Techpoint, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 31st, 2017 • Techpoint, Inc. • Semiconductors & related devices • Delaware

This Indemnification Agreement (the “Agreement”), is dated as of , 20 , between Techpoint, Inc., a Delaware corporation (the “Corporation”), and (“Indemnitee”).

AGREEMENT AND PLAN OF MERGER by and among ASMEDIA TECHNOLOGY INC., APEX MERGER SUB INC. and TECHPOINT, INC. Dated as of January 15, 2025
Merger Agreement • January 15th, 2025 • Techpoint, Inc. • Semiconductors & related devices • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of January 15, 2025 (this “Agreement”), is made by and among ASMedia Technology Inc., a Taiwanese corporation (“Parent”), Apex Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Techpoint, Inc., a Delaware corporation (the “Company”). All capitalized terms used in this Agreement shall have the meanings assigned to such terms in Section 8.3 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.

FOURTH AMENDMENT TO LEASE
Lease • March 15th, 2024 • Techpoint, Inc. • Semiconductors & related devices
SEPARATION AGREEMENT AND RELEASE RECITALS
Separation Agreement • September 27th, 2018 • Techpoint, Inc. • Semiconductors & related devices • California

This Separation Agreement and Release (the “Agreement”) is made by and between Yukiko Tegarden, an individual ("Executive") and Techpoint, Inc., a Delaware Corporation (the "Company") (individually each a “Party” and collectively the “Parties”). Executive must sign and return this Agreement within twenty-one (21) days of her receipt of this Agreement to be eligible for the severance benefits described below.

Mitsubishi UFJ Trust and Banking Corporation 4-5, Marunouchi 1-chome Chiyoda- ku, Tokyo, Japan The Master Trust Bank of Japan, Ltd. 11-3, Hamamatsucho 2-chome Minato-ku, Tokyo, Japan Each as trustees under the Trust Agreement referred to below (the...
Underwriting Agreement • September 19th, 2017 • Techpoint, Inc. • Semiconductors & related devices

We have been acting as legal advisers as to the laws of Japan to Techpoint, Inc. (the “Company”) in connection with the offer and sale (the “Offering”) of an aggregate of 1,748,000 Japanese depositary shares (Yuukashouken Shintaku Jueki Shouken, the “JDSs”) pursuant to the underwriting agreement (the “Underwriting Agreement”) dated September 19, 2017 between the Company and Mizuho Securities Co., Ltd. (“Mizuho”).

August 26, 2022 Mr. Arthur Nguyen Dear Mr. Nguyen: Techpoint, Inc. (the “Company”) is pleased to offer you employment on the following terms: Position. Your title will be CFO and initially you will report to Hiro Kozato, CEO. This is a full-time...
Employment Agreement • August 30th, 2022 • Techpoint, Inc. • Semiconductors & related devices

This is a permanent position and shall be subject to a probationary period of one (1) year commencing on the commencement date of employment and subject to adjustment by the Company. If, during the initial one year probationary period, the Company determines in its sole discretion that the employee is unfit for the position due to insufficient skills or inadequate work performance, character, attitude, or for any other business reason, the Company may terminate this Agreement without any advance notice and with no compensation whatsoever in lieu thereof.

THIRD AMENDMENT TO LEASE
Lease • November 10th, 2021 • Techpoint, Inc. • Semiconductors & related devices
Form of the Agreement][Translation of Japanese original text and For reference purposes only] New Share Purchase Agreement relating to Green Shoe Option for Techpoint, Inc. Beneficiary Certificates of Securities in Trust
New Share Purchase Agreement • August 31st, 2017 • Techpoint, Inc. • Semiconductors & related devices

This agreement (the “Agreement”) is made and entered into by and between Techpoint, Inc. (the “Issuer”) and Mizuho Securities Co., Ltd (“Mizuho Securities” or the “Manager”) with respect to Green Shoe Option (as defined under (1) of Article 1 hereof) to be granted to the Underwriter by the Issuer.

Techpoint
Employment Agreement • October 3rd, 2023 • Techpoint, Inc. • Semiconductors & related devices

This is a permanent position and shall be subject to a probationary period of one (1) year commencing on the commencement date of employment and subject to adjustment by the Company. If, during the initial one year probationary period, the Company determines in its sole discretion that the employee is unfit for the position due to insufficient skills or inadequate work performance, character, attitude, or for any other business reason, the Company may terminate this Agreement without any advance notice and with no compensation whatsoever in lieu thereof.

Techpoint, Inc. Listed Foreign Stock Trust Beneficiary Interest Beneficiary Certificate Issuance Trust Agreement and Agreement regarding Issuer
Beneficiary Certificate Issuance Trust Agreement • August 31st, 2017 • Techpoint, Inc. • Semiconductors & related devices

This Beneficiary Certificate Issuance Trust Agreement (this Beneficiary Certificate Issuance Trust Agreement and Agreement regarding Issuer are hereinafter collectively referred to as the “Agreement”) is entered into as of 31 August, 2017 by and among Mizuho Securities Co., Ltd. (the “Initial Settlor”), Mitsubishi UFJ Trust and Banking Corporation (“MUTB”) and The Master Trust Bank of Japan, Ltd. (“MTBJ”, and together with MUTB, the “Trustees”) subject to the provisions set forth below, and Techpoint, Inc. (the “Issuer”) hereby consents to the provisions set forth below.

Techpoint
Employment Agreement • December 14th, 2023 • Techpoint, Inc. • Semiconductors & related devices

This is a permanent position and shall be subject to a probationary period of one (1) year commencing on the commencement date of employment and subject to adjustment by the Company. If, during the initial one year probationary period, the Company determines in its sole discretion that the employee is unfit for the position due to insufficient skills or inadequate work performance, character, attitude, or for any other business reason, the Company may terminate this Agreement without any advance notice and with no compensation whatsoever in lieu thereof.

Form of the Agreement][Translation of Japanese original text and For reference purposes only] Techpoint, Inc. New Share Underwriting Agreement
New Share Underwriting Agreement • August 31st, 2017 • Techpoint, Inc. • Semiconductors & related devices

Techpoint, Inc. (the “Issuer”), in connection with the listing of beneficiary certificates of a beneficiary-certificate-issuing trust whose trust assets are the shares of common stock of the Issuer on the Tokyo Stock Exchange, Inc (the “TSE”), with respect to 1,520,000 shares of common stock (the “Shares”) newly issued pursuant to the resolutions of the board of directors’ meetings held on August 30, 2017 (Pacific Standard Time) and September 8, 2017 (Pacific Standard Time), enters into this New Share Underwriting Agreement (this “Agreement”) with Mizuho Securities Co., Ltd. (the “Manager”) with respect to the underwriting and offering of the Shares and the beneficiary certificates of a beneficiary-certificate-issuing trust whose trust assets are the Shares (the “Beneficiary Certificates”; such offering, the “Offering”). Unless otherwise indicated, the times and dates referred to in this Agreement are in Japan time.

Contract
Lease • March 13th, 2020 • Techpoint, Inc. • Semiconductors & related devices
TECHPOINT, INC. SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Dated as of April 30, 2014
Investors’ Rights Agreement • August 31st, 2017 • Techpoint, Inc. • Semiconductors & related devices • California

THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of April 30, 2014 by and among Techpoint, Inc., a California corporation (the “Company”), Fumihiro Kozato (the “Founder”) and the investors listed on Schedule A hereto (each an “Investor” and collectively the “Investors”).

TECHPOINT, INC. 2017 STOCK INCENTIVE PLAN (Adopted by the Board of Directors on August 10, 2017)
2017 Stock Incentive Plan • August 31st, 2017 • Techpoint, Inc. • Semiconductors & related devices • Delaware