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Exhibit 10.10  


 
 

TECHWELL, INC.    
    
    AMENDMENT NO. 1 TO THE    
    
    FOURTH AMENDED AND RESTATED RIGHTS AGREEMENT    
    


        THIS AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED RIGHTS AGREEMENT (this "Amendment") is made and entered into as of the 27th day of March, 2006 by and
among TECHWELL, INC., a California corporation (the "Company"), and the signatories hereto, all of whom are parties to that certain Fourth Amended and Restated
Rights Agreement dated as of March 11, 2005 (the "Rights Agreement"). 


RECITALS  


        A.    The
Company and certain stockholders of the Company (the "Stockholders") entered into the Rights Agreement in connection with the Company's Series F Preferred
Stock financing. 


        B.    Terms
not otherwise defined herein shall have the meaning given to them in the Rights Agreement. 


        C.    Pursuant
to Section 4.7 of the Rights Agreement, any provision of the Rights Agreement may be amended or waived (either generally or in a particular instance and
either retroactively or prospectively) with the written consent of the Company and the Holders of at least sixty-six and two-thirds percent (662/3%) of the
outstanding shares of the Registrable Securities. Notwithstanding the foregoing, the amendment or waiver (either generally or in a particular instance and either retroactively or prospectively) of
Sections 3.5, 3.6, 3.7, 3.8 and 3.10 of the Rights Agreement shall also require the written consent of the Holders of at least a majority of the outstanding shares of the Company's Series E
Preferred Stock and Series E-1 Preferred Stock, voting as a single class on an as-converted basis, and the provisions of Section 3.1, Section 3.2
(b) and Section 3.3 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the
holders of sixty-six and two thirds percent (662/3%) of the Registrable Securities that are held by Major Investors. Any such amendment or waiver shall be binding on all of
the Holders. 


        D.    Section 2.16
of the Rights Agreement currently defines a "Qualified Offering" as the Company's sale of its Common Stock in a bona fide, firm commitment
underwriting pursuant to a registration statement on Form S-1 under the Act which results in aggregate gross cash proceeds to the Company in excess of $50,000,000 and the public
offering price of which is not less than $10.00 per share (adjusted to reflect subsequent stock dividends, stock splits or recapitalization) (other than a registration statement relating either to the
sale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction). 


        E.    On
January 31, 2006, the Company's Board of Directors approved a change in the definition of "Qualified Offering" set forth in Section 2.16 of the Rights
Agreement, such that a "Qualified Offering" shall mean the sale of the Company's Common Stock in a bona fide, firm commitment underwriting pursuant to a registration statement on
Form S-1 under the Act which results in aggregate gross cash proceeds in excess of $50,000,000 to the Company and all holders of the Company's capital stock participating in such
sale, including at least $25,000,000 in aggregate net proceeds of such sale to the Company, and the public offering price of which is not less than $10.00 per share (adjusted to reflect subsequent
stock dividends, stock splits or recapitalization) (other than a registration statement relating either to the sale of securities to employees of the Company pursuant to a stock option, stock purchase
or similar plan or a SEC Rule 145 transaction). 







 



        NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth and other due and valid consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereto agree as follows: 


        1.    Change in Definition of Qualifying IPO.    The parties hereto agree that
Section 2.16 of the Rights Agreement shall be amended and replaced in its entirety with the following: 



        "1.14    Termination of Registration Rights.    No Holder shall be entitled to exercise
any right provided for in this Section 2: (a) after five (5) years following the consummation of the sale of the Company's Common Stock in a bona fide, firm commitment
underwriting pursuant to a registration statement on Form S-1 under the Act which results in aggregate gross cash proceeds in excess of $50,000,000 to the Company and all holders of
the Company's capital stock participating in such sale, including at least $25,000,000 in aggregate net proceeds of such sale to the Company, and the public offering price of which is not less than
$10.00 per share (adjusted to reflect subsequent stock dividends, stock splits or recapitalization) (other than a registration statement relating either to the sale of securities to employees of the
Company pursuant to a stock option, stock purchase or similar plan or a SEC Rule 145 transaction) (a "Qualified Offering") or (b) at and after such time following the Company's initial
public offering as such Holder holds Registrable Securities equal to one percent (1%) or less of the outstanding stock of the Company and is able to dispose of all of its Registrable Securities in any
three-month period without registration pursuant to the provisions of Rule 144. 




        2.    Effect of this Amendment.    Except as modified by this Amendment, all other terms
and conditions of the Rights Agreement shall remain in full force and effect, and this Amendment shall be governed by all provisions thereof. 



        3.    Defined Terms.    Capitalized terms used herein but not otherwise defined herein
shall have the meanings as set forth in the Rights Agreement. 


        4.    Counterparts.    This Amendment may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 


        5.    Facsimile Signatures.    This Amendment may be executed and delivered by facsimile
and, upon such delivery, the facsimile will be deemed to have the same effect as if the original signature had been delivered to the other party. Each of the Stockholders and each future holder of
Registrable Securities agrees to deliver to the Company the original signature copy. However, the failure to deliver the original signature copy and/or the nonreceipt of the original signature copy
shall have no effect upon the binding and enforceable nature of this Amendment. 


[Remainder
of this page intentionally left blank.] 


2







 

        IN
WITNESS WHEREOF, the undersigned have executed this Amendment as of the day and year first above written. 



	 	 	TECHWELL, INC.,

a California corporation
	

 	
 	

By	
 	

/s/  MARK VOLL      

	 	 	 	 	Mark Voll

Chief Financial Officer
	

 	
 	

Address:	
 	

408 East Plumeria Drive

San Jose, CA 95134




[Stockholders'/Holders'
signatures to follow.] 


3










	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Margrith Borer
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/  M. BORER      
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Gregor Bucher
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/  GREGOR BUCHER      
	
 	

 
	

Title:	
 	

Mr., Individual Investor
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Chuen-Tsai Chang
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/  CHUEN-TSAI CHANG      
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Pi-Hsun Chen
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/  PI-HSUN CHEN      
	
 	

 
	

Title:	
 	

Pi-Hsun Chen
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

China Century Venture Capital Co., Ltd.
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/  [ILLEGIBLE]      
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

China International Venture Capital Co., Ltd.
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/  [ILLEGIBLE]      
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Hsiang-Ying Chung
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/  HSIANG-YING CHUNG      
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Sammy Chen (Chung)
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/  SAMMY CHEN      
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Robert D. Cochran
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/  ROBERT D. COCHRAN      
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

/s/  LIN KYONG JA      
	
 	

 
	(Printed Name of Investor)	 	 
	

Dragonchamp International Limited	
 	

 
	

By:	
 	

Kyong
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 










	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Seiichi Nobuhara
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ SEIICHI NOBUHARA
	
 	

 
	

Title:	
 	

PRESIDENT & CEO, IBT VENTURES
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Jen-Ching Lee Fang
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ JEN-CHING LEE FANG
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Credit Suisse Asset Management Funds, on behalf of:

Credit Suisse Equity Fund High Tech
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ G. WYSS            MARC TROG
	
 	

 
	Gabriele Wyss            Marc Trog	 	 
	

Title	
 	

VP            AVP
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

GENESIS MICROCHIP INC.
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ [Illegible]
	
 	

 
	

Title:	
 	

SECRETARY
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

/s/ MINAJI HASHIMOTO
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

 
	
 	

 
	

Title:	
 	

 
	
 	

 




TEHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

HOFER
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ HOFER
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

CHIH-CHUN HU
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ CHIH-CHUN HU
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Hiroyasu Ito
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ HIROYASU ITO
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Tatsuo Ito
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ TATSUO ITO
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

MARKUS JENNI
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ MARKUS JENNI
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 










	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Daniel Kalin
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ DANIEL KALIN
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Ibuki Kamei
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ IBUKI KAMEI
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Nanaho Kamei
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ NANAHO KAMEI
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Yojiro Kamei
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ YOJIRO KAMEI
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Yoko Koike
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ YOKO KOIKE
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Yutaka Konishi
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ YUTAKA KONISHI
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Yi-Ching Lai
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ YI-CHING LAI
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Urs Landolt
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ URS LANDOLT
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Yueh-Chen Li
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ YUEH-CHEN LI
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Mo Bei Lee
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ MO BEI LEE
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 










	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Ching Li Lin
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ CHING LI LIN
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Lin Yu Mei
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ LIN YU MEI
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Fun Kai Liu
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ FUN KAI LIU
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Chin Chi Lu
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ CHIN CHI LU
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Mike Yihhuei Mah, Horshiang Mah
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ MIKE YIHHUEI MAH, HORSHIANG MAH
	
 	

 
	

Title:	
 	

MAH FAMILY TRUST
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

O.J. Meier
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ O.J. MEIER
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Millennia 2000 Venture Capital Investment Limited Partnership
	
 	

 
	(Printed Name of Investor)	 	 
	

/s/ TATSUYA KUROYANAGI
 Tatsuya Kuroyanagi	
 	

 
	

General Partner

President

Millenia Venture Partners Co., Ltd	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Bernhard Moser
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ B. MOSER
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Mou-Fu Investment Consultant Ltd.
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ JENGTER LEE
	
 	

Jengter Lee
	

Title:	
 	

Chairman
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

SVIC No. 4 New Technology Business Investment L.L.P.
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ SANG-KI KIM
	
 	

 
	

Title:	
 	

Sang-Ki Kim, C.E.O.
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 










	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

TsuTomu Ogishi
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ TSUTOMU OGISHI
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Parakletos@Ventures
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ [Illegible]
	
 	

 
	

Title:	
 	

Managing Partner
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Ching-Hua Peng
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ CHING-HUA PENG
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

MICHELE PORTER
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ MICHELE PORTER
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Rutishauser
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ B. RUTISHAUSER
	
 	

 
	

Title:	
 	

[Illegible]
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

SANYO Semiconductor Corp.
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ TAKASHI HANASAKI
	
 	

 
	 	 	Takashi Hanasaki	 	 
	

Title:	
 	

President
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Peter Schmid
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ PETER SCHMID
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Urs Schmid
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ URS SCHMID
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Joerg Schultz
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ JOERG SCHULTZ
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Seris Mario
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ MARIO SERIS
	
 	

 
	

Title:	
 	

Managing Director
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 










	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Masaharu Shinya
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ MASAHARU SHINYA
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Siliconware Investment Company Ltd.
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ BOUGH L.
	
 	

 
	

Title:	
 	

Chairman
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Markus Staubli
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ MARKUS STAUBLI
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

TCV IV, L.P.

TCV IV STRATEGIC PARTNERS, L.P.
	
 	

 
	

BY:	
 	

TECHNOLOGY CROSSOVER MANAGEMENT IV, LLC
	
 	

 
	

ITS:	
 	

GENERAL PARTNER
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ CARLA S. NEWELL
	
 	

 
	 	 	Carla S. Newell	 	 
	

Title:	
 	

Attorney-in-fact
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

 
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ YU-MEI TANG
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

/s/ YIN-CHIEN TSAI
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

 
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Philipp Vorndran
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ PHILIPP VORNDRAN
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

AY-Liang Yang
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ AY-LIANG YANG
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Aynang Yang
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ AYNANG YANG
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

SHING-JEN YANG
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ SHING-JEN YANG
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

The Yasuda Enterprise Development I, Limited Partnership
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ KAZUSHIGE TACHIBANA
	
 	

 
	 	 	Kazushige Tachibana	 	 
	

Title:	
 	

President & Representative. Director
	
 	

 
	 	 	Yasuda Enterprise Development Co.,Ltd. General Partner	 	 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 









	AGREED AND APPROVED:	 	 
	

STOCKHOLDERS/HOLDERS:	
 	

 
	

Frank Yu
	
 	

 
	(Printed Name of Investor)	 	 
	

By:	
 	

/s/ FRANK YU
	
 	

 
	

Title:	
 	

 
	
 	

 




TECHWELL, INC.

AMENDMENT NO. 1 TO RIGHTS AGREEMENT 











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TECHWELL, INC. AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED RIGHTS AGREEMENT