ex1086.htm


    Exhibit
10.86


      POST-CLOSING AGREEMENT

      


      POST-CLOSING AGREEMENT ("Agreement") dated
this 7th day of
August, 2007, with respect to the Loan and Security Agreement, dated this 7th
day of August, 2007 ("Loan Agreement") by
and between EMAGIN
CORPORATION, a Delaware corporation,
with its principal place of business located at 10500 N.E. 8th Street,
Suite 1400, Bellevue, Washington 98004 ("Borrower"), and MORIAH CAPITAL, L.P., a
Delaware limited partnership with offices at 685 Fifth Avenue, New York, New
York 10022 ("Lender").  Capitalized
terms used but not defined herein have the meanings given to them in the Loan
Agreement.

      


      R E C I T A L
S:

      


      WHEREAS, the parties have entered
into the Loan Agreement on the date hereof, and

      


      WHEREAS, to facilitate the closing of
the transactions contemplated by the Loan Agreement, Lender has entered into the
Loan Agreement in reliance on Borrower�s undertaking to satisfy the conditions
set forth herein; and

      


      WHEREAS, Borrower has agreed to
satisfy the conditions set forth herein within the time periods set forth
herein;

      


      NOW, THEREFORE, the parties agree as
follows:

      


      1) Landlord
Agreements.  Within thirty (30) days of the date hereof,
Borrower shall provide Lender with (a) that certain landlord agreement in the
form attached hereto executed by Borrower, CapGemeni U.S. LLC, and Bellevue
Place Office Building Limited Partnership and (b) that certain landlord
agreement in the form attached hereto executed by Borrower and International
Business Machines Corporation.

      


      2) Intellectual Property
Security and Pledge Agreements  Within ten (10) Business Days
of being provided with patent and trademark security and pledge agreements in
form and substance not inconsistent with the existing security and pledge
agreements executed by Borrower in favor of Alexandra Global Master Fund Ltd.
(with the sole exception that such agreements shall be subordinate to the
existing assignment agreements executed by Borrower in favor of Alexandra Global
Master Fund Ltd.), Borrower shall execute and deliver such agreements to
Lender.

      


      3) Lockbox
Agreement.  Within thirty (30) days of the date hereof,
Borrower shall provide Lender with that certain lockbox agreement substantially
in the form attached hereto executed by Borrower and HSBC Bank USA, National
Association.

      


      4) Event of Default; No Other
Waiver; Counterparts.  Borrower's failure to timely comply with
any of the foregoing covenants shall constitute an Event of Default under the
Loan Agreement.  Except as expressly set forth herein, nothing
contained herein shall act as a waiver or excuse of performance of any
Obligations.  This Agreement may be executed in counterparts,
including facsimile or electronic signature, each of which when so executed,
shall be deemed an original, but all of which shall constitute but one and the
same instrument.

       

      
        
          
          

        

        
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      IN WITNESS WHEREOF, this
Post-Closing Agreement has been duly executed as of the day and year first above
written.

       

       

      
        
          	 	EMAGIN
    CORPORATION	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


        

      

       

      
        
          
            	 	MORIAH CAPITAL
      L.P.	 
	 	 	 	 
	
                     

                  	
                    By:
      

                  	Moriah Capital Management,
      L.P.,	 
	 	 	
                    General
      Partner

                  	 
	 	 	 	 
	 	 	 	 


          

        

         

        
          
            
              
                	 	 	 
	 	 	 	 
	
                         

                      	
                        By:
      

                      	Moriah Capital Management, GP,
      LLC,	 
	 	 	
                        General
      Partner

                      	 
	 	 	 	 


              

            

             

          

        

      

      
        
          	 	 	 
	 	 	 	 
	
                   

                	
                  By:
      

                	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	 	 


        

      

       

       

       

       

       

       

       

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