EXHIBIT 10
AMENDMENT NO. 2 TO
THE PURCHASE AGREEMENT
This Amendment No. 2 to the Purchase Agreement dated as of June 22, 2005
(this "Amendment") to that certain Purchase Agreement, dated March 30, 2005 (the
"Original Agreement"), by and among International DisplayWorks, Inc., a Delaware
corporation ("IDW"); International DisplayWorks (Hong Kong) Limited, a Hong Kong
company and a wholly owned subsidiary of IDW ("IDW HK"); Three-Five Systems,
Inc., a Delaware corporation ("TFS"); TFS International, Ltd., a company formed
under the laws of Bermuda and a wholly owned subsidiary of TFS ("TFSI"); and
Three-Five Systems (Beijing) Co., Ltd., a corporate entity formed under the laws
of the People's Republic of China and a wholly owned subsidiary of TFSI
("TFSB"). IDW, IDW HK, TFS, TFSI, and TFSB are referred to individually herein
as a "Party" and collectively herein as the "Parties."). Capitalized terms used
herein and not otherwise defined shall have the meaning assigned in the Original
Agreement.
WITNESSETH:
WHEREAS, the Parties desire to clarify, amend and restate certain terms and
conditions as provided for herein with an effective date as set forth below.
NOW, THEREFORE, for and in consideration of the mutual promises and
conditions made herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:
1. Change to Earn Out Provisions. Section 2(c)(i)(B) of the Agreement is hereby
amended to read in its entirety as follows:
2.)(c)(i)(B) The payment of the Earn-Out Amount (the "Earn-Out
Payment"), if any, shall be paid in the form of common stock
of IDW, based on the trailing five day average closing price
preceding March 31, 2006. The Earn-Out Payment shall be due
and payable on May 1, 2006. Notwithstanding the foregoing, in
the event future events would result in issuance of more than
19.9% of the issued and outstanding shares of IDW common
stock, as measured on the date of this Original Agreement,
then no such Earn-Out Payment in excess of the 19.9% will be
made until such time as IDW obtains stockholder approval for
issuance of such shares, and IDW will use its reasonable best
efforts to obtain such stockholder approval prior to such
date.
2. Effect of Amendment. Except as expressly amended hereby, the Original
Agreement is in all respects ratified and confirmed, and all the terms,
conditions and provisions thereof shall remain in full force and effect. To the
extent that there are any inconsistencies between this Amendment and the
Original Agreement, the terms and provisions of this Amendment shall control.
3. Retroactive Effect. The foregoing amendments shall have effect
retroactive as of execution and delivery of the Original Agreement on March 30,
2005.
4. Counterparts. This Amendment may be executed in any number of
counterparts, each of which shall be an original, but all of which together
shall be deemed to constitute one instrument.
5. Facsimile. Executed copies of this Amendment may be exchanged via
facsimile, and such signatures shall be deemed as originals.
IN WITNESS WHEREOF, this Amendment is executed and appended to the Original
Agreement as of the effective date set forth above.
International Displayworks, Inc.
a Delaware corporation
By: __________________________
Name:________________________
Title:_________________________
International Displayworks (Hong Kong) Limited,
a Hong Kong company
By: __________________________
Name:________________________
Title:_________________________
Three-Five Systems, Inc.,
a Delaware corporation
By: __________________________
Name:________________________
Title:_________________________
TFS International, Ltd.,
a company formed under the laws of Bermuda
By: __________________________
Name:________________________
Title:_________________________
Three-Five Systems (Beijing) Co., Ltd.,
a corporate entity formed under the laws of
the People's Republic of China
By: __________________________
Name:________________________
Title:_________________________
