EXHIBIT 10.34
Rosenthal & Rosenthal, Inc.
1370 Broadway
New York, NY
10018
Date:
March 24, 2017
Stillwater Trust LLC
655 Madison Avenue, 20th Floor
New York, New York 10065
RE: eMAGIN CORPORATION
Ladies and Gentlemen:
Rosenthal & Rosenthal, Inc. (together with its successors and assigns, the
"Senior Creditor") has entered into a Financing Agreement (the "Financing
Agreement") and related agreements with eMagin Corporation (the "Borrower")
pursuant to which it makes loans and advances to the Borrower (the Financing
Agreement and all related agreements, as they may be amended, supplemented,
refinanced or otherwise modified from time to time, the "Senior Loan
Documents"), each of which is secured by a security interest in substantially
all of the now owned and hereafter acquired assets of the Borrower.
Senior Creditor understands that Stillwater Trust LLC (the "Junior Creditor")
has entered and/or intends to enter into financing arrangements with the
Borrower (the "Junior Loan Documents", and all indebtedness now or hereafter due
to Junior Creditor from the Borrower, and all interest accrued or that may
hereafter accrue thereon, together with all fees, charges and expenses payable
by the Borrower to the Junior Creditor pursuant to the Junior Loan Documents are
hereinafter referred to as the "Junior Indebtedness").
Please sign below to confirm Junior Creditor's agreement that, as an inducement
to Senior Creditor continuing to finance the Borrower pursuant to the Financing
Agreement,
(i) so long as Senior Creditor has a security interest or other
interest in any assets of the Borrower,
(ii) until indefeasible payment in full
of the Obligations (as defined in the Financing Agreement)
of Borrower to
Senior Creditor (the "Senior Indebtedness") and (iii) until the irrevocable
termination of the Senior Loan Documents,
notwithstanding anything in the
Junior Loan Documents to the contrary, Junior Creditor agrees to the following:
(1)
Lien Subordination.
Any security interest or lien Junior Creditor may now or
hereafter have in any of the assets of the Borrower shall be subject and
subordinate in all respects to Senior Creditor's interest therein.
(2)
Payment Subordination.
All Junior Indebtedness now or hereafter due to Junior
Creditor shall not be payable, and no payment on account of the Junior
Indebtedness, shall be received, accepted or retained by Junior Creditor (other
than the accumulation of PIK interest), without the prior written consent of
Senior Creditor.
Should any payment or distribution or security or proceeds on or for the Junior
Indebtedness be received by Junior for or on account of the Junior Indebtedness,
prior to the satisfaction of the Obligations, Junior Creditor will forthwith
assign, endorse and
[Subordination Agreement]
deliver same to Senior Creditor, in precisely the form received (except for
Junior Creditor's endorsement where necessary), for application to payment of
the Obligations, and until so delivered, same shall be held in trust by Junior
Creditor as the property of Senior Creditor; in the event of the failure of
Junior Creditor to endorse or assign any security or instrument for the payment
of money