UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 17, 2020

 

NEONODE INC.

(Exact name of issuer of securities held pursuant to the plan)

  

Commission File Number 1-35526

 

Delaware   94-1517641

(State or other jurisdiction

of incorporation)

  

(I.R.S. Employer

Identification No.)

 

Storgatan 23C, 114 55 Stockholm, Sweden

(Address of Principal Executive Office, including Zip Code)

 

+46 (0) 8 667 17 17

Registrant’s telephone number, including area code:

 

Not Applicable

(Former name or former address, if changed since last report)

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company      ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.001 per share   NEON   The Nasdaq Stock Market LLC

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On June 17, 2020, Neonode Technologies AB (the “Borrower”), a corporation organized in Sweden and a wholly-owned subsidiary of the registrant Neonode Inc. (“Neonode”), entered into short-term loan facilities (the “Loan Agreements”) with UMR Invest AB and Cidro Holding AB (each, a “Lender”). UMR Invest AB is an affiliate of Ulf Rosberg and Cidro Holding AB is an affiliate of Peter Lindell. Mr. Rosberg and Mr. Lindell are directors of Neonode and each is a beneficial owner of approximately 18% of Neonode common stock.

 

Pursuant to the Loan Agreements, each Lender made 16,145,000 SEK (Swedish Krona), which is approximately $1.7 million in U.S. Dollars, principal amount available to the Borrower. Any drawdown of the aggregate available 32,290,000 SEK, which is approximately $3.4 million, is to be used by Neonode for working capital to continue operations and to repay liabilities in the ordinary course of business. Subsequent to entering into the Loan Agreements, the Borrower made an initial drawdown of an aggregate of approximately $1.0 million.

 

Each of the Loan Agreements provides for a credit fee of 0.75% per annum, calculated on a daily basis from the date of the Loan Agreement, and any outstanding amount incurs interest at a fixed rate of 3.25% per annum, calculated on a daily basis from the drawdown date.

 

Drawdowns under the Loan Agreements will be unavailable upon the earlier to occur of the execution of capital raise by Neonode or December 31, 2020. If Neonode carries out a capital raise before December 31, 2020, any outstanding amount under the Loan Agreements, including any credit fee and interest, becomes payable as soon as practicably possible after such capital raise. If a capital raise does not occur by December 31, 2020, or if the funds from the capital raise are insufficient to repay the full outstanding amount under the Loan Agreements, then the outstanding amount under the Loan Agreements, including any credit fee and interest, is due and payable on February 28, 2021.

 

Any drawdown and repayment shall be in equal amounts between each of the Loan Agreements.

 

The Loan Agreements are subject to other customary provisions and are governed by Swedish law.

 

The Loan Agreements do not provide for any conversion into Neonode common stock and are not secured by any collateral of the Borrower or Neonode.

 

The disinterested directors of Neonode approved entering into the Loan Agreements.

 

A copy of each of the Loan Agreements is filed as Exhibit 10.1 and Exhibit 10.2 hereto, and are incorporated herein by reference herein. The foregoing summaries of the Loan Agreements are qualified in their entirety by reference to each such document.

 

Any securities that may be offered by Neonode in a future capital raise have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the U.S. absent registration or an applicable exemption from registration requirements.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

(d) Short-term Debt Obligation

 

See the disclosure above under Item 1.01, which is incorporated herein by reference.

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
Exhibit 10.1   Loan Agreement dated June 17, 2020 between Neonode Technologies AB and UMR Invest AB.
Exhibit 10.2   Loan Agreement dated June 17, 2020 between Neonode Technologies AB and Cidro Holding AB.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

  NEONODE INC.
     
  By: /s/ Maria Ek
  Name:  Maria Ek
  Title: Chief Financial Officer

 

Date: June 22, 2020

 

 

2

 

Exhibit 10.1

 

 

 

 

 

 

 

 

 

LOAN AGREEMENT

 

June 17, 2020

 

between

 

Neonode Technologies AB

 

as Borrower

 

and

 

UMR Invest AB

 

as Lender

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THIS LOAN AGREEMENT (the “Loan Agreement”) is dated June 17, 2020 and made between:

 

(1)Neonode Technologies AB, registration number 556771-2095, address P.O. Box 5082, 102 42 Stockholm, Sweden (the “Borrower”); and

 

(2)UMR Invest AB, registration number [***], address [***], Sweden (the “Lender”).

 

Each of the Borrower and the Lender is referred to herein individually as a “Party” and jointly as the “Parties”.

 

1Introduction

 

1.1The Lender is a shareholder and member of the board of directors of Neonode Inc. (the “Company”, and, together with its subsidiaries, the “Group”), a Delaware corporation, having its headquarters in Stockholm, Sweden. The Borrower is a wholly owned subsidiary of the Company.

 

1.2The Company is contemplating to carry out a capital raise (the “Capital Raise”), currently envisaged to take place on or before December 31, 2020. In order to ensure that the Company has sufficient cash to continue its operations and repay its liabilities in the ordinary course of business, the Lender has made a commitment that, for the time period up to the Capital Raise, upon notification from the Company’s chief financial officer that the Company requires cash to continue as a going concern, the Lender will, subject to and contingent upon the satisfaction of the conditions set forth below, provide or cause to be provided to the Company financing in an amount equal to the lesser of (A) the minimum amount necessary which, based upon the Company’s most recently prepared financial forecast, is reasonably expected to be required for the Company to continue operations up to the Capital Raise, or (B) SEK 16,145,000. The obligation by the Lender to provide or cause to be provided financing in accordance with the above is subject to and contingent upon (i) the preparation, execution and delivery of mutually acceptable financing and other transaction documentation, and (ii) the disinterested members of the board of directors of the Company, acting on behalf of the Company, having approved all transactions arising from or relating to such financing. It is acknowledged by the Parties that execution of this Loan Agreement by the Parties is intended to fulfil condition (i) above.

 

1.3On or about the date hereof, the Borrower (as borrower) and Cidro Holding AB (shareholder and affiliated with a member of the board of directors of the Company) (as lender) has entered, or will enter, into a loan agreement on similar terms and conditions as included in this Loan Agreement whereby Cidro Holding AB makes available to the Borrower a term loan to a principal amount of a maximum of SEK 16,145,000 (the “PL Loan Agreement”).

 

2Facility

 

2.1The Lender shall make available to the Borrower, during the time period up to the execution of the Capital Raise, a term loan to a principal amount of a maximum of SEK 16,145,000 (the “Principal Amount”) (the “Facility”).

 

 

 

Certain personally identifiable information, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.

 

1

 

 

2.2If the Capital Raise has not been executed on December 31, 2020 at the latest, the Facility shall no longer be available to the Borrower.

 

2.3The Borrower shall apply all amounts borrowed by it under the Facility for the purpose of ensuring that the Group has sufficient cash to continue its operations and repay its liabilities in the ordinary course of business.

 

3AVAILABILITY

 

3.1The Facility may be drawn down in one or several drawings in the maximum Principal Amount of SEK 16,145,000 by the Borrower giving the Lender not less than five business days written notice (or such lesser period as the Lender may agree) specifying the date of the drawdown (the “Drawdown Date”).

 

3.2On the Drawdown Date, the full amount requested by the Borrower by written notice shall be disbursed to the Borrower’s bank account, as designated by the Borrower.

 

3.3The Lender shall be under no obligation to fund the drawing of the Facility if the Capital Raise has been carried out prior to the Lender disbursing the requested funds to the Borrower, or at any time after December 31, 2020.

 

3.4The Borrower shall ensure that any drawdown under the Facility, at the relevant Drawdown Date, is made in an amount equal to a corresponding drawdown under the PL Loan Agreement.

 

4Credit Fee and interest

 

4.1The Borrower shall pay to the Lender a fixed credit fee on the Principal Amount of 0.75 per cent per annum computed from the date hereof until the Facility is no longer available for drawdown, i.e. after the execution of the Capital Raise, or after December 31, 2020 (as applicable), and all of the outstanding Principal Amount is repaid in full. The credit fee will be payable at the time when repayment of the Principal Amount is obligated to be made in accordance with Section 5 below and shall be calculated on the basis of the actual number of days elapsed during the credit fee period and a year of 360 days.

 

4.2In addition to the fixed credit fee in accordance with Section 4.1 above, interest shall accrue on the outstanding Principal Amount at a fixed interest rate of 3.25 per cent per annum computed from the relevant Drawdown Date until all of the outstanding Principal Amount is repaid in full. Accrued interest will be added to the outstanding Principal Amount and be payable at the time when repayment of the Principal Amount is obligated to be made in accordance with Section 5 below. Accrued interest shall be calculated on the basis of the actual number of days elapsed during the relevant interest period and a year of 360 days.

 

5Repayment

 

5.1The Borrower shall repay to the Lender the full outstanding Principal Amount (including any unpaid accrued interest and credit fee in accordance with Section 4 above) as soon as practicably possible unless otherwise agreed by the Parties following the execution of the Capital Raise in the Company. The Borrower may also, in its sole discretion, make repayment(s) in full or in part of the outstanding Principal Amount (including any unpaid accrued interest and credit fee in accordance with Section 4 above) to the Lender prior to the Capital Raise. In the event the Capital Raise has not been carried out on December 31, 2020 at the latest, or the funds raised from the Capital Raise are insufficient to cover full repayment of the outstanding Principal Amount (including any unpaid accrued interest and credit fee in accordance with Section 4 above), then the full outstanding Principal Amount (including any unpaid accrued interest and credit fee in accordance with Section 4 above) shall be due and payable by the Borrower on February 28, 2021 unless otherwise agreed by the Parties.

 

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5.2All repayments by the Borrower shall be made to the Lender’s bank account as designated by the Lender.

 

5.3The Borrower shall ensure that all repayments to the Lender in accordance with this Section 5, at every repayment occasion, is made in an amount equal to a corresponding repayment under the PL Loan Agreement.

 

6Payments

 

6.1All payments to be made under this Loan Agreement shall be made by the due date and in freely transferable same day funds. If the due date is not a business day, the payment shall be made on the preceding business day.

 

6.2Should the Borrower fail to pay any amount on the relevant due date, the Borrower shall, on the Lender’s demand, pay late interest on such overdue amount from the relevant due date up to the date for actual payment at a rate of one (1) per cent per month.

 

7Withholding

 

7.1All sums payable by the Borrower shall be paid without any withholding or deduction of tax or any other amount unless required by law, in which event the Borrower will (if required by the Lender) forthwith pay to the Lender such additional amount as will result in the receipt by the Lender of the full amount and will supply the Lender promptly with evidence satisfactory to the Lender that the Borrower has accounted to the relevant authority for the sum withheld.

 

7.2If the Borrower makes a payment of an additional amount under Section 7.1 above and the Lender determines that:

 

(a)a credit against, relief or remission for, or repayment of, any tax is attributable to all or part of that payment; and

 

(b)the Lender has obtained, utilised and retained that tax credit,

 

the Lender shall pay an amount to the Borrower which the Lender determines will leave it (after that payment) in the same after-tax position as it would have been in had the tax payment not been made by the Borrower.

 

3

 

 

8Calculations

 

8.1Any interest or fee accruing under this Loan Agreement will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days.

 

9Amendments and Waivers

 

9.1This Loan Agreement may be amended only by an instrument in writing that is duly executed by the Borrower and the Lender.

 

9.2Any waiver by the Lender of any terms of this Loan Agreement or any consent or approval given by the Lender shall be effective only if given in writing and then only for the purpose and upon the terms and conditions (if any) on which it is given.

 

10Assignments, etc.

 

10.1The Lender may assign and transfer all of its rights and obligations under this Loan Agreement, following the prior written consent by the Borrower, which shall not be unreasonably withheld or delayed, provided that such assignment will not give rise to any additional costs for the Borrower.

 

10.2The Borrower may not assign or transfer any part of its rights, benefits or obligations under this Loan Agreement.

 

11Notices

 

11.1All notices, requests or similar communications under this Loan Agreement shall be in writing and be delivered by courier, registered mail or e-mail to (i) when delivering to the Borrower, the Borrower’s from time to time registered address or maria.ek@neonode.com, or such other e-mail address as may be notified in accordance with this Section 11.1, and (ii) when delivering to the Lender, to the address set forth in the introductory paragraph of this Loan Agreement or ulf.rosberg@umrinvest.se. The Lender shall notify the Borrower upon a change of address or e-mail address in accordance with this Section 11.1. A notice shall be considered as received;

 

(a)if delivered by courier: when delivered to the addressee;

 

(b)if delivered by registered mail: two business days after delivery to the postal service; or

 

(c)if delivered by e-mail: when the addressee confirms the receipt in writing, which confirmation shall not be unreasonably withheld or delayed.

 

12Counterparts

 

12.1This Loan Agreement may be executed in any number of counterparts and this will have the same effect as if the signatures on the counterparts were on a single copy of this Loan Agreement.

 

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13Approval by the board of directors of the company

 

13.1It is acknowledged that the disinterested members of the board of directors of the Company, acting on behalf of the Company, approve of the contents of this Loan Agreement and all transactions arising from or relating to the financing contemplated by this Loan Agreement.

 

14Governing law and disputes

 

14.1This Loan Agreement shall be governed by and construed in accordance with the substantive laws of Sweden.

 

14.2Any dispute, controversy or claim arising out of or in connection with this Loan Agreement, or the breach, termination or invalidity thereof or any non-contractual obligations arising out of or in connection with this Loan Agreement, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be Swedish.

 

________________________

 

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This Loan Agreement has been signed in two originals, of which the Parties have received one each.

 

NEONODE TECHNOLOGIES AB

 

Date:   _________________________

 

Place:  _________________________

 

_________________________________   _________________________________
Maria Ek   Ulf Mårtensson

 

_________________________________

Urban Forssell, CEO

 

UMR Invest AB

 

Date:   _________________________

 

Place:  _________________________

 

__________________________________

Ulf Rosberg

 

It is hereby confirmed that the disinterested members of the board of directors of the Company, acting on behalf of the Company, approve of the contents of this Loan Agreement and all transactions arising from or relating to the financing contemplated by this Loan Agreement.

 

Date:   _________________________

 

Place:  _________________________

 

_________________________________

Maria Ek, Company secretary of Neonode Inc.

 

 

6

 

Exhibit 10.2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LOAN AGREEMENT

 

June 17, 2020

 

between

 

Neonode Technologies AB

 

as Borrower

 

and

 

Cidro Förvaltning AB

 

as Lender

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

THIS LOAN AGREEMENT (the “Loan Agreement”) is dated June 17, 2020 and made between:

 

(1)Neonode Technologies AB, registration number 556771-2095, address P.O. Box 5082, 102 42 Stockholm, Sweden (the “Borrower”); and

 

(2)Cidro Förvaltning AB, registration number [***], address [***], Sweden (the “Lender”).

 

Each of the Borrower and the Lender is referred to herein individually as a “Party” and jointly as the “Parties”.

 

1Introduction

 

1.1The Lender is a shareholder and affiliated with a member of the board of directors of Neonode Inc. (the “Company”, and, together with its subsidiaries, the “Group”), a Delaware corporation, having its headquarters in Stockholm, Sweden. The Borrower is a wholly owned subsidiary of the Company.

 

1.2The Company is contemplating to carry out a capital raise (the “Capital Raise”), currently envisaged to take place on or before December 31, 2020. In order to ensure that the Company has sufficient cash to continue its operations and repay its liabilities in the ordinary course of business, the Lender has made a commitment that, for the time period up to the Capital Raise, upon notification from the Company’s chief financial officer that the Company requires cash to continue as a going concern, the Lender will, subject to and contingent upon the satisfaction of the conditions set forth below, provide or cause to be provided to the Company financing in an amount equal to the lesser of (A) the minimum amount necessary which, based upon the Company’s most recently prepared financial forecast, is reasonably expected to be required for the Company to continue operations up to the Capital Raise, or (B) SEK 16,145,000. The obligation by the Lender to provide or cause to be provided financing in accordance with the above is subject to and contingent upon (i) the preparation, execution and delivery of mutually acceptable financing and other transaction documentation, and (ii) the disinterested members of the board of directors of the Company, acting on behalf of the Company, having approved all transactions arising from or relating to such financing. It is acknowledged by the Parties that execution of this Loan Agreement by the Parties is intended to fulfil condition (i) above.

 

1.3On or about the date hereof, the Borrower (as borrower) and UMR Invest AB (shareholder and affiliated with a member of the board of directors of the Company) (as lender) has entered, or will enter, into a loan agreement on similar terms and conditions as included in this Loan Agreement whereby UMR Invest AB makes available to the Borrower a term loan to a principal amount of a maximum of SEK 16,145,000 (the “UR Loan Agreement”).

 

2Facility

 

2.1The Lender shall make available to the Borrower, during the time period up to the execution of the Capital Raise, a term loan to a principal amount of a maximum of SEK 16,145,000 (the “Principal Amount”) (the “Facility”).

 

2.2If the Capital Raise has not been executed on December 31, 2020 at the latest, the Facility shall no longer be available to the Borrower.

 

2.3The Borrower shall apply all amounts borrowed by it under the Facility for the purpose of ensuring that the Group has sufficient cash to continue its operations and repay its liabilities in the ordinary course of business.

 

 

 

Certain personally identifiable information, marked by brackets as [***], has been omitted from this exhibit pursuant to Item 601(a)(6) under Regulation S-K.

 

1

 

 

3AVAILABILITY

 

3.1The Facility may be drawn down in one or several drawings in the maximum Principal Amount of SEK 16,145,000 by the Borrower giving the Lender not less than five business days written notice (or such lesser period as the Lender may agree) specifying the date of the drawdown (the ”Drawdown Date”).

 

3.2On the Drawdown Date, the full amount requested by the Borrower by written notice shall be disbursed to the Borrower’s bank account, as designated by the Borrower.

 

3.3The Lender shall be under no obligation to fund the drawing of the Facility if the Capital Raise has been carried out prior to the Lender disbursing the requested funds to the Borrower, or at any time after December 31, 2020.

 

3.4The Borrower shall ensure that any drawdown under the Facility, at the relevant Drawdown Date, is made in an amount equal to a corresponding drawdown under the UR Loan Agreement.

 

4Credit Fee and interest

 

4.1The Borrower shall pay to the Lender a fixed credit fee on the Principal Amount of 0.75 per cent per annum computed from the date hereof until the Facility is no longer available for drawdown, i.e. after the execution of the Capital Raise, or after December 31, 2020 (as applicable), and all of the outstanding Principal Amount is repaid in full. The credit fee will be payable at the time when repayment of the Principal Amount is obligated to be made in accordance with Section 5 below and shall be calculated on the basis of the actual number of days elapsed during the credit fee period and a year of 360 days.

 

4.2In addition to the fixed credit fee in accordance with Section 4.1 above, interest shall accrue on the outstanding Principal Amount at a fixed interest rate of 3.25 per cent per annum computed from the relevant Drawdown Date until all of the outstanding Principal Amount is repaid in full. Accrued interest will be added to the outstanding Principal Amount and be payable at the time when repayment of the Principal Amount is obligated to be made in accordance with Section 5 below. Accrued interest shall be calculated on the basis of the actual number of days elapsed during the relevant interest period and a year of 360 days.

 

5Repayment

 

5.1The Borrower shall repay to the Lender the full outstanding Principal Amount (including any unpaid accrued interest and credit fee in accordance with Section 4 above) as soon as practicably possible unless otherwise agreed by the Parties following the execution of the Capital Raise in the Company. The Borrower may also, in its sole discretion, make repayment(s) in full or in part of the outstanding Principal Amount (including any unpaid accrued interest and credit fee in accordance with Section 4 above) to the Lender prior to the Capital Raise. In the event the Capital Raise has not been carried out on December 31, 2020 at the latest, or the funds raised from the Capital Raise are insufficient to cover full repayment of the outstanding Principal Amount (including any unpaid accrued interest and credit fee in accordance with Section 4 above), then the full outstanding Principal Amount (including any unpaid accrued interest and credit fee in accordance with Section 4 above) shall be due and payable by the Borrower on February 28, 2021 unless otherwise agreed by the Parties.

 

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5.2All repayments by the Borrower shall be made to the Lender’s bank account as designated by the Lender.

 

5.3The Borrower shall ensure that all repayments to the Lender in accordance with this Section 5, at every repayment occasion, is made in an amount equal to a corresponding repayment under the UR Loan Agreement.

 

6Payments

 

6.1All payments to be made under this Loan Agreement shall be made by the due date and in freely transferable same day funds. If the due date is not a business day, the payment shall be made on the preceding business day.

 

6.2Should the Borrower fail to pay any amount on the relevant due date, the Borrower shall, on the Lender’s demand, pay late interest on such overdue amount from the relevant due date up to the date for actual payment at a rate of one (1) per cent per month.

 

7Withholding

 

7.1All sums payable by the Borrower shall be paid without any withholding or deduction of tax or any other amount unless required by law, in which event the Borrower will (if required by the Lender) forthwith pay to the Lender such additional amount as will result in the receipt by the Lender of the full amount and will supply the Lender promptly with evidence satisfactory to the Lender that the Borrower has accounted to the relevant authority for the sum withheld.

 

7.2If the Borrower makes a payment of an additional amount under Section 7.1 above and the Lender determines that:

 

(a)a credit against, relief or remission for, or repayment of, any tax is attributable to all or part of that payment; and

 

(b)the Lender has obtained, utilised and retained that tax credit,

 

the Lender shall pay an amount to the Borrower which the Lender determines will leave it (after that payment) in the same after-tax position as it would have been in had the tax payment not been made by the Borrower.

 

8Calculations

 

8.1Any interest or fee accruing under this Loan Agreement will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days.

 

3

 

 

9Amendments and Waivers

 

9.1This Loan Agreement may be amended only by an instrument in writing that is duly executed by the Borrower and the Lender.

 

9.2Any waiver by the Lender of any terms of this Loan Agreement or any consent or approval given by the Lender shall be effective only if given in writing and then only for the purpose and upon the terms and conditions (if any) on which it is given.

 

10Assignments, etc.

 

10.1The Lender may assign and transfer all of its rights and obligations under this Loan Agreement, following the prior written consent by the Borrower, which shall not be unreasonably withheld or delayed, provided that such assignment will not give rise to any additional costs for the Borrower.

 

10.2The Borrower may not assign or transfer any part of its rights, benefits or obligations under this Loan Agreement.

 

11Notices

 

11.1All notices, requests or similar communications under this Loan Agreement shall be in writing and be delivered by courier, registered mail or e-mail to (i) when delivering to the Borrower, the Borrower’s from time to time registered address or maria.ek@neonode.com, or such other e-mail address as may be notified in accordance with this Section 11.1, and (ii) when delivering to the Lender, to the address set forth in the introductory paragraph of this Loan Agreement or peter@riteventures.com. The Lender shall notify the Borrower upon a change of address or e-mail address in accordance with this Section 11.1. A notice shall be considered as received;

 

(a)if delivered by courier: when delivered to the addressee;

 

(b)if delivered by registered mail: two business days after delivery to the postal service; or

 

(c)if delivered by e-mail: when the addressee confirms the receipt in writing, which confirmation shall not be unreasonably withheld or delayed.

 

12Counterparts

 

12.1This Loan Agreement may be executed in any number of counterparts and this will have the same effect as if the signatures on the counterparts were on a single copy of this Loan Agreement.

 

4

 

 

13Approval by the board of directors of the company

 

13.1It is acknowledged that the disinterested members of the board of directors of the Company, acting on behalf of the Company, approve of the contents of this Loan Agreement and all transactions arising from or relating to the financing contemplated by this Loan Agreement.

 

14Governing law and disputes

 

14.1This Loan Agreement shall be governed by and construed in accordance with the substantive laws of Sweden.

 

14.2Any dispute, controversy or claim arising out of or in connection with this Loan Agreement, or the breach, termination or invalidity thereof or any non-contractual obligations arising out of or in connection with this Loan Agreement, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be Swedish.

 

 

 

 

5

 

 

This Loan Agreement has been signed in two originals, of which the Parties have received one each.

 

NEONODE TECHNOLOGIES AB

 

Date:    
     
Place:    

 

     
Maria Ek   Ulf Mårtensson

 

   
Urban Forssell, CEO  

 

Cidro Förvaltning AB

 

Date:    
     
Place:    

 

   
Peter Lindell  

 

It is hereby confirmed that the disinterested members of the board of directors of the Company, acting on behalf of the Company, approve of the contents of this Loan Agreement and all transactions arising from or relating to the financing contemplated by this Loan Agreement.

 

Date:    
     
Place:    

 

   
Maria Ek, Company secretary of Neonode Inc.

 

 

6