in the same manner upon the happening of any successive event or
      events described herein in this Section 4. The number of shares of Common
      Stock that the Holder of this Warrant shall thereafter, on the exercise hereof,
      be entitled to receive shall be adjusted to a number determined by multiplying
      the number of shares of Common Stock that would otherwise (but for the
      provisions of this Section 4 be issuable on such exercise by a fraction of
      which
      (a) the numerator is the Purchase Price that would otherwise (but for the
      provisions of this Section 4 be in effect, and (b) the denominator is the
      Purchase Price in effect on the date of such exercise. 

     

    5. Certificate
      as to Adjustments.
      In each
      case of any adjustment or readjustment in the shares of Common Stock (or Other
      Securities) issuable on the exercise of the Warrants, the Company at its expense
      will promptly cause its Chief Financial Officer or other appropriate designee
      to
      compute such adjustment or readjustment in accordance with the terms of the
      Warrant and prepare a certificate setting forth such adjustment or readjustment
      and showing in detail the facts upon which such adjustment or readjustment
      is
      based, including a statement of (a) the consideration received or
      receivable by the Company for any additional shares of Common Stock (or Other
      Securities) issued or sold or deemed to have been issued or sold, (b) the
      number of shares of Common Stock (or Other Securities) outstanding or deemed
      to
      be outstanding, and (c) the Purchase Price and the number of shares of
      Common Stock to be received upon exercise of this Warrant, in effect immediately
      prior to such adjustment or readjustment and as adjusted or readjusted as
      provided in this Warrant. The Company will forthwith mail a copy of each such
      certificate to the Holder of the Warrant and any Warrant Agent of the Company
      (appointed pursuant to Section 11 hereof).

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    6. Reservation
      of Stock, etc. Issuable on Exercise of Warrant; Financial
      Statements.
      The
      Company will at all times reserve and keep available, solely for issuance and
      delivery on the exercise of the Warrants, all shares of Common Stock (or Other
      Securities) from time to time issuable on the exercise of the Warrant. This
      Warrant entitles the Holder hereof to receive copies of all financial and other
      information distributed or required to be distributed to the holders of the
      Company's Common Stock. 

     

    7. Assignment;
      Exchange of Warrant.
      Subject
      to compliance with applicable securities laws, this Warrant, and the rights
      evidenced hereby, may be transferred by any registered holder hereof (a
      "Transferor"). On the surrender for exchange of this Warrant, with the
      Transferor's endorsement in the form of Exhibit B attached hereto (the
“Transferor Endorsement Form") and together with an opinion of counsel
      reasonably satisfactory to the Company that the transfer of this Warrant will
      be
      in compliance with applicable securities laws, the Company will issue and
      deliver to or on the order of the Transferor thereof a new Warrant or Warrants
      of like tenor, in the name of the Transferor and/or the transferee(s) specified
      in such Transferor Endorsement Form (each a "Transferee"), calling in the
      aggregate on the face or faces thereof for the number of shares of Common Stock
      called for on the face or faces of the Warrant so surrendered by the
      Transferor.

     

    8. Replacement
      of Warrant.
      On
      receipt of evidence reasonably satisfactory to the Company of the loss, theft,
      destruction or mutilation of this Warrant and, in the case of any such loss,
      theft or destruction of this Warrant, on delivery of an indemnity agreement
      or
      security reasonably satisfactory in form and amount to the Company or, in the
      case of any such mutilation, on surrender and cancellation of this Warrant,
      the
      Company at its expense, twice only, will execute and deliver, in lieu thereof,
      a
      new Warrant of like tenor.

     

    9. Warrant
      Agent.
      The
      Company may, by written notice to the Holder of the Warrant, appoint an agent
      (a
“Warrant Agent”) for the purpose of issuing Common Stock (or Other Securities)
      on the exercise of this Warrant pursuant to Section 1, exchanging this
      Warrant pursuant to Section 7, and replacing this Warrant pursuant to
      Section 8, or any of the foregoing, and thereafter any such issuance,
      exchange or replacement, as the case may be, shall be made at such office by
      such Warrant Agent. 

     

    10. Maximum
      Exercise.
      The
      Holder shall not be entitled to exercise this Warrant on an exercise date,
      in
      connection with that number of shares of Common Stock which would be in excess
      of the sum of (i) the number of shares of Common Stock beneficially owned
      by the Holder and its affiliates on an exercise date, and (ii) the number
      of shares of Common Stock issuable upon the exercise of this Warrant with
      respect to which the determination of this limitation is being made on an
      exercise date, which would result in beneficial ownership by the Holder and
      its
      affiliates of more than 4.99% of the outstanding shares of Common Stock on
      such
      date. For the purposes of the immediately preceding sentence, beneficial
      ownership shall be determined in accordance with Section 13(d) of the
      Securities 1934 Act , and Rule 13d-3 thereunder. Subject to the foregoing,
      the
      Holder shall not be limited to aggregate exercises which would result in the
      issuance of more than 4.99%. The restriction described in this
      paragraph may be waived, in whole or in part, upon sixty-one (61) days
      prior notice from the Holder to the Company to increase such percentage to
      up to
      9.99%, but not in excess of 9.99%. The Holder may decide whether to convert
      a
      Convertible Note or exercise this Warrant to achieve an actual 4.99% or up
      to
      9.99% ownership position as described above, but not in excess of
      9.99%.

     

    11.  Registration
      Rights.
      To the
      extent the Holder of this Warrant is unable to sell Warrant Shares under Rule
      144 of the Securities and Exchange Commission (the “Commission”), commencing
      March 31, 2008, such Holder shall have piggyback registration rights, as
      follows: 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    11.1. Registration
      Rights.
      If the
      Company at any time proposes to register any of its securities under the 1933
      Act for sale to the public, whether for its own account or for the account
      of
      other security holders or both, except with respect to registration statements
      on Forms S-4, S-8 or another form not available for registering the Warrant
      Shares for sale to the public, provided the Warrant Shares are not otherwise
      registered for resale by the Holder pursuant to an effective registration
      statement, each such time it will give at least ten (10) days' prior written
      notice to the record holder of the Warrant Shares of its intention so to do.
      Upon the written request of the holder, received by the Company within ten
      (10)
      days after the giving of any such notice by the Company, to register any of
      the
      Warrant Shares not previously registered, the Company will cause such Warrant
      Shares as to which registration shall have been so requested to be included
      with
      the securities to be covered by the registration statement proposed to be filed
      by the Company, all to the extent required to permit the sale or other
      disposition of the Warrant Shares so registered by the holder of such Warrant
      Shares (the “Seller” or “Sellers”). In the event that any registration pursuant
      to this Section 11.1 shall be, in whole or in part, an underwritten public
      offering of common stock of the Company, the number of Warrant Shares to be
      included in such an underwriting may be reduced by the managing underwriter
      if
      and to the extent that the Company and the underwriter shall reasonably be
      of
      the opinion that such inclusion would adversely affect the marketing of the
      securities to be sold by the Company therein; provided, however, that the
      Company shall notify the Seller in writing of any such reduction.
      Notwithstanding the foregoing provisions, the Company may withdraw or delay
      or
      suffer a delay of any registration statement referred to in this Section 11.1
      without thereby incurring any liability to the Seller.

     

     

    11.2. Registration
      Procedures.
      If and
      whenever the Company is required by the provisions of Section 11.1 to effect
      the
      registration of any Warrant Shares under the 1933 Act, the Company will, as
      expeditiously as possible: 

     

    (a) subject
      to the timelines provided in this Agreement, prepare and file with the
      Commission a registration statement required by Section 11, with respect to
      such
      securities and use its best efforts to cause such registration statement to
      become and remain effective for the period of the distribution contemplated
      thereby (determined as herein provided), promptly provide to the holders of
      the
      Warrant Shares copies of all filings and Commission letters of comment and
      notify the Holders (by telecopier and by e-mail addresses provided by the
      Holders) on or before the second business day thereafter that the Company
      receives notice that (i) the Commission has no comments or no further comments
      on the Registration Statement, and (ii) the registration statement has been
      declared effective; 

     

    (b) prepare
      and file with the Commission such amendments and supplements to such
      registration statement and the prospectus used in connection therewith as may
      be
      necessary to keep such registration statement effective until such registration
      statement has been effective for a period of two (2) years after the date of
      this Agreement, and comply with the provisions of the 1933 Act with respect
      to
      the disposition of all of the Warrant Shares covered by such registration
      statement in accordance with the Sellers’ intended method of disposition set
      forth in such registration statement for such period; 

     

    (c) furnish
      to the Sellers, at the Company’s expense, such number of copies of the
      registration statement and the prospectus included therein (including each
      preliminary prospectus) as such persons reasonably may request in order to
      facilitate the public sale or their disposition of the securities covered by
      such registration statement or make them electronically available; 

     

    (d) use
      its
reasonable
      best efforts to register or qualify the Warrant Shares covered by such
      registration statement under the securities or “blue sky” laws of New York and
      such jurisdictions as the Sellers shall request in writing, provided, however,
      that the Company shall not for any such purpose be required to qualify generally
      to transact business as a foreign corporation in any jurisdiction where it
      is
      not so qualified or to consent to general service of process in any such
      jurisdiction; 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (e) if
      applicable, list the Warrant Shares covered by such registration statement
      with
      any securities exchange on which the Common Stock of the Company is then listed;
      

     

    (f) notify
      the Holders within twenty-four hours of the Company’s becoming aware that a
      prospectus relating thereto is required to be delivered under the 1933 Act,
      of
      the happening of any event of which the Company has knowledge as a result of
      which the prospectus contained in such registration statement, as then in
      effect, includes an untrue statement of a material fact or omits to state a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in light of the circumstances then existing or which
      becomes subject to a Commission, state or other governmental order suspending
      the effectiveness of the registration statement covering any of the Warrant
      Shares;

     

    (g) provided
      same would not be in violation of the provision of Regulation FD of the
      Commission, make available for inspection by the Sellers during reasonable
      business hours, and any attorney, accountant or other agent retained by the
      Seller or underwriter, all publicly available, non-confidential financial and
      other records, pertinent corporate documents and properties of the Company,
      and
      cause the Company's officers, directors and employees to supply all publicly
      available, non-confidential information reasonably requested by the seller,
      attorney, accountant or agent in connection with such registration statement
      at
      such requesting Seller’s expense; and 

     

    (h) provide
      to the Sellers copies of the such registration statement and amendments thereto
      five business days prior to the filing thereof with the Commission.


     

    11.3. Provision
      of Documents.
      In
      connection with each registration described in this Section 11, each Seller
      will
      furnish to the Company in writing such information and representation letters
      with respect to itself and the proposed distribution by it as reasonably shall
      be necessary in order to assure compliance with federal and applicable state
      securities laws. 

     

    11.4. Rule
      415.
      The
      amount of Warrant Shares required to be included in the Registration Statement
      as described in Section 11.1 may be reduced in proportion to other securities
      included in such Registration Statement by persons whose registration rights
      are
      on a par with the Holder (and 100% if so required under senior registration
      rights of other persons) in the event failure to effect such a reduction could
      cause the Registration Statement to exceed registration limitations imposed
      by
      the Commission pursuant to Rule 415 of the 1933 Act.

     

    11.5. Expenses.
      All
      expenses incurred by the Company in complying with Section 11, including,
      without limitation, all registration and filing fees, printing expenses (if
      required), fees and disbursements of counsel and independent public accountants
      for the Company, fees and expenses (including reasonable counsel fees) incurred
      in connection with complying with state securities or “blue sky” laws, fees of
      the NASD, transfer taxes, and fees of transfer agents and registrars, are called
      “Registration Expenses.” All underwriting discounts and selling commissions
      applicable to the sale of Warrant Shares are called "Selling Expenses." The
      Company will pay all Registration Expenses in connection with the registration
      statement under Section 11. Selling Expenses in connection with each
      registration statement under Section 11 shall be borne by the Seller and may
      be
      apportioned among the Sellers in proportion to the number of shares sold by
      the
      Seller relative to the number of shares sold under such registration statement
      or as all Sellers thereunder may agree.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    11.6. Indemnification
      and Contribution.

     

    (a) In
      the
      event of a registration of any Warrant Shares under the 1933 Act pursuant to
      this Section 11, the Company will, to the extent permitted by law, indemnify
      and
      hold harmless the Seller, each officers, directors, agents, Affiliates, members,
      managers, control persons, and principal shareholders of the Seller, each
      underwriter of such Warrant Shares thereunder and each other person, if any,
      who
      controls such Seller or underwriter within the meaning of the 1933 Act, against
      any losses, claims, damages or liabilities, joint or several, to which the
      Seller, or such underwriter or controlling person may become subject under
      the
      1933 Act or otherwise, insofar as such losses, claims, damages or liabilities
      (or actions in respect thereof) arise out of or are based upon any untrue
      statement or alleged untrue statement of any material fact contained in any
      registration statement under which such Warrant Shares was registered under
      the
      1933 Act pursuant to this Section 11, any preliminary prospectus or final
      prospectus contained therein, or any amendment or supplement thereof, or arise
      out of or are based upon the omission or alleged omission to state therein
      a
      material fact required to be stated therein or necessary to make the statements
      therein not misleading in light of the circumstances when made, and will subject
      to the provisions of Section 11.6(c) reimburse the Seller, each such underwriter
      and each such controlling person for any legal or other expenses reasonably
      incurred by them in connection with investigating or defending any such loss,
      claim, damage, liability or action; provided, however, that the Company shall
      not be liable to the Seller to the extent that any such damages arise out of
      or
      are based upon an untrue statement or omission made in any preliminary
      prospectus if (i) the Seller failed to send or deliver a copy of the final
      prospectus delivered by the Company to the Seller with or prior to the delivery
      of written confirmation of the sale by the Seller to the person asserting the
      claim from which such damages arise, (ii) the final prospectus would have
      corrected such untrue statement or alleged untrue statement or such omission
      or
      alleged omission, or (iii) to the extent that any such loss, claim, damage
      or
      liability arises out of or is based upon an untrue statement or alleged untrue
      statement or omission or alleged omission so made in conformity with information
      furnished by any such Seller in writing specifically for use in such
      registration statement or prospectus. 

     

    (b) In
      the
      event of a registration of any of the Warrant Shares under the 1933 Act pursuant
      to Section 11, each Seller severally but not jointly will, to the extent
      permitted by law, indemnify and hold harmless the Company, and each person,
      if
      any, who controls the Company within the meaning of the 1933 Act, each officer
      of the Company who signs the registration statement, each director of the
      Company, each underwriter and each person who controls any underwriter within
      the meaning of the 1933 Act, against all losses, claims, damages or liabilities,
      joint or several, to which the Company or such officer, director, underwriter
      or
      controlling person may become subject under the 1933 Act or otherwise, insofar
      as such losses, claims, damages or liabilities (or actions in respect thereof)
      arise out of or are based upon any untrue statement or alleged untrue statement
      of any material fact contained in the registration statement under which such
      Warrant Shares were registered under the 1933 Act pursuant to Section 11, any
      preliminary prospectus or final prospectus contained therein, or any amendment
      or supplement thereof, or arise out of or are based upon the omission or alleged
      omission to state therein a material fact required to be stated therein or
      necessary to make the statements therein not misleading, and will reimburse
      the
      Company and each such officer, director, underwriter and controlling person
      for
      any legal or other expenses reasonably incurred by them in connection with
      investigating or defending any such loss, claim, damage, liability or action,
      provided, however, that the Seller will be liable hereunder in any such case
      if
      and only to the extent that any such loss, claim, damage or liability arises
      out
      of or is based upon an untrue statement or alleged untrue statement or omission
      or alleged omission made in reliance upon and in conformity with information
      pertaining to such Seller, as such, furnished in writing to the Company by
      such
      Seller specifically for use in such registration statement or prospectus, and
      provided, further, however, that the liability of the Seller hereunder shall
      be
      limited to the net proceeds actually received by the Seller from the sale of
      Warrant Shares pursuant to such registration statement.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (c) Promptly
      after receipt by an indemnified party hereunder of notice of the commencement
      of
      any action, such indemnified party shall, if a claim in respect thereof is
      to be
      made against the indemnifying party hereunder, notify the indemnifying party
      in
      writing thereof, but the omission so to notify the indemnifying party shall
      not
      relieve it from any liability which it may have to such indemnified party other
      than under this Section 11.6(c) and shall only relieve it from any liability
      which it may have to such indemnified party under this Section 11.6(c), except
      and only if and to the extent the indemnifying party is prejudiced by such
      omission. In case any such action shall be brought against any indemnified
      party
      and it shall notify the indemnifying party of the commencement thereof, the
      indemnifying party shall be entitled to participate in and, to the extent it
      shall wish, to assume and undertake the defense thereof with counsel
      satisfactory to such indemnified party, and, after notice from the indemnifying
      party to such indemnified party of its election so to assume and undertake
      the
      defense thereof, the indemnifying party shall not be liable to such indemnified
      party under this Section 11.6(c) for any legal expenses subsequently incurred
      by
      such indemnified party in connection with the defense thereof other than
      reasonable costs of investigation and of liaison with counsel so selected,
      provided, however, that, if the defendants in any such action include both
      the
      indemnified party and the indemnifying party and the indemnifying party shall
      have reasonably concluded that there may be reasonable defenses available to
      indemnified party which are different from or additional to those available
      to
      the indemnifying party or if the interests of the indemnified party reasonably
      may be deemed to conflict with the interests of the indemnifying party, the
      indemnified parties, as a group, shall have the right to select one separate
      counsel, reasonably satisfactory to the indemnified and indemnifying party,
      and
      to assume such legal defenses and otherwise to participate in the defense of
      such action, with the reasonable expenses and fees of such separate counsel
      and
      other expenses related to such participation to be reimbursed by the
      indemnifying party as incurred.

     

    (d) In
      order
      to provide for just and equitable contribution in the event of joint liability
      under the 1933 Act in any case in which either (i) a Seller, or any controlling
      person of a Seller, makes a claim for indemnification pursuant to this Section
      11.6 but it is judicially determined (by the entry of a final judgment or decree
      by a court of competent jurisdiction and the expiration of time to appeal or
      the
      denial of the last right of appeal) that such indemnification may not be
      enforced in such case notwithstanding the fact that this Section 11.6 provides
      for indemnification in such case, or (ii) contribution under the 1933 Act may
      be
      required on the part of the Seller or controlling person of the Seller in
      circumstances for which indemnification is not provided under this Section
      11.6;
      then, and in each such case, the Company and the Seller will contribute to
      the
      aggregate losses, claims, damages or liabilities to which they may be subject
      (after contribution from others) in such proportion so that the Seller is
      responsible only for the portion represented by the percentage that the public
      offering price of its securities offered by the registration statement bears
      to
      the public offering price of all securities offered by such registration
      statement, provided, however, that, in any such case, (y) the Seller will not
      be
      required to contribute any amount in excess of the public offering price of
      all
      such securities sold by it pursuant to such registration statement; and (z)
      no
      person or entity guilty of fraudulent misrepresentation (within the meaning
      of
      Section 11(f) of the 1933 Act) will be entitled to contribution from any person
      or entity who was not guilty of such fraudulent misrepresentation and provided,
      further, however, that the liability of the Seller hereunder shall be limited
      to
      the net proceeds actually received by the Seller from the sale of Warrant Shares
      pursuant to such Registration Statement.

    


    12. Transfer
      on the Company's Books.
      Until
      this Warrant is transferred on the books of the Company, the Company may treat
      the registered holder hereof as the absolute owner hereof for all purposes,
      notwithstanding any notice to the contrary. 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    13. Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur. The addresses for such
      communications shall be: if to the Company, to: Neonode
      Inc., 4000 Executive Parkway, Suite 200, San Ramon, CA 94583, Attn: Chief
      Financial Officer, telecopier:
      (925) 355-2020, with a copy by telecopier only to: Hahn & Hessen LLP, 488
      Madison Avenue, New York, NY 10022, Attn: James Kardon, Esq., telecopier: (212)
      478-7400, and (ii) if to the Holder, to the address and telecopier number listed
      on the first paragraph of this Warrant, with a copy by telecopier only to:
      Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York, New York
      10176, telecopier number: (212) 697-3575.

     

    14. Law
      Governing This Warrant.
      This
      Warrant shall be governed by and construed in accordance with the laws of the
      State of New York without regard to principles of conflicts of laws. Any action
      brought by either party against the other concerning the transactions
      contemplated by this Warrant shall be brought only in the state courts of New
      York or in the federal courts located in the state and county of New York.
      The
      parties to this Warrant hereby irrevocably waive any objection to jurisdiction
      and venue of any action instituted hereunder and shall not assert any defense
      based on lack of jurisdiction or venue or based upon forum
      non conveniens.
      The
      Company and Holder waive trial by jury. The prevailing party shall be entitled
      to recover from the other party its reasonable attorney’s fees and costs. In the
      event that any provision of this Warrant or any other agreement delivered in
      connection herewith is invalid or unenforceable under any applicable statute
      or
      rule of law, then such provision shall be deemed inoperative to the extent
      that
      it may conflict therewith and shall be deemed modified to conform with such
      statute or rule of law. Any such provision which may prove invalid or
      unenforceable under any law shall not affect the validity or enforceability
      of
      any other provision of any agreement. Each party hereby irrevocably waives
      personal service of process and consents to process being served in any suit,
      action or proceeding in connection with this Agreement or any other Transaction
      Document by mailing a copy thereof via registered or certified mail or overnight
      delivery (with evidence of delivery) to such party at the address in effect
      for
      notices to it under this Agreement and agrees that such service shall constitute
      good and sufficient service of process and notice thereof. Nothing contained
      herein shall be deemed to limit in any way any right to serve process in any
      other manner permitted by law.

     

    [signature
      page follows]

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Company has executed this Warrant as of the date first
      written above.

     

    
      	 	NEONODE
              INC. 
	 	 
	 	
              By:

            	 
	 	 	
                       
Name:
                

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    Exhibit A

    


    FORM
      OF
      SUBSCRIPTION

    (to
      be
      signed only on exercise of Warrant)

     

    TO:
      NEONODE INC. 

     

    The
      undersigned, pursuant to the provisions set forth in the attached Warrant
      (No.____), hereby irrevocably elects to purchase (check applicable
      box):

    


    ___ ________
      shares of the Common Stock covered by such Warrant; or

     

    ___ the
      maximum number of shares of Common Stock covered by such Warrant pursuant to
      the
      cashless exercise procedure set forth in Section 2.

    


    The
      undersigned herewith makes payment of the full purchase price for such shares
      at
      the price per share provided for in such Warrant, which is $___________. Such
      payment takes the form of (check applicable box or boxes):

    


    ___ $__________
      in lawful money of the United States; and/or

     

    ___ the
      cancellation of such portion of the attached Warrant as is exercisable for
      a
      total of _______ shares of Common Stock (using a Fair Market Value of $_______
      per share for purposes of this calculation); and/or

    


    ___ the
      cancellation of such number of shares of Common Stock as is necessary, in
      accordance with the formula set forth in Section 2, to exercise this
      Warrant with respect to the maximum number of shares of Common Stock purchasable
      pursuant to the cashless exercise procedure set forth in
      Section 2.

    


    The
      undersigned requests that the certificates for such shares be issued in the
      name
      of, and delivered to ________________________ whose address is
      _________________________________________________.

    


    The
      undersigned represents and warrants that all offers and sales by the undersigned
      of the securities issuable upon exercise of the within Warrant shall be made
      pursuant to registration of the Common Stock under the Securities Act of 1933,
      as amended (the "1933 Act"), or pursuant to an exemption from registration
      under
      the 1933 Act.

    


    
      	 Dated:
              	 	 	 
	
            	 	 	
              (Signature
                must conform to name of holder as 

              specified
                on the face of the Warrant)

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	
              (Address)

            


    

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    Exhibit B

    


    FORM
      OF
      TRANSFEROR ENDORSEMENT

    (To
      be
      signed only on transfer of Warrant)

     

    For
      value
      received, the undersigned hereby sells, assigns, and transfers unto the
      person(s) named below under the heading "Transferees" the right represented
      by
      the within Warrant to purchase the percentage and number of shares of Common
      Stock of NEONODE INC. to which the within Warrant relates specified under the
      headings "Percentage Transferred" and "Number Transferred," respectively,
      opposite the name(s) of such person(s) and appoints each such person Attorney
      to
      transfer its respective right on the books of NEONODE INC. with full power
      of
      substitution in the premises.

    

      
        	
                Transferees

              	 	
                Percentage
                  Transferred

              	 	
                Number
                  Transferred

              
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


      

    

     

    
      	
              Dated:
                __________, __________

            	 	  

	 	 	
              (Signature
                must conform to name of holder as specified 

              on
                the face of the warrant)

            
	 	 	 
	
              Signed
                in the presence of:

            	 	 
	 	 	 
	      (Name)	 	 
	
               

              ACCEPTED
                AND AGREED:

              [TRANSFEREE]

            	 	
                  
 (address)

            
	 	 	 
	 	 	     (address)
	
                     
                (Name)