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

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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.

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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/ ▇▇▇▇ ▇▇▇▇
				▇▇▇▇ ▇▇▇▇ Chief Financial Officer
		Address:		▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇

[Stockholders'/Holders' signatures to follow.]

AGREED AND APPROVED:
STOCKHOLDERS/HOLDERS:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
(Printed Name of Investor)
By:		/s/ ▇. ▇▇▇▇▇
Title: