DISPLAYTECH, INC. AMENDED AND RESTATED SHAREHOLDERS' RIGHTS AGREEMENT AMENDMENT NO. 1
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Exhibit 10.8.1
DISPLAYTECH, INC.
AMENDED AND RESTATED
SHAREHOLDERS' RIGHTS AGREEMENT
AMENDMENT NO. 1
This Amendment to the Amended and Restated Shareholders' Rights Agreement dated July 30, 2001 ("Agreement") is made as of April 9, 2002, by and among Displaytech, Inc., a Colorado corporation (the "Company") and the persons and entities listed as Investors in the signature section at the end of this Amendment (the "Investors").
Pursuant to an agreement between the Company and Integral, Inc. ("Integral"), the Company issued to Integral one thousand (1,000) shares of the Company's Series D convertible preferred stock in lieu of cash, as payment of the equity portion of Integral's consulting fees.
Integral has requested that the shares be reissued to its affiliate, Analysis Group Fund I, L.P. ("Analysis"), and Analysis has requested to become a party to the Agreement.
The Company also wishes to amend paragraph 4.2 of the Agreement as it relates to the make up of the Board of Directors and the Scientific Advisory Committee.
The Company and the Investors therefore wish to amend the Agreement for the purposes of adding Analysis as a party, and to amend paragraph 4.2.
AGREEMENT
This Amendment amends the Agreement as follows:
1. Analysis Group Fund I, L.P. is hereby added as a party to the Agreement, entitled to all rights granted, and subject to all obligations assumed by the parties under the Agreement.
2. Additionally, paragraph 4.2.(a) shall be amended by deleting the second sentence of the Agreement, which now states:
"The Investors agree to vote their shares of Voting Stock for the election to the Company's Board of Directors of two (2) designees of the Kingdon Investors, two (2) designees of the Century Investors, two (2) designees of DBCP, two (2) designees of the Xxxxxxx Investors, Xxxxxxxx Xxxxxx and Xxxxx Xxxxxxx."
and inserting the following sentence in its place:
"The Investors agree to vote their shares of Voting Stock for the election to the Company's Board of Directors of two (2) designees of the Kingdon Investors, two (2) designees of the Century Investors, two (2) designees of DBCP, two (2) designees of the Xxxxxxx Investors, and two (2) representatives from the Company's management.
3. Further, section 4.2. (a)(iii) shall be amended by deleting the section in its entirety, which now states:
"(iii) a Scientific Advisory Committee, chaired by Xxxx Xxxxxxxx and also to include Xxxxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx Xxxxx and such other members to be determined in the future by the Board of Directors."
and inserting the following in its place:
"(iii) a Scientific Advisory Committee, chaired by a representative from the Company's management, and also to include other members to be determined by the Board of Directors."
Except as modified herein, all terms of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the day and year first written above.
COMPANY: | ||||
Displaytech, Inc. |
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By: |
/s/ XXXXXXX XXXXXX |
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Name: | Xxxxxxx Xxxxxx | |||
Title: | Chief Executive Officer | |||
ANALYSIS GROUP FUND I, L.P. |
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By: |
ANALYSIS GROUP FUND PARTNERS LLC (G.P.) |
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By: |
Analysis Group Inc., Managing Member |
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By: |
/s/ XXXXXX X. XXXXX |
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Name: | Xxxxxx X. Xxxxx | |||
Title: | Chief Financial Officer | |||
INVESTORS: |
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KINGDON ASSOCIATES, L.P. |
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By: | Kingdon Capital Management Corp., its General Partner | |||
By: |
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Name: | ||||
Title: | ||||
KINGDON PARTNERS, L.P. |
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By: | Kingdon Capital Management Corp., its General Partner | |||
By: |
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Name: | ||||
Title: | ||||
X. XXXXXXX OFFSHORE NV |
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By: | Kingdon Capital Management Corp., its investment advisor | |||
By: |
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Name: | ||||
Title: | ||||
2
J. XXXXXX XXXXXXXXXX, XX. |
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/s/ J. XXXXXX XXXXXXXXXX, XX. |
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J. Xxxxxx Xxxxxxxxxx, Xx. | ||||
CENTURY PARTNERS, L.P.-DTECH, L.P. |
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By: |
Xxxxxxx Xxxxx, its general partner |
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JKB—DISPLAYTECH, LLC |
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By: |
/s/ J. XXXXXX XXXXXXXXXX, XX. J. Xxxxxx Xxxxxxxxxx, Xx. |
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INTERWEST CAPITAL, INC. |
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By: |
/s/ WM. C. XXXXX Xx. X. Xxxxx President |
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XXXXXXX US DISCOVERY FUND III, L.P. |
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By: |
XXXXXXX US DISCOVERY PARTNERS, L.P., its general partner |
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By: |
XXXXXXX US DISCOVERY, LLC, its general partner |
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By: |
/s/ XXXXXX X. XXXX Xxxxxx X. Xxxx, member |
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XXXXXXX US DISCOVERY OFFSHORE FUND III, L.P. |
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By: |
XXXXXXX US DISCOVERY PARTNERS, L.P., its general partner |
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By: |
XXXXXXX US DISCOVERY, LLC, its general partner |
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By: |
/s/ XXXXXX X. XXXX Xxxxxx X. Xxxx, member |
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X.X. XXXXXXXX & CO. DISPLAYTECH INVESTMENT PARTNERSHIP |
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By: |
Xxxx X. Xxxxxxx, General Partner |
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3
DADCO Incorporated |
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By: |
Authorized Officer |
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DB CAPITAL PARTNERS SBIC, L.P. |
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By: |
/s/ XXXXXX X. XXXXX Xxxxxx X. Xxxxx |
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HEWLETT-PACKARD COMPANY |
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By: |
4
DISPLAYTECH, INC. AMENDED AND RESTATED SHAREHOLDERS' RIGHTS AGREEMENT AMENDMENT NO. 1