SECURED CONVERTIBLE REVOLVING LOAN NOTE
Exhibit
10.3
Up
to
$2,500,000
Dated:
August 7, 2007
FOR
VALUE
RECEIVED, the undersigned, EMAGIN
CORPORATION,
a
Delaware corporation, with its principal place of business located at 00000
X.X.
8th
Street,
Suite 0000 Xxxxxxxx, Xxxxxxxxxx 00000 (“eMagin”
and
“Borrower”)
promises to pay to the order of MORIAH
CAPITAL, L.P., a
Delaware limited partnership with offices at 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000, and its successors and assigns (“Lender”),
on or
before the Maturity Date, the principal sum of up to Two Million Five Hundred
Thousand Dollars ($2,500,000) in accordance with the Loan and Security
Agreement, of even date herewith, entered into by and between Xxxxxxxx and
Lender (as amended from time to time, the “Agreement”).
Capitalized terms used herein and not defined herein shall have their respective
meanings as set forth in the Agreement.
INTEREST;
DUE DATE:
Interest shall be due and payable as provided in the Agreement. The Loan and
all
other Indebtedness evidenced hereby not paid before the Maturity Date shall
be
due and payable on the Maturity Date.
MAXIMUM
RATE OF INTEREST:
It is
intended that the rate of interest herein shall never exceed the maximum rate,
if any, which may be legally charged on the Loans evidenced by this Note (the
“Maximum
Rate”),
and
if the provisions for interest contained in this Note would result in a rate
higher than the Maximum Rate, interest shall nevertheless be limited to the
Maximum Rate, and any amounts which may be paid toward interest in excess of
the
Maximum Rate shall be applied to the reduction of principal, or, at the option
of Lender, returned to Borrower.
PLACE
OF PAYMENT:
All
payments hereon shall be made, and all notices to Lender required or authorized
hereby shall be given, at the office of Lender at the address designated in
the
Agreement, or to such other place as Lender may from time to time direct by
written notice to Xxxxxxxx.
APPLICATION
OF PAYMENTS:
All
payments received hereunder shall be applied in accordance with the provisions
of the Agreement.
PAYMENT
AND COLLECTION:
All
amounts payable hereunder are payable by check or wire transfer in immediately
available funds to the account number specified by Xxxxxx, in lawful money
of
the United States. Xxxxxxxx agrees to perform and comply with each of the
covenants, conditions, provisions and agreements contained in every instrument
now evidencing or securing said Indebtedness.
SECURITY:
This
Note is issued pursuant to the Agreement and is secured by a pledge of the
Collateral as described in the Loan Documents. Notwithstanding the pledge of
the
Collateral described above, Borrower hereby acknowledges, admits and agrees
that
Xxxxxxxx’s obligations under this Note are recourse obligations of Borrower to
which Borrower pledges its full faith and credit.
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DEFAULTS:
Upon
the happening of an Event of Default, Lender shall have all of the rights and
remedies set forth in the Agreement.
The
failure to exercise any of the rights and remedies set forth in the Agreement
shall not constitute a waiver of the right to exercise the same or any other
option at any subsequent time in respect of the same event or any other event.
The acceptance by Lender of any payment which is less than payment in full
of
all amounts due and payable at the time of such payment shall not constitute
a
waiver of the right to exercise any of the foregoing rights and remedies at
that
time or at any subsequent time or nullify any prior exercise of any such rights
or remedies without the express consent of Lender, except as and to the extent
otherwise provided by law.
WAIVERS:
Borrower waives diligence, presentment, protest and demand and also notice
of
protest, demand, dishonor and nonpayment of this Note.
TERMINOLOGY:
Any
reference herein to Lender shall be deemed to include and apply to every
subsequent holder of this Note. Any reference herein to Borrower shall mean
eMagin and any of its Subsidiaries that may be bound under any of the Loan
Documents.
AGREEMENT:
Reference is made to the Agreement for provisions as to the Loan, rates of
interest, Collateral, acceleration and release matters. If there is any conflict
between the terms of this Note and the terms of the Agreement, the terms of
the
Agreement shall control.
APPLICABLE
LAW:
This
Note shall be governed by and construed and interpreted in accordance under
the
laws of the State of New York, the laws of which Borrower hereby expressly
elects to apply to this Note, without giving effect to provisions for choice
of
law thereunder. Borrowers agree that any action or proceeding brought to enforce
or arising out of this Note shall be commenced in accordance with the provisions
of the Agreement.
SIGNATURE
PAGE TO FOLLOW
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IN
WITNESS WHEREOF,
this
Secured Convertible Revolving Loan Note has been duly executed and delivered
as
of the day and year first above written.
| EMAGIN CORPORATION | |||
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|
By:
|
/s/ X.X. Xxxx | |
|
Name:
X.X. Xxxx
|
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Title: Interim
CEO
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