AMENDMENT NO. 2 TO CONVERTIBLE PROMISSORY NOTE
AMENDMENT NO.2 TO CONVERTIBLE PROMISSORY NOTE (this "Agreement"), dated as
of May 31, 2002, by and between eMAGIN CORPORATION, a Delaware corporation (the
"Borrower") and The Travelers Insurance Company (the "Lender"), each a party to
the Note Purchase Agreement (the "Note Purchase Agreement") entered into as of
August 20, 2001 and a Convertible Promissory Note (the "Note") dated August 20,
2001 issued thereunder as amended by Amendment No. 1 To Convertible Promissory
Note (the "Amendment") entered into as of May 20, 2002. All capitalized terms
used herein and not otherwise defined herein shall have the respective meanings
provided to such terms in the Note; provided, that all references to the Note
shall mean the Note, as amended by the Amendment.
W I T N E S S E T H :
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WHEREAS, the Amendment provides in Section 1.1 thereof that the outstanding
principal amount of the Note shall be payable on May 31, 2002 (the "Maturity
Date");
WHEREAS, the parties hereto are currently engaging in discussion to
renegotiate certain provisions of the Note;
WHEREAS, in order to allow such discussion to proceed in an orderly manner,
the Borrower has requested and the Lender has agreed to extend the Maturity Date
and amend the Note as set out herein;
NOW, THEREFORE, in consideration of the mutual covenants set forth herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto, intending to be legally bound,
hereby agree as follows:
ARTICLE ONE
AMENDMENT TO NOTE
SECTION 1.1 Amendment to Note. By executing this Agreement, the Borrower
and the Lender hereby agree and acknowledge that Section 1 of the Note is hereby
amended by deleting "May 31, 2002" and inserting in the place of such deletion
"June 5, 2002."
ARTICLE TWO
MISCELLANEOUS
SECTION 2.1 Counterparts. This Agreement may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, each
of which counterparts when executed and delivered (including delivery by way of
facsimile) shall be an original, but all of which shall together constitute one
and the same instrument. A complete set of counterparts shall be lodged with the
Borrower.
SECTION 2.2 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
EXCLUDING CONFLICT OF LAW PRINCIPLES THAT WOULD CAUSE THE APPLICATION OF LAWS OF
ANY OTHER JURISDICTION.
SECTION 2.3 Effective Date. This Agreement shall become effective (the
"Effective Date") as of the date first referenced above.
SECTION 2.4 Effect of Amendment. From and after the Effective Date, the
Note and all references to the Note pursuant to the Note Purchase Agreement and
the other documents referenced therein shall be deemed to be references to the
Note as modified hereby. This Agreement is limited as specified and shall not
constitute a modification, amendment, acceptance or waiver of any other
provision of the Note, the Note Purchase Agreement or any other document
referenced therein.
SECTION 2.5 Headings. The article, section and subsection headings in this
Agreement are for convenience only and shall not constitute a part of this
Agreement for any other purpose and shall not be deemed to limit or affect any
of the provisions hereof.
SECTION 2.6 Further Assurances. From and after the date of this Agreement,
upon the request of any party hereto, each party shall execute and deliver such
instruments, documents and other writings as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.
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IN WITNESSES WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Agreement as of the date first above
written.
BORROWER:
eMAGIN CORPORATION
By:
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Name:
Title:
LENDER:
THE TRAVELERS INSURANCE COMPANY
By:
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Name:
Title:
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