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Exhibit 10.7  


 
 

AGREEMENT OF TENDER, EXCHANGE AND TRANSMITTAL OF SERIES B STOCK    
    


        This Agreement of Tender, Exchange and Transmittal of Series B Stock (this "Agreement") dated effective as of March 24, 2004, by and between
Displaytech, Inc., a Colorado corporation (the "Company"), and each of the persons and entities listed as Purchasers on the signature pages hereto (each, a "Purchaser" and, collectively, the
"Purchasers"). 


W I T N E S S E T H  


        WHEREAS, by resolution of its Board of Directors dated February 27, 2004, the Company has authorized purchasers of shares of the Company's
Series E-1 Senior Preferred Stock, par value $.001 per share, and their designees, to tender their currently-owned shares of the Company's Series B Convertible Preferred
Stock, par value $.001 per share (the "Series B Stock"), together with any and all accrued, cumulative and unpaid dividends thereon, to the Company in exchange for shares of the Company's
Series E-B Convertible Preferred Stock, par value $.001 per share (the "Series E-B Stock"). 



        NOW,
THEREFORE, in consideration of the premises and the mutual promises set forth herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows: 


SECTION 1. TENDER OF SERIES B STOCK  


        Each Purchaser hereby tenders that certain number of shares of Series B Stock set forth opposite such Purchaser's name on  Schedule I hereto, together with any and all accrued, cumulative and unpaid dividends thereon, in exchange for that certain number of shares of
Series E-B Stock as is set forth on Schedule I hereto. Each Purchaser hereby agrees that immediately as of the date hereof,
all rights and privileges of such Purchaser arising from such Purchaser's ownership of Series B Stock
(whether arising from the Certificate of Designation and Determination of Preferences of the Series B Convertible Preferred Stock or otherwise) are hereby extinguished and the Company is hereby
immediately released from any and all obligations arising therefrom. 


SECTION 2. FURTHER ASSURANCES  



        Each Purchaser hereby agrees to cooperate with the Company and to take such actions as the Company may reasonably request to effectuate the transactions
contemplated hereby. 


SECTION 3. MISCELLANEOUS  


        Section 3.1    This Agreement shall be binding upon, and shall inure to the benefit of, the Company and each of the Purchasers, and their
respective successors and assigns. Nothing expressed herein is intended or shall be construed to give any person or entity other than the persons and entities referred to in the preceding sentence any
legal or equitable right, remedy or claim under or in respect of this Agreement. 



        Section 3.2    This
Agreement shall be construed and enforced in accordance with, and the rights of the parties hereto shall be governed by, the internal laws of the
State of Colorado, without regard to conflict of laws. This Agreement may be executed in any number of counterparts (and by facsimile), and by the different parties on different counterparts, each
counterpart constituting an original, but all together constituting only one agreement. 


[The remainder of this page is intentionally left blank.] 










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



	 	 	COMPANY:
	

 	
 	

DISPLAYTECH, INC.
	

 	
 	
By:	

/s/  RICHARD D. BARTON      
 Name: Richard D. Barton

Title: Chief Executive Officer
	
 	
 	

PURCHASERS:
	
 	
 	

/s/  MARK A. HANDSCHY      
MARK A. HANDSCHY,
 individually and as joint tenant
	

 	
 	

/s/  TERRI H. VERNON      
TERRI H. VERNON, as joint tenant
	

 	
 	

/s/  MICHAEL J. O'CALLAGHAN      
MICHAEL J. O'CALLAGHAN,

individually









SCHEDULE I  



	 
	 	Shares of

	Purchaser of Name
 
	 	Series B Stock

Tendered Hereunder
	 	Series E-B Stock

Issuable Hereunder

	 
	 	(together with any and all

accrued, cumulative and

unpaid dividends

thereon as

of the date hereof)
 
	 	 

	Michael J. O'Callaghan	 	8	 	8
	Mark A. Handschy and Terri H. Vernon, as joint tenants	 	50	 	50
	Mark A. Handschy, individually	 	5	 	5











 
 

AGREEMENT OF TENDER, EXCHANGE AND TRANSMITTAL OF SERIES D STOCK    
    



        This Agreement of Tender, Exchange and Transmittal of Series D Stock (this "Agreement") dated effective as of March 24, 2004, by and between
Displaytech, Inc., a Colorado corporation (the "Company"), and each of the persons and entities listed as Purchasers on the signature pages hereto (each, a "Purchaser" and, collectively, the
"Purchasers"). 


W I T N E S S E T H  


        WHEREAS, by resolution of its Board of Directors dated February 27, 2004, the Company has authorized purchasers of shares of the Company's
Series E-1 Senior Preferred Stock, par value $.001 per share, and their designees, to tender their currently-owned shares of the Company's Series D Convertible Preferred
Stock, par value $.001 per share (the "Series D Stock"), together with any and all accrued, cumulative and unpaid dividends thereon, to the Company in exchange for shares of the Company's
Series E-D Convertible Preferred Stock, par value $.001 per share (the "Series E-D Stock"). 


        NOW,
THEREFORE, in consideration of the premises and the mutual promises set forth herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows: 


SECTION 1. TENDER OF SERIES D STOCK  


        Each Purchaser hereby tenders that certain number of shares of Series D Stock set forth opposite such Purchaser's name on  Schedule I hereto, together with any and all accrued, cumulative and unpaid dividends thereon, in exchange for that certain number of shares of
Series E-D Stock as is set forth on Schedule I hereto. Each Purchaser hereby agrees that immediately as of the date hereof,
all rights and privileges of such Purchaser arising from such Purchaser's ownership of Series D Stock (whether arising from the Certificate of Designation and Determination of Preferences of
the Series D Convertible Preferred Stock or otherwise) are hereby extinguished and the Company is hereby immediately released from any and all obligations arising therefrom. 


SECTION 2. FURTHER ASSURANCES  



        Each Purchaser hereby agrees to cooperate with the Company and to take such actions as the Company may reasonably request to effectuate the transactions
contemplated hereby. 


SECTION 3. MISCELLANEOUS  


        Section 3.1    This Agreement shall be binding upon, and shall inure to the benefit of, the Company and each of the Purchasers, and their
respective successors and assigns. Nothing expressed herein is intended or shall be construed to give any person or entity other than the persons and entities referred to in the preceding sentence any
legal or equitable right, remedy or claim under or in respect of this Agreement. 



        Section 3.2    This
Agreement shall be construed and enforced in accordance with, and the rights of the parties hereto shall be governed by, the internal laws of the
State of Colorado, without regard to conflict of laws. This Agreement may be executed in any number of counterparts (and by facsimile), and by the different parties on different counterparts, each
counterpart constituting an original, but all together constituting only one agreement. 


[The remainder of page is intentionally left blank.] 










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



	 	 	COMPANY:
	

 	
 	
DISPLAYTECH, INC.
	

 	
 	

By:	
 	

/s/ RICHARD D. BARTON
 Name: Richard D. Barton

Title: Chief Executive Officer
	

 	
 	
PURCHASERS:
	

 	
 	
ANALYSIS GROUP FUND I, L.P.
	

 	
 	

By:	
 	

/s/ NORMAN W. GORIN
 Name: Norman W. Gorin

Title: Chief Financial Officer









SCHEDULE I  



	 
	 	Shares of

	Name of Purchaser
 
	 	Series D Stock Tendered Hereunder
	 	Series E-D Stock Issuable Hereunder

	 
	 	(together with any and all accrued, cumulative and unpaid dividends thereon as of the date hereof)
 
	 	 

	Analysis Group Fund I, L.P.	 	1,000	 	1,000











 
 

AGREEMENT OF TENDER, EXCHANGE AND TRANSMITTAL
  OF SERIES E-1 STOCK    
    



        This Agreement of Tender, Exchange and Transmittal of Series E-1 Stock (this "Agreement") dated effective as of March 24, 2004, by and
between Displaytech, Inc., a Colorado corporation (the "Company"), and each of the persons and entities listed as Purchasers on the signature pages hereto (each, a "Purchaser" and,
collectively, the "Purchasers"). 


W I T N E S S E T H  


        WHEREAS, by resolution of its Board of Directors dated February 27, 2004, the Company has authorized holders of shares of the Company's
Series E-1 Senior Preferred Stock, par value $.001 per share (the "Series E-1 Stock"), and their designees, to tender their currently-owned shares of
Series E-1 Stock, together with any and all accrued, cumulative and unpaid dividends thereon, to the Company in exchange for shares of the Company's Series F Convertible
Preferred Stock, par value $.001 per share (the "Series F Stock"). 


        NOW,
THEREFORE, in consideration of the premises and the mutual promises set forth herein, and for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby agree as follows: 


SECTION 1.  TENDER OF SERIES E-1 STOCK  


        Each Purchaser hereby tenders that certain number of shares of Series E-1 Stock set forth opposite such Purchaser's name on  Schedule I hereto, together with any and all accrued, cumulative and unpaid dividends thereon, in exchange for that certain number of shares of
Series F Stock as is set forth on Schedule I hereto. Each Purchaser hereby agrees that immediately as of the date hereof, all rights and
privileges of such Purchaser arising from such Purchaser's ownership of Series E-1 Stock (whether arising from the Certificate of Designation and Determination of Preferences of the
Series E-1 Senior Preferred Stock or otherwise) are hereby extinguished and the Company is hereby immediately released from any and all obligations arising therefrom. 


SECTION 2.  FURTHER ASSURANCES  



        Each Purchaser hereby agrees to cooperate with the Company and to take such actions as the Company may reasonably request to effectuate the transactions
contemplated hereby. 


SECTION 3.  MISCELLANEOUS  


        Section 3.1    This Agreement shall be binding upon, and shall inure to the benefit of, the Company and each of the Purchasers, and their
respective successors and assigns. Nothing expressed herein is intended or shall be construed to give any person or entity other than the persons and entities referred to in the preceding sentence any
legal or equitable right, remedy or claim under or in respect of this Agreement. 



        Section 3.2    This
Agreement shall be construed and enforced in accordance with, and the rights of the parties hereto shall be governed by, the internal laws of the
State of Colorado, without regard to conflict of laws. This Agreement may be executed in any number of counterparts (and by facsimile), and by the different parties on different counterparts, each
counterpart constituting an original, but all together constituting only one agreement. 


[The remainder of this page is intentionally left blank.] 










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



	 	 	COMPANY:
	

 	
 	
DISPLAYTECH, INC.
	

 	
 	

By:	
 	

/s/ RICHARD D. BARTON
 Name: Richard D. Barton

Title: Chief Executive Officer
	

 	
 	
PURCHASERS:
	

 	
 	
ANALYSIS GROUP FUND I, L.P.
	

 	
 	

By:	
 	

/s/ NORMAN W. GORIN
 Name: Norman W. Gorin

Title: Chief Financial Officer
	

 	
 	

/s/ MARK A. HANDSCHY
MARK A. HANDSCHY, individually
	

 	
 	

/s/ MICHAEL J. O'CALLAGHAN
MICHAEL J. O'CALLAGHAN, individually









Schedule I  



	 
	 	Shares of

	Name of Purchaser
 
	 	Series E-1 Stock Tendered Hereunder
	 	Series F Stock Issuable Hereunder

	 
	 	(together with any and all accrued, cumulative and unpaid dividends thereon as of the date hereof)
 
	 	 

	Analysis Group Fund I, L.P.	 	176	 	176
	

Mark A. Handschy	
 	

52	
 	

52
	

Michael J. O'Callaghan	
 	

52	
 	

52













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AGREEMENT OF TENDER, EXCHANGE AND TRANSMITTAL OF SERIES B STOCK


AGREEMENT OF TENDER, EXCHANGE AND TRANSMITTAL OF SERIES D STOCK


AGREEMENT OF TENDER, EXCHANGE AND TRANSMITTAL OF SERIES E-1 STOCK