TECHWELL, INC. FOURTH AMENDED AND RESTATED CO-SALE AGREEMENTCo-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
TECHWELL, INC. AMENDMENT NO. 1 TO THE FOURTH AMENDED AND RESTATED RIGHTS AGREEMENTRights 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").
SECOND AMENDED AND RESTATED VOTING AGREEMENTVoting 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
