EMAGIN CORPORATION 6% SENIOR SECURED CONVERTIBLE NOTE DUE 2007-2008Convertible Note • February 7th, 2008 • Emagin Corp • Semiconductors & related devices • New York
NOTE PURCHASE AGREEMENT dated as of July 21, 2006 by and between EMAGIN CORPORATION and [NAME OF INVESTOR] 6% SENIOR SECURED CONVERTIBLE NOTES DUE 2007-2008 AND COMMON STOCK PURCHASE WARRANTSNote Purchase Agreement • February 7th, 2008 • Emagin Corp • Semiconductors & related devices • New York
THIS NOTE PURCHASE AGREEMENT, dated as of July 21, 2006 (this “Agreement”), by and between eMagin Corporation, a Delaware corporation (the “Company”), with headquarters located at 10500 N.E. 8th Street, Suite 1400, Bellevue, Washington 98004, and [NAME OF BUYER] (the “Buyer”).
NEITHER THIS WARRANT NOR THE SECURITIES INTO WHICH THIS WARRANT IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORS OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE...Warrant Agreement • February 7th, 2008 • Emagin Corp • Semiconductors & related devices
EMAGIN CORPORATION, a Delaware corporation, hereby certifies that, for value received, ______________________ or registered assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company at any time or from time to time before 5:00 p.m., New York City time, on the Expiration Date (such capitalized term and all other capitalized terms used herein having the respective meanings provided herein), [BEFORE ISSUANCE INSERT AMOUNT OF SHARES EQUAL TO 70% OF THE NUMBER OF SHARES INITIALLY ISSUABLE UPON CONVERSION OF THE NOTE BEING ISSUED TO THE HOLDER OF THIS WARRANT, DETERMINED WITHOUT REGARD TO ANY LIMITATION ON CONVERSION] paid and nonassessable shares of Common Stock at a purchase price per share equal to the Purchase Price. The number of such shares of Common Stock and the Purchase Price are subject to adjustment as provided in this Warrant.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 7th, 2008 • Emagin Corp • Semiconductors & related devices • New York
LOCKBOX AGREEMENTLockbox Agreement • February 7th, 2008 • Emagin Corp • Semiconductors & related devices • New York
THIS LOCKBOX AGREEMENT, dated as of July 21, 2006 (this “Agreement”), by and between EMAGIN CORPORATION, a Delaware corporation (the “Company”), the bank or other financial institution which may become a party hereto in accordance with Section 25, as lockbox agent (the “Lockbox Agent”), and ALEXANDRA GLOBAL MASTER FUND LTD., a British Virgin Islands international business company (the “Collateral Agent”).
PATENT AND TRADEMARK SECURITY AGREEMENTPatent and Trademark Security Agreement • February 7th, 2008 • Emagin Corp • Semiconductors & related devices • New York
