Stephen Seay - 18 Oct 2023 Form 4 Insider Report for EMAGIN CORP

Footnote F1

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of May 17, 2023, by and among the Issuer, Samsung Display Co., Ltd. ("Parent"), Emerald Intermediate, Inc., a wholly owned subsidiary of Parent ("Silk USA"), and Emerald Merger Sub, Inc., a wholly owned subsidiary of Silk USA ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger") effective as of October 18, 2023 (the "Effective Time") with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.

Footnote F2

At the Effective Time, each then-outstanding restricted stock unit ("RSU") award held by the Reporting Person became fully earned and vested with respect to the maximum number of shares underlying such RSU award.

Footnote F3

At the Effective Time, each share of Common Stock held by the Reporting Person immediately prior to the Effective Time was converted into the right to receive $2.08 in cash, without interest.

Footnote F4

At the Effective Time, each then-outstanding option to purchase Common Stock that had a per share exercise price that was less than $2.08 (each, an "In-the-Money Option") was cancelled and converted into the right to receive an amount in cash equal to the product of (I) the excess, if any, of $2.08 over the applicable exercise price per share of Common Stock subject to such cancelled In-the-Money Option multiplied by (II) the aggregate number of shares of Common Stock subject to such In-the-Money Option immediately prior to the Effective Time.