Unassociated Document


    Exhibit
      10.53

     

    
 

    CONFIDENTIAL


    Empire
      Asset Management Company

    2 Rector
      Street, 15th Floor

    New
      York,
      NY 10006

    


     

     

    May
      12,
      2008

    


    


    Neonode,
      Inc.

    Biblioteksgatan
      11, 1st floor. 

    SE-111
      46
      Stockholm, Sweden

    


    
      	Attention:	
              Mr.
                Mikael Hagman,

            


    

    Chief
      Executive Officer

    


    Mr.
      Hagman:

    


    Reference
      is made to that certain letter agreement dated February 19, 2008 (the
“Engagement Letter”) between Empire Asset Management Company ("Empire") and
      Neonode, Inc., a Delaware corporation (“Neonode” or the “Company”) pursuant to
      which the Company engaged Empire to act as its financial advisor and exclusive
      placement agent during the Term. Capitalized terms used but not defined herein
      shall have the meanings ascribed to such terms in the Engagement Letter.


    


    This
      letter agreement shall serve to confirm the Company’s request and Empire’s
      acceptance to act as the Company’s financial advisor with respect to a
      transaction pursuant to which the Company shall offer (the “Warrant Offering”),
      for a period expiring May 15, 2008, subject to extension as may be agreed by
      the
      Company and Empire (the “Warrant Offering Term”), to holders (the
“Warrantholders”) of an aggregate of 5,614,453 warrants issued by the Company
      (the “Exercise Warrants”), each exercisable to purchase one share of the
      Company’s common stock, par value $0.01 per share (the “Common Stock”) at
      current exercise prices ranging from $2.83 to $16.65 per share (i) to reduce
      the
      exercise price per Exercise Warrant to the closing sale price per share of
      the
      Common Stock on May 14, 2008 plus $0.01, for those Warrantholders agreeing
      to
      exercise the Exercise Warrants for cash only (the “Exercise Warrantholders”) or
      (ii) to facilitate the transfer of Exercise Warrants by Warrantholders who
      do
      not wish to exercise all of such Exercise Warrants to third parties located
      by
      the Placement Agent (the “Transferee Warrantholders”), with such Transferee
      Warrantholders simultaneously exercising such Warrants for cash at the reduced
      exercise price. The specific terms of the Warrant Offering will be described
      in
      certain transaction documents and disclosure materials (collectively and as
      may
      be amended and supplemented, the “Disclosure Materials”) that the Company and
      Empire will negotiate in good faith prior to the commencement of the Warrant
      Offering. 

     

    The
      Warrant Offering (also referred to herein as the “Private Placement”) will be
      made in accordance with an exemption from the registration requirements of
      the
      Securities Act of 1933, as amended, and the rules and regulations promulgated
      thereunder (collectively, the “Act”) provided by Regulation D under the Act
      (“Regulation D”) and the qualification and registration requirements of
      applicable state and foreign securities or blue sky laws and regulations.
      Investors in the Private Placement will be persons who qualify as “accredited
      investors” under Regulation D. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    1.
      Engagement.
      Neonode
      hereby engages Empire during the Warrant Offering Term (as hereinafter defined)
      as its exclusive financial advisor with respect to the Private Placement. In
      such capacity, Empire will provide the Company with financial advice and
      assistance in connection with the Private Placement, which may include assisting
      the Company in planning the Private Placement, reviewing with the Company and
      its counsel all preliminary and final Disclosure Materials and subscription
      documents, and working with the Company in identifying potential Transferee
      Holders and using Empire’s reasonable efforts to assist in locating such
      Transferee Holders. Empire reserves the right to retain other properly licensed
      and registered broker-dealers to act as sub-agents on Empire’s behalf and to
      retain foreign representatives to act on Empire’s behalf for offers to
      non-United States persons (as defined for purposes of the Act). All documents
      to
      be used in the Private Placement, including, without limitation, the Disclosure
      Materials, will be reviewed by, and subject to the approval of, Empire and
      its
      counsel prior to their use in making offers or sales pursuant to the Warrant
      Offering. The Company will be responsible for updating, amending and
      supplementing the Disclosure Materials prior to the closing of the Private
      Placement as required by applicable laws. The Company represents and agrees
      that
      it will not during the Term, directly or indirectly, take any action to offer
      any of the securities for sale to, or solicit any offers to buy from, any person
      or persons otherwise than through Empire as its exclusive placement agent in
      connection with the Private Placement. In order to coordinate the efforts of
      Empire and the Company to most efficiently execute the Private Placement, the
      Company will promptly inform Empire of any inquiries received by the Company
      (or
      its directors, officers, employees, agents or shareholders) from a third party
      in respect of the Private Placement and will not initiate any discussions in
      respect of the Private Placement with such third party without first consulting
      with Empire. Neonode will furnish to Empire all documents and information
      regarding Neonode and its business, operations, financial matters and
      shareholders that Empire may reasonably request in connection with it services
      hereunder. Empire shall have no authority to bind Neonode to any specific terms
      of a Private Placement or other obligation and Neonode shall have the right
      to
      reject any proposed terms for a Private Placement or refuse to consummate the
      Private Placement without incurring any obligation to Empire except as provided
      in this agreement.

     

    2.
      Success
      Fee.
      The
      Company agrees to pay Empire as compensation for its services under this
      engagement, the following fees in connection with the Private
      Placement

    


     

    (a) a
      cash
      fee equal to 10% of the gross proceeds received at any closing of the Private
      Placement through the exercise of Exercise Warrants by Exercise Warrantholders
      and Transferee Warrantholders; and 

       

    (b) 5
      year
      warrants to purchase a number of shares of common stock equal to 10% of the
      gross number of shares (i) that are issued upon exercise of the Exercise
      Warrants at an exercise price equal to the reduced exercise price of said
      warrants and (ii) that are issuable upon exercise of any new warrants that
      are
      issued to Exercise Warrantholders and Transferee Warrantholders at an exercise
      price equal to the exercise price of the new warrants The foregoing warrants
      shall contain the same provisions (including, without limitation, anti-dilution
      protections and registration rights) that are applicable to the Exercise
      Warrants and new warrants, as the case may be. The foregoing warrants shall
      be
      issued to Empire and/or its designees. 

    


    Unless
      otherwise specified in this Agreement, compensation which is payable to Empire
      pursuant to this Agreement shall be paid by the Company to Empire upon the
      closing of the Private Placement.

    


    3.
      Intentionally
      Omitted.
       

      

       4.
      Expenses.
      Neonode
      shall bear all of its expenses in connection with the Private Placement. In
      addition, if the Private Placement is consummated, Empire will be entitled
      to
      withhold at the initial closing from the amount otherwise due to the Company
      a
      non-accountable expense allowance equal to Thirty Five Thousand Dollars
      ($35,000). Lastly, upon the reasonable determination by Empire that a FINRA
      Rule
      2710 filing is required in connection with the registration statement relating
      to the resale of the securities sold in the Private Placement, the Company
      will
      pay all filing fees, costs and reasonable legal fees in connection with such
      filing to be prepared by the Empire’s counsel. If the Private Placement is not
      consummated for any reason, Empire will be entitled, upon presentation of a
      written accounting therefor in reasonable detail, to prompt reimbursement of
      its
      actual, out-of-pocket expenses related to the Private Placement, including
      but
      not limited to fees and expenses of our legal counsel, travel expenses, and
      due
      diligence related expenditures. The provisions of this paragraph shall survive
      the closing and any termination of the Private Placement.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        

          CONFIDENTIAL

        

      

    

    5.
      Term.
      The
      term of this agreement (“Term”) shall commence on the date hereof and shall
      until expiration or termination of the Warrant Offering Term.
      In
      addition, upon consummation of the Warrant Offering, the term of the Engagement
      Letter shall automatically be extended for a one year period commencing upon
      the
      closing of the Warrant Offering. The foregoing proviso and the provisions of
      paragraphs 4, 7
      and 8
      and Exhibit A to this agreement shall survive any termination of this
      agreement.

    


    6. Further
      Representations and Covenants of Neonode.
      

    


    (a) The
      Company represents and agrees that (i) it has the corporate power and authority
      to enter into and perform this agreement and all corporate action necessary
      for
      the authorization, execution, delivery and performance of this Agreement has
      been taken, (ii) this agreement constitutes a legal, valid and binding
      obligation of Neonode enforceable in accordance with its terms, (iii) the
      execution and performance of this Agreement by the Company and the offer and
      sale of the securities in the Private Placement will not violate any provision
      of the Company’s charter or bylaws or any agreement or other instrument to which
      the Company is a party or by which it is bound and (iv) any necessary approvals,
      governmental and private, will be obtained by the Company before the closing
      of
      the Private Placement.

    


    (b)
       The
      Company represents and warrants that the Disclosure Materials will not contain
      any untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein or
      previously made, in light of the circumstances under which they made not
      misleading. The Company will advise Empire immediately of the occurrence of
      any
      event or any other change known to the Company which results in the Disclosure
      Materials containing an untrue statement of a material fact or omitting to
      state
      a material fact required to be stated therein or necessary to make the
      statements therein or previously made, in light of the circumstance under which
      they were made, not misleading. 

    


    (c) The
      Company acknowledges and agrees that Empire’s obligations to commence the
      Private Placement may be subject to execution of a Placement Agency Agreement
      on
      customary terms and incorporating the principal terms hereof. In the absence
      of
      such Placement Agency Agreement, the Company agrees that Empire may rely upon,
      and will be named as a third party beneficiary of, the representations and
      warranties, and applicable covenants, set forth in any subscription agreement
      or
      similar agreement that the Company executes with investors in the Private
      Placement. The Company will, at the closing of the Private Placement, furnish
      Empire with a favorable opinion of its outside counsel in form and substance
      reasonably acceptable to Empire and its legal counsel. In addition, at the
      closing of the Private Placement, the Company will provide Empire with the
      same
      certificates of the officers of the Company as are furnished to the investors
      and such other certification, opinions and documents as Empire or its counsel
      may deem appropriate, in form and substance satisfactory to Empire and its
      counsel.

    


    (d) The
      Company agrees to provide Empire with due diligence materials as we request
      or
      copies of due diligence materials which are provided to investors in the Private
      Placement. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        

          CONFIDENTIAL

        

      

       

    

    (e) The
      Company will file appropriate notices on Form D with the SEC, as well as all
      filings required to be made with respect to state and foreign securities or
      blue
      sky laws and regulations.

    


    (f) The
      Company will not, for a period of six months following the final closing date
      of
      the Private Placement, offer for sale or sell any securities unless, in the
      opinion of the Company’s counsel, concurred in by Empire’s counsel, such offer
      or sale does not jeopardize the availability of the exemptions from the
      registration and qualification requirements of the Act and state and foreign
      securities or blue sky laws and regulations with respect to the Private
      Placement, and the Company has not engaged in any such offering during the
      six
      months prior to the date of this Agreement.

    


    (g) In
      the
      event the Warrant Offering is consummated, and for so long as Empire elects,
      the
      Company agrees that it shall take, and shall cause its Board of Directors to
      take, all action within its powers to nominate two (2) representatives
      designated by Empire and/or significant Transferee Warrantholders (the “Director
      Designees”) as members of the Board of Directors, who shall be named at or
      promptly following the closing of the Warrant Offering. In the event that any
      Director Designee is unable to serve, or once having commenced to serve, is
      removed or withdraws from the Board of Directors (a “Withdrawing Director”), the
      Company agrees that it shall take, and shall cause its Board of Directors to
      take, all action within its powers to nominate or elect an individual designated
      by Empire and/or the Transferee Warrantholders as such Withdrawing Director’s
      replacement. In addition to the foregoing board designee rights, Empire shall
      have the right to send Robert Giannini (“Giannini”) to observe each meeting of
      the Board of Directors for a period of eighteen (18) months. The Company agrees
      to give Giannini notice of each such meeting (or copies of any consents in
      lieu
      of meetings) and to provide Giannini with an agenda and minutes of the meeting
      no later than it gives such notice and provides such items to the directors.
      In
      addition, as a board observer, Giannini shall be entitled to receive
      reimbursement for all reasonable costs incurred in attending such meetings
      including, but not limited to, food, lodging and transportation.

    


    (h) In
      the
      event the Warrant Offering is consummated, the Company and Empire will enter
      into a financial advisory agreement for a term of eighteen (18) months pursuant
      to which the Company will agree to pay Empire a monthly fee of $5,000 per month
      in consideration of the provision of regular and customary financial advisory
      services as are reasonably requested by the Company, provided that Empire shall
      not be required to undertake duties not reasonably within the scope of the
      financial advisory services in which it is generally engaged. 

    


    (i) Provided
      that such person(s) are bound by appropriate non disclosure agreements, the
      Company shall cause its management to be available for weekly telephone calls
      with Empire and/or significant Transferee Warrantholders to discuss current
      financial and business updates and the Company shall make financial information,
      product updates and any other substantive information available to such persons
      upon request.

    


    7. Indemnification.
      Neonode
      agrees to indemnify and hold harmless Empire in accordance with the agreement
      set forth on Exhibit A attached hereto, the term of which are specifically
      incorporated herein by reference. 

    


    8. Miscellaneous.

    


    (a)
      Governing Law; Jurisdiction. This agreement shall be governed by and construed
      under the laws of the State of New York, without giving effect to principles
      of
      conflict of laws. The parties agree that any dispute, claim or controversy
      directly or indirectly relating to or arising out of this Agreement, the
      termination or validity hereof, any alleged breach of this Agreement or the
      engagement contemplated hereby (any of the foregoing, a “Claim”) shall be
      submitted to JAMS, or its successor, in New York, for final and binding
      arbitration in front of a panel of three arbitrators with JAMS in New York,
      New
      York under the JAMS Comprehensive Arbitration Rules and Procedures (with each
      of
      Empire and the Company choosing one arbitrator, and the chosen arbitrators
      choosing the third arbitrator).  The arbitrators shall, in their award,
      allocate all of the costs of the arbitration, including the fees of the
      arbitrators and the reasonable attorneys’ fees of the prevailing party, against
      the party who did not prevail. The award in the arbitration shall be final
      and
      binding. The arbitration shall be governed by the Federal Arbitration Act,
      9
      U.S.C. Sec.1-16, and the judgment upon the award rendered by the arbitrators
      may
      be entered by any court having jurisdiction thereof.  The Company and
      Empire agree and consent to personal jurisdiction, service of process and venue
      in any federal or state court within the State and County of New York in
      connection with any action brought to enforce an award in
      arbitration.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        

          CONFIDENTIAL

        

      

       

    

    (b)
      Notices. Whenever notice is required to be given pursuant to this agreement,
      such notice shall be in writing and shall either be mailed by certified first
      class mail, postage prepaid, delivered personally, or sent by recognized
      overnight courier, addressed to the parties at the respective addresses set
      forth above. Notice shall be deemed given, if sent by mail, on the third day
      after deposit in a United States post office receptacle, or if delivered
      personally or by courier, upon receipt. Any party may change such address by
      like notice.

    


    (c)
      Entire Agreement; Binding Effect. This agreement, together with the Engagement
      Letter (which continues in full force and effect in accordance with its terms
      except to the extent specifically amended herein), constitutes the entire
      agreement between
      Neonode
      and Empire with respect to the subject matter hereof and supersedes and cancels
      any other agreements, oral or written, with respect thereto. This agreement
      may
      not be assigned by either party without the prior written consent of the other
      party. This agreement shall be binding on the parties and their respective
      successors and permitted assigns. 

    


    (d)
      No
      Commitment. The execution of this Agreement does not constitute a commitment
      by
      Empire or the Company to consummate any transaction contemplated hereunder
      and
      does not ensure the successful placement of securities of the Company or the
      success of Empire with respect to securing any financing on behalf of the
      Company. No promises or representations have been made except as expressly
      set
      forth in this agreement and the parties have not relied on any promises or
      representations except as expressly set forth in this agreement. 

    


    (e)
      Other
      Services. In the event that other services are required and/or transactions
      which are the result of Empire’s efforts that are not as contemplated herein,
      the parties hereto shall negotiate in good faith to determine a mutually
      acceptable level of compensation in such an eventuality.

    


    (f)
      Severability. If any provision of this Agreement is determined to be invalid
      or
      unenforceable in any respect, then such determination will not affect such
      provision in any other respect or any other provision of this Agreement, which
      will remain in full force and effect. No material provision of this agreement
      shall be deemed waived and no breach excused, unless such waiver or consent
      excusing the breach shall be in writing and signed by the party to be charged
      with such waiver or consent.

    


    (g) Independent
      Contractor. In carrying out its responsibilities under this letter, the parties
      agree that Empire shall be an independent contractor with complete supervision
      and control over its own activities, and shall have no right or authority to
      assume or create any obligation on behalf of the Company and Empire’s engagement
      by the Company shall not create any partnership, joint venture or similar
      business relationship between the Company and Empire. Empire shall have no
      restrictions on its ability to provide services to companies other than the
      Company, except as stated herein. Empire
      shall be under no obligation hereunder to make an independent appraisal of
      assets or investigation or inquiry as to any information regarding, or any
      representations of, the Company and shall have no liability hereunder in regard
      thereto.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        

          CONFIDENTIAL

        

      

       

    

    (h) Advice
      Given; Public Announcements. The Company agrees that all advice given by Empire
      n connection with its engagement hereunder is for the benefit and use of the
      Company in considering the Private Placement to which such advice relates,
      and
      the Company agrees that no such advice shall be used for any other purpose
      or be
      disclosed, reproduced, disseminated, quoted or referred to at any time, in
      any
      manner or for any purpose, nor shall any public references to Empire be made
      by
      or on behalf of the Company, in each case without Empire’s prior written
      consent, which consent shall not be unreasonably withheld. 

    


    (i)
      Counterparts. This Agreement may be executed in one or more counterparts, all
      of
      which when taken together shall be considered one and the same agreement and
      shall become effective when counterparts have been signed by each party and
      delivered to the other party, it being understood that both parties need not
      sign the same counterpart.  In the event that any signature is delivered by
      facsimile transmission or by e-mail delivery of a “.pdf” format data file, such
      signature shall create a valid and binding obligation of the party executing
      (or
      on whose behalf such signature is executed) with the same force and effect
      as if
      such facsimile or “.pdf” signature page were an original thereof.

    


       Please
      confirm your agreement to the foregoing below whereupon this letter shall
      constitute a binding agreement between us.

    


     

    
      	 	
              Very
                truly yours,

            
	 	 	 
	 	
              EMPIRE
                ASSET MANAGEMENT COMPANY

            
	 	 	 
	 	 	 
	 	
              By:

            	
              
                /s/
                  Gregg Zeoli      

              

            
	 	
               

            	
              Gregg
                Zeoli

            
	 	
               

            	
              President
                & CEO

            


    

    
 

    
      	
              Confirmed
                and agreed to:

            	 
	 	 	 
	
              NEONODE,
                INC.

            	 
	 	 	 
	 	 	 
	
              By:

            	
              /s/
                Mikael Hagman

            	 
	 	
              Mikael
                Hagman

            	 
	 	
              Chief
                Executive Officer

            	 


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
          CONFIDENTIAL

        

      

    

     

    EXHIBIT
      A

    


    


    May
      12,
      2008

    


    


    Empire
      Asset Management Company

    2 Rector
      Street, 15th Floor

    New
      York,
      NY 10006

     

    Gentlemen:

    


    In
      connection with our engagement of Empire Asset Management Company ("Empire")
      as
      our financial advisor, we hereby agree to indemnify and hold harmless Empire
      and
      its affiliates, and the respective controlling persons, directors, officers,
      shareholders, agents (including sub-agents) and employees of any of the
      foregoing (collectively the "Indemnified Persons"), from and against any and
      all
      claims, actions, suits, proceedings, damages, liabilities and expenses incurred
      by any of them (including the reasonable fees and expenses of counsel),
      (collectively a "Claim"), which are related to or arise out of (i) any actions
      taken or omitted to be taken by us, (ii) any actions taken or omitted to be
      taken by any Indemnified Person in connection with Empire's engagement or
      services on our behalf, or (iii) any material misstatement or alleged
      misstatement, or omission or alleged omission to state a material fact required
      to be stated or necessary to make the statements made in light of the
      circumstances not misleading, in any materials disseminated or filed by us
      or by
      another party to a Private Placement ((i), (ii) and (iii) are collectively
      referred to as the “Matters”), and we shall reimburse any Indemnified Person for
      all expenses (including the reasonable fees and expenses of counsel) incurred by
      such Indemnified Person in connection with investigating, preparing or defending
      any such claim, action, suit or proceeding, whether or not in connection with
      pending or threatened litigation in which any Indemnified Person is a party.
      We
      will not, however, be responsible to any Indemnified Person for any Claim which
      is finally judicially determined to have resulted from the gross negligence
      or
      willful misconduct of such Indemnified Person. 

    


    We
      also
      agree that no Indemnified Person shall have any liability (whether direct or
      indirect, in contract or tort or otherwise) to us or our security holders or
      creditors related to, arising out of, or in connection with, any Matters, the
      engagement of Empire pursuant to, or the performance by Empire of the services
      contemplated by, our engagement letter, except to the extent any loss, claim,
      damage or liability if found in a final judgment by a court of competent
      jurisdiction to have resulted from Empire’s gross negligence
      or willful misconduct. 

    


    We
      further agree that we will not, without the prior written consent of Empire,
      settle, compromise or consent to the entry of any judgment in any pending or
      threatened Claim in respect of which indemnification may be sought hereunder
      (whether or not any Indemnified Person is an actual or potential party to such
      Claim), unless such settlement, compromise or consent includes an unconditional,
      irrevocable release of each Indemnified Person hereunder from any and all
      liability arising out of such Claim.

    


    Promptly
      upon receipt by an Indemnified Person of notice of any complaint or the
      assertion or institution of any Claim with respect to which indemnification
      is
      being sought hereunder, such Indemnified Person shall notify us in writing
      of
      such complaint or of such assertion or institution but failure to so notify
      us
      shall not relieve us from any obligation we may have hereunder, unless and
      only
      to the extent such failure results in the forfeiture by us of substantial rights
      and defenses. If we so elect or are requested by such Indemnified Person, we
      will assume the defense of such Claim, including the employment of counsel
      reasonably satisfactory to such Indemnified Person and the payment of the fees
      and expenses of such counsel. In the event, however, that legal counsel to
      such
      Indemnified Person reasonably concludes and provides written correspondence
      to
      us, that having common counsel would present such counsel with a conflict of
      interest or if the defendant in, or target of, any such Claim, includes an
      Indemnified Person and us, and legal counsel to such Indemnified Person
      reasonably concludes that there may be legal defenses available to it or other
      Indemnified Persons different from or in addition to those available to us,
      then
      such Indemnified Person may employ its own separate counsel to represent or
      defend it in any such Claim and we shall pay the reasonable fees and expenses
      of
      such counsel. Notwithstanding anything herein to the contrary, if we fail timely
      or diligently to defend, contest, or otherwise protect against any Claim, the
      Indemnified Party shall have the right, but not the obligation, to defend,
      contest, compromise, settle, assert crossclaims or counterclaims or otherwise
      protect against the same, and shall be fully indemnified by us therefor,
      including without limitation, for the reasonable fees and expenses of its
      counsel and all amounts paid as a result of such Claim or the compromise or
      settlement thereof. In any Claim in which we assume the defense, the Indemnified
      Person shall have the right to participate in such Claim and to retain its
      own
      counsel at its own expense.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    We
      agree
      that if any indemnity sought by an Indemnified Person hereunder is unavailable
      for any reason then (whether or not Empire is the Indemnified Person), we and
      Empire shall contribute to the Claim for which such indemnity is held
      unavailable in such proportion as is appropriate to reflect the relative
      benefits to us, on the one hand, and Empire on the other, in connection with
      Empire 's engagement referred to above, subject to the limitation that in no
      event shall the amount of Empire 's contribution to such Claim exceed the amount
      of fees actually received by Empire from us pursuant to Empire 's engagement.
      We
      hereby agree that the relative benefits to us, on the one hand, and Empire
      on
      the other, with respect to Empire 's engagement shall be deemed to be in the
      same proportion as (a) the total value paid or proposed to be paid or received
      by us pursuant to the Private Placement for which Empire is engaged to render
      services bears to (b) the fee paid or proposed to be paid to Empire in
      connection with such engagement.

    


    Our
      indemnity, reimbursement and contribution obligations under this Agreement
      shall
      be in addition to, and shall in no way limit or otherwise adversely affect
      any
      rights that any Indemnified Party may have at law or at equity.

      

    The
      provisions of this Agreement shall remain in full force and effect following
      the
      completion or termination of Empire's engagement.

    


    
      	
              Very
                truly yours,

            	 
	 	 	 
	
              NEONODE,
                INC.

            	 
	 	 	 
	 	 	 
	
              By:

            	
                
                

            	 
	 	
              Mikael
                Hagman 

            	 
	 	
              Chief
                Executive Officer

            	 


    

    


    
      	
              EMPIRE
                ASSET MANAGEMENT COMPANY.

            	 
	 	 	 
	 	 	 
	
              By:

            	
                  
                

            	 
	 	
              Gregg
                Zeoli 

            	 
	 	
              President
                & CEO