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Exhibit 10.9  


 
 

SECOND AMENDED AND RESTATED VOTING AGREEMENT    
    


        This SECOND AMENDED AND RESTATED VOTING AGREEMENT (the "Agreement") is made and entered into as of March 11, 2005, by and among Techwell, Inc., a
California corporation (the "Company"), the holders of the Company's Series A Preferred Stock, no par value per share (the "Series A Stock"), Series B Preferred Stock, no par
value per share (the "Series B Stock"), Series C Preferred Stock, no par value per share (the "Series C Stock"), Series D Preferred Stock, no par value per share (the
"Series D Preferred"), Series E Preferred Stock, no par value per share (the "Series E Stock"), Series E-1 Preferred Stock, no par value per share (the
"Series E-1 Stock" and together with the Series A Stock, the Series B Stock, the Series C Stock, Series D Stock and Series E Stock, the "Existing
Preferred Stock"), and Series F Preferred Stock, no par value per share (the "Series F Stock"), listed on the Schedule of Investors attached as  Schedule Ahereto (collectively, the
"Investors"), and the holders of Common Stock of the Company (the "Common Holders") listed on the Schedule of
Common Holders attached as Schedule B hereto. The Company, the Common Holders and the Investors are individually referred to herein as a "Party"
and are collectively referred to herein as the "Parties." The Company's Board of Directors is referred to herein as the "Board." The Existing Preferred Stock, and the Series F Stock may be
referred to herein as the "Preferred Stock." 


WITNESSETH:  


        WHEREAS, the Company and the Investors purchasing Series F Stock (the "Series F Investors") have
entered into that certain Series F Preferred Stock Purchase Agreement of even date herewith (the "Purchase Agreement"), which provides for, among other things, the purchase by the
Series F Investors of shares of the Series F Stock (the "Series F Issuance"); 



        WHEREAS, the Company's Amended and Restated Articles of Incorporation provide that (a) holders of shares of Common Stock and
Preferred Stock, voting together as a single class on an as-converted basis, shall elect one (1) member of the Board (the "Independent Director"), (b) holders of shares of
the Series E Stock and the Series E-1 Stock, voting together as a separate class and not as separate series, shall elect one (1) member of the Board (the
"Series E and E-1 Director"), and (c) holders of shares of Common Stock and holders of shares of Series A Stock, Series B Stock, Series C Stock,
Series D Stock and Series F Stock (the "Other Preferred Stock"), voting together as a single class on an as-converted basis, shall be entitled to elect the three
(3) remaining members of the Board (the "Other Directors"); and 


        WHEREAS, the Company, the holders of Existing Preferred Stock and the Common Holders have previously entered into that certain Amended and
Restated Voting Agreement dated as of October 2, 2003 (the "Prior Agreement") and desire to amend and restate the Prior Agreement and to accept the rights created pursuant hereto in lieu of the
rights created under the Prior Agreement; and 


        WHEREAS, to induce the Series F Investors to enter into the Purchase Agreement and purchase shares of Series F Stock
thereunder, the Company, the holders of the Existing Preferred Stock and the Common Holders desire to enter into this Agreement with such Investors; and 


        NOW, THEREFORE, in consideration of the foregoing premises and certain other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Parties agree as follows: 


	1.
	Agreement
to Vote. Each Investor, as a holder of Preferred Stock, hereby agrees on behalf of itself and any transferee or assignee of any such shares of
Preferred Stock, to hold all of the shares of Preferred Stock registered in its name (and any securities of the Company issued with respect to, upon conversion of, or in exchange or substitution of
such Preferred Stock, and any other voting securities of the Company subsequently acquired by such Investor) (hereinafter collectively referred to as the "Investor Shares") subject to, and to vote the
Investor Shares at a regular or special meeting of shareholders (or by written consent) in accordance with, the provisions of this 








Agreement.
Each Common Holder, as a holder of Common Stock of the Company, hereby agrees on behalf of itself and any transferee or assignee of any such shares of Common Stock, to hold all of such
shares of Common Stock and any other securities of the Company acquired by such Common Holder in the future (and any securities of the Company issued with respect to, upon conversion of, or in
exchange or substitution for such securities) (the "Common Holder Shares") subject to, and to vote the Common Holder Shares at a regular or special meeting of shareholders (or by written consent) in
accordance with, the provisions of this Agreement. 



	2.
	Board
Size. The holders of Investor Shares and Common Holder Shares shall vote at a regular or special meeting of shareholders (or by written consent) such
shares that they own (or as to which they have voting power) to ensure that the size of the Board shall be set and remain at five (5) directors; provided, however, that such Board size may be
subsequently increased or decreased pursuant to an amendment of this Agreement in accordance with Section 16 hereof. 





3.     Election of Directors. 



	(a)
	In
any election of directors of the Company to elect the Other Directors, the Parties holding shares of Common Stock and Other Preferred Stock shall each vote at any regular or
special meeting of shareholders (or by written consent) such number of shares of Common Stock or Other Preferred Stock then owned by them (or as to which they then have voting power) as may be
necessary to elect three (3) directors: (i) one (1) director of which shall be the Company's chief executive officer as appointed by the Board of Directors from time to time, and
(ii) two (2) directors nominated by the holders of a majority of the then outstanding shares of Common Stock and Other Preferred Stock, voting together as a single class on an
as-converted basis.



	(b)
	In
any election of directors of the Company to elect the Series E and E-1 Director, the Parties holding shares of Series E Stock or
Series E-1 Stock shall each vote at any regular or special meeting of shareholders (or by written consent) such number of shares of Series E Stock or
Series E-1 Stock then owned by them (or as to which they then have voting power) as may be necessary to elect one (1) director nominated by TCV IV, L.P ("TCV") or its
permitted assigns.



	(c)
	In
any election of directors of the Company to elect the Independent Director, the Investors and the Common Holders shall each vote at any regular or special meeting of shareholders
(or by written consent) such number of voting securities of the Company then owned by them (or as to which they then have voting power) as may be necessary to elect the Independent Director that is
approved by each of (i) a majority of the Other Directors and (ii) the Series E and E-1 Director.






	4.
	Removal
of Directors. Any director of the Company may be removed from the Board in the manner allowed by law and the Company's Amended and Restated
Articles of Incorporation and Bylaws, but (a) with respect to a director designated pursuant to subsections 3(a) and 3(b) above, only upon the vote or written consent of the shareholders
entitled to designate such director and (b) with respect to a director designated pursuant to subsection 3(c) above, only upon the vote or written consent of (i) a majority of the Other
Directors and (ii) the Series E and E-1 Director.



	5.
	Legend
on Share Certificates. Each certificate representing any Investor Shares or Common Holder Shares shall be endorsed by the Company with a legend
reading substantially as follows: 





"THE
SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE ISSUER), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON
ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT." 



	6.
	Bring
Along Right. In the event that a majority of the Board approves either (i) an acquisition of the Company by another entity by means of any
transaction or series of related transactions 








(including,
without limitation, any reorganization, merger or consolidation) that would result in the transfer of fifty percent (50%) or more of the outstanding voting power of the Company or in which
the shareholders of the Company immediately prior to such transaction would own, as a result of such transaction, less than a majority of, the voting securities, in the same relative proportions, of
the successor or surviving corporation immediately thereafter or (ii) a sale of all or substantially all of the assets of the Company (such events described in subsections (i) and
(ii) are referred to herein as a "Sale of the Company"), then each Investor hereby agrees with respect to all securities of the Company which it own(s) or otherwise exercises voting or
dispositive authority: 


	(a)
	In
the event such transaction is to be brought to a vote at a shareholder meeting, after receiving proper notice of any meeting of shareholders of the Company to vote on the approval
of a Sale of the Company, to be present, in person or by proxy, as a holder of shares of voting securities, at all such meetings and be counted for the purposes of determining the presence of a quorum
at such meetings;



	(b)
	to
vote (in person, by proxy or by action by written consent, as applicable) all shares of the capital stock of the Company as to which it has beneficial ownership in favor of such
Sale of the Company and in opposition of any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company;



	(c)
	to
refrain from exercising any dissenters' rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company, including, without limitation, the
sale of the Investors Shares held by such Investor in such Sale of the Company;



	(d)
	to
execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company; and



	(e)
	except
for this Second Amended and Restated Voting Agreement, neither any of the parties hereto nor any affiliates thereof shall deposit any shares of capital stock beneficially owned
by such Party or affiliate in a voting trust or subject any such shares of capital stock to any arrangement or agreement with respect to the voting of such shares of capital stock. 




        Notwithstanding
the foregoing, no Investor shall be required to vote in the manner described by this Section 6 unless the net proceeds of such Sale of the Company are to be
distributed to shareholders of the Company in accordance with the Company's Amended and Restated Articles of Incorporation, as amended from time to time; provided, further, that each Investor holding
Series E or Series E-1 Stock shall also not be required to vote in the manner described by this Section 6 if each then outstanding share of Series E Preferred
would receive gross proceeds in an amount less than $10.00 per share (adjusted to reflect stock splits, stock dividends, combinations, recapitalizations and the like) in such Sale of the Company
pursuant to the Amended and Restated Articles of Incorporation, as amended from time to time. 


	7.
	Covenants
of the Company. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be
performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all of the provisions of this Agreement and in the taking of all such actions as may be necessary,
appropriate or reasonably requested by the holders of a majority of the outstanding voting securities held by the Parties hereto (assuming conversion of all outstanding securities) in order to protect
the rights of the Parties hereunder against impairment.



	8.
	No
Liability for Election of Recommended Directors. Neither the Company, the Common Holders, the Investors, nor any officer, director, shareholder,
partner, employee or agent of any such Party, makes any representation or warranty as to the fitness or competence of the nominee of any Party hereunder to serve on the Company's Board by virtue of
such Party's execution of this Agreement or by the act of such Party in voting for such nominee pursuant to this Agreement. 








	9.
	Grant
of Proxy. Upon the failure of any Party to vote their Investor Shares or Common Holder Shares, as applicable, in accordance with the terms of this
Agreement, such Party hereby grants to a shareholder designated by the Board of Directors of the Company a proxy coupled with an interest in all Investor Shares or Common Holder Shares owned by such
Party, which proxy shall be irrevocable until this Agreement terminates pursuant to its terms or this Section 9 is amended to remove such grant of proxy in accordance with Section 16
hereof, to vote all such Investor Shares and Common Holder Shares in the manner provided in Sections 2, 3 and 6 hereof.



	10.
	Specific
Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured Party for the breach of this Agreement
by any other Party, that this Agreement shall be specifically enforceable, and that any breach or threatened breach of this Agreement shall be the proper subject of a temporary or permanent injunction
or restraining order. Further, each Party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.



	11.
	Execution
by the Company. The Company, by its execution in the space provided below, agrees that it will cause the certificates issued after the date
hereof evidencing the shares of Investor Stock and Common Holder Stock to bear the legend required by Section 5 hereof, and it shall supply, free of charge, a copy of this Agreement to any
holder of a certificate evidencing shares of capital stock of the Company upon written request from such holder to the Company at its principal office. The parties hereto do hereby agree that the
failure to cause the certificates evidencing the shares of Investor Stock and Common Holder Stock to bear the legend required by Section 5 hereof and/or failure of the Company to supply, free
of charge, a copy of this Agreement, as provided under Section 5, shall not affect the validity or enforcement of this Agreement.



	12.
	Captions.
The captions, headings and arrangements used in this Agreement are for convenience only and do not in any way limit or amplify the terms and
provisions hereof.



	13.
	Notices.
All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given: (i) upon
personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business
day, (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) day after deposit with a
nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties as follows:



	(a)
	if
to the Company, at 408 E. Plumeria Drive, San Jose, California 95134, with a copy to Robert D. Cochran, Esq., at the Law Office of Robert D. Cochran, 2105 Woodside Road, Woodside,
California 94062-1100,



	(b)
	if
to the Investors, at the addresses set forth on Schedule A hereto, with a copy to Jay K. Hachigian, Esq., at Gunderson
Dettmer Stough Villeneuve Franklin & Hachigian, LLP, 610 Lincoln Street, Waltham, Massachusetts 02451 and E. John Park, Esq., at Morgan, Lewis & Bockius LLP, Two Palo Alto Square, Palo
Alto, CA 94306,



	(c)
	if
to a Common Holder, at the addresses set forth on Schedule B hereto, or, in any such case, at such other addresses as shall
be specified by notice given in accordance with this Section 13.






	14.
	Term.
This Agreement shall terminate and be of no further force or effect upon (a) the consummation of the Company's sale of its Common Stock or
other securities pursuant to a registration statement under the Securities Act of 1933, as amended (other than a registration statement relating either to sale of securities to employees of the
Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction), (b) the consummation of a Liquidation Event, as that term is defined in the Company's
Amended and Restated Articles of Incorporation (as amended from time to time) or (c) March 1, 2015. 







	15.
	Manner
of Voting. The voting of shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted
by applicable law.



	16.
	Amendments
and Waivers. Any term hereof may be amended and the observance of any term hereof may be waived (either generally or in a particular instance
and either retroactively or prospectively) only with the written consent of (i) the Company, (ii) the holders of a majority of the then outstanding voting securities held by the Common
Holders and the Investors (voting as a single class on an as-converted basis) and (iii) the holders of a majority of the then outstanding voting securities held by the Investors
holding Series E and Series E-1 Stock (voting as a single class on an as-converted basis).



	17.
	Stock
Splits, Stock Dividends, etc. In the event of any issuance of shares of the Company's voting securities hereafter to any of the Parties hereto
(including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization or the like), such shares shall become subject to this Agreement and shall be
endorsed with the legend set forth in Section 5.



	18.
	Severability.
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions of this Agreement.



	19.
	Binding
Effect. In addition to any restriction on transfer that may be imposed by any other agreement by which any Party hereto may be bound, this
Agreement shall be binding upon the Parties, their respective heirs, successors, transferees and assigns and to such additional individuals or entities that may become shareholders of the Company and
that desire to become Parties hereto; provided that for any such transfer to be deemed effective, the transferee shall have executed and delivered an Adoption Agreement substantially in the form
attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by a transferee reasonably acceptable to the Company, such
transferee shall be deemed to be a Party hereto as if such transferee's signature appeared on the signature pages hereto. By its execution hereof or any Adoption Agreement, each of the Parties hereto
appoints the Company as its attorney-in-fact for the purpose of executing any Adoption Agreement which may be required to be delivered hereunder.



	20.
	Governing
Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of
law principles thereof.



	21.
	Entire
Agreement. This Agreement is intended to be the sole agreement of the Parties as it relates to the subject matter hereof and supersede all other
agreements of the Parties relating to the subject matter hereof. The Prior Agreement is hereby amended and restated its entirety and shall be of no further force or effect.



	22.
	Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.



	23.
	Arbitration.
Any controversy between the Parties hereto involving any claim arising out of or relating to the termination of this Agreement, will be
submitted to and be settled by final and binding arbitration in Palo Alto, California, in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association (the
"AAA"), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Such arbitration shall be conducted by three (3) arbitrators chosen by
(a) the Company, (b) the New Investors and (c) the Common Holders and the Existing Investors, or failing such agreement, an arbitrator appointed by the AAA. There shall be limited
discovery prior to the arbitration hearing as follows: (x) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated,
(y) depositions of all party witnesses and (z) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with
the California Code of Civil Procedure, the 








arbitrator
shall be required to provide in writing to the Parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the
official transcript of such proceedings. 











        IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 	 	COMPANY
	

 	
 	
TECHWELL, INC.
	

 	
 	

By:	

/s/  FUMIHIRO KOZATO      
 Fumihiro Kozato
 President and Chief Executive Officer




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT

FOR TECHWELL, INC.  









	 	 	INVESTORS:
	

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

By: Samsung Venture Investment Corporation
 
	

 	
 	

By:	

/s/  SANGKI KIM      

	

 	
 	

Name:	

Sangki Kim

	 	 	Title:	C.E.O.
	 	 	Address:	16th Fl., KIPS, Center 647-9,

Yeoksam-Dong, Kangnam-Gu,

Seoul, Korea
	 	 	Fax:	 
	 	 	 	

	

 	
 	
INVESTORS:
	

 	
 	


	 	 	By:	 
	 	 	 	





SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT

FOR TECHWELL, INC.  








        IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 	COMMON HOLDERS:
 
	

 	

/s/  FUMIHIRO KOZATO      
 Fumihiro Kozato
	

 	

/s/  FENG KUO      
 Feng Kuo
	

 	

/s/  SIDNEY S. FAULKNER      
 Sidney S. Faulkner




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT

FOR TECHWELL, INC.  








IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 	 	INVESTORS:
	

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

By: Samsung Venture Investment Corporation
 
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	 	 	Address:	 
	 	 	 	

	 	 	 	 
	 	 	 	

	 	 	Fax No.:	 
	 	 	 	

	

 	
 	
INVESTORS:
	

 	
 	
TCV IV, L.P.

TCV IV STRATEGIC PARTNERS, L.P.
	

 	
 	

By:	

/s/  ROBERT C. BENSKY      

	 	 	Name:	Robert C. Bensky
	 	 	Title:	Attorney in Fact




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT

FOR TECHWELL, INC.  








        IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 	 	INVESTORS:
	

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

By: Samsung Venture Investment Corporation
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	 	 	Address:	 
	 	 	 	

	 	 	 	 
	 	 	 	

	 	 	Fax No.:	 
	 	 	 	

	

 	
 	
INVESTORS:
	

 	
 	
SANYO Semiconductor Corp.
	

 	
 	

By:	

/s/  KATSUHITO TAKEI      

	 	 	Name:	Katsuhito Takei
	 	 	Title:	Treasurer




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT

FOR TECHWELL, INC.  








IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 	 	INVESTORS:
	

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

By: Samsung Venture Investment Corporation
 
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	 	 	Address:	 
	 	 	 	

	 	 	 	 
	 	 	 	

	 	 	Fax No.:	 
	 	 	 	

	

 	
 	
INVESTORS:
	

 	
 	
Millennia 2000 Venture Capital Investment Limited Partnership
	

 	
 	

/s/  TATSUYA KUROYANAGI      

	 	 	Tatsuya Kuroyanagi
	

 	
 	
General Partner

President

Millennia Venture Partners Co,. Ltd




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT

FOR TECHWELL, INC.  








        IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 	 	INVESTORS:
	

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

By: Samsung Venture Investment Corporation
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	 	 	Address:	 
	 	 	 	

	 	 	 	 
	 	 	 	

	 	 	Fax No.:	 
	 	 	 	

	

 	
 	
INVESTORS:
	

 	
 	
The Yasuda Enterprise Development I. Limited Partnership

By: Yasuda Enterprise Development Co.,Ltd.
	

 	
 	

By:	

/s/  MINORU OKA      

	 	 	Name:	Minoru Oka
	 	 	Title:	General Partner




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT

FOR TECHWELL, INC.  








        IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 	 	INVESTORS:
	

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

By: Samsung Venture Investment Corporation
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	 	 	Address:	 
	 	 	 	

	 	 	 	 
	 	 	 	

	 	 	Fax No.:	 
	 	 	 	






	 	INVESTORS:
	

 	

/s/  G. WYSS      
 Gabriele Wyss
 (Vice President)	
 	

/s/  MARC TROG      
 Marc Trog
 (Assistant Vice President)
	

 	

Credit Suisse Asset Management Funds

On behalf of: Credit Suisse Equity Fund High Tech
	

 	

Zurich, 2nd March 2005




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT

FOR TECHWELL, INC.  








        IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 	 	INVESTORS:
	

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

By: Samsung Venture Investment Corporation
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	 	 	Address:	 
	 	 	 	

	 	 	 	 
	 	 	 	

	 	 	Fax No.:	 
	 	 	 	

	

 	
 	
INVESTORS:
	

 	
 	
China International Venture Capital Co, Ltd.
	

 	
 	

By:	

/s/  [ILLEGIBLE]      

	 	 	Name:	 
	 	 	Title:	 




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT

FOR TECHWELL, INC.  








        IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 	 	INVESTORS:
	

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

By: Samsung Venture Investment Corporation
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	 	 	Address:	 
	 	 	 	

	 	 	 	 
	 	 	 	

	 	 	Fax No.:	 
	 	 	 	

	

 	
 	
INVESTORS:
	

 	
 	
China Century Venture Capital Co., Ltd.
	

 	
 	

By:	

/s/  [ILLEGIBLE]      

	 	 	Name:	 
	 	 	Title:	 




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT

FOR TECHWELL, INC.  








        IN
WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 	 	INVESTORS:
	

 	
 	
No. No. 4 New Technology Business Investment L.L.P. By: Samsung Venture Investment Corporation
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	 	 	Address:	 
	 	 	 	

	 	 	 	 
	 	 	 	

	 	 	Fax No.:	 
	 	 	 	

	

 	
 	
INVESTORS:
	

 	
 	
GENESIS MICROCHIP
	

 	
 	

By:	

/s/  MIKE HERLY      

	 	 	Name:	Mike Herly
	 	 	Title:	CFO




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT

FOR TECHWELL, INC.  










        IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 
	 	 
	 	 

	 	 	INVESTORS:
	
 	
 	

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

By: Samsung Venture Investment Corporation
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	 	 	Address:	 	 
	 	 	 	 	

	 	 	Fax No.:	 	 
	 	 	 	 	

	

 	
 	
INVESTORS:

	

 	
 	

By:	
 	

/s/  MASAHARU SHINYA      

	 	 	Name:	 	Masaharu Shinya
	 	 	Title:	 	 




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT FOR TECHWELL, INC.  








        IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 
	 	 
	 	 

	 	 	INVESTORS:
	
 	
 	

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

By: Samsung Venture Investment Corporation
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	 	 	Address:	 	 
	 	 	 	 	

	 	 	Fax No.:	 	 
	 	 	 	 	

	

 	
 	
INVESTORS:
	

 	
 	

Parakletos @ Ventures Millennium Fund, LP
	

 	
 	

By:	
 	

/s/  DR. PAUL H.J. KIM      

	 	 	Name:	 	Dr. Paul H.J. Kim
	 	 	Title:	 	Managing Partner




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT FOR TECHWELL, INC.  








        IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 
	 	 
	 	 

	 	 	INVESTORS:
	
 	
 	

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

By: Samsung Venture Investment Corporation
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	 	 	Address:	 	 
	 	 	 	 	

	 	 	Fax No.:	 	 
	 	 	 	 	

	

 	
 	
INVESTORS:

	

 	
 	

By:	
 	

/s/  CHIN-FENG HUANG      

	 	 	Name:	 	Chin-Feng Huang
	 	 	Title:	 	 




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT FOR TECHWELL, INC.  








        IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 
	 	 
	 	 

	 	 	INVESTORS:
	
 	
 	

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

By: Samsung Venture Investment Corporation
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	 	 	Address:	 	 
	 	 	 	 	

	 	 	Fax No.:	 	 
	 	 	 	 	

	

 	
 	
INVESTORS:
	

 	
 	

Siliconware Investment Co. Ltd.
	

 	
 	

By:	
 	

/s/  JEROME TSAI      

	 	 	Name:	 	Jerome Tsai
	 	 	Title:	 	President




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT FOR TECHWELL, INC.  








        IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 
	 	 
	 	 

	 	 	INVESTORS:
	
 	
 	

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

By: Samsung Venture Investment Corporation
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	 	 	Address:	 	 
	 	 	 	 	

	 	 	Fax No.:	 	 
	 	 	 	 	

	

 	
 	
INVESTORS:
	

 	
 	

[Illegible]
	

 	
 	

By:	
 	

/s/  O.J. MEIER      

	 	 	Name:	 	O.J. Meier
	 	 	Title:	 	 




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT FOR TECHWELL, INC.  








        IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 
	 	 
	 	 

	 	 	INVESTORS:
	
 	
 	

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

By: Samsung Venture Investment Corporation
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	 	 	Address:	 	 
	 	 	 	 	

	 	 	Fax No.:	 	 
	 	 	 	 	

	

 	
 	
INVESTORS:

	

 	
 	

By:	
 	

/s/  FRANK YU      

	 	 	Name:	 	Frank Yu
	 	 	Title:	 	 




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT FOR TECHWELL, INC.  








        IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 
	 	 
	 	 

	 	 	INVESTORS:
	
 	
 	

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

By: Samsung Venture Investment Corporation
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	 	 	Address:	 	 
	 	 	 	 	

	 	 	Fax No.:	 	 
	 	 	 	 	

	

 	
 	
INVESTORS:

	

 	
 	

By:	
 	

/s/  CHUNG, HSIANG-YING      

	 	 	Name:	 	Chung, Hsiang-Ying
	 	 	Title:	 	 




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT FOR TECHWELL, INC.  








        IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 
	 	 
	 	 

	 	 	INVESTORS:
	
 	
 	

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

By: Samsung Venture Investment Corporation
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	 	 	Address:	 	 
	 	 	 	 	

	 	 	Fax No.:	 	 
	 	 	 	 	

	

 	
 	
INVESTORS:

	

 	
 	

By:	
 	

/s/  CHING-HANG SHEN      

	 	 	Name:	 	Ching-Hang Shen
	 	 	Title:	 	 




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT FOR TECHWELL, INC.  








        IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 
	 	 
	 	 

	 	 	INVESTORS:
	
 	
 	

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

By: Samsung Venture Investment Corporation
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	 	 	Address:	 	 
	 	 	 	 	

	 	 	Fax No.:	 	 
	 	 	 	 	

	

 	
 	
INVESTORS:

	

 	
 	

By:	
 	

/s/  R. COCHRAN      

	 	 	Name:	 	R. Cochran
	 	 	Title:	 	 




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT FOR TECHWELL, INC.  








        IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 



	 
	 	 
	 	 

	 	 	INVESTORS:
	
 	
 	

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

By: Samsung Venture Investment Corporation
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	 	 	Address:	 	 
	 	 	 	 	

	 	 	Fax No.:	 	 
	 	 	 	 	

	

 	
 	
INVESTORS:
	

 	
 	
Yoko Koike
	

 	
 	

By:	
 	

/s/  YOKO KOIKE      

	

 	
 	

Name:	
 	

Y. Koike
	 	 	Title:	 	 




SIGNATURE PAGE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT FOR TECHWELL, INC.  









 
 

SCHEDULE A
  Schedule of Investors    
    



	 
	 	 

	Millennia 2000 Venture Capital Investment Limited Partnership

6F Kyobashi-Nisshoku Bldg.

8-7 Kyobashi, 1-Chome, Chuo-Ku

Tokyo 104-0031,JAPAN



Matsushita Electric Industrial Co., Ltd.

1006, Kadoma, Kadoma City

Osaka 571-8501, Japan

Attn: Susumu Koike



Matsushita Electric Industrial Co., Ltd.

1006, Kadoma, Kadoma City

Osaka 571-8501, Japan

Attn: Sukeichi Miki



The Yasuda Enterprise Development I, Limited

Partnership

BYGS Shinjuku Bldg. 6F

2-19-1 Shinjuku-ku, Tokyo 160-0022, Japan	 	Fan-Kai Liu

14598 Deer Spring Court

Saratoga, CA 95070



Chin-Feng Huang

2F, No. 103, Chow-Chou St.

Taipei, Taiwan, R.O.C.



Hsiang-Yin Chung

3, 9-F, No. 16, Lane 167, Sec. 4, Cheng Kung Rd.

Nei-hu, Taipei, Taiwan, R.O.C.

c/o 912 Sundance Drive

Fremont, CA 94539



Yojiro Kamei

Ibuki Kamei

Nanho Kamei

20075 Forest Avenue

Cupertino, CA 95014
	

Othmar J. Meier

1615 Marlborough Road

Hillbourough, 94010



Paul Hofer*

Buchenstrasse 12, 4104 Oberwil



Sanyo Semiconductor Corporation

80 Commerce Drive

Allendale, NJ 07401



Frank Yu

12000 Emerald Hill Lane

Los Altos Hills, CA 94022	 	

Masaharu Shinya

3601, 6-1, Harumi 1-chome, Chuo-ku,

Tokyo 104-0053, Japan



Genesis Microchip Incorporated

165 Commerce Valley Drive West

Thornhill, Ontario

Canada UT 7V8



China International Venture Capital, Inc.

9 Fl., 97 Tunhwa S. Rd., Sec. 2

Taipei 106, Taiwan, R.O.C.



China Century Venture Capital, Inc.

9 Fl., 97 Tunhwa S. Rd., Sec. 2

Taipei 106, Taiwan, R.O.C.
	 	 	 









	

Mo Bei Lee

Techwell, Inc.

1977 O'Toole Avenue, Suite B102

San Jose, CA 95131



Siliconware Investment Company, Ltd.

11F, No. 71, Sung Chiang Rd.

Taipei, Taiwan, R.O.C.



Chuen-Tsai Chang

Techwell, Inc.

1977 O'Toole Avenue, Suite B102

San Jose, CA 95131	 	Yu-Mei Tang

4 Fl., #9, Alley 2, Ln. 358, Teh-Hsin E. Rd.

Shih-Lin, Taipei, Taiwan, R.O.C.



Chin Chi Lu

24F1.2, No. 92, Anho Road, Sec. 2

Taipei, Taiwan, R.O.C.



Ching Li Lin

24F1.2, No. 92, Anho Road, Sec. 2

Taipei, Taiwan, R.O.C.





	 
	 	 

	Ching-Hang Shen

4F, No. 9, Alley 14, Ln. 40

Chung Cheng Rd., Sec. 2

Taipei, Taiwan, R.O.C



Lin Yu Mei

No. 88, An Ho Rd., Sec. 2

11-F., Taipei, Taiwan, R.O.C.



Robert D. Cochran

2105 Woodside Road

Woodside, CA 94062



Mou-Fu Investment Consultant Ltd.

2nd Floor, No. 552, Chung-Hsiao East Road, Section 5

Hsin-Yi District, Taipei, Taiwan, R.O.C.	 	CSAM Funds*

on behalf of CS Equity Fund High Tech



* Any correspondence or notices to be sent to:



1. SASI, Swiss American Securities Inc.

12, East 49 Street, 41 Floor

New York, NY 10017



2. Credit Suisse First Boston, division Credit Suisse

Asset Management

Compliance Department

P.O. Box 800

8070 Zurich, Switzerland
	 	 	 









	

Comm-Trend Ventures Capital Corp.

Suite 3, 5th Floor, No. 248, Nan-King East Road, Section 3

Sung-Shan District, Taipei, Taiwan, R.O.C.



TCV IV, L.P.

TCV IV Strategic Partners, L.P.

Any correspondence or notices to be sent to:

1. Technology Crossover Ventures

528 Ramona Street

Palo Alto, California 94301

Attention: Rick Kimball

Phone: (650) 614-8200

Fax: (650) 614-8222



With a copy to:

2. Technology Crossover Ventures

528 Ramona Street

Palo Alto, California 94301

Attention: Carla S. Newell

Phone: (650) 614-8224

Fax: (650) 614-8222



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

c/o Samsung Venture Investment Corporation

16th Fl., KIPS Center 647-9

Yeoksam-Dong, Kangnam-Gu

Seoul, Korea	 	 











 
 

SCHEDULE B
  
    Schedule of Common Holders    
    


Fumihiro
Kozato 


Feng
Kuo 


Sidney
S. Faulkner 









 
 

EXHIBIT A
  
    ADOPTION AGREEMENT  
    


        This Adoption Agreement ("Adoption Agreement") is executed by the undersigned (the "Transferee") pursuant to the terms of that certain Amended and Restated Voting
Agreement dated as of March    , 2005 (the "Agreement") by and among the Company and certain of its shareholders. Capitalized terms used but not defined herein shall have the respective
meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Transferee agrees as follows: 



	(a)
	Acknowledgment.
Transferee acknowledges that Transferee is acquiring certain shares of the capital stock of the Company (the "Stock"), subject to the
terms and conditions of the Agreement.



	(b)
	Agreement.
Transferee (i) agrees that the Stock acquired by Transferee shall be bound by and subject to the terms of the Agreement, and
(ii) hereby adopts the Agreement with the same force and effect as if Transferee were originally a Party thereto.



	(c)
	Notice.
Any notice required or permitted by the Agreement shall be given to Transferee at the address listed beside Transferee's signature below. 




        EXECUTED AND DATED this            day
of                        , 200    . 



	 	 	 	TRANSFEREE:
 
	

 	

 	
 	
By:	

 
	 	 	 	 	
 Name and Title
	

 	

 	
 	

Address:	

 
	 	 	 	 	

	

 	

 	
 	

Fax:	

 
	 	 	 	 	

	

Accepted and Agreed:	
 	

 	

 
	
 TECHWELL, INC.	
 	

 	

 
	

By:	

 	
 	

 	

 
	 	
	 	 	 
	

Title:	

 	
 	

 	

 
	 	
	 	 	 











 
  TECHWELL, INC.
  
    AMENDMENT NUMBER ONE TO
  
    SECOND AMENDED AND RESTATED VOTING AGREEMENT
  
    Effective as of October 24, 2005





        This
Amendment Number One to Second Amended and Restated Voting Agreement (the "Amendment") is entered into as of October 24, 2005 and amends that certain Second Amended and
Restated Voting Agreement dated March 11, 2005 (the "Original Agreement"), by and among Techwell, Inc., a California corporation (the "Company"), certain holders of Preferred Stock of
the Company listed on Schedule A thereto (the "Investors") and certain holders of Common Stock of the Company listed on Schedule B thereto (the "Common Holders", and collectively with
the Investors and the Company, the "Parties"). 


WITNESSETH: 


        WHEREAS,
the Company desires to increase the authorized number of members of the Board of Directors of the Company to six (6); 


        WHEREAS,
the Original Agreement provides that the size of the Board shall be set and remain at five (5) authorized directors and sets forth an agreement among the Parties as to
how the Investors and the Common Holders shall vote their shares to elect such directors; and 


        WHEREAS,
the Original Agreement may be amended as set forth in Section 16 thereof. 


        NOW,
THEREFORE, in consideration of the foregoing and of the mutual promises and covenants contained herein, the Parties hereby agree as follows: 


	1.
	Amendment of Original Agreement. The Original Agreement is hereby amended as follows:



	(a)
	The
first portion of the second recital under the section heading "WITNESSETH:" (specifically, from the beginning of the recital up until but excluding the clause that begins with
"(b)") shall be restated in its entirety to read as follows: 






        "WHEREAS, the Company's Articles of Incorporation, as amended, provide that (a) holders of shares of Common Stock and Preferred
Stock, voting together as a single class on an as-converted basis, shall elect two (2) members of the Board (the first such member to be referred to herein as the "Independent
Director" and the other the "Additional Independent Director")," 



	(b)
	Section 2
of the Original Agreement shall be restated in its entirety to read as follows: 




        "2.
Board Size. The holders of Investor Shares and Common Holder Shares shall vote at a regular or special meeting of shareholders (or by written consent)
such shares that they own (or as to which they have voting power) to ensure that the size of the Board shall be set and remain at six (6) directors; provided, however, that such Board size may
be subsequently increased or decreased pursuant to an amendment of this Agreement in accordance with Section 16 hereof." 



	(c)
	Section 3
of the Original Agreement shall be amended by the addition of the following text: 




        "d.
In any election of directors of the Company to elect the Additional Independent Director, the Investors and the Common Holders shall each vote at any regular or special meeting of
shareholders (or by written consent) such number of voting securities of the Company then owned by them (or as to which they then have voting power) as may be necessary to elect the Additional
Independent Director that is approved by a majority of the directors then in office" 


2.     Miscellaneous. 


        Except
as amended by this Amendment, the Original Agreement shall remain in full force and effect. 










        This
Amendment will be governed by and construed in accordance with the State of California without giving effect to the conflicts of law principles thereof. 


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










        IN WITNESS WHEREOF, the parties hereto have executed this Amendment Number One to Second Amended and Restated Voting Agreement as of the date first written above. 



	 	 	TECHWELL, INC.
	

 	
 	

By:	
 	

/s/  FUMIHIRO KOZATO      
	 	 	 	 	
 Fumihiro Kozato, President
	

 	
 	
COMMON HOLDERS AND INVESTORS:*
	

 	
 	

 	
 	

FUMIHIRO KOZATO
	 	 	 	 	
 (Print Name of Investor)
	

 	
 	

By:	
 	

/s/  FUMIHIRO KOZATO      
	 	 	 	 	
 (Signature of Authorized Person)
	

 	
 	

Title:	
 	
PRESIDENT & CEO





TECHWELL, INC. SIGNATURE PAGE TO AMENDMENT NUMBER ONE TO

SECOND AMENDED AND RESTATED VOTING AGREEMENT  









        IN
WITNESS WHEREOF, the parties hereto have executed this Amendment Number One to Second Amended and Restated Voting Agreement as of the date first written above. 



	 
	 	 
	 	 

	 	 	TECHWELL, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Fumihiro Kozato, President
	

 	
 	
COMMON HOLDERS AND INVESTORS:*
	

 	
 	
TCV IV, L.P.

TCV IV Strategic Partners, L.P.
	

 	
 	

By:	
 	

Technology Crossover Management IV, LLC
	 	 	 	 	
 (Print Name of Investor)

Its: General Partner
	

 	
 	

By:	
 	

/s/  CARLA S. NEWELL      
	 	 	 	 	
 (Signature of Authorized Person)

Carla S. Newell
	

 	
 	

Title:	
 	

Attorney-in-fact
	 	 	 	 	





TECHWELL, INC. SIGNATURE PAGE TO AMENDMENT NUMBER ONE TO

SECOND AMENDED AND RESTATED VOTING AGREEMENT  









        IN
WITNESS WHEREOF, the parties hereto have executed this Amendment Number One to Second Amended and Restated Voting Agreement as of the date first written above. 



	 
	 	 
	 	 

	 	 	TECHWELL, INC.
	

 	
 	

By:	
 	

 Fumihiro Kozato, President
	

 	
 	
COMMON HOLDERS AND INVESTORS:*

Millennia 2000 Venture Capital Investment Limited Partnership
	

 	
 	

 	
 	

/s/  TATSUYA KUROYANAGI      
	 	 	 	 	
 Tatsuya Kuroyanagi
	

 	
 	

 	
 	

General Partner

President

Millennia Venture Co., Ltd.




TECHWELL, INC. SIGNATURE PAGE TO AMENDMENT NUMBER ONE TO

SECOND AMENDED AND RESTATED VOTING AGREEMENT  







SIGNATURE PAGE TO ACTION BY WRITTEN CONSENT OF THE SHAREHOLDERS OF TECHWELL TECHNOLOGIES, INC.  



        IN WITNESS WHEREOF, the parties hereto have executed this Amendment Number One to Second Amended and Restated Voting Agreement as of the date first written above. 



	 
	 	 
	 	 

	 	 	TECHWELL, INC.
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Fumihiro Kozato, President
	

 	
 	
COMMON HOLDERS AND INVESTORS:*
	

 	
 	

 	
 	

FRANK YU

(Print Name of Investor)
	

 	
 	

By:	
 	

/s/  FRANK YU      
	 	 	 	 	
 (Signature of Authorized Person)










        IN
WITNESS WHEREOF, the parties hereto have executed this Amendment Number One to Second Amended and Restated Voting Agreement as of the date first written above. 



	 
	 	 
	 	 

	 	 	TECHWELL, INC.
	

 	
 	

By:	
 	

 Fumihiro Kozato, President
	

 	
 	
COMMON HOLDERS AND INVESTORS:*
	

 	
 	

 	
 	

Masaharu Shinya
	 	 	 	 	
 (Print Name of Investor)
	

 	
 	

By:	
 	

/s/  MASAHARU SHINYA      
	 	 	 	 	
 (Signature of Authorized Person)
	

 	
 	

Title:	
 	






TECHWELL, INC. SIGNATURE PAGE TO AMENDMENT NUMBER ONE TO

SECOND AMENDED AND RESTATED VOTING AGREEMENT  









        IN
WITNESS WHEREOF, the parties hereto have executed this Amendment Number One to Second Amended and Restated Voting Agreement as of the date first written above. 



	 
	 	 
	 	 

	 	 	TECHWELL, INC.
	

 	
 	

By:	
 	

 Fumihiro Kozato, President
	

 	
 	
COMMON HOLDERS AND INVESTORS:*
	

 	
 	

 	
 	

Sanyo Semiconductor Corp.
	 	 	 	 	
 (Print Name of Investor)
	

 	
 	

By:	
 	

/s/  KATSUHITO TAKEI      
	 	 	 	 	
 (Signature of Authorized Person)

Katsuhito Takei
	

 	
 	

Title:	
 	

Treasurer
	 	 	 	 	





TECHWELL, INC. SIGNATURE PAGE TO AMENDMENT NUMBER ONE TO

SECOND AMENDED AND RESTATED VOTING AGREEMENT  









        IN
WITNESS WHEREOF, the parties hereto have executed this Amendment Number One to Second Amended and Restated Voting Agreement as of the date first written above. 



	 
	 	 
	 	 

	 	 	TECHWELL, INC.
	

 	
 	

By:	
 	

 Fumihiro Kozato, President
	

 	
 	
COMMON HOLDERS AND INVESTORS:*
	

 	
 	

 	
 	

Mo Bei Lee
	 	 	 	 	
 (Print Name of Investor)
	

 	
 	

By:	
 	

/s/  MO BEI LEE      
	 	 	 	 	
 (Signature of Authorized Person)
	

 	
 	

Title:	
 	

 
	 	 	 	 	





TECHWELL, INC. SIGNATURE PAGE TO AMENDMENT NUMBER ONE TO

SECOND AMENDED AND RESTATED VOTING AGREEMENT  









        IN
WITNESS WHEREOF, the parties hereto have executed this Amendment Number One to Second Amended and Restated Voting Agreement as of the date first written above. 



	 
	 	 
	 	 

	 	 	TECHWELL, INC.
	

 	
 	

By:	
 	

 Fumihiro Kozato, President
	

 	
 	
COMMON HOLDERS AND INVESTORS:*
	

 	
 	

 	
 	

Kenny Liu
	 	 	 	 	
 (Print Name of Investor)
	

 	
 	

By:	
 	

/s/  KENNY LIU      
	 	 	 	 	
 (Signature of Authorized Person)
	

 	
 	

Title:	
 	

 
	 	 	 	 	





TECHWELL, INC. SIGNATURE PAGE TO AMENDMENT NUMBER ONE TO

SECOND AMENDED AND RESTATED VOTING AGREEMENT  









        IN
WITNESS WHEREOF, the parties hereto have executed this Amendment Number One to Second Amended and Restated Voting Agreement as of the date first written above. 



	 
	 	 
	 	 

	 	 	TECHWELL, INC.
	

 	
 	

By:	
 	

/s/  FUMIHIRO KOZATO      
	 	 	 	 	
 Fumihiro Kozato, President
	

 	
 	
COMMON HOLDERS AND INVESTORS:*
	

 	
 	

 	
 	

Feng Kuo
	 	 	 	 	
 (Print Name of Investor)
	

 	
 	

By:	
 	

/s/  FENG KUO      
	 	 	 	 	
 (Signature of Authorized Person)
	

 	
 	

Title:	
 	

CTO





TECHWELL, INC. SIGNATURE PAGE TO AMENDMENT NUMBER ONE TO

SECOND AMENDED AND RESTATED VOTING AGREEMENT  










IN WITNESS WHEREOF, the parties hereto have executed this Amendment Number One to Second Amended and Restated Voting Agreement as of the date first written above. 



	 
	 	 
	 	 

	 	 	TECHWELL, INC.
	

 	
 	

By:	
 	

    
 Fumihiro Kozato, President
	

 	
 	
COMMON HOLDERS AND INVESTORS:*
	

 	
 	
Siliconware Investment Company Ltd.
 (Print Name of Investor)
	

 	
 	

By:	
 	

/s/  JEROME TSAI      
 (Signature of Authorized Person)
	 	 	Title:	 	President




 TECHWELL, INC.

SIGNATURE PAGE TO AMENDMENT NUMBER ONE TO SECOND AMENDED AND

RESTATED VOTING AGREEMENT  








IN
WITNESS WHEREOF, the parties hereto have executed this Amendment Number One to Second Amended and Restated Voting Agreement as of the date first written above. 



	 
	 	 
	 	 

	 	 	TECHWELL, INC.
	

 	
 	

By:	
 	

    
 Fumihiro Kozato, President
	

 	
 	
COMMON HOLDERS AND INVESTORS:*
	

 	
 	
Yutaka Konishi
 (Print Name of Investor)
	

 	
 	

By:	
 	

/s/  YUTAKA KONISHI      
 (Signature of Authorized Person)
	 	 	Title:	 	 




 TECHWELL, INC.

SIGNATURE PAGE TO AMENDMENT NUMBER ONE TO SECOND AMENDED AND

RESTATED VOTING AGREEMENT  








IN
WITNESS WHEREOF, the parties hereto have executed this Amendment Number One to Second Amended and Restated Voting Agreement as of the date first written above. 



	 
	 	 
	 	 

	 	 	TECHWELL, INC.
	

 	
 	

By:	
 	

    
 Fumihiro Kozato, President
	

 	
 	
COMMON HOLDERS AND INVESTORS:*
	

 	
 	
Chizuko Lovely
 (Print Name of Investor)
	

 	
 	

By:	
 	

/s/  CHIZUKO LOVELY      
 (Signature of Authorized Person)
	 	 	Title:	 	 




 TECHWELL, INC.

SIGNATURE PAGE TO AMENDMENT NUMBER ONE TO SECOND AMENDED AND

RESTATED VOTING AGREEMENT  








IN
WITNESS WHEREOF, the parties hereto have executed this Amendment Number One to Second Amended and Restated Voting Agreement as of the date first written above. 



	 
	 	 
	 	 

	 	 	TECHWELL, INC.
	

 	
 	

By:	
 	

    
 Fumihiro Kozato, President
	

 	
 	
COMMON HOLDERS AND INVESTORS:*
	

 	
 	
Yoko Koike
 (Print Name of Investor)
	

 	
 	

By:	
 	

/s/  YOKO KOIKE      
 (Signature of Authorized Person)
	 	 	Title:	 	 




 TECHWELL, INC.

SIGNATURE PAGE TO AMENDMENT NUMBER ONE TO SECOND AMENDED AND

RESTATED VOTING AGREEMENT  








IN
WITNESS WHEREOF, the parties hereto have executed this Amendment Number One to Second Amended and Restated Voting Agreement as of the date first written above. 



	 
	 	 
	 	 

	 	 	TECHWELL, INC.
	

 	
 	

By:	
 	

    
 Fumihiro Kozato, President
	

 	
 	
COMMON HOLDERS AND INVESTORS:*
	

 	
 	
China International Venture Capital Co., Ltd.
 (Print Name of Investor)
	

 	
 	

By:	
 	

/s/  [ILLEGIBLE]      
 (Signature of Authorized Person)
	 	 	Title:	 	 




 TECHWELL, INC.

SIGNATURE PAGE TO AMENDMENT NUMBER ONE TO SECOND AMENDED AND

RESTATED VOTING AGREEMENT  








IN
WITNESS WHEREOF, the parties hereto have executed this Amendment Number One to Second Amended and Restated Voting Agreement as of the date first written above. 



	 
	 	 
	 	 

	 	 	TECHWELL, INC.
	

 	
 	

By:	
 	

    
 Fumihiro Kozato, President
	

 	
 	
COMMON HOLDERS AND INVESTORS:*
	

 	
 	
China Century Venture Capital Co., Ltd.
 (Print Name of Investor)
	

 	
 	

By:	
 	

/s/  [ILLEGIBLE]      
 (Signature of Authorized Person)
	 	 	Title:	 	 




 TECHWELL, INC.

SIGNATURE PAGE TO AMENDMENT NUMBER ONE TO SECOND AMENDED AND

RESTATED VOTING AGREEMENT  








IN
WITNESS WHEREOF, the parties hereto have executed this Amendment Number One to Second Amended and Restated Voting Agreement as of the date first written above. 



	 	 	TECHWELL, INC.
	

 	
 	

By:	
 	

    
 Fumihiro Kozato, President
	

 	
 	
COMMON HOLDERS AND INVESTORS:*
	

 	
 	
Credit Suisse Asset Management Funds
 On behalf of: Credit Suisse Equity Fund High Tech

(Print Name of Investor)
	 	 	By:	 	/s/  G. WYSS      
	 	/s/  MARC TROG      

	 	 	 	 	(Signature of Authorized Person)
	 	 	 	 	Gabriele Wyss	 	Marc Trog
	 	 	Title:	 	(Vice President)	 	(Assistant Vice President)




 TECHWELL, INC.

SIGNATURE PAGE TO AMENDMENT NUMBER ONE TO SECOND AMENDED AND

RESTATED VOTING AGREEMENT  








IN
WITNESS WHEREOF, the parties hereto have executed this Amendment Number One to Second Amended and Restated Voting Agreement as of the date first written above. 



	 
	 	 
	 	 

	 	 	TECHWELL, INC.
	

 	
 	

By:	
 	

    
 Fumihiro Kozato, President
	

 	
 	
COMMON HOLDERS AND INVESTORS:*
	

 	
 	
Gregor Beecher
 (Print Name of Investor)
	

 	
 	

By:	
 	

/s/  GREGOR BEECHER      
 (Signature of Authorized Person)
	 	 	Title:	 	Dr. Gregor Beecher




 TECHWELL, INC.

SIGNATURE PAGE TO AMENDMENT NUMBER ONE TO SECOND AMENDED AND

RESTATED VOTING AGREEMENT  








IN
WITNESS WHEREOF, the parties hereto have executed this Amendment Number One to Second Amended and Restated Voting Agreement as of the date first written above. 



	 	 	TECHWELL, INC.
	

 	
 	

By:	
 	

    
 Fumihiro Kozato, President
	

 	
 	
COMMON HOLDERS AND INVESTORS:*
	

 	
 	
Paul R. Hofer

(Print Name of Investor)
	

 	
 	

By:	
 	

/s/  HOFER      
 (Signature of Authorized Person)
	 	 	Title:	 	 




 TECHWELL, INC.

SIGNATURE PAGE TO AMENDMENT NUMBER ONE TO SECOND AMENDED AND

RESTATED VOTING AGREEMENT  











QuickLinks


SECOND AMENDED AND RESTATED VOTING AGREEMENT


SCHEDULE A Schedule of Investors


SCHEDULE B Schedule of Common Holders


EXHIBIT A ADOPTION AGREEMENT


TECHWELL, INC. AMENDMENT NUMBER ONE TO SECOND AMENDED AND RESTATED VOTING AGREEMENT Effective as of October 24, 2005