0001047469-04-022331 Sample Contracts

DISPLAYTECH, INC. AMENDED AND RESTATED SHAREHOLDERS' RIGHTS AGREEMENT
Shareholders' Rights Agreement • July 1st, 2004 • Displaytech Inc • Semiconductors & related devices • Colorado

This Amended and Restated Shareholders' Rights Agreement (this "Agreement") is made as of July 30, 2001, 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 Agreement (the "Investors").

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LEASE AGREEMENT FOR PREMISES LOCATED AT BETWEEN DISPLAYTECH, INC. A Colorado Corporation AS TENANT AND PRATT LAND LIMITED LIABILITY COMPANY A Colorado Limited Liability Company AS LANDLORD
Lease Agreement • July 1st, 2004 • Displaytech Inc • Semiconductors & related devices • Colorado

THIS LEASE, made and entered into this 30th day of July, 1996, by and between PRATT LAND LIMITED LIABILITY COMPANY, a Colorado limited liability company, hereinafter referred to as "Landlord," and DISPLAYTECH, INC., a Colorado corporation, hereinafter referred to as "Tenant."

DISPLAYTECH, INC. NOTE PURCHASE AGREEMENT
Note Purchase Agreement • July 1st, 2004 • Displaytech Inc • Semiconductors & related devices • New York

This Note Purchase Agreement (the "Agreement") is made as of December 10, 2002 between Displaytech, Inc., a Colorado corporation (the "Company"), and the purchasers set forth on Exhibit A hereto (the "Purchasers").

EXCLUSIVE DISTRIBUTOR AGREEMENT
Exclusive Distributor Agreement • July 1st, 2004 • Displaytech Inc • Semiconductors & related devices • Colorado

This Distributor Agreement (this "Agreement") is made and entered into as of April 1st, 2004 by and between Displaytech Inc., a Colorado corporation (hereinafter called "Displaytech"), 2602 Clover Basin Drive, Longmont, Colorado 80503-7603, and Nissho Electronics Corporation (hereinafter called "Nissho"), a Japanese corporation, 7-3-1 Tsukiji Chuo-ku, Tokyo 104, Japan, for marketing and sales by Nissho of Displaytech products described in Exhibit A attached hereto (hereinafter called "Products").

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Subordination Agreement • July 1st, 2004 • Displaytech Inc • Semiconductors & related devices • New York

[*****] = Certain confidential information contained in this document, marked with brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

STOCK PURCHASE AGREEMENT dated as of February 11, 2003 among DISPLAYTECH, INC. and FLEMING US DISCOVERY FUND III, L.P., FLEMING US DISCOVERY OFFSHORE FUND III, L.P. and INTERWEST CAPITAL, INC.
Stock Purchase Agreement • July 1st, 2004 • Displaytech Inc • Semiconductors & related devices • Colorado

This STOCK PURCHASE AGREEMENT is dated as of February 11, 2003 among Displaytech, Inc., a Colorado corporation (the "Company"), Fleming US Discovery Fund III, L.P., Fleming US Discovery Offshore Fund III, L.P., and InterWest Capital, Inc. (each referred to as "Purchaser" and collectively as "Purchasers").

DISPLAYTECH, INC. NOTE PURCHASE AGREEMENT
Note Purchase Agreement • July 1st, 2004 • Displaytech Inc • Semiconductors & related devices • New York

This Note Purchase Agreement (the "Agreement") is made as of December 31, 2003 between Displaytech, Inc., a Colorado corporation (the "Company"), and the purchasers set forth on Exhibit A hereto (the "Purchasers").

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • July 1st, 2004 • Displaytech Inc • Semiconductors & related devices • Colorado

THIS STOCK PURCHASE AGREEMENT (this "Agreement"), dated effective as of March 24, 2004, by and among Displaytech, Inc., a Colorado corporation (the "Company") and the purchasers set forth on Schedule 1 hereto (each referred to as "Purchaser" and collectively as "Purchasers").

MANUFACTURING AGREEMENT
Manufacturing Agreement • July 1st, 2004 • Displaytech Inc • Semiconductors & related devices • Colorado

This agreement ("Agreement") is dated December 10, 1998, and is entered into by and between Displaytech, Inc., a corporation organized and existing under the laws of the State of Colorado in the United States of America, with its principal place of business located at 2602 Clover Basin Drive, Longmont, CO 80503 U.S.A. ("DT"), and Miyota Co., Ltd., established and existing under the laws of Japan, with its registered office located at 4107-5 Miyota-machi, Kitasaku-gun, Nagano-ken, 389-0294 Japan ("MYT"; along with DT a "Party", and together the "Parties").

EMPLOYMENT AGREEMENT (Lloyd M. Lewis)
Employment Agreement • July 1st, 2004 • Displaytech Inc • Semiconductors & related devices • Colorado

THIS EMPLOYMENT AGREEMENT (this "Agreement") is entered into effective as of May 22, 2004 by and between Displaytech, Inc., a Colorado corporation (the "Company"), and Lloyd M. Lewis, a resident of Colorado ("Executive").

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • July 1st, 2004 • Displaytech Inc • Semiconductors & related devices • Colorado

This Note Purchase Agreement (this "Agreement"), dated as of February 12 1999, by and between Displaytech, Inc., a Colorado corporation (the "Issuer" or the "Company"), and Hewlett-Packard Company, a Delaware corporation (the "Purchaser").

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