EXHIBIT 10.1
FORM OF LETTER AGREEMENT BETWEEN THE COMPANY AND THE HOLDERS OF THE CLASS A, B
AND C COMMON STOCK PURCHASE WARRANTS
EXHIBIT 10.1
eMagin Corporation
2070 ROUTE 52
Hopewell Junction, New York 12533
(845) 838-7948
To the Purchasers of the securities under the Securities Purchase Agreement
Dated January 9, 2004 set forth on the attached Distribution List (the
"Investors")
Gentlemen:
As you know, we have made an offer to you regarding the re-pricing and
exercise of the currently outstanding Class A, B and C common stock purchase
warrants of the eMagin Corporation that you possess in consideration of your
agreeing to limit the right of participation that you were granted pursuant to
Section 4.11 of the Securities Purchase Agreement, dated January 9, 2004, that
was executed in connection with your investment in common stock and common stock
purchase warrants of eMagin.
Accordingly, by way of this letter, we are hereby requesting that you
execute and return this letter in order to formally confirm that in
consideration of our agreeing to re-price your choice of any of your outstanding
Class A, B and C common stock purchase warrants from $1.74, $1.74 and $1.90,
respectively, to $.90 per share, you agree to: (i) limit your right of
participation with respect any proposed financing transaction to the maximum
number of shares that AMEX will allow the Investors to purchase in any
subsequent financing without the Company being required to seek shareholder
approval (provided, however, that in no event will the participation of all
investors of the January 2004 financing in any such subsequent financing exceed
35% of such financing); and (ii) immediately exercise the re-priced Class A, B
and C common stock purchase warrants as per the attached signature page.
In consultation with our legal counsel, we have determined that it is
appropriate for us to file prospectus supplements disclosing the adjustments to
the exercise price of your warrants. As a selling stockholder under the related
Registration Statements, you are subject to the prospectus delivery requirements
under section 5(b) of the Securities Act of 1933. We will provide to you, as
soon as practicable, a copy of the required prospectus supplements necessary for
you to discharge your obligations under section 5(b) of the Securities Act of
1933. In addition, we will file a Form 8-K upon completion of this transaction.
Please note that this agreement is subject to review by the American Stock
Exchange.
EMAGIN CORPORATION
By:_________________________________
[PURCHASER SIGNATURE PAGES TO EMA LETTER AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Letter Agreement to be
duly executed by their respective authorized signatories as of the date first
indicated above.
Agreed and Accepted:
Name of Investing Entity: ______________________________________________________
Signature of Authorized Signatory of Investing Entity:
____________________________________________________________________
Name of Authorized Signatory:
____________________________________________________________________
Title of Authorized Signatory:
____________________________________________________________________
Email Address of Authorized
Entity:_____________________________________________________________
Address for Notice of Investing Entity:
Fax Number:________________
I elect to re-price and exercise the following common stock purchase warrants:
Class A common stock purchase warrants:____________________
Class B common stock purchase warrants:____________________
Class C common stock purchase warrants:____________________
By Wire: By Check
HSBC eMagin Corporation
East Fishkill Office 2070 Route 52
1433 Route 52 Hopewell Junction, NY 12533
Hopewell Junction, NY 12533 Tel (845) 838-7948
eMagin corporation
Acct# 085-80567-3
ABA# 021001088
NOTICE OF EXERCISE FOR CLASS A WARRANTS
To: eMagin Corporation
(1) The undersigned hereby elects to purchase _____________ Warrant
Shares of eMagin Corporation pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in
full, together with all applicable transfer taxes, if any.
(2) Payment shall be in lawful money of the United States (check
applicable box):
[ ] wire; or
[ ] check.
(3) Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:
_______________________________
The Warrant Shares shall be delivered to the following:
_______________________________
_______________________________
_______________________________
(4) Accredited Investor/Qualified Institutional Buyer. The undersigned
is either: (i) an "accredited investor" as defined in Regulation D under the
Securities Act of 1933, as amended.
__________________________________
By:_______________________________
Name:
Title:
Dated: ___________________________
NOTICE OF EXERCISE FOR CLASS B WARRANTS
To: eMagin Corporation
(1) The undersigned hereby elects to purchase ______________ Warrant
Shares of eMagin Corporation pursuant to the terms of the attached Warrant (only
if exercised in full), and tenders herewith payment of the exercise price in
full, together with all applicable transfer taxes, if any.
(2) Payment shall be in lawful money of the United States (check
applicable box):
[ ] wire; or
[ ] check.
(3) Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:
_______________________________
The Warrant Shares shall be delivered to the following:
_______________________________
_______________________________
_______________________________
(4) Accredited Investor/Qualified Institutional Buyer. The undersigned
is either: (i) an "accredited investor" as defined in Regulation D under the
Securities Act of 1933, as amended.
__________________________________
By:_______________________________
Name:
Title:
Dated:____________________________
NOTICE OF EXERCISE FOR CLASS C WARRANTS
To: eMagin Corporation
(1) The undersigned hereby elects to purchase ________ Warrant Shares
of eMagin Corporation pursuant to the terms of the attached Warrant (only if
exercised in full), and tenders herewith payment of the exercise price in full,
together with all applicable transfer taxes, if any.
(2) Payment shall be in lawful money of the United States (check
applicable box):
[ ] wire; or
[ ] check.
(3) Please issue a certificate or certificates representing said
Warrant Shares in the name of the undersigned or in such other name as is
specified below:
_______________________________
The Warrant Shares shall be delivered to the following:
_______________________________
_______________________________
_______________________________
(4) Accredited Investor/Qualified Institutional Buyer. The undersigned
is either: (i) an "accredited investor" as defined in Regulation D under the
Securities Act of 1933, as amended.
__________________________________
By:_______________________________
Name:
Title:
Dated:____________________________