AGREEMENT AND PLAN OF MERGER by and among Samsung Display Co., Ltd., Emerald Intermediate, Inc., Emerald Merger Sub, Inc. and eMagin Corporation dated as of May 17, 2023Merger Agreement • May 17th, 2023 • Emagin Corp • Semiconductors & related devices • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of May 17, 2023, is entered into by and among Samsung Display Co., Ltd., a Korean corporation (“Parent”), Emerald Intermediate, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Silk USA”) and Emerald Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Silk USA (“Merger Sub”) and eMagin Corporation, a Delaware corporation (the “Company”). Each of Parent, Silk USA, Merger Sub and the Company are referred to herein as a “Party” and together as “Parties.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section 9.01.
SUPPORT AGREEMENTSupport Agreement • May 17th, 2023 • Emagin Corp • Semiconductors & related devices • Delaware
SUPPORT AGREEMENT, dated as of May 17, 2023 (this “Support Agreement”), among Samsung Display Co., Ltd., a Korean corporation (“Parent”), and the undersigned stockholders of eMagin Corporation, a Delaware corporation (the “Company”), listed on the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 17th, 2023 • Emagin Corp • Semiconductors & related devices • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”), dated as of May 17, 2023 (the “Effective Date”), among EMERALD INTERMEDIATE, INC., a Delaware corporation (“Lender”), SAMSUNG DISPLAY CO., LTD., a Korean corporation (“Parent”), and EMAGIN CORPORATION, a Delaware corporation (“Borrower”), provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender. The parties agree as follows:
