Techwell Inc Sample Contracts

TECHWELL, INC.
Rights Agreement • August 5th, 2009 • Techwell Inc • Semiconductors & related devices • Delaware

THIS RIGHTS AGREEMENT (this “Agreement”) is dated as of August 4, 2009, between TECHWELL, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally charted trust company, as Rights Agent (the “Rights Agent”).

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INDEMNIFICATION AGREEMENT
Indemnification Agreement • January 11th, 2006 • Techwell Inc • Delaware

This Indemnification Agreement (the "Agreement"), is dated as of , 200 between Techwell, Inc., a Delaware corporation (the "Corporation"), and ("Indemnitee").

Insert number of shares] Techwell, Inc. Common Stock FORM OF UNDERWRITING AGREEMENT
Letter Agreement • February 17th, 2006 • Techwell Inc • Semiconductors & related devices • New York

LEHMAN BROTHERS INC. SG COWEN & CO., LLC NEEDHAM & COMPANY, LLC PIPER JAFFREY & CO. PACIFIC GROWTH EQUITIES, LLC As Representatives of the several Underwriters named in Schedule 1 attached hereto, c/o Lehman Brothers Inc. 745 Seventh Avenue New York, New York 10019

SUBLEASE AGREEMENT
Sublease Agreement • January 11th, 2006 • Techwell Inc

All Conference room and Office furniture to be further defined by inclusion of Furniture Inventory prior to Sublease Commencement

TECHWELL, INC. AMENDMENT NO. 2 TO THE FOURTH AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • June 21st, 2006 • Techwell Inc • Semiconductors & related devices

THIS AMENDMENT NO. 2 TO THE FOURTH AMENDED AND RESTATED RIGHTS AGREEMENT (this "Amendment") is made and entered into as of the 21st day of June, 2006 by and among TECHWELL, INC., a Delaware 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 "Fourth Rights Agreement").

TECHWELL, INC. FOURTH AMENDED AND RESTATED CO-SALE AGREEMENT
Co-Sale Agreement • April 10th, 2006 • Techwell Inc • Semiconductors & related devices • California

THIS FOURTH AMENDED AND RESTATED CO-SALE AGREEMENT (the "Agreement") is made and entered into as of March 11, 2005 by and among Techwell, Inc., a California corporation (the "Company"), the shareholders of the Company identified in Schedule A (each a "Shareholder" and collectively referred to herein as the "Shareholders"), and those investors identified in Schedule B that (i) hold not less than 250,000 shares (as adjusted for stock splits, stock dividends, combinations, recapitalizations and the like) of the Company's Series B Preferred Stock (the "Major B Investors"), (ii) hold not less than 150,000 shares (as adjusted for stock splits, stock dividends, combinations, recapitalizations and the like) of the Company's Series C Preferred Stock (the "Major C Investors"), (iii) hold not less than 150,000 shares (as adjusted for stock splits, stock dividends, combinations, recapitalizations and the like) of the Company's Series D Preferred Stock (the "Major D Investors"), (iv) hold not less

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • March 24th, 2010 • Techwell Inc • Semiconductors & related devices • Delaware

THIS AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of March 22, 2010, by and between TECHWELL, INC., a Delaware corporation (the “Company”), and COMPUTERSHARE TRUST COMPANY, N.A., a federally chartered trust company, in its capacity as Rights Agent (the “Rights Agent”), is made with reference to the following facts:

TECHWELL, INC. AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • April 10th, 2006 • Techwell Inc • Semiconductors & related devices

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").

TERMINATION AGREEMENT
Termination Agreement • April 28th, 2010 • Techwell Inc • Semiconductors & related devices

This TERMINATION AGREEMENT (“Agreement”) is made and entered into this day of April, 2010, between [·] (“Executive”) and Techwell, Inc. (“Techwell”).

TECHWELL, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • March 12th, 2008 • Techwell Inc • Semiconductors & related devices • California

This Change of Control Severance Agreement (this “Agreement”) is made and entered into effective as of [DATE] (the “Effective Date”), by and between [NAME OF INDIVIDUAL] (the “Executive”) and Techwell, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

TECHWELL, INC. FOURTH AMENDED AND RESTATED RIGHTS AGREEMENT
Rights Agreement • January 11th, 2006 • Techwell Inc • California
SECOND AMENDED AND RESTATED VOTING AGREEMENT
Voting Agreement • April 10th, 2006 • Techwell Inc • Semiconductors & related devices • California

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 C

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