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ALLONGE
NO. 2 TO 6% SENIOR SECURED CONVERTIBLE NOTES DUE 2007-2008 DATED
JULY 21, 2006
Reference is
hereby made to the 6% Senior Secured Convertible Notes Due
2007-2008 of eMagin Corporation dated July 21, 2006 (the
“Notes”). Terms used herein and not otherwise defined
herein shall have the meaning set forth in the Notes.
The Company and
the holder set forth on the signature page attached hereto hereby
agree to amend the terms of the Notes in accordance with the
following terms:
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1.
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The first
sentence of Section 3.2 of the Notes shall be amended in its
entirety to provide as follows:
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“The
Company shall at all times maintain Cash and Cash Equivalents
Balances at least equal to $600,000; provided that the Company must
maintain Cash and Cash Equivalents Balances of $200,000 from April
1, 2007 through and including May 15, 2007. Subsequent to May 15,
2007, the Company must maintain Cash and Cash Equivalents Balances
of at least equal to $600,000.”
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2.
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The parties
hereto acknowledge and agree that the breach of this Allonge would
cause irreparable damage to the non-breaching parties and that the
non-breaching parties will not have an adequate remedy at law.
Therefore, the obli
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