EX-10 2 aug620048kex101.txt 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:____________________________