ex1085.htm


    Exhibit
10.85

     

     

    
 

    LOAN CONVERSION
AGREEMENT

     

    


    LOAN CONVERSION AGREEMENT,
dated as of August 7, 2007 (this “Agreement”), between
eMagin Corporation, a Delaware corporation (the “Company”), and Moriah
Capital, L.P., a Delaware limited partnership (together with its successors and
any assignees, “Lender”).

    


    WHEREAS,
Lender has contemporaneously entered into a Loan and Security Agreement, dated
as of the date hereof (as the same may be amended, the “Loan Agreement”),
between Lender, as lender, and the Company, as borrower;

    


    WHEREAS,
pursuant to the Loan Agreement, the outstanding principal and accrued and unpaid
interest due to Lender (“Loan Indebtedness”)
under the Note is convertible into such number of fully paid and nonassessable
shares (as may be adjusted pursuant to Section 4 hereof, the
“Shares”) of
Common Stock, par value $0.001 per share (“Common Stock”), of
the Company, as equals (i) that portion of the Loan Indebtedness under the Loan
Agreement that Lender elects to convert into Common Stock divided by (ii) the
Conversion Price (as defined below);

    


    NOW,
THEREFORE, the parties agree as follows:

    


    1.           Conversion
Right; Term.  Subject to
the terms hereof, commencing on the date hereof and until the first to
occur of (a) the date that the Loan Indebtedness is repaid in full in
accordance with the terms of the Loan Agreement or (b) the date that the
Loan Indebtedness is converted into Common Stock upon a Mandatory Conversion (as
defined in Section
12 below) (the “Expiration
Date”), Lender shall
have the right, at any time and from time to time, to convert (the “Conversion Right”)
any amount of the Loan Indebtedness into such number of shares of Common Stock
that shall be obtained by dividing the then-outstanding Loan Indebtedness by the
Conversion Price; provided, however, the total Loan Indebtedness that is
convertible hereunder shall not exceed Two Million Dollars ($2,000,000.00) (the
“Conversion Limit”).  To the extent not
exercised by 5:00 P.M., New York City time, on the Expiration Date, this
Agreement shall completely and automatically terminate and expire, and
thereafter it shall be of no force or effect whatsoever.

    


    1A.           Conversion
Limitations.  Notwithstanding anything contained herein to the
contrary, Lender shall not be entitled to convert pursuant to the hereof an
amount that would be convertible into that number of shares of Common Stock that
would exceed the difference between 4.99% of the issued and outstanding shares
of Common Stock and the number of shares of Common Stock beneficially owned by
Lender (the “4.99%
Limitation”).  For the purposes of the immediately preceding
sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3
thereunder. Lender may void the 4.99% Limitation upon 75 days prior notice to
the Company or without any notice requirement upon an Event of
Default.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    In the
event that Lender voids the 4.99% Limitation, Lender shall not be entitled to
convert pursuant to the hereof an amount that would be convertible into that
number of shares of Common Stock that would exceed the difference between 9.99%
of the issued and outstanding shares of Common Stock and the number of shares of
Common Stock beneficially owned by Lender (the “9.99%
Limitation”).  For the purposes of the immediately preceding
sentence, beneficial ownership shall be determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13d-3
thereunder. Lender may void the 9.99% Limitation upon 75 days prior notice to
the Company or without any notice requirement upon an Event of
Default.

     

    2.           Certain
Definitions.  The terms set forth below shall have the
following meanings. Capitalized terms used but not defined herein have the
meanings given to them in the Loan Agreement.

    


    “Conversion
Price” means
an amount per share of Common Stock equal to $1.50, which Conversion
Price shall be subject to adjustment as provided herein.

    


    “Common Stock
Equivalent” means any warrant, option, subscription or purchase right
with respect to shares of Common Stock, any security or property rights
convertible into, exchangeable for, or otherwise entitling the holder thereof to
acquire, shares of Common Stock or any warrant, option, subscription or purchase
right with respect to any such convertible, exchangeable or other
security.

    


    “Current Fair Market
Value” when used with respect to the Common Stock as of a specified date
means, with respect to a share of Common Stock, the average of the closing
prices of the Common Stock sold on all securities exchanges including the NASD
OTCBB, NASDAQ Capital Market, the Nasdaq National Market, the American Stock
Exchange or the New York Stock Exchange (each a “Trading Market”) on
which the Common Stock may at the time be listed, or, if there have been no
sales on any such exchange on such day, the average of the highest bid and
lowest asked prices on all such exchanges at the end of regular trading such
day, or, if on such day the Common Stock is not so listed, the average of the
representative bid and asked prices quoted in the NASDAQ System as of 4:00 p.m.,
New York City time, or, if on such day the Common Stock is not quoted in the
NASDAQ System, the average of the highest bid and lowest asked price on such day
in the domestic over-the-counter market as reported by the Pink Sheets, LLC, or
any similar successor organization, in each such case averaged over a period of
five Trading Days consisting of the day as of which the Current Fair Market
Value of Common Stock is being determined (or if such day is not a Trading Day,
the Trading Day next preceding such day) and the  four consecutive
Trading Days prior to such day.  If on the date for which Current Fair
Market Value is to be determined the Common Stock is not listed on any
securities exchange or quoted in the NASDAQ System or the over-the-counter
market, the Current Fair Market Value of Common Stock shall be the highest price
per share of Common Stock at which the Company has sold shares of Common Stock
or Common Stock Equivalents to one or more unaffiliated third parties in a bona
fide financing round during the 365 days prior to the date of such
determination.  If no such sales were made during the 365 days prior
to the date of such determination,  the Current Fair Market Value of
Common Stock shall be the price per share which the Company could then obtain
from a willing buyer on an arms’-length basis (not an affiliate, employee or
director of the Company at the time of determination) for shares of Common Stock
sold by the Company, from authorized but unissued shares, as determined in by an
independent appraiser mutually acceptable to, and unaffiliated with, the Company
and Lender, whose appraisal costs shall be paid by the Company.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    “Trading Day” means at
any time a day on which the Trading Market on which the Common Stock may be
listed is open for general trading of securities.

    


    3.           Deficiency in Shares
Available for Issuance. If at any time the Conversion Right is exercised
the Company does not have available for issuance upon such conversion as
authorized and unissued shares or in its treasury at least the number of shares
of Common Stock required to be issued pursuant hereto, then, at the election of
Lender made by notice from Lender to the Company, the Conversion Right, to the
extent that sufficient shares of Common Stock are not then available for
issuance upon conversion, shall be converted into the right to receive from the
Company, in lieu of the shares of Common Stock which the Company is unable to
issue, payment in an amount equal to the product obtained by multiplying
(a) the number of shares of Common Stock which the Company is unable to
issue times (b) the Current
Market Value of the Common Stock as of the Conversion Date. Such amount shall
further be deemed to be an Obligation under the Loan Agreement secured by the
Collateral thereunder. Any payment of such amount shall be deemed to be a
payment of principal plus a premium equal to the total amount payable less the
principal portion of the Loan converted as to which such payment is required to
be made because shares of Common Stock are not then available for issuance upon
such conversion.

    


    4.           Conversion
Procedure.

    


    (a)           In
order to exercise the conversion privilege hereunder, Lender shall give a
Conversion Notice in the form of Annex A (or such
other notice which is acceptable to the Company) to the Company.

    


    (b)           As
promptly as practicable, but in no event later than three (3) Business Days
after a Conversion Notice is given, the Company shall issue and shall deliver to
Lender the number of full shares of Common Stock issuable upon such
conversion.

    


    (c)           (1)           If
Lender shall have given a Conversion Notice in accordance with the terms hereof,
the Company's obligation to issue and deliver the shares of Common Stock upon
such conversion shall be absolute and unconditional up to the amount of the
outstanding Loan Indebtedness (but not to exceed the Conversion Limit),
irrespective of any action or inaction by Lender to enforce the same, any waiver
or consent with respect to any provision hereof or of the Loan Agreement, the
recovery of any judgment against any person or any action to enforce the same,
any failure or delay in the enforcement of any other obligation of the Company
to Lender, or any setoff, counterclaim, recoupment, limitation or termination,
or any breach or alleged breach by Lender or any other person or entity of any
obligation to the Company or any violation or alleged violation of law by Lender
or any other person or entity, and irrespective of any other circumstance which
might otherwise limit such obligation of the Company to Lender in connection
with such conversion; provided, however, that nothing herein
shall limit or prejudice the right of the Company to pursue any such claim in
any other manner permitted by applicable law.

     

    
      
        
        

      

      
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    (2)           If
in any case the Company shall fail to issue and deliver the shares of Common
Stock to Lender upon Lender’s exercise of the Conversion Right in accordance
with the terms of this Agreement and the Loan Agreement within five (5) Business
Days after Lender gives the Conversion Notice, in addition to any other
liabilities the Company may have hereunder and under applicable law (A) the
Company shall pay or reimburse Lender on demand for all out-of-pocket expenses,
including, without limitation, reasonable fees and expenses of legal counsel,
incurred by Lender as a result of such failure, (B) if as a result of such
failure Lender shall suffer any damages or liabilities (including, without
limitation, margin interest and the cost of purchasing securities to cover a
sale (whether by Lender or Lender's securities broker) or borrowing of shares of
Common Stock by Lender for purposes of settling any trade involving a sale of
shares of Common Stock made by Lender, then the Company shall upon demand of
Lender pay to Lender an amount equal to the damages and liabilities suffered by
Lender by reason thereof which Lender documents to the reasonable satisfaction
of the Company, and (C) Lender may by written notice given at any time prior to
delivery to Lender of the shares of Common Stock issuable in connection with
such exercise of Lender's Conversion Right, rescind such exercise and the
Conversion Notice relating thereto.

    


    5.           Notices of Certain Company
Actions. In case
on or after the date of this Agreement:

    


    (a)           the
Company shall declare a dividend (or any other distribution) on its Common Stock
(other than in cash out of retained earnings); or

    


    (b)           the
Company shall authorize the granting to the holders of its Common Stock of
rights or warrants to subscribe for or purchase any share of any class or any
other rights or warrants;

    


    


    the
Company shall give Lender, as promptly as possible but in any event at least ten
(10) Business Days prior to the applicable date hereinafter specified, a notice
stating  the date on which a record is to be taken for the purpose of such
dividend, distribution or rights or warrants, or, if a record is not to be
taken, the date as of which the holders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined. Such notice shall
not include any information which would be material non-public information for
purposes of the Securities Exchange Act of 1934, as amended. Failure to give
such notice, or any defect therein, shall not affect the legality or validity of
such dividend, distribution, reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding-up. In the case of any such action
of which the Company gives such notice to Lender or is required to give such
notice to Lender, Lender shall be entitled to give a Conversion Notice which is
contingent on the completion of such action.

     

    
      
        
        

      

      
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    6.           Stock Fully Paid,
Reservation of Shares.  All Shares that may be issued upon the
exercise of the rights represented by this Agreement will, upon issuance, be
duly authorized, fully paid and nonassessable, and will be free from all Liens
with respect to the issue thereof.  During the period within which the
Conversion Right may be exercised, the Company will at all times have
authorized, and reserved for the exercise of the Conversion Right a sufficient
number of shares of its Common Stock to enable the Company to fulfill its
obligation hereunder.

    


    7.           Adjustment of Conversion
Price and Number of Shares.  The number and kind of securities
purchasable upon conversion, and the Conversion Price, shall be subject to the
adjustment from time to time upon the occurrence of certain events, as
follows:

    


                   (a)Adjustment for Common Stock
Dividends and Distributions.  If the Company makes, or fixes a
record date for the determination of holders of Common Stock entitled to
receive, a dividend or other distribution payable in additional shares of Common
Stock or Common Stock Equivalents, in each such event the Conversion Price that is then in effect shall be decreased as of the
time of such issuance or, in the event such record date is fixed, as of the close of business on such record date, by
multiplying the Conversion Price then in
effect by a fraction (i) the
numerator of which is the total number of shares of Common Stock and Common
Stock Equivalents issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date, and (ii) the
denominator of which is the total number of shares of Common Stock and Common
Stock Equivalents issued and outstanding immediately prior to the time of such
issuance or the close of business on such record date plus the number of shares of Common Stock or Common Stock
Equivalents issuable in payment of such dividend or distribution; provided, however, that if such
record date is fixed and such dividend is not fully paid or if such distribution
is not fully made on the date fixed therefor, the Conversion
Price shall be recomputed accordingly as of the close of
business on such record date and thereafter the Conversion Price shall be adjusted pursuant to this
Section 4(a) to reflect the actual payment of such dividend or
distribution.

     

    (b)           Adjustments for Stock
Splits, Stock Subdivisions and Combinations.  If the Company
subdivides or combines the Common Stock, (1) in the case of a subdivision (including a stock split), the Conversion Price in
effect immediately prior to such event
shall be proportionately decreased and the number of shares of Common Stock
purchasable thereunder shall be proportionately increased, and (2) in the case of a combination (including
a reverse stock split), the Conversion Price
in effect immediately prior to such event
shall be proportionately increased and the number of shares of Common Stock
purchasable thereunder shall be proportionately decreased.  Any
adjustment under this Section shall become effective at
the close of business on the date the
subdivision or combination becomes effective.

     

    
      
        
        

      

      
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    (c)           Adjustments for
Reclassification, Reorganization and Consolidation.  In case of
(1) any reclassification, reorganization,
change or conversion of securities of the Common Stock (other than a change in
par value) into other shares or securities of the Company, (2) any merger or consolidation of the
Company with or into another entity (other than a merger or consolidation with
another entity in which the Company is the acquiring and the surviving entity
and that does not result in any reclassification or change of the Common
Stock), or (3) any
sale of all or substantially all the assets of the Company, Lender shall have the right to receive, in lieu of the shares of
Common Stock into which the Loan Indebtedness is convertible, the
kind and amount of shares of stock and other securities, money and property
receivable upon such reclassification, reorganization, change, merger or
consolidation or sale upon conversion by Lender of the maximum number of shares
of Common Stock into which the Loan Indebtedness could have
been converted immediately prior to such reclassification, reorganization, change, merger or consolidation or
sale, all subject to further adjustment as provided herein or with respect to
such other securities or property by the terms thereof.  The
provisions of this Section shall similarly
attach to successive reclassifications, reorganizations, changes, mergers or
consolidations.

     

              (d)           Recapitalizations.  If
at any time there occurs a recapitalization of the Common Stock (other than a
subdivision, combination, or merger or sale of assets otherwise provided for in
Section 7(c), Lender shall be entitled to receive, upon
exercise of the Conversion Right and the giving of the Conversion Notice, the number of shares of capital stock or other securities or
property of the Company or otherwise to which a holder of the Common Stock
deliverable upon conversion would have been entitled on such
recapitalization.  In any such case, appropriate adjustment shall be
made in the application of the provisions of this Section (including adjustment of the Conversion Price then in effect and the number of
shares purchasable upon exercise of the Conversion Right hereunder) with respect to the rights of Lender after the
recapitalization so that the provisions of this Section  shall be applicable after that event
as nearly equivalent as may be practicable.

     

              (e)           No
Impairment.  The Company shall not, by amendment of its
Certificate of Incorporation or bylaws, or through any reorganization,
recapitalization, transfer of assets, consolidation, merger, dissolution, issue
or sale of securities or any other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to be observed or performed
hereunder by the Company, but will at all times in good faith assist in the
carrying out of all the provisions of this Agreement and in the taking of all
such actions as may be necessary or appropriate in order to protect the rights
of Lender against impairment.

     

              (f)           Notice of
Adjustments.  Whenever the consideration issuable upon a
conversion hereunder shall be changed pursuant to this Agreement, the Company
shall prepare a certificate setting forth, in reasonable detail, the event
requiring the change and the kind and amount of shares of stock and other
securities, money and property subsequently issuable upon a conversion
hereof.  Such certificate shall be signed by its chief financial
officer and shall be delivered to Lender or such other person as Lender or any
successor notice recipient may designate.

     

              (g)           Fractional
Shares.  No fractional shares of Common Stock will be issued in
connection with any exercise hereunder, but in lieu of such fractional shares
the Company shall round up the number of shares issuable in connection with such
exercise to the next whole share.

     

              (h)           Mandatory Conversion.
If the following conditions are met, then the Company may, on not less
than  fifteen (15) days prior written notice (“Mandatory Conversion
Notice”) to Lender (“Mandatory Conversion Notice
Date”), demand that all, but not less than all, of the outstanding Loan
Indebtedness be converted into Common Stock on the terms set forth herein (a
“Mandatory
Conversion”):

     

    
      
        
        

      

      
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                    (1)           The
Company’s Common Stock, trading on any Trading Market, has a Current Market
Value equal to $3.50 (as adjusted in accordance with the terms hereof) or more
for ten (10) consecutive Trading Days (the “Mandatory Conversion Measurement
Period”).

     

                    (2)           All
of the shares of Common Stock into which the Loan Indebtedness is convertible
are then freely tradable under an effective registration statement filed with
the Securities and Exchange Commission or pursuant to Rule 144 of the Rules and
Regulations promulgated under the Securities Act of 1933, as amended, and Lender
shall have received an opinion of counsel to the Company as may be necessary or
requested by Lender to allow such resales, provided the Company and its counsel
receive reasonably requested representations from Lender and its broker, if
any.

     

    (3)              Each
of the representations and warranties made by or on behalf of the Company to
Lender in this Agreement and in other Loan Documents shall be true and correct
in all material respects as of the Mandatory Conversion Notice Date (provided
that any such representation or warranty that is qualified as to materiality
shall be true and correct in all respects), and Lender shall have received a
certification from a Responsible Officer with respect to the
foregoing  in form and substance satisfactory to Lender.

    


    (4)              The
Company shall have duly and properly performed, complied with and observed each
of its covenants, agreements and obligations contained in this Agreement and the
other Loan Documents as of the Mandatory Conversion Notice Date, and Lender
shall have received a certification from a Responsible Officer with respect to
the foregoing  in form and substance satisfactory to
Lender.

    


    (5)              No
event shall have occurred on or prior to the Mandatory Conversion Notice Date or
at any time thereafter and be continuing as of the date of the Mandatory
Conversion, and no condition shall exist on the Mandatory Conversion Notice Date
or at any time thereafter and be continuing as of the date of the Mandatory
Conversion, which constitutes an Event of Default or which would, with notice or
the lapse of time, or both, constitute an Event of Default under this Agreement
or any of the other Loan Documents, and Lender shall have received a
certification from a Responsible Officer with respect to the
foregoing  in form and substance satisfactory to Lender.

    


    The
Mandatory Conversion Notice shall be accompanied by a certificate of the Company
setting forth, in reasonable detail, the calculation of the Current Fair Market
Value of the Common Stock and the number of Shares issuable upon the Mandatory
Conversion. Such certificate shall be signed by the Company’s chief financial
officer and shall be delivered to Lender or such other person as Lender or any
successor notice recipient may designate.

     

    
      
        
        

      

      
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    Notwithstanding
the foregoing, the Company may not effect a Mandatory Conversion in the event
that the number of shares of Common Stock issuable upon such Mandatory
Conversion would exceed the number of shares of Common Stock that could be sold
over a period of twenty (20) Trading Days based on twenty five percent (25%) of
the average daily trading volume of the Common Stock on the Trading Market
during the Mandatory Conversion Measurement Period.

     

    8.           Compliance with Securities
Act; Disposition of Shares of Stock.  The Company is obligated
to register the shares to be issued upon conversion under the Securities Act of
1933, as amended, pursuant to the Registration Rights Agreement. Until such
shares are duly registered, Lender will not offer, sell or otherwise dispose of
any such Shares except under circumstances which will not result in a violation
of applicable securities laws.

    


    9.           Rights as
Shareholder.  Lender shall not be entitled to vote or, subject
to Section
4(a), receive dividends with respect to, or be deemed the holder of,
Shares issuable on the exercise hereof for any purpose, nor shall anything
contained herein be construed to confer upon Lender, as such, any right to vote
for the election of directors or upon any matter submitted to shareholders at
any meeting thereof, or to receive notice of meetings, or to receive dividends
or subscription rights or otherwise, until the Conversion Right shall
have been exercised and the Shares purchasable upon the exercise hereof shall
have become deliverable, as provided herein.

    


    10.           Representations and
Warranties of Company.  The Company represents and warrants to
Lender as follows:

    


    (a)           This
Agreement has been duly authorized and executed by the Company and is a valid
and binding obligation of the Company enforceable in accordance with its
terms.

    


    (b)           The
Shares have been duly authorized and reserved for issuance by the Company and,
when issued in accordance with the terms hereof, will be validly issued, fully
paid and nonassessable.

    


    (c)           The
execution and delivery of this Agreement are not, and the issuance of the Shares
upon conversion under this Agreement in accordance with the terms hereof will
not be, inconsistent with the Company’s charter or bylaws, as amended, and do
not and will not constitute a default under, any indenture, mortgage, contract
or other agreement or instrument of which the Company is a party or by which it
is otherwise bound.

    


    11.           Miscellaneous.

    


    (a)           Notices.  All
notices, requests and demands to or upon the respective parties hereto shall be
given in writing and shall be deemed to have been duly given or made upon
receipt by the receiving party.  All notices, requests and demands are
to be given or made to the respective parties at the following addresses (or to
such other addresses as either party may designate by notice in accordance with
the provisions of this paragraph):

    
 

    
      
        	
                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:

              	
                Moriah
      Capital, L.P.

              
	 
      	
                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.

              


      



    (b)           Amendments.  The
terms of this Agreement shall not be amended, altered, modified, supplemented or
terminated in any manner whatsoever except by a written instrument signed by the
parties hereto.  The terms of this Agreement shall not be waived
except by a written instrument signed by the party to be charged with such
waiver.

    


    (c)           Binding on
Successors.  This Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and permitted
assigns in accordance with, and subject to, the terms of the Loan
Agreement.

    


    (d)           Invalidity.  Any
provision of this Agreement which may be determined by competent authority to be
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

    


    (d)           Section or Paragraph
Headings.  Section and paragraph headings are for convenience
only and shall not be construed as part of this Agreement.

    


    (e)           Governing
Law.  This Agreement shall be construed in accordance with, and
shall be governed by, the laws of the State of New York (without giving effect
to conflict of law rules.

    


    (f)           Counterparts.  This
Agreement may be executed in counterparts and by 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.

     

    


    


    


    


    


    


    


    [SIGNATURE
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                IN WITNESS WHEREOF, the
parties have executed this Loan Conversion Agreement as of the date set forth
below.

     

    
      
        	 	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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    Annex
A

    


    NOTICE OF
CONVERSION

    


    


    To:           eMagin
Corporation

    


    1.           The
undersigned hereby elects to purchase _____ shares of Common Stock of eMagin
Corporation in accordance with the terms of the attached Agreement, and tenders
herewith a certificate of an executive officer of Moriah Capital, L.P. setting
forth the amount of Loan Indebtedness to be cancelled, which amount is equal to
the then applicable Conversion Price per share multiplied by the number of
Shares being purchased, which represents full payment of the purchase price of
such shares.

    


    2.           Please
issue a certificate or certificates representing said shares in the name of the
undersigned or in such other name or names as are specified below:

    


    Name:

    


    Address:

    


    


    


    3.           The
undersigned represents that the aforesaid shares are being acquired for the
account of the undersigned for investment and not with a view to, or for resale
in connection with, the distribution thereof and that the undersigned has no
present intention of distributing or reselling such shares.

    


    Signature:__________________________

    


    Name:_____________________________

    


    Address:___________________________

    


      _________________________________

    


      _________________________________

    


    Social
Security or Taxpayer Identification No.:

     

     

     

     

     

     

    10