Common use of Form of Mandatory Redemption Notice Clause in Contracts

Form of Mandatory Redemption Notice. MANDATORY REDEMPTION NOTICE (SECTION 7 OF CERTIFICATE OF DESIGNATIONS OF SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK) TO: ------------------------------ (Name of Holder) (1) Pursuant to the terms of the Series A Convertible Redeemable Preferred Stock (the "Preferred Stock"), Valentis, Inc., a Delaware corporation (the "Corporation"), hereby notifies the above-named holder (the "Holder") that the Corporation is redeeming _________ shares of Preferred Stock held by the Holder in accordance with Section 7 of the Certificate of Designations of the Series A Convertible Redeemable Preferred Stock (the "Certificate of Designations"). (2) The Initial Mandatory Redemption Date or Final Mandatory Redemption Date is ________________. (3) The Mandatory Redemption Price per share of Preferred Stock is $_________. (4) Upon surrender to the Corporation of the certificate(s) for the shares of Preferred Stock to be redeemed (but in no event earlier than the Initial Mandatory Redemption Date or Final Mandatory Redemption Date), the Corporation will make payment of the Mandatory Redemption Price in accordance with the Certificate of Designations. (5) Capitalized terms used herein and not otherwise defined herein have the respective meanings provided in the Certificate of Designations. Date: _________________________ VALENTIS, INC. By _____________________________ Title:

Form of Mandatory Redemption Notice. MANDATORY REDEMPTION NOTICE (SECTION Section 7 OF CERTIFICATE OF DESIGNATIONS OF SERIES of Certificate of Designations of Series A CONVERTIBLE REDEEMABLE PREFERRED STOCK) TO: ------------------------------ (Name of HolderSenior Secured Convertible Preferred Stock) (1) Pursuant to the terms of the Series A Senior Secured Convertible Redeemable Preferred Stock (the "“Preferred Stock"”), Valentis, Inc.eMagin Corporation, a Delaware corporation (the "“Corporation"”), hereby notifies the above-named holder (the "“Holder"”) that the Corporation is redeeming _________ shares of Preferred Stock held by the Holder in accordance with Section 7 of the Certificate of Designations of the Series A Senior Secured Convertible Redeemable Preferred Stock (the "“Certificate of Designations"”). (2) The Initial Mandatory Redemption Date or Final Mandatory Redemption Date is ________________December 21, 2008. (3) The Mandatory Redemption Price per share of Preferred Stock is $_________. (4) Upon surrender to the Corporation of the certificate(s) for the shares of Preferred Stock to be redeemed (but in no event earlier than the Initial Mandatory Redemption Date or Final Mandatory Redemption Date), the Corporation will make payment of the Mandatory Redemption Price in accordance with the Certificate of Designations. (5) Capitalized terms used herein and not otherwise defined herein have the respective meanings provided in the Certificate of Designations. Date: _________________________ VALENTIS, INC. By _____________________________ By: /s/ Title: