ex1087.htm


    Exhibit
10.87

     

     

    
 

    REGISTRATION
RIGHTS AGREEMENT

     

    This
Registration Rights Agreement (this “Agreement”) is made
and entered into as of August 7, 2007, by and between eMagin Corporation, a
Delaware corporation (the “Company”), and Moriah
Capital, L.P. (the “Lender”).

     

    This
Agreement is made pursuant to the Securities Issuance Agreement, dated as of the
date hereof, by and between the Lender and the Company (as amended, modified or
supplemented from time to time, the “Securities Issuance
Agreement”), and pursuant to the Loan and Security Agreement (the “Loan Agreement”)
referred to therein.

     

    The
Company and the Lender hereby agree as follows:

     

    1. Definitions.  Capitalized
terms used and not otherwise defined herein that are defined in the Securities
Issuance Agreement, shall have the meanings given such terms in the Securities
Issuance Agreement.  Capitalized terms not defined herein or in the
Securities Issuance Agreement shall have the meaning set forth in the Loan
Agreement.  As used in this Agreement, the following terms shall have
the following meanings:

     

    “Commission” means the
Securities and Exchange Commission.

    


    “Common Stock” means
shares of the Company’s common stock, par value $0.001 per share.

    


    “Effectiveness Date”
means, with respect to the Registration Statement required to be filed
hereunder, a date no later than one hundred and twenty (120) days following the
date hereof.

    


    “Effectiveness Period”
shall have the meaning set forth in Section
2(a).

    


    “Exchange Act” means
the Securities Exchange Act of 1934, as amended, and any successor
statute.

    


    “Filing Date” means
with respect to the Registration Statement required to be filed hereunder, a
date no later than thirty (30) days following the date hereof.

    


    “Holder” or “Holders” means the
Lender or any of its affiliates or transferees to the extent any of them hold
Registrable Securities.

    


    “Indemnified Party”
shall have the meaning set forth in Section
5(c).

    


    “Indemnifying
Party” shall
have the meaning set forth in Section
5(c).

    


    “Note” shall have the
meaning set forth in the Securities Issuance Agreement.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    “Proceeding” means an
action, claim, suit, investigation or proceeding (including, without limitation,
an investigation or partial proceeding, such as a deposition), whether commenced
or threatened.

    


    “Prospectus” means the
prospectus included in the Registration Statement (including, without
limitation, a prospectus that includes any information previously omitted from a
prospectus filed as part of an effective registration statement in reliance upon
Rule 430A promulgated under the Securities Act), as amended or supplemented by
any prospectus supplement, with respect to the terms of the offering of any
portion of the Registrable Securities covered by the Registration Statement, and
all amendments and supplements to the Prospectus, including post-effective
amendments, and all material incorporated by reference or deemed to be
incorporated by reference in such Prospectus.

    


    “Registrable
Securities” means the shares of Common Stock (i) issued to the Lender
pursuant to the Stock Issuance Agreement (including shares to be
issued to the Lender on the date hereof and shares to be issued to the Lender
upon an extension of the original term of the Loan Agreement, if so extended),
and (ii) issuable upon the conversion of the Note.

    


    “Registration
Statement” means each registration statement required to be filed
hereunder, including the Prospectus, amendments and supplements to such
registration statement or Prospectus, including pre- and post-effective
amendments, all exhibits thereto, and all material incorporated by reference or
deemed to be incorporated by reference in such registration
statement.

    


    “Rule 144” means Rule
144 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

    


    “Rule 415” means Rule
415 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same effect as such
Rule.

    


    “Securities Act” means
the Securities Act of 1933, as amended, and any successor statute.

    


    “Securities Issuance
Agreement” shall have the meaning provided above.

    


    “Trading Market” means
any of the OTC Bulletin Board, NASDAQ Capital Market, the Nasdaq National
Market, the American Stock Exchange or the New York Stock Exchange.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    2. Registration.

     

    (a) On or
prior to the applicable Filing Date, the Company shall prepare and file with the
Commission a Registration Statement covering the Registrable
Securities  for an offering to be made on a continuous basis pursuant
to Rule 415.  The Company shall use good faith efforts to include the
Registrable Securities in the Company’s Registration Statement on Form S-1 as
filed with the Commission on July 25, 2007. If such inclusion is not permitted
by the selling security holders thereunder, or is otherwise impractical, then
the Registrable Securities shall be included in the Company’s next succeeding
registration statement.   The Registration Statement shall be on
Form S-1 or SB-2.  The Company shall cause such Registration Statement
to become effective and remain effective as provided herein.  The
Company shall use its reasonable commercial efforts to cause such Registration
Statement to be declared effective under the Securities Act as promptly as
possible after the filing thereof, but in any event no later
than the Effectiveness Date.  The Company shall use its reasonable
commercial efforts to keep such Registration Statement continuously effective
under the Securities Act until the date which is the earlier date of when (i)
all Registrable Securities have been sold or (ii) all Registrable Securities may
be sold immediately without registration under the Securities Act and without
volume restrictions pursuant to Rule 144(k), as determined by the counsel to the
Company pursuant to a written opinion letter to such effect, addressed and
acceptable to the Company’s transfer agent and the affected Holders
(the  “Effectiveness
Period”).  Notwithstanding anything contained herein to the
contrary, in the event that the Commission limits the amount of Registrable
Securities that may be sold by selling security holders in a particular
Registration Statement, or the Commission takes the position that the all or a
portion of the Registrable Securities cannot be registered, the Company may
exclude from such registration statement the minimum number of Registrable
Securities on behalf of the Lender as is necessary to comply with such
limitation by the Commission. In such event the Company shall give the Lender
prompt notice of the number of the Registrable Securities so
excluded. Further, and in addition to the foregoing, the Company will not
be liable for payment of any damages or penalties for any delay in registration
of the Registrable Securities in the event that such delay is due to the fact
that the SEC has limited the amount of Registrable Securities that may be
included and sold by selling security holders in the Registration Statement
pursuant to Rule 415 promulgated under the 1933 Act or any other
basis.

     

    (c)           Within
3 business days of the Effectiveness Date, the Company shall cause its counsel
to issue a blanket opinion in the form attached hereto as Exhibit A, to the
transfer agent stating that the shares are subject to an effective registration
statement and can be reissued free of restrictive legend upon notice of a sale
by the Lender and confirmation by the Lender that it has complied with the
prospectus delivery requirements, provided that the Company has not advised the
transfer agent orally or in writing that the opinion has been withdrawn. Copies
of the blanket opinion required by this Section 2(c) shall be
delivered to the Lender within the time frame set forth above.

    


     

    3. Registration
Procedures.  If and whenever the Company is required by the
provisions hereof to effect the registration of any Registrable Securities under
the Securities Act, the Company will, as expeditiously as possible:

     

    (a) prepare
and file with the Commission the Registration Statement with respect to such
Registrable Securities, respond as promptly as possible to any comments received
from the Commission, and use its best efforts to cause the Registration
Statement to become and remain effective for the Effectiveness Period with
respect thereto, and promptly provide to the Lender copies of all filings and
correspondence relating thereto;

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (b) prepare
and file with the Commission such amendments and supplements to the Registration
Statement and the Prospectus used in connection therewith as may be necessary to
comply with the provisions of the Securities Act with respect to the disposition
of all Registrable Securities covered by the Registration Statement and to keep
such Registration Statement effective until the expiration of the Effectiveness
Period;

     

    (c) furnish
to the Lender such number of copies of the Registration Statement and the
Prospectus included therein (including each preliminary Prospectus) as the
Lender may reasonably request to facilitate the public sale or disposition of
the Registrable Securities covered by the Registration Statement;

     

    (d) use its
commercially reasonable efforts to register or qualify the Lender’s Registrable
Securities covered by the Registration Statement under the securities or “blue
sky” laws of such jurisdictions within the United States as the Lender may
reasonably request, provided, however, that the Company shall not for any such
purpose be required to qualify generally to transact business as a foreign
corporation in any jurisdiction where it is not so qualified or to consent to
general service of process in any such jurisdiction;

     

    (e) list the
Registrable Securities covered by the Registration Statement with any securities
exchange/Trading Market on which the Common Stock of the Company is then
listed;

     

    (f) immediately
notify the Lender, at any time when a Prospectus relating thereto is required to
be delivered under the Securities Act, of the happening of any event of which
the Company has knowledge, or has reason to know, as a result of which the
Prospectus contained in such Registration Statement, as then in effect, includes
an untrue statement of a material fact or omits to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading in light of the circumstances then existing; and

     

    (g) make
available for inspection by the Lender and any attorney, accountant or other
representative retained by the Lender, all publicly available, non-confidential
financial and other records, pertinent corporate documents and properties of the
Company, and cause the Company’s officers, directors and employees to supply all
publicly available, non-confidential information reasonably requested by the
attorney, accountant or representative of the Lender.

     

    4. Registration
Expenses.  All expenses relating to the Company’s compliance
with Sections 2 and
3 hereof, including, without limitation, all registration and filing
fees, printing expenses, counsel fees and disbursements and independent public
accountants for the Company, fees and expenses incurred in connection with
complying with state securities or “blue sky” laws, fees of any Trading Market,
transfer taxes, fees of transfer agents and registrars, fees of, and
disbursements incurred by, one counsel for the Holders to the extent such
counsel is required due to Company’s failure to meet any of its obligations
hereunder, are called “Registration
Expenses.” All selling commissions applicable to the sale of Registrable
Securities, including, without limitation, any fees and disbursements of any
special counsel to the Holders beyond those included in Registration Expenses,
are called “Selling
Expenses.”  The Company shall only be responsible for all
Registration Expenses.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    5. Indemnification.

     

    (a) In the
event of a registration of any Registrable Securities under the Securities Act
pursuant to this Agreement, the Company will indemnify and hold harmless the
Lender, and its officers, directors, partners, managers and members and each
other person or entity, if any, who controls the Lender within the meaning of
the Securities Act, against any losses, claims, damages or liabilities, joint or
several, to which the Lender, or such persons or entities may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or Proceedings in respect thereof) arising out of or are based
upon any Registration Statement under which such Registrable Securities were
registered under the Securities Act pursuant to this Agreement, any preliminary
Prospectus or final Prospectus contained therein, or any amendment or supplement
thereof, or arise out of or are based upon any document, information or material
in connection therewith, and will reimburse the Lender, and each such person or
entity for any and all reasonable legal or other expenses incurred by them in
connection with investigating or defending any such loss, claim, damage,
liability or proceedings; provided, however, that the Company will not be liable
in any such case if and to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission so made in conformity with information
furnished by or on behalf of the Lender or any such person or entity in writing
specifically for use in any such document.

     

    (b) In the
event of a registration of the Registrable Securities under the Securities Act
pursuant to this Agreement, the Lender will indemnify and hold harmless the
Company, and its officers, directors and each other person, if any, who controls
the Company within the meaning of the Securities Act, against all losses,
claims, damages or liabilities, joint or several, to which the Company or such
persons may become subject under the Securities Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue statement
of any material fact which was furnished in writing by the Lender to the Company
expressly for use in (and such information is contained in) the Registration
Statement under which such Registrable Securities were registered under the
Securities Act pursuant to this Agreement, any preliminary Prospectus or final
Prospectus contained therein, or any amendment or supplement thereof, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, and will reimburse the Company and each such person for
any reasonable legal or other expenses incurred by them in connection with
investigating or defending any such loss, claim, damage, liability or action,
provided, however, that the Lender will be liable in any such case if and only
to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission so made in conformity with information furnished in writing to
the Company by or on behalf of the Lender specifically for use in any such
document.  Notwithstanding the provisions of this paragraph, the
Lender shall not be required to indemnify any person or entity in excess of the
amount of the aggregate net proceeds received by the Lender in respect of
Registrable Securities in connection with any such registration under the
Securities Act.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    (c) Promptly
after receipt by a party entitled to claim indemnification hereunder (an “Indemnified Party”)
of notice of the commencement of any Proceeding, such Indemnified Party shall,
if a claim for indemnification in respect thereof is to be made against a party
hereto obligated to indemnify such Indemnified Party (an “Indemnifying Party”),
notify the Indemnifying Party in writing thereof, but the omission so to notify
the Indemnifying Party shall not relieve it from any liability which it may have
to such Indemnified Party other than under this Section and shall only relieve
it from any liability which it may have to such Indemnified Party under this
Section if and to the extent the Indemnifying Party is prejudiced by such
omission. In case any such action shall be brought against any Indemnified Party
and it shall notify the Indemnifying Party of the commencement thereof, the
Indemnifying Party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such Indemnified Party, and, after notice from the Indemnifying
Party to such Indemnified Party of its election so to assume and undertake the
defense thereof, the Indemnifying Party shall not be liable to such Indemnified
Party under this Section for any legal expenses subsequently incurred by such
Indemnified Party in connection with the defense thereof; if the Indemnified
Party retains its own counsel, then the Indemnified Party shall pay all
reasonable fees, costs and expenses of such counsel, provided, however, that, if
the defendants in any such action include both the Indemnified Party and the
Indemnifying Party and the Indemnified Party shall have reasonably concluded
that there may be reasonable defenses available to it which are different from
or additional to those available to the Indemnifying Party or if the interests
of the Indemnified Party reasonably may be deemed to conflict with the interests
of the Indemnifying Party, the Indemnified Party shall have the right to select
one separate counsel and to assume such legal defenses and otherwise to
participate in the defense of such action, with the reasonable expenses and fees
of such separate counsel and other expenses related to such participation to be
reimbursed by the Indemnifying Party as incurred.

     

    (d) In order
to provide for just and equitable contribution in the event of joint liability
under the Securities Act in any case in which either (i) the Lender, or any
officer, director, partner, member, manager or controlling person or entity of
the Lender, makes a claim for indemnification pursuant to this Section but it is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this Section provides for indemnification in such
case, or (ii) contribution under the Securities Act may be required on the part
of the Lender or such officer, director, partner, member, manager or controlling
person or entity of the Lender in circumstances for which indemnification is
provided under this Section; then, and in each such case, the Company and the
Lender will contribute to the aggregate losses, claims, damages or liabilities
to which they may be subject (after contribution from others) in such proportion
so that the Lender is responsible only for the portion represented by the
percentage that the public offering price of its securities offered by the
Registration Statement bears to the public offering price of all securities
offered by such Registration Statement, provided, however, that, in any such
case, (A) the Lender will not be required to contribute any amount in excess of
the public offering price of all such securities offered by it pursuant to such
Registration Statement and (B) no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 10(f) of the Act) will be
entitled to contribution from any person or entity who was not guilty of such
fraudulent misrepresentation.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    6. Representations and
Warranties.

     

    (a) The
Common Stock is registered pursuant to Section 12(b) or 12(g) of the Exchange
Act and, except with respect to certain matters which the Company has disclosed
to the Loan Agreement or the Securities Issuance Agreement, the Company has
timely filed all proxy statements, reports, schedules, forms, statements and
other documents required to be filed by it under the Exchange
Act.  Each Financial Statement was, at the time of its filing, in
compliance with the requirements of its respective form and none of the
Financial Statements, nor the financial statements (and the notes thereto)
included in the Financial Statements, as of their respective filing dates,
contained any untrue statement of a material fact or omitted to state a material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not
misleading.  The financial statements of the Company included in the
Financial Statements comply as to form in all material respects with applicable
accounting requirements and the published rules and regulations of the
Commission or other applicable rules and regulations with respect
thereto.  Such financial statements have been prepared in accordance
with U.S. generally accepted accounting principles (“GAAP”) applied on a
consistent basis during the periods involved (except (i) as may be otherwise
indicated in such financial statements or the notes thereto or (ii) in the case
of unaudited interim statements, to the extent they may not include footnotes or
may be condensed) and fairly present in all material respects the financial
condition, the results of operations and the cash flows of the Company and its
subsidiaries, on a consolidated basis, as of, and for, the periods presented in
each such Financial Statements.

     

    (b) The
Common Stock is listed for trading on the OTC Bulletin Board and satisfies all
requirements for the continuation of such listing.  The Company has
not received any notice that its Common Stock will be delisted from the OTC
Bulletin Board (except for prior notices which have been fully remedied) or that
the Common Stock does not meet all requirements for the continuation of such
listing.

     

    (c) Neither
the Company, nor any of its affiliates, nor any person or entity acting on its
or their behalf, has directly or indirectly made any offers or sales of any
security or solicited any offers to buy any security under circumstances that
would cause the offering of the Securities pursuant to the Securities Issuance
Agreement and the Loan Documents to be integrated with prior offerings by the
Company for purposes of the Securities Act which would prevent the Company from
selling the Common Stock pursuant to Rule 506 under the Securities Act, or any
applicable exchange-related stockholder approval provisions, nor will the
Company or any of its affiliates take any action or steps that would cause the
offering of such Securities to be integrated with other offerings.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (d) The Notes
and the shares of Common Stock which the Lender may acquire pursuant to the
Notes are all restricted securities under the Securities Act as of the date of
this Agreement.  The Company will not issue any stop transfer order or
other order impeding the sale and delivery of any of the Registrable Securities
at such time as such Registrable Securities are registered for public sale or an
exemption from registration is available, except as required by federal or state
securities laws.

     

    (e) The
Company understands the nature of the Registrable Securities issuable upon the
conversion of the Notes and recognizes that the issuance of such Registrable
Securities may have a potential dilutive effect.  The Company
specifically acknowledges that its obligation to issue the Registrable
Securities is binding upon the Company and enforceable regardless of the
dilution such issuance may have on the ownership interests of other shareholders
of the Company.

     

    (f)           Except
for agreements made in the ordinary course of business, there is no agreement
that has not been filed with the Commission as an exhibit to a registration
statement or to a form required to be filed by the Company under the Exchange
Act, the breach of which could reasonably be expected to have a material and
adverse effect on the Company or subsidiaries, or would prohibit or otherwise
interfere with the ability of the Company to enter into and perform any of its
obligations under this Agreement in any material respect.

     

    (g)           The
Company will at all times have authorized and reserved a sufficient number of
shares of Common Stock for the full conversion of the Notes.

     

    7. Miscellaneous.

     

    (a) Remedies.  In
the event of a breach by the Company of any of its obligations under this
Agreement, each Holder will be entitled to specific performance of its rights
under this Agreement.

     

    (b)  Existing Registration
Rights.  Except as and to the extent specified in Schedule 7(b) hereto,
the Company has not previously entered into any agreement granting any
registration rights with respect to any of its securities to any Person that
have not been fully satisfied.

     

    (c) Compliance.  Each
Holder covenants and agrees that it will comply with the prospectus delivery
requirements of the Securities Act as applicable to it in connection with sales
of Registrable Securities pursuant to the Registration Statement.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (d) Discontinued
Disposition.  Each Holder agrees by its acquisition of such
Registrable Securities that, upon receipt of a notice from the Company of the
occurrence of a Discontinuation Event (as defined below), such Holder will
forthwith discontinue disposition of such Registrable Securities under the
applicable Registration Statement until such Holder’s receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the “Advice”) by the
Company that the use of the applicable Prospectus may be resumed, and, in either
case, has received copies of any additional or supplemental filings that are
incorporated or deemed to be incorporated by reference in such Prospectus or
Registration Statement. The Company may provide appropriate stop orders to
enforce the provisions of this paragraph.  For purposes of this
Section, a “Discontinuation
Event” shall mean (i) when the Commission notifies the Company whether
there will be a “review” of such Registration Statement and whenever the
Commission comments in writing on such Registration Statement (the Company shall
provide true and complete copies thereof and all written responses thereto to
each of the Holders); (ii) any request by the Commission or any other
Governmental Authority for amendments or supplements to such Registration
Statement or Prospectus or for additional information; (iii) the issuance by the
Commission of any stop order suspending the effectiveness of such Registration
Statement covering any or all of the Registrable Securities or the initiation of
any Proceedings for that purpose; (iv) the receipt by the Company of any
notification with respect to the suspension of the qualification or exemption
from qualification of any of the Registrable Securities for sale in any
jurisdiction, or the initiation or threatening of any Proceeding for such
purpose; and/or (v) the occurrence of any event or passage of time that makes
the financial statements included in such Registration Statement ineligible for
inclusion therein or any statement made in such Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to such
Registration Statement, Prospectus or other documents so that, in the case of
such Registration Statement or Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not
misleading.

     

    (e) Piggy-Back
Registrations.  If at any time during the Effectiveness Period
there is not an effective Registration Statement covering all of the Registrable
Securities and the Company shall determine to prepare and file with the
Commission a registration statement relating to an offering for its own account
or the account of others under the Securities Act of any of its equity
securities, other than on Form S-4 or Form S-8 (each as promulgated under the
Securities Act) or their then equivalents relating to equity securities to be
issued solely in connection with any acquisition of any entity or business or
equity securities issuable in connection with stock option or other employee
benefit plans, then the Company shall send to each Holder written notice of such
determination and, if within 15 days after receipt of such notice, any such
Holder shall so request in writing, the Company shall use its best efforts to
include in such registration statement all or any part of such Registrable
Securities such holder requests to be registered to the extent the Company may
do so without violating registration rights of others which exist as of the date
of this Agreement, subject to customary underwriter cutbacks applicable to all
holders of registration rights and subject to obtaining any required the consent
of any selling stockholder(s) to such inclusion under such registration
statement.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (f) Amendments and
Waivers.  The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented unless
the same shall be in writing and signed by the Company and the Holders of the
then outstanding Registrable Securities. Notwithstanding the foregoing, a waiver
or consent to depart from the provisions hereof with respect to a matter that
relates exclusively to the rights of certain Holders and that does not directly
or indirectly affect the rights of other Holders may be given by Holders of at
least a majority of the Registrable Securities to which such waiver or consent
relates; provided, however, that the provisions of this sentence may not be
amended, modified, or supplemented except in accordance with the provisions of
the immediately preceding sentence.

     

    (g) Notices.  Any
notice or request hereunder may be given to the Company or the Lender at the
respective addresses set forth below or as may hereafter be specified in a
notice designated as a change of address under this Section.  Any
notice or request hereunder shall be given by registered or certified mail,
return receipt requested, hand delivery, overnight mail, Federal Express or
other national overnight next day carrier (collectively, “Courier”).  Notices
and requests shall be deemed delivered upon receipt.  The address for
such notices and communications shall be as follows:

     

    
      	
              If
      to the Company:

            	
              10500
      N.E. 8th
      Street

              Suite
      1400

              Bellevue,
      Washington 12533

              Attention:  John
      Atherly

               

            
	 
      	 
      
	
              with
      a copy to:

            	 
      
	 
      	
              Sichenzia
      Ross Friedman Ference LLP

              61
      Broadway

              New
      York, New York 10006

              Attention:  Richard
      A. Friedman, Esq.

            
	 
      	 
      
	
              If
      to Lender:

            	
              685
      Fifth Avenue

              New
      York, New York 10022

              Attention:
      Greg Zilberstein

            
	 
      	 
      
	
              with
      a copy to:

            	 
      
	 
      	
              Cohen
      Tauber Spievack & Wagner LLP

              420
      Lexington Avenue

              Suite
      2400

              New
      York, New York 10170

              Attention:
      Adam Stein, Esq.

            
	
              If
      to any other Person who is then the registered Holder:

            	
               

              To
      the address of such Holder as it appears in the stock transfer books of
      the Company

            


    

    


    or such
other address as may be designated in writing hereafter in accordance with this
Section by such Person.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (h)           Successors and
Assigns.  This Agreement shall inure to the benefit of and be
binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each Holder. The Company may not assign its rights
or obligations hereunder without the prior written consent of each
Holder.  Each Holder may assign their respective rights hereunder in
the manner and to Persons as permitted under the Loan Documents.

     

    (i)           Execution and
Counterparts.  This Agreement may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original
and, all of which taken together shall constitute one and the same Agreement. In
the event that any signature is delivered by facsimile or electronic
transmission, such signature shall create a valid binding obligation of the
party executing (or on whose behalf such signature is executed) the same with
the same force and effect as if such facsimile or electronic signature were the
original thereof.

     

    (j)           Governing
Law.  All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by and
construed and enforced in accordance with the internal laws of the State of New
York, without regard to the principles of conflicts of law thereof. Each party
agrees that all Proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement shall be commenced
exclusively in the state and federal courts sitting in the City of New York,
Borough of Manhattan. Each party hereto hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting in the City of
New York, Borough of Manhattan for the adjudication of any dispute hereunder or
in connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any
Proceeding, any claim that it is not personally subject to the jurisdiction of
any such court, that such Proceeding is improper.  Each party hereto
hereby irrevocably waives personal service of process and consents to process
being served in any such Proceeding by mailing a copy thereof via registered or
certified mail or overnight delivery (with evidence of delivery) to such party
at the address in effect for notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof.  Nothing contained herein shall be deemed to limit in any way
any right to serve process in any manner permitted by law.  Each party
hereto hereby irrevocably waives, to the fullest extent permitted by applicable
law, any and all right to trial by jury in any legal proceeding arising out of
or relating to this Agreement or the transactions contemplated
hereby.  (k)Cumulative
Remedies.  The remedies provided herein are cumulative and not
exclusive of any remedies provided by law or in equity.

     

    (l)           Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, illegal, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions set forth
herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated, and the parties hereto shall use their reasonable
efforts to find and employ an alternative means to achieve the same or
substantially the same result as that contemplated by such term, provision,
covenant or restriction. It is hereby stipulated and declared to be the
intention of the parties that they would have executed the remaining terms,
provisions, covenants and restrictions without including any of such that may be
hereafter declared invalid, illegal, void or unenforceable.

     

    (j)           Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    IN
WITNESS WHEREOF, the parties have executed this Registration Rights Agreement as
of the date first written above.

     

    
       

      
        	 	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 	 
	 	 	 	 


        

         

         

      

    

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    EXHIBIT
A

     

    


    


    [DATE]

    


    [TRANSFER AGENT]

    [ADDRESS]

    


    Attn:
[_________________]

    


    Ladies and Gentlemen:

     

    As counsel to eMagin Corporation, a Delaware corporation (the
“Company”), we
have been requested to render our opinion to you in connection with the resale
by [____________] (the “Selling
Stockholder”), of an aggregate of [__________] shares (the “Shares”) of the
Company’s Common Stock.

     

    A
Registration Statement on Form [___] under the Securities Act of 1933, as
amended (the “Act”), with respect
to the resale of the Shares was declared effective by the Securities and
Exchange Commission on
[DATE].  Enclosed is the Prospectus dated [DATE].  We
understand that the Shares are to be offered and sold in the manner described in
the Prospectus.

     

    Based
upon the foregoing, upon request by the Selling Stockholder at any time while
the registration statement remains effective, it is our opinion that the Shares
have been registered for resale under the Act and new certificates evidencing
the Shares upon their transfer or re-registration by the Selling Stockholder may
be issued without restrictive legend.  We will advise you if the
registration statement is not available or effective at any point in the
future.

     

    


     

    


     

    Very
truly yours,


    


    [COMPANY
COUNSEL]

     

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    SCHEDULE
7(B)

     

    


     

    [TO BE
PROVIDED]

     

    
 

     

     

     

     

    14