Amendment No. 1 to the First Amended and Restated Investors' Rights Agreement



 Exhibit 4.5 
 BCD SEMICONDUCTOR MANUFACTURING LIMITED 
 AMENDMENT NO. 1 TO THE 
 FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 
 This Amendment No. 1 (the “Amendment”) to the First Amended and Restated Investors’ Rights Agreement is made as of November 29, 2007 (the “Effective
Date”), by and among BCD Semiconductor Manufacturing Limited, a Cayman Islands exempted limited liability company (the “Company”), members of the Company, including the holders of the Company’s
Series A Preference Shares (the “Series A Holders”), the holders of the Company’s Series B Preference Shares (the “Series B Holders”) and the holders of the
Company’s Series C Preference Shares (the “Series C Holders”) as set forth on Exhibit A hereto (the Series A Holders, Series B Holders and
Series C Holders are collectively referred to as the “Holders” or “Investors”, and each individually referred to as a “Holder” or
an “Investor”) and the Founders named herein. Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Agreement. 
 R E C I T A L S 
 A. WHEREAS,
in connection with the Series C Preference Shares financing of the Company, the Company, Holders and Founders have entered into the First Amended and Restated Investors’ Rights Agreement dated September 29, 2005 (the
“Agreement”); 
 B. WHEREAS, Section 6.2(a) of the Agreement provides that “with the written consent of the
Company and the Holders holding more than a majority of the then outstanding Registrable Securities (not including the Founders Shares), the obligations of the Company and the rights of the Investors under this Agreement may be amended and any of
its terms may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely) and any amendments or waivers so approved shall be binding as to all
parties, provided, however, that any amendment, waiver, discharge or termination of any provision under Sections 2.2 and 2.6 hereof which would materially and adversely affect the express rights of the holders of the Founders
Shares in relation to the rights of holders of other Registrable Securities hereunder shall not be effective unless approved by the holders of a majority of the Founders Shares. Without limiting the foregoing and for the avoidance of doubt, it is
expressly agreed that any such amendment or waiver affecting the express rights of holders of Founders Shares which eliminates, restricts or otherwise modifies piggyback registration rights equally for all holders of Registrable Securities shall not
be deemed to require the separate consent of holders of a majority of the Founders Shares;” and 
 C. WHEREAS, in connection with the
anticipated public offering of the Company’s Ordinary Shares, in the form of American Depositary Shares (the “IPO”), the Company, Holders and Founders wish to amend the Agreement to eliminate the piggyback registration
rights applicable in the IPO, held by any holders of Registrable Securities. 







 NOW, THEREFORE, in consideration of the foregoing and for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Company and the undersigned Holders and Founders hereby agree as follows: 
 1.
Amendment to Section 2.6(a). Section 2.6(a) of the Agreement is hereby amended to read in its entirety as follows: 
 (a) Notice of Registration. If at any time or from time to time the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders, other than (i) a
registration relating solely to employee benefit plans, (ii) a registration relating solely to a Rule 145 transaction, or (iii) a registration that is for the IPO of the Company in the relevant jurisdiction, it shall: 
 (i) give to each Holder written notice within ten (10) business days thereof; and 
 (ii)(subject to the limitations set forth in Section 2.6(b)(i) below), include in such registration (and any related
qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in a written request or requests, made within ten (10) business days after receipt of such written notice
from the Company, by any Holder. 
 2. Miscellaneous. 
 (a) Except as set forth above, the Agreement shall remain in full force and effect without change. 
 (b) This Amendment may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one and the same
instrument. 
 (c) This Amendment shall be governed by, and construed and enforced in accordance with, the internal laws of the State of
California as such laws are applied to agreements between California residents entered into and to be performed within California, without regard to principles of conflicts of law. 
 (d) This Amendment and the Agreement, and the documents referred to herein and therein constitute the entire agreement between the parties hereto
pertaining to the subject matter hereof, and any and all other written or oral agreements relating to the subject matter hereof existing between the parties hereto are expressly canceled. 
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 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the First Amended and Restated
Investors’ Rights Agreement as of the date first written above. 
  

			
	COMPANY
	
	BCD SEMICONDUCTOR MANUFACTURING LIMITED
		
	By:	 	  

	Name:	 	Tung-Yi Chan
	Title:	 	Chief Executive Officer


 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE 
 FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 







 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the First Amended and Restated
Investors’ Rights Agreement as of the date first written above. 
  

	
	THE FOUNDERS
	
	  

	 JOSEPH Y. LIU

	
	  

	 CHIEH CHANG

	
	  

	 HERBERT CHANG

	
	  

	 FRED WONG

	
	  

	 JIWEI SUN



 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE 
 FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 







 IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to the First Amended and Restated
Investors’ Rights Agreement as of the date first written above. 
  

			
	HOLDERS:
		
	By:	 	  

		
	Name:	 	  

		
	Title:	 	  



 SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE 
 FIRST AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT 







 EXHIBIT A 
  

	
	Series A Holders
	
	 We Sure Inc.
 7F, #92-2 Sung Kao Road
 Hsin Yi Dist., Taipei
 Taiwan

	
	 Core Asia Capital Limited
 6F, #7, Alley 43, Lane
311
 E. Ho Ping Road
 Sec. 2, Taipei
 Taiwan

	
	 Joseph Y. Liu
 40743 Rainwater Ct.
 Fremont, CA 94539

	
	 Mintong International Ltd.
 7F, #92-2 Sung Kao Road

 Hsin Yi Dist., Taipei
 Taiwan

	
	 Max KC Fang
 7F, #11, Lane 188,
 Chun Kin Road,
 Taipei Taiwan

	
	 Shen-Gang Mai
 7F, #92-2 Sung Kao Road
 Hsin Yi Dist., Taipei
 Taiwan

	
	 Ping-Chun Su
 7F, #92-2 Sung Kao Road
 Hsin Yi Dist., Taipei
 Taiwan

	
	 Chih Heng Pan
 7F, #92-2 Sung Kao Road
 Hsin Yi Dist., Taipei
 Taiwan










	
	Series A Holders
	
	 Ming Shieh Li
 7F, #92-2 Sung Kao Road
 Hsin Yi Dist., Taipei
 Taiwan

	
	 Shirley Chen
 12333 Crayside Lane
 Saratoga, CA 95070

	
	 Norman T. H. Liu
 2823 Rio Ciaro Dr.
 Hacienda Heights, CA 91745

	
	 Ariene Chou
 685 Montana Vista
 Fremont, CA 94539

	
	 Che-Fu Chen
 3F, #65, Lane 8, Jung-Tsung Road
 Tsao-Ying Dist.,
 Kaohsiung, Taiwan

	
	 Chiu-Hua Chang
 3F, #4, Alley 21, Lane 650
 Sung Shan Road
 Taipei, Taiwan

	
	 David G. Tunick
 2847 Scotts Valley Drive
 Henderson, NV 89052

	
	 James V. Chai Revocable Trust
 1343 Carter Crest Rd.
 Edmonton, AB. T6R 2L6
 Canada

	
	 Min-Ji Lein
 4704 Hollowcrest Ct.
 Dallas, TX 75287










	
	Series A Holders
	
	 Midas Technology, Inc.
 7F, #92-2 Sung Kao Road
 Hsin Yi Dist., Taipei
 Taiwan

	
	 Raymond B. Sia
 P.O. Box 6146
 Bellevue, WA 98008

	
	 Teddy Tam
 1162 Cherry Avenue
 San Bruno, CA 94066

	
	 Yen Shu
 7F, #92-2, Sung Kao Road
 Hsin Yi Dist., Taipei
 Taiwan

	
	 Gwo-Fen Chang
 7F, #92-2, Sung Kao Road
 Hsin Yi Dist., Taipei
 Taiwan

	
	 Lei Wang
 1189 Mountain Quail Circle
 San Jose, CA 95120

	
	 Cheow Fatt Yeo
 1156 Corvallis Ct.
 San Jose, CA 95120

	
	 Yi Ling Lin
 12F, 13, Jen-Al Road
 Sec. 2 Taipei
 Taiwan

	
	 Yasujuki Yoshizawa
 572-7 Kamitsuruma
 Sagamihara-shi 228-0802
 Kanagawa Japan










	
	Series A Holders
	
	 Abraham Chen
 12333 Crayside Lane
 Saratoga, CA 95070

	
	 Li-Chi Cheng
 3F, #10, Lane 135
 Wen-Hwa Road
 Yun-Ho, Taipei
 Taiwan

	
	 Lin Hsiu Hui Chiang
 20754 St. Joan Ct.
 Saratoga, CA 95070

	
	 Judi Ding
 Room 1001, Building 45
 No. 1285 Shing Zhong Road (W)
 Shanghai, China

	
	 Hsiao-Ying Lee
 11F, #195, Section 2
 Hueng-Ho West Road
 Yun-Ho, Taipei
 Taiwan

	
	 Hui-Chu Ni
 Room 202, Building 4, No. 6
 Tianlin New Residence
 Shanghai, China

	
	 Fenglian Wu
 Room 202, Building 4, No. 6
 Tianlin New Residence
 Shanghai, China

	
	 Jen-Yeong Yu
 9F, 14, #88 Lane, Section 2
 Pao Fu Road
 Yung Ho, Taipei
 Taiwan










	
	Series A Holders
	
	 Instilink Co., Ltd.
 7F, #420
 Fusing N. Road
 Taipei, Taiwan

	
	Series B Holders
	
	 IP Fund One, L.P.
 The Offices of Maples and Calder
 Ugland House
 P.O. Box 309 George Town
 Grand Cayman
 Cayman Islands
 British West Indies

	
	 JAFCO Asia Technology Fund
 c/o JAFCO Investment (Asia Pacific) Limited
 6 Battery Road
 #42-01
 Singapore 049909

	
	 Mobiletron Electronics Co., Ltd.
 [To come]

	
	 Dynamic Capital Corp.
 Room 706, 7F, No. 205, sec. 1
 Tun Hwa S. Road
 Taipei, Taiwan

	
	 UOB Hermes Asia Technology Fund
 c/o UOB Venture Management
 Pte Ltd. Of 80 Raffles Place
 #30-20 UOB Plaza 2
 Singapore 048624

	
	 Intel Capital Corporation
 c/o 32F, Two Pacific Place
 88 Queensway
 Central, Hong Kong










	
	Series B Holders
	
	 C Squared Investment Inc.
 3F, no. 13, Sec. 2
 Chi Nan Road
 Taipei, Taiwan

	
	 Somjai Chuangcharoendee
 36/36M, Villa Royal
 Budtamonton, Sai 2, Bangpai
 Paseecharoen Bankok
 Thailand 10160

	
	 Chang Yong Chen
 No. 402
 Chin Nien First Road
 Kaohsiung, Taiwan

	
	 Yu-I (Wayne) Tseng
 8F, No. 50, Lane 10,
 Kee Hu Road
 Nei Hu, Taipei
 Taiwan

	
	 Chih Hui Tsai
 No. 18, Lane 126, Lungshan 1st
Street
 Da Ya Shiang, Taichung Hsien
 Taiwan 42846

	
	 Ane Vile Mu Venture Limited
 Room 1003-1005 Allied Kajima Building
 138 Gloucester Rd.
 Wan Chai, Hong Kong

	
	 Su Wan Chien
 No. 13, Lane 494
 Jung Shan North Road
 Daya Shiang
 Taichung Hsien
 Taiwan 42860

	
	 Lin Wei Tsai Chien
 39, Sec. 3, Chung Ching Road
 Ta Ya, Taichung Hsien
 Taiwan 428










	
	Series B Holders
	
	 Wen Chen Tsai
 39, Sec., 3 Chung Ching Road
 Ta Ya Taichung Hsien
 Taiwan 428

	
	 Chen Ku Wei
 No. 310 Fushing Road
 Nantou City
 Nantou Taiwan 54045

	
	 Chen Tu Wei
 No. 23, Alley 1, Lane 137, Wenhua Road
 Nantou City
 Nantou, Taiwan 54043

	
	 Yu Sheng Wang
 10F1-5, No. 559
 Yungchuendung 1st Road
 Nantuen Chiu, Taichung
 Taiwan 40877

	
	 Jo Hao Chiao
 No. 8, Lane 292, Shaluen Road
 Tianjung Jen
 Changhua, Taiwan 52042

	
	 Kuei Hsia Chang Chou
 No. 51, Lane 80, Yishu North Street
 Lungjing Shiang
 Taichung Tsien
 Taiwan 43443

	
	 Hao Jan Lu
 10F, No. 17-9, Jinjiung Street
 Taichung, Taiwan 40455

	
	 Chih Pen Chang
 No. 51, Lane 80, Yishu North Street
 Lungjing Shiang
 Taichung Hsien
 Taiwan 43443










	
	Series C Holders
	
	 New Enterprise Associates 11, Limited Partnership
 1119 St. Paul Street
 Baltimore, MD 21202

	
	 NEA Ventures 2004, Limited Partnership
 1119 St. Paul Street
 Baltimore, MD 21202

	
	 Granite Global Ventures (Q.P.) L.P.
 2494 Sand Hill Road, Suite 201
 Menlo Park, CA 94025

	
	 Granite Global Ventures L.P.
 2494 Sand Hill Road, Suite 201
 Menlo Park, CA 94025

	
	 Venrock Entrepreneurs Fund IV, L.P.
 2494 Sand Hill Road, Suite 200
 Menlo Park, CA 94025

	
	 Venrock Associates IV, L.P.
 2494 Sand Hill Road, Suite 200
 Menlo Park, CA 94025

	
	 Venrock Partners, L.P. 2494
 Sand Hill Road, Suite 200
 Menlo Park, CA 94025

	
	 Manitou Ventures I, L.P.
 460 Bush Street, 2nd Floor

 San Francisco, CA 94108










	
	Series C Holders
	
	 Pinnacle Equity Investment Inc.
 58 Belmont Road
 Singapore 269890

	
	 Matthew Ocko
 P.O. Box 6146
 Bellevue, WA 98008

	
	 John T. Olds
 250 Steiner Street
 San Francisco, CA 94133

	
	 UOB Hermes Asia Technology Fund
 c/o UOB Venture Management
 Pte Ltd. Of 80 Raffles Place
 #30-20 UOB Plaza 2
 Singapore 048624

	
	 Midas Technology Inc.
 7F, #92-2 Sung Kao Road
 Hsin Yi Dist., Taipei
 Taiwan

	
	 C Squared Investment Inc.
 3F, No. 13, Sec. 2
 Chi Nan Road
 Taipei, Taiwan

	
	 C Squared Venture Capital Inc.
 3F, No. 13, Sec. 2
 Chi Nan Road
 Taipei, Taiwan

	
	 C Squared Investment Corp.
 3F, No. 13, Sec. 2
 Chi Nan Road
 Taipei, Taiwan










	
	Series C Holders
	
	 Mintong International Ltd.
 7F, #92-2 Sung Kao Road
 Hsin Yi Dist., Taipei
 Taiwan

	
	 JAFCO Asia Technology Fund
 c/o JAFCO Investment (Asia Pacific) Ltd.
 6 Battery Road #42-01
 Singapore 049909

	
	 We Sure Inc.
 7F, #92-2 Sung Kao Road
 Hsin Yi Dist., Taipei
 Taiwan

	
	 IP Fund One, L.P.
 The Offices of Maples and Calder
 Ugland House
 P.O. Box 309 George Town
 Grand Cayman
 Cayman Islands
 British West Indies

	
	 Intel Capital Corporation
 c/o 32F, Two Pacific Place
 88 Queensway
 Central, Hong Kong

	
	 Dynamic Capital Corp.
 Room 706, 7F, No. 205, Sec. 1
 Tun Hwa S. Road
 Taipei, Taiwan

	
	 Mustek Systems Inc.
 No. 25, R&D Road II
 Science-Based Industrial Park
 Hsin Chu, Taiwan










	
	Series C Holders
	
	 Redpoint Ventures II, LP
 3000 Sand Hill Road
 Bldg. 2, Suite 290
 Menlo Park, CA 94025

	
	 Redpoint Associates II, LLC
 3000 Sand Hill Road
 Bldg. 2, Suite 290
 Menlo Park, CA 94025

	
	 Chien-Cheng Chang
 375 Pepper Avenue
 Hillsborough, CA 94010

	
	 Chiu-Hua Cheng
 3F, #4, Alley 21, Lane 650 Sung Shan Road
 Taipei, Taiwan

	
	 Liang Dong Chu
 21861 Granada Ave.
 Cupertino, CA 95014

	
	 Che-Fu Chen
 3F, #65, Lane 8, Jung-Tsung Road
 Tsao-Ying Dist.,
 Kaohsiung, Taiwan

	
	 Wen-Tsung Cheng
 No. 25, R&D Road II
 Science-Based Industrial Park
 Hsin Chu, Taiwan

	
	 Tsu-Chieh Cheng
 7F, No.226, Section 7, Chung-Shan North Road
 Taipei, Taiwan

	
	 Ariene Chou
 685 Montana Vista
 Fremont, CA 94539










	
	Series C Holders
	
	 Max KC Fang
 7F, #11, Lane 188,
 Chun Kin Road,
 Taipei Taiwan

	
	 Yvonne Huang
 235 Millcreek Lane
 Naperville, IL 60540

	
	 Yi Ling Lin
 12F, 13, Jen-Al Road
 Sec. 2 Taipei
 Taiwan

	
	 Norman T. H. Liu
 2823 Rio Ciaro Dr.
 Hacienda Heights, CA 91745

	
	 Chih Heng Pan
 7F, #92-2 Sung Kao Road
 Hsin Yi Dist., Taipei
 Taiwan

	
	 Raymond B. Sia
 P.O. Box 6146
 Bellevue, WA 98008

	
	 Ping-Chun Su
 7F, #92-2 Sung Kao Road
 Hsin Yi Dist., Taipei
 Taiwan

	
	 Ronald D. Verdoorn
 18850 Bellavina
 Saratoga, CA 95070

	
	 Yu-Ching Wang
 4F-1 No. 282, Lecyun II Rd
 Jhongshan District
 Taipei City 104, Taiwan










	
	Series C Holders
	
	 Redpine Finance Holdings, Inc.
 2400 Geng Rd., Suite 200
 Mail Sort NC 712
 Palo Alto, CA 94303