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Exhibit 10.2  



        [*****] = 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. 


 
 

DISPLAYTECH, INC.    
    
    NOTE PURCHASE AGREEMENT    
    


        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"). 


Section 1  


Authorization and Sale of the Notes  


        1.1    Authorization of the Note.    The Company represents and warrants to the Purchasers that it has authorized the
sale and issuance of convertible promissory notes in substantially the form attached hereto as Exhibit B (each a "Note"). 



        1.2    Sale of the Notes.    Subject to the terms and conditions hereof and in reliance upon the representations,
warranties and agreements included and incorporated by reference herein, each of the Purchasers, severally and not jointly, agrees to purchase Notes from the Company in an initial aggregate principal
amount as set forth opposite such Purchaser's name on Exhibit A (each an
"Individual Purchase Commitment"). The total initial aggregate principal amount of all Notes sold by the Company to the Purchasers shall not exceed $600,000.00 (the "Aggregate Purchase Commitment").
Each sale (a "Sale") of Notes by the Company to the Purchasers from time to time shall be in an aggregate amount (the "Sale Amount") specified by the Company in a written request to the Purchasers
(each a "Purchase Request"). In the event of a Sale, each Purchaser shall purchase a Note in the amount of its pro rata share, determined by multiplying the Sale Amount by a fraction, the numerator of
which is such Purchaser's Individual Purchase Commitment and the denominator of which is the Aggregate Purchase Commitment (each a "Pro Rata Share"). Each sale of the Notes to each of the Purchasers
will constitute a separate sale hereunder. 


        1.3    Increased Commitment.    Notwithstanding anything herein to the contrary, (a) the Aggregate Purchase
Commitment may be increased from time to time upon the written consent of the Company and Purchasers holding at least 80% of the aggregate principal amount of the Notes then outstanding, and
(b) subject to clause (a), an Individual Purchase Commitment may be increased from time to time upon the written consent of the Company and the Purchaser whose Individual Purchase
Commitment is to be so increased. 


Section 2  


Closings; Delivery; Conditions  


        2.1.    Closings.    The purchase and sale of the Notes under this Agreement shall take place in multiple closings,
each such closing (a "Closing") to take place at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York 10166. The initial Closing shall take place on
December 10, 2002, or at such other time and date as the parties may agree. Each subsequent Closing, if any, shall occur on the dates as determined by the Company and the Purchasers. 


        2.2    Delivery.    At the initial Closing, subject to the terms and conditions hereof, the Company will deliver to
each Purchaser the initial Notes to be purchased by such Purchaser from the Company, dated the date of the Closing, and such other certificates, consents, waivers and agreements as are reasonably
requested by the Purchasers (together with this Agreement, collectively the "Transaction Documents"), against payment of the purchase price therefor payable as of the date of such Closing by 







 



wire
transfer. On any subsequent Closing, the Company will deliver to each Purchaser additional Notes subject to the terms and conditions hereof (including without limitation payment by the Purchasers
of the purchase price therefor). 


        2.3    Conditions to Obligations of the Purchasers to Purchase the Initial Notes.    The Purchasers' obligations to
purchase the Notes at the initial Closing are subject to the following conditions: 



        2.3.1    Certified Board Resolutions.    The Purchasers shall have received a copy of the resolutions of the directors
of the Company authorizing the transactions contemplated by each of the Transaction Documents, and the Company shall have acknowledged that such resolutions are true, complete and correct. 



        2.3.2    Waivers; Consents.    All proceedings to have been taken and all waivers, consents and approvals to be
obtained in connection with the transactions contemplated by this Agreement shall have been taken or obtained, and all Transaction Documents shall be reasonably satisfactory to the Purchasers, and the
Purchasers shall have received copies (executed or certified, as may be appropriate) of the documents which the Purchasers may reasonably have requested in connection with such transactions. 


        2.3.3    Governmental Authorizations.    All consents, permits, approvals, qualifications and/or registrations
required to be obtained or effected prior to the initial Closing under any applicable state securities or "Blue Sky" laws of any jurisdiction shall have been obtained or effected. 


        2.3.4    Opinion of Counsel.    The Purchasers shall have received from George E. Clough, General Counsel to the
Company, an opinion dated as of the initial Closing date, in the form set forth on Exhibit C hereto. 




        2.4    Conditions to Obligations of the Purchasers to Purchase Notes on any Closing.    



        2.4.1    Note.    Each Purchaser shall have received its respective duly executed initial Note. 


        2.4.2    Representations and Warranties.    The Purchasers shall have received a certificate of an officer of the
Company certifying that all representations and warranties of the Company are accurate, correct and complete in all material respects at and as of such Closing date as if made at and as of such date,
except for those representations and warranties made as of a specific date other than the date of this Agreement, which shall be true and correct as of such other date. 



        2.4.3    Opinion of Counsel.    The Purchasers shall have received from George E. Clough, General Counsel to the
Company, an opinion dated as of such Closing date with respect to such matters as the Purchasers reasonably request. 




        2.5    Conditions to Obligations of the Company.    The Company's obligations to sell the Notes on any Closing are
subject to the following conditions: 



        2.5.1    Payment.    The Company shall have received full payment referenced in Section 2.2 hereof to be
delivered to the Company in consideration of the issuance of such Notes. 


        2.5.2    Representations and Warranties.    All representations and warranties of the Purchasers shall be accurate,
correct and complete in all material respects at and as of such Closing date as if made at and as of such date, except for those representations and warranties made as of a specific date other than
the date of this Agreement, which shall be true and correct as of such other date. 



        2.5.3    Blue Sky.    The Company shall have obtained all necessary Blue Sky law permits and qualifications, or
secured an exemption therefrom, required by any State for the offer and sale of such Notes. 



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Section 3  


Representations and Warranties  


        The Company and the Purchasers, severally and not jointly, represent and warrant as follows as of the date hereof, except as set forth in the schedules attached
hereto: 


        (a)   The
Company and the Purchasers agree that their respective representations and warranties set forth in Sections 4 and 5 of that certain Stock Purchase Agreement, dated
as of July 30, 2001, among the Company, the Purchasers and the other parties set forth on the signature pages thereto (the "Series D Agreement"), including the exceptions thereto set
forth in the Schedule of Exceptions, are incorporated by reference herein and applicable as of the date hereof; provided, that all references in such
sections to "Agreement," "Shares," "Conversion Shares" and "Closing Date" shall be deemed references to "this Agreement," "the Notes," "the shares issuable upon conversion of the Notes" and "the
initial Closing hereunder," respectively, for purposes hereof; provided, further, that the Schedule of
Exceptions attached to the Series D Agreement shall be deemed amended for purposes of this Agreement in the manner set forth on Exhibit D
hereto. 


        (b)   Notwithstanding
the foregoing, for purposes of this Agreement only, the parties agree that (i) the reference to "July 27, 2001" set forth in
Section 4.2(a) of the Series D Agreement shall be replaced with "August 1, 2001" and (ii) the reference to "July 27, 2001" set forth in
Section 4.19(i) of the Series D Agreement shall be replaced with "November 30, 2002". 


Section 4  


Covenants  


        4.1    Future Bridge Financings.    If the Company enters into another debt financing (including rights and agreements
ancillary thereto, but excluding any renewal, extension or modification of the Company's existing indebtedness to Hewlett-Packard Company in the principal amount of $10,000,000.00 plus accrued
interest thereon (the "HP Debt")) during the term of the Notes in which any of the terms provided to the lender(s) therein are more favorable than those provided to the Purchasers, then the Notes
automatically shall be and hereby are amended to include such more favorable terms, and the Company promptly shall execute and deliver documents reflecting such amended terms; provided that the Notes
as so amended shall in all events be subordinate to the HP Debt as set forth in Section 3 of the form of Note attached hereto as Exhibit B. 


Section 5  


Miscellaneous  


        5.1    Expenses.    The Company shall be responsible for its attorneys' fees incurred in the preparation, execution
and delivery of this Agreement, the Notes, any other Transaction Documents and other related documentation, and shall pay, simultaneously with the initial Closing, $50,000 of such fees and other costs
and expenses of the Purchasers as a group in connection with the closing of the sale of the Notes and the negotiation and closing of the proposed Series E preferred stock financing (including,
without limitation, the fees and expenses of Gibson, Dunn & Crutcher LLP). Should any legal action, arbitration or other proceeding be commenced between the parties hereto concerning this
Agreement, the Notes or any matters relating thereto, the party prevailing in such legal action, arbitration or other proceeding shall be entitled, in addition to such other relief as may be granted,
to recover attorneys' fees and costs in such legal action, arbitration or other proceeding, which fees and costs shall be determined by the court or arbitrator, as the case may be. 


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        5.2    Incorporation by Reference.    



        (a)   The
provisions of Sections 6, 12, 13, 16 and 19 of the Series D Agreement are incorporated by reference herein and applicable as of the date hereof;  provided, that all references in such sections to
"Agreement," "Shares," "Conversion Shares" and "Closing Date" shall be deemed references to "this
Agreement," "the Notes," "the shares issuable upon conversion of the Notes" and "the initial Closing hereunder," respectively, for purposes hereof. 



        (b)   The
parties acknowledge and agree that (i) the incorporation by reference made in Section 3 and Section 5.2(a) hereof is intended to apply the
substantive meaning of certain sections of the Series D Agreement to the sale and issuance of the Notes as contemplated herein and (ii) to the extent any additional amendments to the
sections of the Series D Agreement that are incorporated by reference herein are required to accomplish such intention, such additional amendments shall be and hereby are made. 


        (c)   In
the event that any provision of the Series D Agreement incorporated by reference herein may be held to conflict with provisions of this Agreement and/or the
Notes, the provisions of this Agreement and/or the Notes, as the case may be, shall control. 



Section 6  


Notice  


        All notices, requests, demands, consents and other communications hereunder shall be in writing and shall be delivered by hand or shall be sent by telex or
telecopy (confirmed by registered, certified or overnight mail or courier, postage and delivery charges prepaid), (i) if to the Company, to Displaytech, Inc., 2602 Clover Basin Drive,
Longmont, CO 80503-7603, Attention: Chief Executive Officer, with a copy to George E. Clough, Esq. or (ii) if to the Purchasers, at the address indicated on Exhibit A hereto,
with a copy to Gibson, Dunn & Crutcher LLP, 200 Park Avenue, 48th floor, New York, NY 10166, Attention: Steven R. Shoemate, Esq., or at such other address as a party may from time
to time designate as its address in writing to the other party to this Agreement. Whenever any notice is required to be given hereunder, such notice shall be deemed given and such requirement
satisfied only when such notice is delivered or, if sent by telex or telecopier, when received. 


[Remainder
of page intentionally blank; signature page follows immediately] 


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        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. 



	 	 	DISPLAYTECH, INC.
	

 	
 	

By:	

/s/  RICHARD BARTON      

	 	 	 	Name: Richard Barton
	 	 	 	Title: CEO
	

 	
 	

By:	

/s/  GEORGE E. CLOUGH      

	 	 	 	Name: George E. Clough
	 	 	 	Title: Secretary
	

Accepted and Agreed to as of the

date first above written by the

undersigned Purchasers:	
 	

 	

 





	

FLEMING US DISCOVERY FUND III, L.P.
	

By:	

FLEMING US DISCOVERY PARTNERS, L.P., its general partner	

 
	

By:	

FLEMING US DISCOVERY, LLC, its general partner	

 
	

By:	

/s/  ROBERT L. BURR      
	

 
	 	Name: Robert L. Burr	 
	 	Title: Member	 
	

FLEMING US DISCOVERY OFFSHORE FUND III, L.P.
	

By:	

FLEMING US DISCOVERY PARTNERS, L.P., its general partner	

 
	

By:	

FLEMING US DISCOVERY, LLC, its general partner	

 
	

By:	

/s/  ROBERT L. BURR      
	

 
	 	Name: Robert L. Burr	 
	 	Title: Member	 
	

INTERWEST CAPITAL, INC.
	

By:	

/s/  WILLIAM C. GLYNN      
	

 
	 	Name: William C. Glynn	 
	 	Title: President	 









EXHIBIT A  



	Purchaser
 
	 	Individual Purchase Commitment

	Fleming US Discovery Fund III, L.P.

1221 Avenue of the Americas, 40th Floor

New York, New York 10020

Attn: Robert L. Burr	 	$	258,500.00
	

Fleming US Discovery Offshore Fund III, L.P.

1221 Avenue of the Americas, 40th Floor

New York, New York 10010020

Attn: Robert L. Burr	
 	
$	

41,500.00
	

InterWest Capital, Inc.

P.O. Box 7608

555 S. Cole Rd.

Boise, Idaho 83707

Attn: William C. Glynn	
 	
$	

300,000.00










EXHIBIT B  


        THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED UNLESS THE COMPANY HAS
RECEIVED A WRITTEN OPINION FROM COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSFER IS BEING MADE IN COMPLIANCE WITH ALL APPLICABLE FEDERAL AND STATE
SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION THEREFROM. 


DISPLAYTECH, INC.

PROMISSORY NOTE  



	$            	 	Longmont, Colorado

December    , 2002





        FOR VALUE RECEIVED, the undersigned, Displaytech, Inc., a Colorado corporation (the
"Company"), promises to pay to the order of                        , or its
registered assigns (the "Holder"),
the principal sum of                        DOLLARS
($                        ), with interest thereon from time to time as provided herein.
 


        1.    Agreement.    This promissory note (this
"Note" and together with all other promissory notes issued pursuant to the Agreement (as defined below), the
"Notes") is issued pursuant to the Note Purchase Agreement dated as of December    , 2002 (as the same may be amended, supplemented or
otherwise modified from time to time, the "Agreement"), between the Company, the Holder and the other
purchasers named therein (the "Other Holders" and together with the Holder, the "Holders"), and the
Holder is subject to the terms and entitled to the benefits of this Note and the Agreement and may enforce the agreements of the Company contained herein and therein and exercise the remedies provided
for hereby and thereby or otherwise available in respect hereto and thereto. Capitalized terms used herein without definition have the meanings assigned thereto in the Agreement. 


        2.    Maturity Date; Interest.    The principal under this Note shall
be due and payable on February 14, 2003 (the "Maturity Date"). Interest shall accrue from the date hereof (computed on the basis of a
360-day year of twelve 30-day months), at the rate per annum from time to time announced in the Wall Street Journal as the prime
commercial lending rate, plus 2% (the "Interest Rate"), on the unpaid principal amount of the Note, and shall be due and payable in cash or, subject to
Section 5, convertible into shares, at the option of the Holder, at the earlier of (i) the Maturity Date and (ii) the date of conversion of the Note;  provided, however, that upon the
occurrence and during the continuance of an Event of Default (as defined herein), interest shall accrue at the rate of
fifteen percent (15%) per annum. 


        3.    Rank.    The Note shall rank senior to all indebtedness of the
Company, whether presently existing or hereinafter incurred, with the exception of indebtedness owed by the Company to Hewlett-Packard Company in the original principal amount of $10,000,000 plus
accrued interest ("HP Debt"), and all obligations owed to Transamerica Business Credit Corporation ("TA") under that certain Master Lease Agreement ("TA
Lease") between the Company and TA dated as of July 6, 1998. The Holder acknowledges that its priority and right of payment hereunder is subordinate to payment of the HP Debt, and all
obligations owed to TA under the TA Lease. Notwithstanding any provision of this Note to the contrary, upon any receivership, insolvency, assignment for the benefit of creditors, bankruptcy,
reorganization or arrangement with creditors (whether or not pursuant to bankruptcy or other insolvency laws), sale of all or substantially all of the assets, dissolution, liquidation or any other
marshaling of the assets and liabilities of the Company, or in the event this Note shall become due and payable, whether at maturity, upon acceleration or otherwise: (i) no amount shall be paid
by the Company, whether in cash or property, in respect of the principal of or interest on this Note at the time outstanding, unless and until the full amount of the HP Debt then outstanding shall
have been paid in full, and (ii) no claim or proof of claim shall be filed with the Company by or on behalf of the 







 



Holder
which shall assert any right to receive any payments in respect of the principal of and interest on this Note except subject to the payment in full of all of the HP Debt then outstanding;  provided, that
nothing in this Section 3 shall affect the Holder's right to convert the unpaid principal and interest on this Note into shares of
the Company's capital stock pursuant to Section 5 hereof. 



        4.    Prepayment.    The Company shall have no right to prepay the
Notes in whole or in part at any time prior to the Maturity Date. 


        5.    Conversion.    



        (a)   Subject
to any required waivers or consents by holders of the Company's capital stock, upon the consummation, on or prior to the Maturity Date, of a Qualified Financing
(as defined below), the Holder shall convert the unpaid principal and interest on this Note into the type, kind and character of securities issued in the Qualified Financing, on the same terms and
with the same rights, preferences and privileges as are received by investors in the Qualified Financing, and such securities shall be issued pursuant to the same agreements for the issuance of the
securities in the Qualified Financing. The number of securities to be issued to the Holder shall equal (i) the outstanding principal amount of this Note plus accrued interest thereon as of such
conversion date, divided by (ii) the price per share at which shares of such securities are issued in the Qualified Financing. The Company shall give the Holder not less than ten
(10) days prior written notice of the commencement of any Qualified Financing. For purposes of this Note, "Qualified Financing" shall mean the
Company's sale of its equity securities, consummated on or prior to the Maturity Date, in which at least $4,000,000 in gross cash proceeds is received by the Company (including, for purposes of such
calculation, the aggregate consideration received by the Company upon issuance of the Notes). 


        (b)   If
(i) the holders of the Company's capital stock fail to grant any required waivers or consents or (ii) a Qualified Financing is not consummated prior to
the Maturity Date, then interest with respect to the Note shall continue to accrue at the Interest Rate for ten business days following the Maturity Date. On such tenth day, the Company shall pay all
amounts due hereunder; provided, that if the Company fails to so make such payment, then the annual interest rate shall increase to fifteen percent
(15%). 


        (c)   If
this Note has not been previously converted as provided above, then the Holder may, at its option, convert the unpaid principal and interest on the Note into shares
of the Company's common stock if the Company completes an initial public offering of common stock on or before the Maturity Date. The conversion price for the common stock shall be the offering price
for the common stock in the initial public offering. 


        (d)   Upon
a Fundamental Change (as defined below) prior to the Maturity Date, the Holder may, at its option upon written notice to the Company, (i) accelerate payment
of the unpaid principal and accrued interest on the Note to the date of consummation of such Fundamental Change, (ii) convert the Note into any of the Company's securities being acquired in
connection with the Fundamental Change at the price per share paid for such securities in the Fundamental Change, (iii) keep the Notes outstanding such that interest shall continue to accrue
until the Maturity Date, or (iv) select a combination of any or all of the foregoing. 


        For
purposes hereof, "Fundamental Change" means any of the following events: 



          (i)  the
sale (or functional equivalent of a sale) of all or substantially all of the assets of the Company; 



         (ii)  any
consolidation of the Company with, or merger of the Company into, any other person, any merger of another person into the Company or any other business combination
involving the Company which results in the holders of the Company's stock immediately prior 




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to
giving effect to such transaction owning shares of capital stock of the surviving corporation in such transaction representing (x) fifty percent (50%) or less of the total voting power of
all shares of capital stock of such surviving corporation entitled to vote generally in the election of directors or (y) fifty percent (50%) or less of the total value of all capital stock of
such surviving corporation; or 


        (iii)  any
person, together with "affiliates" and "associates" of such person (within the meaning of the Securities Exchange Act of 1934, as amended), shall acquire after the
date hereof beneficial ownership within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which when aggregated with the beneficial ownership on or
prior to the date hereof, shall constitute greater than 50% of the voting power of the capital stock of the Company. 





        Notwithstanding
the foregoing, "Fundamental Change" shall not mean any change in ownership of the Company, voting power of the Company's stockholders or composition of the Company's
Board of Directors resulting from or occurring in connection with a Qualified Financing. 



        (e)   In
the event of any conversion as provided above, the Company shall not issue fractional securities but shall pay the dollar equivalent of any fractional securities. 


        (f)    The
Company shall not be obligated to issue certificates evidencing the securities issuable upon such conversion unless the Note is either delivered to the Company or
its transfer agent, or the Holder notifies the Company or its transfer agent that the Note has been lost, stolen or destroyed and executes an agreement satisfactory to the Company to indemnify the
Company from any loss incurred by it in connection with the Note. The Company shall, as soon as practicable after such delivery, or such agreement and indemnification, issue and deliver at such office
to the Holder, a certificate or certificates for the securities to which the Holder shall be entitled as the result of a conversion, as mutually agreed to between the Company and the Holder. Such
conversion shall be deemed to have been made on the closing date of the Qualified Financing, on the Maturity Date, or immediately prior to the Company's initial public offering or Fundamental Change,
as applicable. The person or persons entitled to receive securities issuable upon such conversion shall be treated for all purposes as the record holder or holders of such securities on such date. 


        (g)   In
the event that any principal of or interest on this Note remains unpaid at any time after payment thereof is due hereunder, the Holder shall retain all rights
hereunder, including but not limited to conversion rights, until such time as amounts due, including additional accrued interest, have been paid in full. Subject to the foregoing, upon
(i) either (A) payment in full by the Company to the Holder of all principal, interest and any other amounts due pursuant to the terms hereof or (B) conversion of this Note in
full pursuant to the terms hereof and (ii) fulfillment by the Company of all its other obligations hereunder, this Note shall terminate; provided
that the rights of the Holder to seek legal and equitable relief in connection with claims arising (y) out of the representations and warranties of the Company or performance by the Company of
its obligations hereunder on or prior to the date of such termination or (z) for any other reason in connection with this Note prior to its termination, shall survive such termination date. 




        6.    Anti-dilution Adjustments.    



        The
conversion price for securities issued upon conversion of the Note, if such securities have a conversion price, will be subject to proportional adjustment for stock splits, stock
dividends, reverse stock splits, subdivisions or combinations, reclassifications, recapitalizations and the like. 


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        7.    Defaults and Remedies.    



        (a)    Events of Default.    An "Event of Default" shall occur
hereunder if: 



          (i)  the
Company shall fail to pay the principal or interest of this Note, when and as the same shall become due and payable, whether upon demand or by acceleration or
otherwise; or 


         (ii)  the
Company shall breach the due observance or performance of any covenant, condition or agreement on the part of the Company to be observed or performed pursuant to
the Agreement, this Note or the promissory notes issued by the Company to Other Holders pursuant to the Agreement, and such breach shall continue unremedied for more than fifteen (15) business
days following written notice to the Company thereof; or 


        (iii)  any
representation, warranty, certification or statement made by or on behalf of the Company in the Agreement, this Note or the promissory notes issued by the Company
to Other Holders pursuant to
the Agreement, or in any certificate or other document delivered pursuant hereto or thereto shall have been incorrect in any material respect when made; or 


        (iv)  the
Company shall breach any terms or provisions of any other agreements which gives any third party (A) the right to accelerate, after the expiration of all
applicable grace periods, payment of a material obligation or (B) grounds to establish the breach of or to terminate any other material agreement, and such breach shall continue unremedied for
more than fifteen (15) business days following written notice to the Company thereof; or 


         (v)  an
involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (A) relief in respect of the
Company or of a substantial part of its property or assets, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other Federal or state bankruptcy, insolvency,
receivership or similar law, (B) the appointment of a receiver, trustee, custodian, sequestrator, conservator or a similar official for the Company or for a substantial part of its property or
assets, or (C) the winding up or liquidation of the Company; and such proceeding or petition shall continue undismissed for sixty (60) days, or an order or decree approving or ordering
any of the foregoing shall be entered; or 


        (vi)  the
Company shall (A) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or
hereafter amended, or any other Federal or state bankruptcy, insolvency, receivership or similar law, (B) consent to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding for the filing of any petition described in paragraph (v) of this Section 7(a), (C) apply for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for the Company, or for a substantial part of its property or assets, (D) file an answer admitting the material allegations of a petition filed
against it in any such proceeding, (E) make a general assignment for the benefit of creditors, (F) become unable, admit in writing its inability or fail generally to pay its debts as
they become due or (G) take any action for the purpose of effecting any of the foregoing. 




        (b)    Acceleration.    If an Event of Default occurs, then the outstanding principal of and interest on this Note
shall automatically become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which are expressly waived and the Holder shall be entitled to exercise all
of its rights and remedies hereunder and under the Agreement whether at law or in equity. 




        8.    Suits for Enforcement.    Upon the occurrence of any one or more
Events of Default, the Holder may proceed to protect and enforce its rights and remedies hereunder by suit in equity, action at law or by other appropriate proceeding, whether for the specific
performance of any covenant or agreement 


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contained
in the Agreement or this Note or in aid of the exercise of any power granted in the Agreement or this Note, or may proceed to enforce the payment of this Note, or to enforce any other legal
or equitable right of the Holder of this Note. 


        9.    Remedies Cumulative.    No remedy herein conferred upon the
Holder is intended to be exclusive of any other remedy and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at
law or in equity or by statute or otherwise. To the extent permitted by applicable law, the Company and the Holder waive presentment for payment, demand, protest and notice of dishonor. 


        10.    Holder; Transfer.    



        (a)   The
term "Holder" as used herein shall also include any permitted transferee of this Note whose name has been recorded by
the Company in the register referred to in Section 10(b). The Holder acknowledges that this Note has not been registered under the Securities Act of 1933, as amended, or any state securities
laws, and may be transferred only upon receipt by the Company of an opinion of counsel, which opinion shall be reasonably satisfactory in form and substance to the Company, stating that such transfer
is being made in compliance with all applicable federal and state securities laws or pursuant to an applicable exemption therefrom. This Note may not be transferred other than to an affiliate (as
defined in Rule 501 under the Securities Act) of the Holder without the prior written consent of the Company, which consent shall not be unreasonably withheld. 



        (b)   The
Company shall maintain a register in its office for the purpose of registering the Note and any transfer thereof, which register shall reflect and identify, at all
times, the ownership of the Note. Upon the issuance of this Note, the Company shall record the name of the initial purchaser of this Note in such register as the first Holder. Thereafter, the Company
shall duly record the name of a permitted transferee on such register promptly after receipt of the opinion referred to in Section 10(a) above. 




        11.    Payments.    All payments of principal of and interest on this
Note shall be made in lawful money of the United States of America provided, that nothing in this Section 11 shall affect the Holder's right to
convert the unpaid principal and interest on this Note into shares of the Company's capital stock pursuant to Section 5 hereof.. 


        12.    Covenants Bind Successors and Assigns.    All the covenants,
stipulations, promises and agreements contained in this Note by or on behalf of the Company shall bind its successors and permitted assigns, whether so expressed or not. 



        13.    Governing Law.    This Note shall be governed by and construed
in accordance with the laws of the State of New York regardless of conflicts of law principles. 


        14.    Variation in Pronouns.    All pronouns and any variations
thereof refer to the masculine, feminine or neuter, singular or plural, as the context may require. 



        15.    Headings.    The headings in this Note are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof. 


        16.    Attorney's Fees.    If the indebtedness represented by this
Note or any part thereof is collected in bankruptcy, receivership or other judicial proceedings or if this Note is placed in the hands of attorneys for collection after default, the Company agrees to
pay, in addition to the principal payable hereunder, reasonable attorneys' fees and costs incurred by the Holder. 



        17.    Assignment.    The Holder shall not assign its rights or
obligations under this Note to any third party, except pursuant to the provisions of Section 10(a). Any assignment in breach of the foregoing shall be void and of no force or effect. 


5







 



        18.    Amendment; Waiver.    Except as otherwise expressly provided
herein, any term of the Notes may be amended and the observance of any term of the Notes may be waived only with the written consent of the Company and Holders holding at least 80% of the aggregate
principal amount of the Notes then outstanding. Notwithstanding anything herein to the contrary, if the Company enters into another debt financing (including rights and agreements ancillary thereto,
but excluding any renewal, extension or modification of the HP Debt) during the term of the Notes in which any of the terms to the lender(s) therein are more favorable than those provided to the
Holders, then the Notes automatically shall be deemed amended to include such more favorable terms, and the Company promptly shall execute and deliver documents reflecting such amended terms; provided
that the Notes as so amended shall in all events be subordinate to the HP Debt as set forth in Section 3 of this Note. Any amendment or waiver effected in accordance with this section shall be
binding upon all Holders, and the Company shall promptly give notice to all Holders of any amendment effected in accordance with this Section 18. 


[Remainder
of page intentionally blank; signature page follows immediately] 


6







 

        IN WITNESS WHEREOF, this Note has been executed by the Company by its duly authorized officer as of the day and year first above written. 



	

 	
 	
DISPLAYTECH, INC.
	

 	
 	

By:	
 	

    

	 	 	 	 	Name:    Richard Barton
	 	 	 	 	Title:    Chief Executive Officer




7







EXHIBIT C  


December 10,
2002 


Fleming
US Discovery Fund III, L.P.

Fleming US Discovery Offshore Fund III, L.P.

1221 Avenue of the Americas, 40th Floor

New York, New York 10020 


InterWest
Capital, Inc.

P.O. Box 7608

555 S. Cole Road

Boise, Idaho 83707 



	Re:
	Displaytech, Inc.

Sale of Promissory Notes




Ladies
and Gentlemen: 


        I
am the General Counsel of Displaytech, Inc., a Colorado corporation (the "Company"), and, as such, I am rendering this opinion in
connection with the Note Purchase Agreement dated as of December 10, 2002 (the "Purchase Agreement"), among the Company and Fleming US Discovery
Fund III, L.P., Fleming US Discovery Offshore Fund III, L.P., and InterWest Capital, Inc., respectively, (collectively, the "Purchasers"),
relating to the issuance and sale by the Company, initially, in the aggregate, of up to $600,000 principal amount of notes (the "Notes"). Capitalized
terms used herein but not defined herein have the respective meanings given to them in the Purchase Agreement. I am rendering this opinion letter to you at the request of the Company pursuant to
Section 2.3.4 of the Purchase Agreement. 


        In
rendering the opinions set forth below, I have examined and relied upon the originals, copies or specimens, certified or otherwise identified to my satisfaction, of the Transaction
Documents (as defined below) and such certificates, corporate and public records, agreements and instruments and other documents, including, among other things, the documents delivered on the date
hereof, as I have deemed appropriate as a basis for the opinions expressed below. In such examination I have assumed the genuineness of all signatures, the authenticity of all documents, agreements
and instruments submitted to me as originals, the conformity to original documents, agreements and instruments of all documents, agreements and instruments submitted to me as copies or specimens, the
authenticity of the originals of such documents, agreements and instruments submitted to me as copies or specimens, and the accuracy of the matters set forth in the documents, agreements and
instruments I reviewed. As to any facts material to such opinions that were not known to me, I have relied upon statements and representations of officers and other representatives of the Company, and
of public officials. Except as expressly set forth herein, I have not undertaken any independent investigation (including, without limitation, conducting any review, search or investigation of any
public files, records or dockets) to determine the existence or absence of the facts that are material to my opinions, and no inference as to my knowledge concerning such facts should be drawn from my
reliance on the representations of the Company in connection with the preparation and delivery of this letter. 


        In
particular, I have examined and relied upon: 



        1.     The
Purchase Agreement together with the Exhibits and Schedules thereto; and 


        2.     The
Notes (collectively, the "Transaction Documents"). 




        References
in this letter to "Applicable Laws" shall mean those laws, rules and regulations of the State of Colorado and of the United
States of America which, in my experience, are normally applicable to transactions of the type contemplated by the Transaction Documents. References in this letter to the term
"Governmental Authorities" means executive, legislative, judicial, administrative or regulatory bodies of the State of Colorado or the United States of
America. References in this letter to 







 

the
term "Governmental Approval" means any consent, approval, license, authorization or validation of, or filing, recording or registration with, any
Governmental Authority pursuant to Applicable Laws. 


        I
have also assumed (other than with respect to the Company) that all documents, agreements and instruments have been duly authorized, executed and delivered by all parties thereto, that
all such parties had the power and legal right to execute and deliver all such documents, agreements and instruments, and that such documents, agreements and instruments are valid, binding and
enforceable obligations of such parties. As used herein, "to my knowledge", "known to me" or words of similar import mean the actual knowledge, without independent investigation. 


        I
express no opinion concerning the laws of any jurisdiction other than the laws of the State of Colarado and, to the extent expressly referred to in this opinion letter, the federal
laws of the United States of America. I am not licensed to practice law in the State of New York and I have neither examined nor expressed any opinion with respect to New York law. 



        Based
upon and subject to the foregoing, I am of the opinion that: 



        1.     The
Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado, with all requisite corporate power and
authority to carry on its business and to own, lease and operate its properties and assets as now being and as heretofore conducted. 


        2.     The
Transaction Documents have been duly authorized, executed and delivered by the Company. 



        3.     The
Company has the requisite corporate power and authority to enter into and perform its obligations under the Transaction Documents. 


        4.     The
execution and delivery by the Company of each of the Transaction Documents, and the performance by the Company of its obligations thereunder (a) do not result
in a violation of any provision of the Certificate of Incorporation or By-laws of the Company or any Applicable Laws applicable to the Company, (b) assuming execution by Displaytech
Series B and Series D Preferred Stockholders, and Hewlett-Packard Company of certain consents and waivers of their contract rights, do not breach or result in a material violation of, or
default under, any indenture, mortgage, deed of trust, agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or
to which any of the property or assets of the Company or any of its subsidiaries is subject, and (c) do not require any Governmental Approval to be obtained on the part of the Company, except
those that may be required under state securities or blue sky laws. 


        5.     Upon
execution and delivery of the Purchase Agreement, the authorized capital stock of the Company shall consist of (a) 25,000,000 shares of Common Stock, $0.001
par value per share, of which (1) 242 shares are issued and outstanding, 20,000 shares of Common Stock are held as treasury shares, 309,765 warrants are outstanding for a total of 309,765
shares of Common Stock, and 2,699,022 options are outstanding for a total of 2,699,022 shares of Common Stock, and (b) 5,000,000 shares of Preferred Stock, $0.001 par value per share, of which
(1) 500,000 shares have been designated as Series A Preferred Stock, none of which are issued and outstanding, (2) 750,000 shares designated as Series HP Convertible Preferred
Stock, none of which are issued and outstanding, (3) 750,000 shares designated as Series B Convertible Preferred Stock, 485,689 of which are issued and outstanding, (4) 100,000
shares designated as Series C Convertible Preferred Stock, none of which are issued and outstanding, and (5) 510,000 shares of Series D Convertible Preferred Stock, 330,641 of
which are issued and outstanding. 


        6.     The
Purchase Agreement and the Notes to be issued on the date hereof constitute the legal, valid and binding obligations of the Company enforceable against the Company in 



2







 




accordance
with such terms and conditions, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, receivership, and other laws related to or affecting
creditors' rights generally, and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that (a) the enforcement of rights
with respect to indemnification and contribution obligations and (b) provisions (i) purporting to waive or limit rights to trial by jury, oral amendments to written agreements or rights
to setoff or, (ii) relating to choice of law, submission to jurisdiction, venue or service of process, may be limited by applicable law or considerations of public policy. 


        7      To
my knowledge, there is no legal or governmental action, investigation suit or proceeding pending or threatened against the Company in law, equity or otherwise before
any court, administrative agency or arbitrator (a) asserting the invalidity of the Transaction Documents, (b) seeking to prevent the consummation of any of the transactions provided for
in the Transaction Documents, or (c) which would materially and adversely affect the ability of the Company to perform its obligations under, or the validity or enforceability (with respect to
the Company) of, the Transaction Documents, or (d) which would result in a material adverse change in the assets, properties, liabilities, business affairs, results of operations, condition
(financial or otherwise) or prospects of the Company. For purposes of the opinion set forth in this paragraph, I have not regarded any legal or governmental actions, investigations or proceedings to
be "threatened" unless the potential litigant or Governmental Authority has communicated in writing to the Company a present intention to initiate such actions, investigations or proceedings against
the Company. 


        8.     Assuming
the accuracy of the representations and warranties of the Purchasers contained or incorporated by reference in the Purchase Agreement and compliance with the
terms and provisions of the Purchase Agreement, it is not necessary in connection with the offer and sale of the Notes or the Conversion Shares (as defined below), if any, by the Company to the
Purchasers under the circumstances contemplated by the Purchase Agreement to register the Notes or the Conversion Shares under the Securities Act of 1933, as amended. The term
"Conversion Shares" as used herein means the shares of the Company's capital stock issuable upon conversion of the Notes in accordance with their terms. 




        I
am furnishing this opinion letter to you solely for your benefit in connection with the transactions referred to herein. This opinion letter is not to be relied upon, used, circulated,
quoted or otherwise referred to by any other person or entity or for any other purpose without my prior written consent. In addition, I disclaim any obligation to update this opinion letter for
changes in fact or law, or otherwise. 



	

 	
 	

Very truly yours,
	

 	
 	

George E. Clough

General Counsel

Displaytech, Inc.




3







 
EXHIBIT D  


 SCHEDULE OF EXCEPTIONS  


        For the sole purpose of the Note Purchase Agreement dated December 10, 2002 ("NPA") among the Company, Fleming US Discovery Fund III, L.P., Fleming US
Discovery Offshore Fund III, L.P. and InterWest Capital, Inc., the Schedule of Exceptions attached to the Series D Agreement is amended and restated in its entirety in the manner set
forth below. Reference to "Closing" shall be deemed reference to "the initial Closing hereunder". All other capitalized terms used herein and not otherwise defined in the NPA and the Notes shall have
the meaning ascribed to them in the Series D Agreement. 


Schedule 4.2(a)
- (i) 



 Authorized capital stock of the Company:  



	 	Common Stock	 	25,000,000	 	 
	 	Preferred Stock	 	5,000,000	 	 





Schedule 4.2(a)
- (ii) 



 Number of designated shares in each Series or Class:  



	 	Series A Preferred Stock	 	500,000	 	 
	 	Series HP Convertible Preferred Stock	 	750,000	 	 
	 	Series B Preferred Stock	 	750,000	 	 
	 	Series C Preferred Stock	 	100,000	 	 
	 	Series D Preferred Stock	 	510,000	 	 





Schedule 4.2(a)
- (iii) 



 Number of shares outstanding in each Series or Class after issuance of shares on Closing Date:  



	 	Common Stock	 	242	 	 
	 	Treasury Stock	 	20,000	 	 
	 	Series A Preferred Stock	 	0	 	 
	 	Series HP Convertible Preferred Stock	 	0	 	 
	 	Series B Preferred Stock	 	485,689	 	 
	 	Series C Preferred	 	0	 	 
	 	Series D Preferred Stock	 	330,641	 	 





Schedule 4.2(a)
- (1) 



 Shares of capital stock outstanding at Closing which were subject to preemptive rights when issued:  



	
Shareowner Name
 
	
 	

Shares Held
	
 	

 

	 	J. Kermit Birchfield	 	10,603	 	(Series B Preferred Stock)
	 	Guthrie K. Birchfield	 	513	 	(Series B Preferred Stock)
	 	Century America LLC	 	42,175	 	(Series B Preferred Stock)
	 	D. A. Davidson & Co. Displaytech, Investment Partnership	 	6,000	 	(Series B Preferred Stock)
	 	DADCO Incorporated	 	5,000	 	(Series B Preferred Stock)
	 	DB Capital Partners	 	100,000	 	(Series B Preferred Stock)
	 	Fleming US Discovery Fund III, L.P.	 	86,182	 	(Series B Preferred Stock)
	 	 	 	 	 





1







 


	 	Fleming US Discovery Offshore Fund III, L.P.	 	13,818	 	(Series B Preferred Stock)
	 	Hewlett-Packard Co.	 	24,219	 	(Series B Preferred Stock)
	 	JKB-Displaytech, LLC	 	20,330	 	(Series B Preferred Stock)
	 	InterWest Capital, Inc.	 	41,017	 	(Series B Preferred Stock)
	 	Kingdon Associates, L.P.	 	19,480	 	(Series B Preferred Stock)
	 	Kingdon Partners, L.P.	 	33,299	 	(Series B Preferred Stock)
	 	M. Kingdon Offshore N.V.	 	80,414	 	(Series B Preferred Stock)
	 	54 individuals (with range of holdings from 1 to 405 shares of stock)	 	2,639	 	(Series B Preferred Stock)
	 	
 Century America LLC	
 	

10,925	
 	

(Series D Preferred Stock)
	 	DB Capital Partners	 	71,928	 	(Series D Preferred Stock)
	 	Fleming US Discovery Fund III, L.P.	 	70,589	 	(Series D Preferred Stock)
	 	Fleming US Discovery Offshore Fund III, L.P.	 	11,340	 	(Series D Preferred Stock)
	 	Analysis Group Fund I, L.P. (Integral Affiliate)	 	1,000	 	(Series D Preferred Stock)
	 	InterWest Capital, Inc.	 	72,006	 	(Series D Preferred Stock)
	 	JKB-Displaytech, LLC	 	10,925	 	(Series D Preferred Stock)
	 	Kingdon Associates, L.P.	 	12,228	 	(Series D Preferred Stock)
	 	Kingdon Partners, L.P.	 	5,754	 	(Series D Preferred Stock)
	 	M. Kingdon Offshore N.V.	 	53,946	 	(Series D Preferred Stock)
	 	Nissho	 	10,000	 	(Series D Preferred Stock)





Schedule 4.2(a)
- (2) 



 Shares of capital stock outstanding at Closing which provide the holders thereof preemptive rights:  



	
Shareholder Name
	
 	

Shares Held
	
 	

 
	 	J. Kermit Birchfield	 	10,603	 	(Series B Preferred Stock)
	 	Guthrie K. Birchfield	 	513	 	(Series B Preferred Stock)
	 	Century America LLC	 	42,175	 	(Series B Preferred Stock)
	 	D. A. Davidson & Co. Displaytech, Investment Partnership	 	6,000	 	(Series B Preferred Stock)
	 	DADCO Incorporated	 	5,000	 	(Series B Preferred Stock)
	 	DB Capital Partners	 	100,000	 	(Series B Preferred Stock)
	 	Fleming US Discovery Fund III, L.P.	 	86,182	 	(Series B Preferred Stock)
	 	Fleming US Discovery Offshore Fund III, L.P.	 	13,818	 	(Series B Preferred Stock)
	 	Hewlett-Packard Co.	 	24,219	 	(Series B Preferred Stock)
	 	JKB-Displaytech, LLC	 	20,330	 	(Series B Preferred Stock)
	 	InterWest Capital, Inc.	 	41,017	 	(Series B Preferred Stock)
	 	Kingdon Associates, L.P.	 	19,480	 	(Series B Preferred Stock)
	 	Kingdon Partners, L.P.	 	33,299	 	(Series B Preferred Stock)
	 	M. Kingdon Offshore N.V.	 	80,414	 	(Series B Preferred Stock)
	 	54 individuals (with range of holdings from 1 to 405 shares of stock)	 	2,639	 	(Series B Preferred Stock)
	 	
 Century America LLC	
 	

10,925	
 	

(Series D Preferred Stock)
	 	DB Capital Partners	 	71,928	 	(Series D Preferred Stock)
	 	 	 	 	 



2







 

	 	Fleming US Discovery Fund III, L.P.	 	70,589	 	(Series D Preferred Stock)
	 	Fleming US Discovery Offshore Fund III, L.P.	 	11,340	 	(Series D Preferred Stock)
	 	Analysis Group Fund I, L.P. (Integral Affiliate)	 	1,000	 	(Series D Preferred Stock)
	 	InterWest Capital, Inc.	 	72,006	 	(Series D Preferred Stock)
	 	JKB-Displaytech, LLC	 	10,925	 	(Series D Preferred Stock)
	 	Kingdon Associates, L.P.	 	12,228	 	(Series D Preferred Stock)
	 	Kingdon Partners, L.P.	 	5,754	 	(Series D Preferred Stock)
	 	M. Kingdon Offshore N.V.	 	53,946	 	(Series D Preferred Stock)
	 	Nissho	 	10,000	 	(Series D Preferred Stock)





Schedule 4.2(b)




 Number and purpose for which shares of the Company's Common Stock are reserved:  



	 	
Shares Reserved
	
 	

Purpose

	 	740,000	 	Issuance of Options under the 1988 Incentive Stock Option Plan
	 	2,699,022	 	Issuance of Options under the 1998 Stock Incentive Plan
	 	309,765	 	Warrants Outstanding
	 	750,000	 	Conversion of the Series HP Preferred Stock



(includes shares for the interest on the convertible notes
	 	500,000	 	Series A Preferred Stock
	 	6,831,068	 	Conversion of the Series B Preferred Stock
	 	6,011,655	 	Conversion of the Series D Preferred Stock





Exception
§4.2(c) 


Agreements for options for which stock has not been reserved:  


        Consultants to the Company have been granted options to purchase a total of 26,374 common shares that have not been issued under an existing Plan and which have
not been reserved by the Company. 


Exception
§4.2(d) 



 Potential registration rights to be granted include  



	Shareholder
 
	 	Shares Owned
	 	Explanation

	University Research Corporation, assigned to University of Colorado Foundation, Inc., assigned to University Technology Corporation (current owner)	 	10 Series B Convertible Preferred shares	 	Subject to Stock Purchase Agreement dated May 1, 1990. (copy attached)





Schedule 4.2(e)




 Other Agreements regarding voting of stock:  




        On January 1, 1992 certain employees signed an Employee Stock Purchase and Restriction Agreement that obligated the employees to vote any shares purchased
pursuant to stock options 


3







 

granted
under the Company's 1988 Incentive Stock Option Plan in favor of any merger or sale of the Company approved by the Company's Board of Directors. These agreements were later amended on
March 31, 1995 to require the employees to vote their option shares in favor of the election of Richard Hokin and J. Kermit Birchfield, Jr. to the Company's Board of Directors. There are a
total of 419,526 options subject to this obligation. Sample Agreements are attached. The Company will amend these agreements such that they conform to the current composition of the Board of
Directors. 


Schedule 4.2(f) 



 Anti-dilution protections in effect under various Agreements:  


	1.
	J.
Kermit Birchfield, Jr.—Stock & Warrant Purchase Agreement dated October 2, 1995, as amended



	2.
	Century
Partners-Dtech, LP—Stock & Warrant Purchase Agreement dated October 2, 1995, as amended



	3.
	Kingdon
Associates, LP—Stock & Warrant Purchase Agreement dated October 2, 1995, as amended



	4.
	Kingdon
Partners, LP—Stock & Warrant Purchase Agreement dated October 2, 1995, as amended



	5.
	M.
Kingdon Offshore, NV—Stock & Warrant Purchase Agreement dated October 2, 1995, as amended



	6.
	InterWest
Capital, Inc.—Stock Purchase Agreement dated October 10, 1997, as amended



	7.
	Hewlett-Packard
Company—Stock Purchase Agreement dated January 27, 1998, as amended



	8.
	Hewlett-Packard
Company—Note Purchase Agreement dated February 12, 1999 (anti-dilution) and Convertible Notes maturing February 19, 2002, as
amended



	9.
	Fleming
US Discovery Fund III, L.P. and Fleming US Discovery Offshore Fund III, L.P.—Stock Purchase Agreement dated January 7, 2000



	10.
	D.
A. Davidson & Co.—Stock Purchase Agreement dated January 31, 2000



	11.
	DB
Capital Partners—Stock Purchase Agreement dated March 3, 2000



	12.
	Fleming
US Discovery Fund III, L.P.; Fleming US Discovery Offshore Fund III, L.P., DB Capital Partners SBIC, L.P., Kingdon Partners, L.P., Kingdon Associates, L.P., M. Kingdon
Offshore NV, and InterWest Capital, Inc.,—Stock Purchase Agreement dated July 30, 2001 




Schedule 4.2(h)




 Owners of 5% or more of outstanding Common Stock:  



	Hewlett-Packard Company	 	 
	InterWest Capital, Inc.	 	 
	Kingdon Associates, LP

Kingdon Partners, LP

M. Kingdon Offshore, NV	 	)

) Combined

)
	Fleming US Discovery Fund III, L.P.	 	 
	DB Capital Partners	 	 






Schedule 4.5(a)



4







 



 Defaults or Conflicts:  


None 




Schedule 4.5(b) 



None 




Schedule 4.6(a) 



 Disclosure Materials previously provided: 


	1.
	Private
Placement Memorandum dated October 2000



	2.
	List
of Displaytech's financings



	3.
	Stock
Purchase Agreement dated January 27, 1998 between Hewlett-Packard Company and Displaytech, Inc.



	4.
	Note
Purchase Agreement dated February 19, 1999 between Hewlett-Packard Company and Displaytech, Inc.



	5.
	Amendment
No. 1 to the Note Purchase Agreement dated February 19, 1999 between Hewlett-Packard Company and Displaytech



	6.
	Form
of Convertible Note between Hewlett-Packard Company and Displaytech, Inc.



	7.
	Certificate
of Designation and Determination of Preferences of Series HP Convertible Stock



	8.
	Certificate
of Designation and Determination of Preferences of Series B Convertible Stock



	9.
	Stock
Purchase Agreement dated January 7, 2000 between Fleming US Discovery Fund III, LP and Displaytech, Inc.



	10.
	Schedule
of Exceptions to the Stock Purchase Agreement dated January 7, 2000 and all attachments related thereto.



	11.
	Private
Placement Memorandum dated March 2001



	12.
	Weekly
cash meetings at which Weekly Cash/Ships Updates were sent electronically to investors.



	13.
	Weekly
telephone conference calls for customer and business updates at which slides were sent electronically to investors.



	14.
	New
product plans and product roadmaps; presentation materials at board meetings. 




Schedule 4.9(a) 



 List of Benefit Plans:  


Medical
insurance, administered by Principal Financial Insurance Co.

Dental insurance provided by MetLife

Vision Service Plan

Life Insurance provided by Prudential Life Insurance Plan

Disability Insurance provided by Prudential Insurance Company

Displaytech, Inc. Profit Sharing and 401(k) Plan 




Schedule 4.9(k) 


5







 

 Required Contributions to Benefit Plan:  




        None 


Schedule 4.11 



 All outstanding securities of the Company:  




        See attached 


Schedule 4.12(a)




 List of Intellectual Property:  




        See attached 


Exception
§4.12(a)(iii) 



 Statement re suspected infringement:  




        [*****] 


Exception
§4.12(b)(i) 



 Statement re grounds for claim against Company of patent infringement  




        [*****] 


Exception
§4.12(b)(ii) 



 Statement re third party patent applications  




        [*****] 


Exception
§4.12(c) 



 Statement re filing of prior art  




        [*****] 


Schedule 4.14




 Leased Property  




        The Company leases approximately 30,000 square feet of office and manufacturing space from Pratt Land LLC located at 2602 Clover Basin Drive, Longmont, CO. 


Schedule 4.15(b)




 Customer Base  




        The Company's current customer base (customers who are actually purchasing display products in volume) consists of the following: 



Nissho
Electronics Corporation (for Minolta camera)

Miyota Co., Ltd. (for Sony camcorder)

Tekom, Inc. (included in HP camera) 




        Regarding
Nissho and Minolta, the Company has been notified that Minolta will purchase the Company's electronic viewfinder for the current Dimage 7 model year, but not for next year's
model. 


6







 

Schedule 4.16(a) 



 Environmental Compliance:  




        None 


Schedule 4.19



        List the amount of all Indebtedness, any Lien with respect thereto, and a description of the agreement therefore:



	EQUIPMENT LEASES WITH FOLLOWING LESSORS
 
	 	MONTHLY RENTAL
	 	LIABILITY @11/30/02

	Colonial Pacific	 	3,081.62	 	 	7,567.31
	Granite Financial	 	1,016.69	 	 	5,840.58
	Transamerica	 	113,390	 	 	498,540.90
	Conesco	 	1,922.3	 	 	51,335.80
	 	TOTAL	 	119,410.86	 	 	563,284.59
	HP Convertible Note 9% interest	 	0.00	 	 	13,217,500.
	

Cadwalader, Wickersham & Taft Note	
 	

0.00	
 	
 	

150,000.00
	Amkor Technologies Agr.	 	 	 	 	592,352.75
	 	TOTAL	 	 	 	$	14,523,137.34





Schedule 4.23(a)



        List all the Company's insurance policies:    Commercial general liability insurance provided by The Hartford: 



Personal
Property

Business Income and Extra Expense

Accounts Receivable

Original Information Property

Hired and Non-owned Autos

General Liability Aggregate

Products-completed Operates Aggregate

Personal & Advertising Injury Limit

Global Technology Errors and Omissions Liability Crime Coverage, Employee Dishonesty

Commercial Catastrophe Liability

Worker's Compensation 




        Life
Insurance/Individual provided by Sun Life of Canada for: 




Haviland
Wright and Mark Handschy (Chief Scientist) 





        Policies
provided through AIG American International Companies 




Directors,
Officers and Private Company Liability Insurance

Employee Benefit Plan Fiduciary Liability Insurance 





Schedule 10.12 



 Material Adverse Change:  




        The Company stopped pursuing the projection TV market for its microdisplays in Q1 "02 after its principal customer, Samsung Electronics Co. of Korea cancelled its
plans to market high definition televisions using the Company's microdisplays and the Company was unable to obtain additional customers. Cancellation of the projection program materially reduced the
Company's projected revenue for calendar year 2002. 


7










	Name
 
	 	Preferred

Series D

Convertible

Stock
	 	Preferred

Series D

Pro Forma

on an as

converted

basis of

current

market

$5.50
	 	Perferred

Series D

Convertible

Stock

Purchase

Price
	 	Preferred

Series B

Convertible

Stock
	 	Perferred

Series B

on an as

converted

basis
	 	Perferred

Series B

Convertible

Stock

Purchase

Price
	 	Common

Stock
	 	Common

Stock

Purchase

Price
	 	Total

Shares

Stock

Issued
	 	% of

Total

Shares

Stock

Issued
	 	No. of

Warrents
	 	No. of

Options

Outstanding
	 	Exercise

Amount
	 	Total

Securities

Owned
	 	% of

Total

Securities

Issued
	 	Investor

Category

	DB Capital Partners SBIC, L.P.	 	71,928	 	1,307,782	 	7,192,800.00	 	100,000	 	1,406,470	 	10,000,000.00	 	—	 	 	 	2,714,252	 	21.13	%	—	 	—	 	—	 	2,714,251.58	 	15.60	%	Outside Investor
	Fleming US Discovery Fund III, L.P.	 	70,589	 	1,283,436	 	7,058,900.00	 	86,182	 	1,212,124	 	8,618,200.00	 	—	 	 	 	2,495,560	 	19.43	%	—	 	—	 	—	 	2,495,560.13	 	14.34	%	Outside Investor
	Fleming US Discovery Offshore Fund III, L.P.	 	11,340	 	206,182	 	1,134,000.00	 	13,818	 	194,346	 	1,381,800.00	 	—	 	 	 	400,528	 	3.12	%	—	 	—	 	—	 	400,527.81	 	2.30	%	Outside Investor
	Hewlett Packard (Convertible Note)+Interest	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	—	 	—	 	2,403,181.82	 	13.81	%	Outside Investor
	Hewlett Packard	 	—	 	—	 	—	 	24,219	 	340,633	 	2,421,900.00	 	—	 	 	 	340,633	 	2.65	%	15,307	 	—	 	—	 	355,939.91	 	2.05	%	Outside Investor
	Kingdon Offshore N.V.	 	53,946	 	980,836	 	5,394,600.00	 	80,414	 	1,130,999	 	8,041,400.00	 	—	 	 	 	2,111,835	 	16.44	%	—	 	—	 	—	 	2,111,834.96	 	12.13	%	Outside Investor
	Kingdon Partners, L.P.	 	5,754	 	104,618	 	575,400.00	 	33,299	 	468,340	 	3,329,900.00	 	—	 	 	 	572,959	 	4.46	%	—	 	—	 	—	 	572,958.55	 	3.29	%	Outside Investor
	Kingdon Associates, L.P.	 	12,228	 	222,327	 	1,222,800.00	 	19,480	 	273,980	 	1,948,000.00	 	—	 	 	 	496,308	 	3.86	%	—	 	—	 	—	 	496,307.58	 	2.85	%	Outside Investor
	Interwest Capital, Inc.	 	72,006	 	1,309,200	 	7,200,600.00	 	41,017	 	576,891	 	4,101,692.00	 	—	 	 	 	1,886,091	 	14.69	%	—	 	—	 	—	 	1,886,090.58	 	10.84	%	Outside Investor
	Century America LLC	 	10,925	 	198,636	 	1,092,500.00	 	42,175	 	593,179	 	4,217,500.00	 	—	 	 	 	791,815	 	6.17	%	—	 	—	 	—	 	791,814.99	 	4.55	%	Outside Investor
	JKB-Displaytech, LLC	 	10,925	 	198,636	 	1,092,500.00	 	20,330	 	285,935	 	2,033,000.00	 	—	 	 	 	484,572	 	3.77	%	—	 	—	 	—	 	484,571.67	 	2.78	%	Outside Investor
	Birchfield, Kermit J.	 	—	 	—	 	—	 	10,603	 	149,128	 	1,060,300.00	 	—	 	 	 	149,128	 	1.16	%	—	 	20,000	 	258,750	 	169,127.99	 	0.97	%	Outside Investor
	Handschy, Mark A	 	—	 	—	 	—	 	5	 	70	 	500.00	 	—	 	 	 	70	 	0.00	%	—	 	262,525	 	1,819,978	 	262,595.32	 	1.51	%	Outside Investor
	Thomas Weisel Partners	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	240,000	 	—	 	—	 	240,000.00	 	1.38	%	Outside Investor
	Barton, Richard D	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	218,500	 	1,458,250	 	218,500.00	 	1.26	%	Management
	Spenner, Bruce F	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	210,000	 	1,895,000	 	210,000.00	 	1.21	%	Management
	Wright, Haviland	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	210,000	 	1,860,000	 	210,000.00	 	1.21	%	Management
	Nissho	 	10,000	 	181,818	 	1,000,000.00	 	—	 	—	 	—	 	—	 	 	 	181,818	 	1.42	%	—	 	—	 	—	 	181,818.18	 	1.04	%	Outside Investor
	Clough, George E	 	—	 	—	 	—	 	21	 	295	 	2,100.00	 	—	 	 	 	295	 	0.00	%	—	 	118,143	 	873,957	 	118,438.36	 	0.68	%	Outside Investor
	Lewis, Lloyd M	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	95,500	 	591,750	 	95,500.00	 	0.55	%	Management
	D.A. Davidson	 	—	 	—	 	—	 	6,000	 	84,388	 	600,000.00	 	—	 	 	 	84,388	 	0.66	%	3,700	 	—	 	—	 	88,088.19	 	0.51	%	Outside Investor
	DADCO Incorporated	 	—	 	—	 	—	 	5,000	 	70,323	 	500,000.00	 	—	 	 	 	70,323	 	0.55	%	—	 	—	 	—	 	70,323.49	 	0.40	%	Outside Investor
	Wand, Michael D	 	—	 	—	 	—	 	55	 	774	 	5,500.00	 	—	 	 	 	774	 	0.01	%	—	 	68,000	 	538,375	 	68,773.56	 	0.40	%	Outside Investor
	Cadwalader	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	34,091	 	—	 	—	 	34,091.00	 	0.20	%	Outside Investor
	Malzbender, Rainer M	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	33,260	 	322,937	 	33,260.42	 	0.19	%	Employee
	Walba, David M	 	—	 	—	 	—	 	130	 	1,828	 	13,000.00	 	—	 	 	 	1,828	 	0.01	%	—	 	30,000	 	292,500	 	31,828.41	 	0.18	%	Outside Investor
	Ellis, Beth L	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	30,000	 	255,000	 	30,000.00	 	0.17	%	Employee
	Meadows, Michael R	 	—	 	—	 	—	 	8	 	113	 	800.00	 	—	 	 	 	113	 	0.00	%	—	 	28,510	 	207,036	 	28,622.52	 	0.16	%	Employee
	Mochizuki, Akihiro	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	28,500	 	318,250	 	28,500.00	 	0.16	%	Employee
	Wieseler, Todd G.	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	28,000	 	399,000	 	28,000.00	 	0.16	%	Employee
	Clark, Noel	 	—	 	—	 	—	 	405	 	5,696	 	40,500.00	 	—	 	 	 	5,696	 	0.04	%	—	 	20,000	 	170,000	 	25,696.20	 	0.15	%	Founder
	Skaare, David K	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	19,000	 	227,000	 	19,000.00	 	0.11	%	Employee
	Analysis Group Fund I, L.P.	 	1,000	 	18,182	 	100,000.00	 	—	 	—	 	—	 	—	 	 	 	18,182	 	0.14	%	—	 	—	 	—	 	18,181.82	 	0.10	%	#N/A
	Her, Jin	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	17,757	 	241,466	 	17,757.17	 	0.10	%	Employee
	Hokin, Richard	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	17,500	 	221,250	 	17,500.00	 	0.10	%	Director
	Berliner, Christopher J	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	17,000	 	135,825	 	17,000.00	 	0.10	%	Employee
	Transamerica	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	16,667	 	—	 	—	 	16,667.00	 	0.10	%	Outside Investor
	O'Callaghan, Michael J	 	—	 	—	 	—	 	8	 	113	 	800.00	 	—	 	 	 	113	 	0.00	%	—	 	16,511	 	122,037	 	16,623.52	 	0.10	%	Outside Investor
	Huffman, William	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	16,000	 	145,000	 	16,000.00	 	0.09	%	Employee
	Thurmes, William N	 	—	 	—	 	—	 	10	 	141	 	1,000.00	 	—	 	 	 	141	 	0.00	%	—	 	15,685	 	97,567	 	15,825.65	 	0.09	%	Outside Investor
	Taylor, James	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	13,000	 	71,500	 	13,000.00	 	0.07	%	Employee
	Jagemalm, Pontus A.	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	11,750	 	125,875	 	11,750.00	 	0.07	%	Employee
	Reinhard, Steven	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	10,500	 	57,750	 	10,500.00	 	0.06	%	Employee
	Yee, Michael	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	10,500	 	106,750	 	10,500.00	 	0.06	%	Employee
	Swanson, Stanley R.	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	10,366	 	10,366	 	10,366.00	 	0.06	%	Consultant
	McConahy, Brian	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	10,250	 	70,625	 	10,250.00	 	0.06	%	Employee
	Low, Chin Chor	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	10,000	 	104,000	 	10,000.00	 	0.06	%	Employee
	More, Kundalika M	 	—	 	—	 	—	 	—	 	—	 	—	 	242	 	266.20	 	242	 	0.00	%	—	 	9,584	 	54,967	 	9,826.00	 	0.06	%	Employee
	Ferguson, Rachel	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	9,500	 	70,750	 	9,500.00	 	0.05	%	Employee
	Lewis, Susan M	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	9,500	 	107,750	 	9,500.00	 	0.05	%	Employee
	Parghi, Deven	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	9,500	 	52,250	 	9,500.00	 	0.05	%	Employee
	Vohra, Rohini T	 	—	 	—	 	—	 	10	 	141	 	1,000.00	 	—	 	 	 	141	 	0.00	%	—	 	9,295	 	59,674	 	9,435.65	 	0.05	%	Outside Investor
	Dallas, James	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	9,375	 	60,688	 	9,375.00	 	0.05	%	Employee
	Larsen, Per	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	9,375	 	63,438	 	9,375.00	 	0.05	%	Employee
	Walker, Christopher	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	9,350	 	58,600	 	9,350.00	 	0.05	%	Employee
	O'Neill, Matthew B	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	8,575	 	57,138	 	8,575.00	 	0.05	%	Employee
	Harmes, Benjamin L	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	8,500	 	56,250	 	8,500.00	 	0.05	%	Employee
	Lundie, Gregory P	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	8,500	 	65,250	 	8,500.00	 	0.05	%	Employee
	Koprowski, Brian C	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	8,125	 	58,563	 	8,125.00	 	0.05	%	Employee
	Yang, Su	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	7,625	 	49,063	 	7,625.00	 	0.06	%	Employee
	Birchfield, Guthrie K	 	—	 	—	 	—	 	513	 	7,215	 	51,300.00	 	—	 	 	 	7,215	 	0.06	%	—	 	—	 	—	 	7,215.19	 	0.06	%	Outside Investor
	Abbott, Thomas D	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	7,188	 	88,047	 	7,187.50	 	0.06	%	Employee, terminated
	O'Donnell, Patrick	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	7,000	 	38,500	 	7,000.00	 	0.06	%	Employee
	Elquest, Douglas K	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	6,500	 	45,250	 	6,500.00	 	0.06	%	Employee
	Goranson, Pamela J	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	6,307	 	37,048	 	6,307.00	 	0.06	%	Employee
	Keene, Julie	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	5,569	 	35,056	 	5,569.00	 	0.03	%	Employee
	Shiba, Eitoku	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	5,500	 	39,750	 	5,500.00	 	0.03	%	Employee
	Stuart III, L (Terry)	 	—	 	—	 	—	 	390	 	5,485	 	39,000.00	 	—	 	 	 	5,485	 	0.04	%	—	 	—	 	—	 	5,485.23	 	0.03	%	Outside Investor
	Dozier, Glenn	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	5,000	 	33,000	 	5,000.00	 	0.03	%	Consultant
	Xue, Jiuzhi	 	—	 	—	 	—	 	69	 	970	 	6,900.00	 	—	 	 	 	970	 	0.01	%	—	 	4,000	 	34,000	 	4,970.46	 	0.03	%	Outside Investor
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 










	Nessler, Ray	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	4,917	 	73,750	 	4,916.67	 	0.03	%	Employee, terminated
	Jordan, Belinda	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	4,750	 	35,375	 	4,750.00	 	0.03	%	Employee
	Weinberger, David	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	4,750	 	71,250	 	4,750.00	 	0.03	%	Consultant
	Feddersen, Jody M	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	4,375	 	28,688	 	4,375.00	 	0.03	%	Employee
	Arno, Erin	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	4,250	 	35,625	 	4,250.00	 	0.02	%	Employee
	Crouch, Robert G.	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	4,167	 	125,000	 	4,166.67	 	0.02	%	Employee
	Artigliere, Anthony	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	4,000	 	49,000	 	4,000.00	 	0.02	%	Management
	Clayton, Gail M	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	3,625	 	19,938	 	3,625.00	 	0.02	%	Employee
	McGraw, Stuart	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	3,525	 	29,875	 	3,525.00	 	0.02	%	Employee
	Cohn, Sarah J	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	3,375	 	23,188	 	3,375.00	 	0.02	%	Employee
	Diehl, Melissa	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	3,250	 	22,625	 	3,250.00	 	0.02	%	Employee
	Kostanecki, Andrew T.	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	3,060	 	3,060	 	3,060.00	 	0.02	%	Consultant
	Perlmutter, Stephen	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	3,000	 	25,500	 	3,000.00	 	0.02	%	Employee, terminated
	Evans, Nellie P.	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	2,771	 	31,165	 	2,770.83	 	0.02	%	Employee
	Frisk, Jeffrey	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	2,677	 	38,781	 	2,677.08	 	0.02	%	Employee, terminated
	Winkleman, Steven L	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	2,417	 	23,250	 	2,416.67	 	0.01	%	Employee, terminated
	Crandall, Charles	 	—	 	—	 	—	 	3	 	42	 	300.00	 	—	 	 	 	42	 	0.00	%	—	 	2,250	 	19,125	 	2,292.19	 	0.01	%	Employee, terminated
	Everets, John	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	2,000	 	24,500	 	2,000.00	 	0.01	%	Consultant
	Drabik, Tim	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	1,889	 	1,889	 	1,889.00	 	0.01	%	Employee
	Cunningham, Jim D	 	—	 	—	 	—	 	134	 	1,885	 	13,400.00	 	—	 	 	 	1,885	 	0.01	%	—	 	—	 	—	 	1,884.67	 	0.01	%	Outside Investor
	McLean, Roger	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	1,762	 	1,762	 	1,762.00	 	0.01	%	Consultant
	Miller, Richard O	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	1,698	 	25,470	 	1,697.97	 	0.01	%	Employee
	Sissom, Bradley	 	—	 	—	 	—	 	118	 	1,660	 	11,800.00	 	—	 	 	 	1,660	 	0.01	%	—	 	—	 	—	 	1,659.63	 	0.01	%	Outside Investor
	Braun, Tim	 	—	 	—	 	—	 	117	 	1,646	 	11,700.00	 	—	 	 	 	1,646	 	0.01	%	—	 	—	 	—	 	1,645.57	 	0.01	%	Outside Investor
	Meadows, Michael R & McCormick, Regina A	 	—	 	—	 	—	 	110	 	1,547	 	11,000.00	 	—	 	 	 	1,547	 	0.01	%	—	 	—	 	—	 	1,547.12	 	0.01	%	Outside Investor
	Gaalema, Stephen	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	1,500	 	1,500	 	1,500.00	 	0.01	%	Consultant
	Walba, David M & Geneson, Cassandra	 	—	 	—	 	—	 	105	 	1,477	 	10,500.00	 	—	 	 	 	1,477	 	0.01	%	—	 	—	 	—	 	1,476.79	 	0.01	%	Outside Investor
	Tornga, Sondra	 	—	 	—	 	—	 	103	 	1,449	 	10,300.00	 	—	 	 	 	1,449	 	0.01	%	—	 	—	 	—	 	1,448.66	 	0.01	%	Outside Investor
	Gough, Neil	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	1,438	 	43,125	 	1,437.50	 	0.01	%	Employee, terminated
	Walba, Jeffrey H.	 	—	 	—	 	—	 	90	 	1,266	 	9,000.00	 	—	 	 	 	1,266	 	0.01	%	—	 	—	 	—	 	1,265.82	 	0.01	%	Outside Investor
	Phillips, Wayne G	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	1,188	 	17,813	 	1,187.50	 	0.01	%	Employee, terminated
	Chase, Holden	 	—	 	—	 	—	 	10	 	141	 	1,000.00	 	—	 	 	 	141	 	0.00	%	—	 	1,042	 	8,854	 	1,182.31	 	0.01	%	Outside Investor
	Jablonski, Dain A.	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	1,163	 	6,394	 	1,162.50	 	0.01	%	Employee
	Perry, Ann E.	 	—	 	—	 	—	 	81	 	1,139	 	8,100.00	 	—	 	 	 	1,139	 	0.01	%	—	 	—	 	—	 	1,139.24	 	0.01	%	Outside Investor
	Eppner, Gerald A.	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	1,000	 	15,000	 	1,000.00	 	0.01	%	Consultant
	Gerhardt, Thomas J.	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	1,000	 	30,000	 	1,000.00	 	0.01	%	Employee, terminated
	Lloyd, Susan M	 	—	 	—	 	—	 	3	 	42	 	300.00	 	—	 	 	 	42	 	0.00	%	—	 	896	 	7,615	 	938.03	 	0.01	%	Outside Investor
	Banas, David	 	—	 	—	 	—	 	8	 	113	 	800.00	 	—	 	 	 	113	 	0.00	%	—	 	813	 	6,906	 	925.02	 	0.01	%	Outside Investor
	Counihan, Kevin	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	883	 	8,050	 	883.33	 	0.01	%	Employee, terminated
	Poppe, Leszek	 	—	 	—	 	—	 	62	 	872	 	6,200.00	 	—	 	 	 	872	 	0.01	%	—	 	—	 	—	 	872.01	 	0.01	%	Outside Investor
	Doroski, David	 	—	 	—	 	—	 	55	 	774	 	5,500.00	 	—	 	 	 	774	 	0.01	%	—	 	—	 	—	 	773.56	 	0.00	%	Outside Investor
	Wand, Sherri	 	—	 	—	 	—	 	55	 	774	 	5,500.00	 	—	 	 	 	774	 	0.01	%	—	 	—	 	—	 	773.56	 	0.00	%	Outside Investor
	Shoffner, Gregory D	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	771	 	11,562	 	770.83	 	0.00	%	Employee, terminated
	Black Forest Engineering,	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	750	 	750	 	750.00	 	0.00	%	Consultant
	Papp, Richard	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	729	 	10,938	 	729.22	 	0.00	%	Employee
	Handschy, John R A & Pauline	 	—	 	—	 	—	 	50	 	703	 	5,000.00	 	—	 	 	 	703	 	0.00	%	—	 	—	 	—	 	703.23	 	0.00	%	Outside Investor
	Handschy, Mark A & Vernon, Terri H	 	—	 	—	 	—	 	50	 	703	 	5,000.00	 	—	 	 	 	703	 	0.00	%	—	 	—	 	—	 	703.23	 	0.00	%	Outside Investor
	Vernon, Leland H & Twila F	 	—	 	—	 	—	 	50	 	703	 	5,000.00	 	—	 	 	 	703	 	0.00	%	—	 	—	 	—	 	703.23	 	0.00	%	Outside Investor
	Pattee, Alan M	 	—	 	—	 	—	 	12	 	169	 	1,200.00	 	—	 	 	 	169	 	0.00	%	—	 	531	 	4,516	 	700.03	 	0.00	%	Outside Investor
	Zadow, Jerry	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	679	 	679	 	679.00	 	3.24	%	Consultant
	Lahr, Heidi	 	—	 	—	 	—	 	44	 	619	 	4,400.00	 	—	 	 	 	619	 	0.00	%	—	 	—	 	—	 	618.85	 	0.00	%	Outside Investor
	Goranson, Kelly J	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	500	 	4,250	 	500.00	 	0.00	%	Employee, terminated
	Hartman, Gregory N	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	500	 	4,250	 	500.00	 	0.00	%	Employee
	Ward, David	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	500	 	500	 	500.00	 	0.00	%	Consultant
	Langwell, Benjamin T	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	479	 	14,375	 	479.17	 	0.00	%	Employee, terminated
	(Johnson) Wright, Angie A	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	464	 	6,267	 	463.64	 	0.00	%	Employee, terminated
	Harmon, Roxana J	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	448	 	6,719	 	447.92	 	0.00	%	Employee, terminated
	Sontag, Patricia E	 	—	 	—	 	—	 	27	 	380	 	2,700.00	 	—	 	 	 	380	 	0.00	%	—	 	—	 	—	 	379.75	 	0.00	%	Outside Investor
	Chang, Tiee-Yuh (Tammy)	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	365	 	8,750	 	364.58	 	0.00	%	Employee, terminated
	Pilz, Caren	 	—	 	—	 	—	 	25	 	352	 	2,500.00	 	—	 	 	 	352	 	0.00	%	—	 	—	 	—	 	351.62	 	0.00	%	Outside Investor
	Pagano, Laura A	 	—	 	—	 	—	 	24	 	338	 	2,400.00	 	—	 	 	 	338	 	0.00	%	—	 	—	 	—	 	337.55	 	0.00	%	Outside Investor
	Radzihovsky, Leo & Pao, Lucy	 	—	 	—	 	—	 	23	 	323	 	2,300.00	 	—	 	 	 	323	 	0.00	%	—	 	—	 	—	 	323.49	 	0.00	%	Outside Investor
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 










	Perry, James Elwood	 	—	 	—	 	—	 	20	 	281	 	2,000.00	 	—	 	 	 	281	 	3.04	%	—	 	—	 	—	 	281.29	 	0.00	%	Outside Investor
	Wand, Kay	 	—	 	—	 	—	 	20	 	281	 	2,000.00	 	—	 	 	 	281	 	0.00	%	—	 	—	 	—	 	281.29	 	0.00	%	Outside Investor
	Giles, Nancy	 	—	 	—	 	—	 	17	 	239	 	1,700.00	 	—	 	 	 	239	 	0.00	%	—	 	—	 	—	 	239.10	 	0.00	%	Outside Investor
	Arnett, Kenneth E	 	—	 	—	 	—	 	17	 	239	 	1,700.00	 	—	 	 	 	239	 	0.00	%	—	 	—	 	—	 	239.10	 	0.00	%	Outside Investor
	McCurry, Ruth F	 	—	 	—	 	—	 	15	 	211	 	1,500.00	 	—	 	 	 	211	 	0.00	%	—	 	—	 	—	 	210.97	 	0.00	%	Outside Investor
	Young, George C & Gail V	 	—	 	—	 	—	 	15	 	211	 	1,500.00	 	—	 	 	 	211	 	0.00	%	—	 	—	 	—	 	210.97	 	0.00	%	Outside Investor
	Martinez, Linda R	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	147	 	3,520	 	146.67	 	0.00	%	Employee, terminated
	O'Hara, E. Kieran & Clark, Evelyn	 	—	 	—	 	—	 	10	 	141	 	1,000.00	 	—	 	 	 	141	 	0.00	%	—	 	—	 	—	 	140.65	 	0.00	%	Outside Investor
	University Technology Corporation	 	—	 	—	 	—	 	10	 	141	 	1,000.00	 	—	 	 	 	141	 	0.00	%	—	 	—	 	—	 	140.65	 	0.00	%	Outside Investor
	King, Jennifer M	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	131	 	3,935	 	131.17	 	0.00	%	Employee, terminated
	Sherman, Christopher J	 	—	 	—	 	—	 	9	 	127	 	900.00	 	—	 	 	 	127	 	0.00	%	—	 	—	 	—	 	126.58	 	0.00	%	Outside Investor
	Gallentine, Delores R	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	110	 	3,308	 	110.25	 	0.00	%	Employee, terminated
	Cunningham, Jill D.	 	—	 	—	 	—	 	7	 	98	 	700.00	 	—	 	 	 	98	 	0.00	%	—	 	—	 	—	 	98.45	 	0.00	%	Outside Investor
	Li, Edith W.	 	—	 	—	 	—	 	7	 	98	 	700.00	 	—	 	 	 	98	 	0.00	%	—	 	—	 	—	 	98.45	 	0.00	%	Outside Investor
	Skelly, David W	 	—	 	—	 	—	 	7	 	98	 	700.00	 	—	 	 	 	98	 	0.00	%	—	 	—	 	—	 	98.45	 	0.00	%	Outside Investor
	Dessau, Daniel & Kathryn	 	—	 	—	 	—	 	4	 	56	 	400.00	 	—	 	 	 	56	 	0.00	%	—	 	—	 	—	 	56.26	 	0.00	%	Outside Investor
	Quinn, Norman J. III	 	—	 	—	 	—	 	4	 	56	 	400.00	 	—	 	 	 	56	 	0.00	%	—	 	—	 	—	 	56.26	 	0.00	%	Outside Investor
	Lane, William Kerry	 	—	 	—	 	—	 	—	 	—	 	—	 	—	 	 	 	—	 	0.00	%	—	 	50	 	50	 	50.00	 	0.00	%	Consultant
	Hirmes, Helene	 	—	 	—	 	—	 	3	 	42	 	300.00	 	—	 	 	 	42	 	0.00	%	—	 	—	 	—	 	42.19	 	0.00	%	Outside Investor
	Masterson, Hugh J	 	—	 	—	 	—	 	2	 	28	 	200.00	 	—	 	 	 	28	 	0.00	%	—	 	—	 	—	 	28.13	 	0.00	%	Outside Investor
	Gross, Howard W.	 	—	 	—	 	—	 	1	 	14	 	100.00	 	—	 	 	 	14	 	0.00	%	—	 	—	 	—	 	14.06	 	0.00	%	Outside Investor
	Wand, Anne-Michelle	 	—	 	—	 	—	 	1	 	14	 	100.00	 	—	 	 	 	14	 	0.00	%	—	 	—	 	—	 	14.06	 	0.00	%	Outside Investor
	 	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	 
	 	 	300,641	 	6,011,655	 	33,054,100.00	 	485,689	 	6,831,068	 	48,568,892.00	 	242	 	266.20	 	12,842,964	 	100.00	%	309,785	 	1,847,207	 	15,101,261	 	17,403,117.85	 	100.00	%	 
	 	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	
	 	 









 
SCHEDULE 4.12(a)  


Summary Table  



	Owned and Licensed US Patents	 	61	 	Owned and Licensed US Patent Applications	 	31
	Owned and Licensed Foreign Patents	 	12	 	Owned and Licensed Foreign Patent Applications	 	20
	TOTAL	 	73	 	TOTAL	 	51





6/29/2004 


Restricted and Confidential


1







 

Displaytech Owned US Patents  



	Patent No.
 
	 	Title
 
	 	Issue Date
	 	Expires

	6,426,783	 	Continuously Viewable DC-Field Balanced, Reflective, Ferroelectric Liquid Crystal Image Generator	 	7/30/02	 	2/18/18
	

6,413,448	
 	

Cyclo-hexyl- and Cyclohexynl-substituted Liquid Crystals with Low Birefringence	
 	

7/20/02	
 	

4/26/19
	

6,369,933	
 	

Optical Correlator Having Multiple Active Components Formed on a Single	
 	

4/9/02	
 	

12/18/19
	

6,359,723	
 	

Optics Arrangements Including Light Source Arrangements for an Active Matrix Crystal Image Generator	
 	

3/19/02	
 	

12/12/14
	

6,317,112	
 	

Active Matrix Liquid Crystal Image Generator with Hybrid Writing Scheme	
 	

11/13/01	
 	

12/22/14
	

6,310,664	
 	

Continuously Viewable, DC Field-Balanced, Reflective, Ferroelectric Liquid Crystal Image Generator	
 	

10/30/01	
 	

2/18/18
	

6,247,037	
 	

Optical Correlator Having Multiple Active Components Formed on a Single Integrated Circuit	
 	

6/12/01	
 	

1/28/19
	

6,195,136	
 	

Optics Arrangements Including Light Source Arrangements for an Active Matrix Liquid Crystal Image Generator	
 	

2/27/01	
 	

12/12/14
	

6,144,421	
 	

Continuously Viewable, DC-Field Balanced Reflective, Ferroelectric Liquid Crystal Image Generator	
 	

11/7/00	
 	

2/18/18
	

6,139,771	
 	

Mesogenic Materials with Anomalous Birefringence Dispersion and High Second Order Susceptibility	
 	

10/31/00	
 	

4/4/17
	

6,100,945	
 	

Compensator Arrangements for a Continuously Viewable, DC Field-Balanced, Reflective, Ferroelectric Liquid Crystal Display System	
 	

8/8/00	
 	

2/18/18
	

6,075,577	
 	

Continuously Viewable, DC Field-Balanced, Reflective, Ferroelectric Liquid Crystal Image Generator	
 	

6/13/00	
 	

2/18/18
	

6,038,005	
 	

Optics Arrangements Including Light Source Arrangements for an Active Matrix Liquid Crystal Image Generator	
 	

3/14/00	
 	

12/22/14
	

6,025,890	
 	

Beam Splitter Element Including a Beam Splitting Layer and a Polarizing Layer for use in a Light Polarization Modulating Display System	
 	

2/15/00	
 	

2/20/18
	

6,016,173	
 	

Optics Arrangement Including a Compensator Cell and Static Wave Plate For a Continuously Viewable, Reflection Mode, Ferroelectric Liquid Crystal Spatial Light Modulating System	
 	

1/18/00	
 	

2/18/18
	

5,900,976	
 	

Display System including a Polarizing Beam Splitter	
 	

5/4/99	
 	

2/20/18
	

5,866,036	
 	

High Tilt Ferroelectric Liquid Crystal Compounds and Compositions	
 	

2/2/99	
 	

2/2/16
	

5,808,800	
 	

Optics Arrangements Including Light Source Arrangements for an Active Matrix Liquid Crystal Image Generator	
 	

9/15/98	
 	

9/15/15
	

5,757,348	
 	

Active Matrix Liquid Crystal Image Generator with Hybrid Writing Scheme	
 	

5/26/98	
 	

5/26/15
	

5,753,139	
 	

High Contrast Distorted Helix Effect Electro-Optic Devices and Tight Ferroelectric Pitch Ferroelectric Liquid Crystal Compositions Useful Therein	
 	

5/19/98	
 	

5/19/15
	

5,748,164	
 	

Active Matrix Liquid Crystal Image Generator	
 	

5/5/98	
 	

5/5/15
	

5,694,147	
 	

Liquid Crystal Integrated Circuit Display Including an Arrangement for Maintaining the Liquid Crystal at a Controlled Temperature	
 	

12/2/97	
 	

4/14/15
	

5,626,792	
 	

High Birefringence Liquid Crystal Compounds	
 	

5/6/97	
 	

9/6/14
	

5,596,451	
(1)	

Miniature Image Generator Including Optics Arrangement	
 	

1/21/97	
 	

1/30/15
	

5,585,036	
 	

Liquid Crystal Compounds Containing Chiral 2-Halo-2-Methyl Ether and Ester Tails	
 	

12/17/96	
 	

12/17/13
	

5,552,916	
 	

Diffractive Light Modulator	
 	

9/3/96	
 	

9/3/13
	 	 	 	 	 	 	 



2







 

	

5,539,555	
(2)	

High Contrast Distorted Helix Effect Electro-Optic Devices and Tight Ferroelectric Pitch Ferroelectric Liquid Crystal Compositions Useful Therein	
 	

7/23/96	
 	

7/23/13
	

5,523,864	
 	

Analog Liquid Crystal Spatial Light Modulator Including an Internal Voltage Booster	
 	

6/4/96	
 	

1/26/14
	

5,500,748	
(3)	

Liquid Crystal Spatial Light Modulator Including an Internal Voltage Booster	
 	

3/19/96	
 	

1/26/14
	

5,457,235	
 	

Halogenated Diphenyldiacetylene Liquid Crystals	
 	

10/10/95	
 	

10/10/12
	

5,453,218	
 	

Liquid Crystal Compounds Containing Chiral 2-Halo-2 Methyl Alkoxy Tails	
 	

9/26/95	
 	

9/26/12
	

5,422,037	
 	

Ferroelectric Liquid Crystal Compounds Containing Halogenated Cores and Chiral Haloalkoxy Tail Units	
 	

6/6/95	
 	

6/6/12
	

5,380,460	
 	

Ferroelectric Liquid Crystal Compounds Containing Chiral Haloalkoxy Tail Units and Compositions Containing Them	
 	

1/10/95	
 	

1/10/12
	

RE 34,726	
 	

Ferroelectric Liquid Crystal Compositions Containing Chiral Haloalkoxy Tail Units	
 	

9/13/94	
 	

7/14/09
	

5,347,378	
 	

Fast Switching Color Filters for Frame-Sequential Video Using Ferroelectric Liquid Crystal Color-Selective Filters	
 	

9/13/94	
 	

9/13/11
	

5,271,864	
 	

Ferroelectric Liquid Crystal Compounds with Cyclohexenyl Cores and Compositions Containing Them	
 	

12/21/93	
 	

8/7/12
	

5,182,665	
 	

Diffractive Light Modulator	
 	

1/26/93	
 	

9/7/10
	

5,180,520	
(4)	

Ferroelectric Liquid Crystal Compositions Containing Halogenated Cores and Chiral Halogenated Cores and Chiral Haloalkoxy Tail Units	
 	

1/19/93	
 	

1/19/10
	

5,178,791	
 	

Halogenated Diphenyldiacetylene Liquid Crystals	
 	

1/12/93	
 	

3/11/11
	

5,178,445	
(5)	

Optically Addressed Spatial Light Modulator	
 	

1/12/93	
 	

1/12/10
	

5,167,855	
(4)	

Ferroelectric Liquid Crystal Compositions Chiral Haloalkoxyl Tail Units	
 	

12/1/92	
 	

12/1/09
	

5,061,814	
 	

High Tilt Ferroelectric Liquid Crystal Compounds and Compositions	
 	

10/29/91	
 	

6/1/09
	

5,051,506	
 	

Ferroelectric Liquid Crystal Compounds Containing Chiral Haloalkoxy Tail Units and Compositions Containing Them	
 	

9/24/91	
 	

9/24/08
	

4,813,771	
 	

Electro-Optic Switching Devices Using Ferroelectric Liquid Crystals	
 	

3/21/89	
 	

10/15/07






	(1)
	jointly
owned by Displaytech, Inc. and Martin Shenker Optical Design, Inc.



	(2)
	jointly
owned by Displaytech, Inc. and Hoechst Aktiengesellschaft (with bilateral restrictions on field of use based on display size; Displaytech has exclusive right to
displays with an active area of 10 cm. or less in diameter, Hoechst has exclusive right to displays with an active area greater than 10 cm. in diameter)



	(3)
	jointly
owned by Displaytech, Inc. and Stephen D. Gaalema



	(4)
	owned
solely by Displaytech, Inc.; assignee data on patent cover sheet is incorrect



	(5)
	jointly
owned by Displaytech, Inc. and University of Colorado Foundation (assignment not recorded at PTO) 


3







 

Displaytech Owned Foreign Patents  



	Country
 
	 	Patent No.
	 	Title
 
	 	Issue Date
	 	Expires

	Canada	 	1,299,721	 	Electro-Optic Switching Devices Using Ferroelectric Liquid Crystals	 	4/28/92	 	4/28/09
	

Germany	
 	

69109680	
 	

Ferroelectric Liquid Crystal Compositions Containing Chiral Haloalkoxy Tail Units	
 	

5/10/95	
 	

7/22/11
	

Japan	
 	

2868774	
 	

Electro-Optic Switching Devices Using Ferroelectric Liquid Crystals	
 	

12/25/98	
 	

10/14/08
	

Japan	
 	

3124772	
 	

Ferroelectric Liquid Crystal Compositions Containing Chiral Haloalkoxy Tail Units	
 	

10/27/00	
 	

7/22/11
	

Korea	
 	

184,242	
 	

Ferroelectric Liquid Crystal Compositions Containing Chiral Haloalkoxy Tail Units	
 	

12/17/98	
 	

7/22/11
	

Korea	
 	

261,354	
 	

High Contrast Distorted Helix Effect Electro-Optic Devices and Tight Ferroelectric Pitch FLC Compositions Useful Therein	
 	

4/18/00	
 	

2/6/13
	

Korea	
 	

283,163	
 	

Ferroelectric Liquid Crystal Compounds with Cyclohexenyl Cores and Compositions Containing Them	
 	

12/6/00	
 	

8/6/13
	

Sweden	
 	

0 540 648	
 	

Ferroelectric Liquid Crystal Compositions Containing Chiral Haloalkoxy Tail Units	
 	

5/10/95	
 	

7/22/11
	

Sweden	
 	

515 705	
 	

High Contrast Distorted Helix Effect Electro-Optic Devices and Tight Ferroelectric Pitch FLC Compositions Useful Therein	
 	

9/24/01	
 	

2/5/13
	

United Kingdom	
 	

0 540 648	
 	

Ferroelectric Liquid Crystal Compositions Containing Chiral Haloalkoxy Tail Units	
 	

5/10/95	
 	

7/22/11
	

United Kingdom	
 	

2 263 982	
 	

Ferroelectric Liquid Crystals	
 	

2/28/96	
 	

1/29/13
	

Canada	
 	

2,087,592	
 	

Ferroelectric Liquid Crystal Compositions Containing Chiral	
 	

4/16/02	
 	

7/22/11




4







 

Displaytech Owned Pending US Patent Applications  



	App. No.
 
	 	Title
 
	 	Date Filed

	08/953,613	 	Methods and Arrangements for Using an Analog Signal to Provide Gray Scale on a Binary Pixel	 	10/17/97
	

09/045,247	
 	

Active Matrix Liquid Crystal Image Generator	
 	

3/20/98
	

09/313,227	
 	

RGB Illuminator with Calibration via Single Detector Servo	
 	

5/17/99
	

09/388,249	
 	

Non-DC-Balanced Drive Scheme for Liquid Crystal Device	
 	

9/1/99
	

[*****]	
 	

[*****]	
 	

[*****]
	

09/604,524	
 	

Methods and Arrangements for Improving Contrast in FLC Devices	
 	

6/27/00
	

09/639,500	
 	

Mesogenic Materials with Anomalous Birefringence Dispersion and High Second Order Susceptibility	
 	

8/11/00
	

09/653,437	
 	

Ferroelectric Liquid Crystal Devices Using Materials with a deVries Smectic A Phase	
 	

9/1/00
	

09/706,553	
 	

Efficient Method of Manufacturing Liquid Crystal Devices	
 	

11/2/00
	

09/718,843	
 	

Multi-State Light Modulator with Non-Zero Response Time and Linear Gray Scale	
 	

11/22/00
	

09/754,033	
 	

Alkyl Silane Liquid Crystal Compounds	
 	

1/3/01
	

09/753,749	
 	

Liquid Crystal Compounds Having a Silane Tail with a Perfluoroalkyl Terminal Portion	
 	

1/3/01
	

09/754,034	
 	

Liquid Crystalline Materials Containing Perfluoroalkyl and Alkenyl Tails	
 	

1/3/01
	

09/817,809	
 	

Subpixellated Reflective Microdisplays	
 	

3/14/01
	

09/809,741	
 	

DC-Balanced and Non-DC-Balanced Drive Schemes for Liquid Crystal Device	
 	

3/14/01
	

09/809,998	
 	

Data Scheduling with Banks in Reflective Microdisplays	
 	

3/14/01
	

09/828,295	
 	

Ferroelectric Liquid Crystal Infrared Chopper	
 	

4/6/01
	

09/854,181	
 	

Partially Fluorinated Liquid Crystal Materials	
 	

5/11/01
	

09/885,862	
 	

Bookshelf Liquid Crystal Materials and Devices	
 	

6/20/01
	

[*****]	
 	

[*****]	
 	

[*****]
	

[*****]	
 	

[*****]	
 	

[*****]
	

[*****]	
 	

[*****]	
 	

[*****]
	

09/992,097	
 	

Active Matrix Liquid Crystal Image Generator with Hybrid Writing Scheme	
 	

11/5/01
	

09/989,976	
 	

Dual Mode Near-Eye and Projection Display System	
 	

11/20/01
	

[*****]	
 	

[*****]	
 	

[*****]
	

10/067,516	
 	

Optics Arrangements Including Light Source Arrangements for an Active Matrix Liquid Crystal Image Generator	
 	

2/4/02
	

[*****]	
 	

[*****]	
 	

[*****]




5







 

Displaytech Owned Pending Foreign Patent Applications  



	Date Filed
 
	 	App. No.
 
	 	Country
 
	 	Title
 

	7/22/91	 	2,087,592	 	Canada	 	Ferroelectric Liquid Crystal Compositions Containing Chiral Haloalkoxy Tail Units
	

2/05/93	
 	

9300375-4	
 	

China	
 	

High Contrast Distorted Helix Effect Electro-Optic Devices and Tight Ferroelectric Pitch Ferroelectric Liquid Crystal Compositions Useful Therein
	

2/05/93	
 	

43 03 335.0	
 	

Germany	
 	

High Contrast Distorted Helix Effect Electro-Optic Devices and Tight Ferroelectric Pitch Ferroelectric Liquid Crystal Compositions Useful Therein
	

2/08/93	
 	

2088934	
 	

Canada	
 	

High Contrast Distorted Helix Effect Electro-Optic Devices and Tight Ferroelectric Pitch Ferroelectric Liquid Crystal Compositions Useful Therein
	

2/08/93	
 	

5-20412	
 	

Japan	
 	

High Contrast Distorted Helix Effect Electro-Optic Devices and Tight Ferroelectric Pitch Ferroelectric Liquid Crystal Compositions Useful Therein
	

8/04/93	
 	

5-193688	
 	

Japan	
 	

Ferroelectric Liquid Crystal Compounds with Cyclohexenyl Cores and Compositions Containing Them
	

12/14/95	
 	

95943444.0	
 	

Europe	
 	

Active Matrix Liquid Crystal Image Generator
	

2/17/99	
 	

2,321,252	
 	

Canada	
 	

Image Generating System
	

2/17/99	
 	

99909497.2	
 	

Europe	
 	

Image Generating System
	

2/17/99	
 	

2000-532773	
 	

Japan	
 	

Image Generating System
	

2/17/99	
 	

01100431.6	
 	

Hong Kong	
 	

Image Generating System
	

2/17/99	
 	

10-2000-7008981	
 	

Korea	
 	

Image Generating System
	

8/29/00	
 	

PCT/US00/23645	
 	

PCT	
 	

Liquid Crystal Operation
	

8/31/01	
 	

PCT/US01/27182	
 	

PCT	
 	

Partially Fluorinated Liquid Crystal Materials
	

11/20/01	
 	

PCT/US01/	
 	

PCT	
 	

Dual Mode Near-Eye and Projection Display System
	

11/21/01	
 	

PCT/US01/	
 	

PCT	
 	

Modulation Algorithm for Light Modulator




6







 

Patents Licensed from Clark and Lagerwall  



	Country
 
	 	Patent No.
 
	 	Title
 
	 	Issue Date
 
	 	Expires
 

	United States	 	RE 34,942	 	Surface Stabilized Ferroelectric Liquid Crystal Devices with Means for Aligning LC molecules at Omega (Alpha) from Normal to the Means	 	5/16/95	 	6/20/06
	

United States	
 	

RE 34,949	
 	

Surface Stabilized Ferroelectric Liquid Crystal Devices	
 	

5/23/95	
 	

9/25/07
	

United States	
 	

RE 34,950	
 	

Surface Stabilized Ferroelectric Liquid Crystal Devices with Means for Aligning LC Molecules at Omega(alpha) from Normal to the Means	
 	

5/23/95	
 	

3/21/06
	

United States	
 	

RE 34,966	
 	

Surface Stabilized Ferroelectric Liquid Crystal Devices with LC Molecules Aligned at Angle Omega (Alpha) from Normal to Substrates	
 	

6/13/95	
 	

1/7/03
	

United States	
 	

RE 34,967	
 	

Surface Stabilized Ferroelectric Liquid Crystal Devices with Plural Orientation States of Different Colors or Separated by Domain Walls	
 	

6/13/95	
 	

7/13/10
	

United States	
 	

RE 34,973	
 	

Surface Stabilized Ferroelectric Liquid Crystal Devices with Total Reflection in One State and Transmission in Another State	
 	

6/20/95	
 	

1/28/09
	

United States	
 	

5,555,111	
 	

Surface Stabilized Ferroelectric Liquid Crystal Devices with Dielectric Torques Greater Than Ferroelectric Torques	
 	

9/10/96	
 	

3/21/06
	

United States	
 	

5,555,117	
 	

Surface Stabilized Ferroelectric Liquid Crystal Devices	
 	

9/10/96	
 	

9/10/13




7







 

Patents Licensed from University Research Corp  



	Patent No.
 
	 	Title
 
	 	Issue Date
 
	 	Expires
 

	5,168,381	 	Smectic Liquid Crystal Devices Using SSFLC and Electroclinic Effect Based Cells	 	12/1/92	 	12/1/09
	

5,178,793	
 	

Ferroelectric Liquid Crystal Compounds and Compositions	
 	

1/12/93	
 	

1/12/10
	

5,543,078	
 	

Ferroelectric Liquid Crystals for Nonlinear Optics Applications	
 	

8/6/96	
 	

8/6/13
	

5,596,434	
 	

Self-Assembled Monolayers for Liquid Crystal Alignment	
 	

1/21/97	
 	

1/21/14
	

5,637,256	
 	

Ferroelectric Liquid Crystals for Nonlinear Optics Applications	
 	

6/10/97	
 	

6/10/14
	

5,658,493	
 	

Ferroelectric Liquid Crystals for Nonlinear Optics Applications	
 	

8/19/97	
 	

8/19/14




8







 

US Patents Licensed from Georgia Tech Research Corp  



	Patent No.
 
	 	Title
 
	 	Issue Date
 
	 	Expires
 

	6,141,072	 	System and Method for Efficient Manufacturing of Liquid Crystal Displays	 	10/31/00	 	4/2/18
	

6,469,761	
 	

System and Method for Efficient Manufacturing of Liquid Crystal Displays	
 	

10/22/02	
 	

4/2/18




9







 

US Patent Applications Licensed from Georgia Tech Research Corp  



	App. No.
 
	 	Title
 
	 	Date Filed
 

	09/669,180	 	System and Method for Efficient Manufacturing of Liquid Crystal Displays	 	9/25/00





Foreign Patent Applications Licensed from Georgia Tech Research Corp  



	Priority Date
 
	 	App. No.
	 	Country
	 	Title
 

	4/3/98	 	Not yet Avail	 	Japan	 	System and Method for Efficient Manufacturing of Liquid Crystal Displays
	

4/3/98	
 	

98915254.1	
 	

Europe	
 	

System and Method for Efficient Manufacturing of Liquid Crystal Displays
	

4/3/98	
 	

2,285,924	
 	

Canada	
 	

System and Method for Efficient Manufacturing of Liquid Crystal Displays
	

4/3/98	
 	

10-1999-7009012	
 	

S. Korea	
 	

System and Method for Efficient Manufacturing of Liquid Crystal Displays




10







 

US Patents Licensed from Agilent Technologies, Inc.  



	Patent No.
 
	 	Title
 
	 	Issue Date
	 	Expires

	6,249,269	 	Analog Pixel Driver Circuit for an Electro-Optical Material-Based Display Device	 	6/19/01	 	4/30/18





US Patent Applications Licensed from Agilent Technologies, Inc.  



	Title
 
	 	 

	[*****]	 	 
	

[*****]	
 	

 
	

Light Sensitive Issues: Guard Ring and Metal Layer	
 	

 




11







 

Displaytech Owned Trademark Registrations and Applications  


BRIGHTEYESTM

        Pending in the US 


CHRONOCOLOR®

        Registered in the US 


DISPLAYTECH®

        Registered in the US and Japan

        Pending in Europe 


DESIGN—Stylized
Displaytech Red Block

        Registered in the US 


FLCD®

        Registered in the US 


LIGHTCASTER®

        Registered in the US, Europe, Japan and Korea 



LIGHTMONKEYTM

        Pending in the US 


LIGHTVIEWTM

        Pending in the US 


MYLIGHTTM

        Pending in the US 


WE
MAKE LIGHT WORKTM

        Pending in the US 


12











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