Exhibit 10.3
NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE
HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE
SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
COMPANY.
THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS
SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER
LOAN SECURED BY SUCH SECURITIES.
neonode inc.
investor warrant
Investor Warrant No. __
Date of Issuance: May __, 2014 ("Issuance Date")
Neonode Inc., a Delaware corporation (the "Company"), hereby certifies that, for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, 1,964,636, the registered holder hereof or its permitted assigns
(the "Holder"), is entitled, subject to the terms set forth below, to purchase
from the Company, at the Exercise Price (as defined below) then in effect, upon
exercise of this Investor Warrant to purchase Common Stock (including any
Investor Warrants to purchase Common Stock issued in exchange, transfer or
replacement hereof, the "Investor Warrant"), at any time or times on or after
the date hereof (the "Initial Exercisability Date"), but not after 11:59 p.m.,
New York time, on the Termination Date (subject to adjustment as provided
herein) fully paid and non-assessable shares of Common Stock (as defined
below) (the "Investor Warrant Shares").
Except as otherwise defined herein,
capitalized terms in this Investor Warrant shall have the meanings set forth in
Section 16.
This Investor Warrant is one of the Investor Warrants to purchase
Common Stock (the "Investor Warrants") issued pursuant to the Securities
Purchase Agreement, dated as of May 9, 2014, by and among the Company and the
purchasers signatory thereto (the "Purchase Agreement").
1.
EXERCISE OF WARRANT.
(a)
Mechanics of Exercise.
Subject to the terms and conditions hereof
(including, without limitation, the limitations set forth in Section 1(f) and
(g)), this Investor Warrant may be exercised by the Holder on any day on or
after the Initial Exercisability Date, in whole or in part, by delivery (whether
via facsimile or otherwise) of a written notice, in the form attached hereto as
Exhibit A (the "Exercise Notice"), of the Holder's election to exercise this
Investor Warrant.
Within one (1) Trading Day following an exercise of this
Investor Warrant as aforesaid, the Holder shall deliver payment to the Company
of an amount equal to the Exercise Price in effect on the date of such exercise
multiplied by the number of Investor Warrant Shares as to which this Investor
Warrant was so