ex1051.htm


    
      
      

      Exhibit
10.51

       

       

      
        	 	 	 	  

                Annex
      IX

                to

                Note
      Purchase

                Agreement

              


      

       

      LOCKUP
AGREEMENT

       

       

      July __,
2006

      To:
eMagin Corporation

      and the
Buyers Parties to the Note Purchase

      Agreements
Referred to Below

      Re:
eMagin Corporation Note Purchase Agreements

      Dear Sir
or Madam:

       

       

      Reference
is made to the several Note Purchase Agreements, dated as of the date hereof, by
and between eMagin Corporation, a Delaware corporation (the "Company"), and the
respective buyers who are parties thereto and hereto (each, a "Buyer" and
collectively, the "Buyers"), and any successors and assigns thereto (the "Note
Purchase Agreements"). Capitalized terms used herein and not otherwise defined
herein shall have the respective meanings assigned to such terms in the
Agreements.

       

      The
undersigned stockholder (the "Stockholder") of the Company understands that it
is a condition precedent to the several obligations of the Buyers to purchase
their respective Notes and Warrants pursuant to the Note Purchase Agreements
that the Stockholder shall have executed and delivered this Agreement to the
Buyers and the Company. Pursuant to a Note Purchase Agreement, the Stockholder
is purchasing a 6% Senior Secured Convertible Note due 2007-2008 of the Company
in the aggregate principal amount of $40,000.00 (the Note") and a Warrant to
purchaseshares of Common Stock (the "Warrant"). The Note, the Warrant and the
shares of Common Stock issuable upon conversion of the Note and upon exercise of
the Warrant are collectively referred to herein as the
"Securities".

       

      The
Stockholder hereby agrees that, except for transfers occurring upon the death of
Stockholder and except for intra-family transfers or transfers to trusts for
estate planning purposes (provided that in each such case, the transferee first
agrees to become bound by the provisions of this letter agreement), the
Stockholder will not, directly or indirectly, offer, sell, pledge, contract to
sell, grant any option for the sale of, transfer or otherwise dispose of: yle
Securities or any interest therein for a period beginning on the date of this
letter agreement and ending on January , 2008. Notwithstanding the foregoing,
(A) this letter agreement and the obligations hereunder shall terminate and be
of no further force and effect upon the date of consummation of a sale of all or
substantially all of the assets of the Company and (B) the Stockholder may sell
shares of Common Stock issued upon conversion of the Note or upon exercise of
the Warrant in accordance with the following schedule:

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      
        	
                Period

              	
                Number
      of Shares

              
	
                Prior
      to December 31, 2006

              	
                NONE

              
	
                After
      December 31, 2006

              	
                Up
      to 50,000 shares of Common Stock in each fiscal quarter of the Company
      (such number of shares subject to equitable adjustments for stock splits,
      stock dividends, combinations, capital reorganizations and similar events
      relating to the Common Stock occurring after the date of this
      Agreement)

              


      

       

      The
Company hereby agrees to notify its transfer agent of the provisions of this
letter agreement. The Stockholder acknowledges and agrees that the Company may
enter a stop transfer order with its transfer agent prohibiting transfer of the
Securities, except in compliance with the requirements of this letter
agreement.

       

      This
letter agreement may be executed in any number of counterparts, all of which
shall together constitute one and the same instrument. This letter agreement
shall be governed by and construed in accordance with the laws of the State of
New York. In the event of the invalidity or unenforceability of any part or
provision of this letter agreement, such invalidity or unenforceability shall
not affect the validity or enforceability of any other part or provision of this
letter agreement.

       

      Please
indicate your agreement with the terms of this letter by signing and returning
to the undersigned a copy hereof.

       

      
        	 
      	 
      	
                Very
      truly yours,

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	
                /s/

              	 
      
	 
      	 
      	
                John
      Atherly

              	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

       

      Accepted
and Agreed as of the above date.

       

       

      EMAGIN
CORPORATION

       

      
        	
                By:

              	 
      	 
      
	 
      	
                Name:

              	 
      
	 
      	
                Title: