FRAMEWORK AGREEMENT

GNLG

DATED 16 JANUARY 201V

THIS DEED is dated \ e

2017

BETWEEN:

IAN J E SMITH of 27 Selsey Avenue, sale, Cheshire M33 4RN, JAMES BROOKS of 41 Springside Road, Waimersley, Bury BL9 5JB and HR TRUSTEES LIMITED (No. 745598) whose registered office is at Phoenix House, Station Hill, Reading RGI INB as trustees of the Diodes Zetex Pension Scheme (the Trustees);

DIODES INCORPORATED of 4949 Hedgcoxe Roads Suite 200, Plano, Texas 75024 USA

DIODES ZETEX LIMITED of Zetex Technology Park, Chadderton, Oldham, OL9 9LL

DIODES ZETEX SEMICONDUCTORS LIMITED of Zetex Technology Park, Chadderton, Oldham, OL9 9LL (Registered No 02387949) (Diodes Zetex Semiconductors Limited).

The Trustees are the trustees of the Scheme,

On 26 March 2012 the Parties entered into a framework agreement setting out a minimum net asset holding in aggregate for Diodes Zetex Limited and Diodes Zetex Semiconductors Limited, which was subsequently updated to provide for a new minimum amount of net assets to be held by the Companies of £48,000,000.00. This updated framework agreement was dated 31 March 2014, which was subsequently replaced by a framework agreement dated 10 March 2015 (the "Current Framework Agreement").

Diodes Zetex Semiconductors Limited, Diodes Zetex Limited and Diodes Incorporated wish to put in place a new framework agreement, as set out by this Deed.

DEFINITIONS

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MINIMUM LEVEL OF NET ASSETS

the final payment has been made under the Current Schedule of Contributions; or

the date on which a new schedule of contributions has been prepared and agreed in accordance with Part 3 of the Pensions Act 2004 relating to the New Actuarial Valuation.

ASSESSMENT OF THE NET ASSETS

The Net Assets of the Companies shall be the figure shown as the net assets on the Date of the Assessment in the internal management accounts of each Company described in sub-clauses 3.2 (a) to (c).

Diodes Incorporated shall procure that each Company delivers to the Trustees:

within 14 Business Days of the Date of the Assessment, each Company's latest internal monthly management accounts;

as soon as reasonably practicable after their preparation, the latest quarterly management accounts for each Company, which shall have been reviewed (but not fully audited) by each Company's auditor; and

as soon as reasonably practicable after their preparation, the latest annual management accounts which shall have been audited by each Company's auditor.

The internal management accounts described in sub-clauses 3.2 (a) to (c) shall be sent and deemed delivered via e-mail to the Trustees.

Diodes Incorporated shall procure that the Companies inform the Trustees of their respective part of the total amount of Net Assets within 14 Business Days of the Date of the Assessment or in the case of the quarterly and annual accounts delivered under sub-clauses 3.2(b) and (c) at the same time as the accounts are delivered.

Diodes Incorporated shall procure that the internal management accounts of each Company described in sub-clauses 3.2 (a) to (c) are prepared in accordance with standard accounting practices.

GRACE PERIOD AND UNDERTAKING TO PAY

If an assessment of the Net Assets under clause 3 shows that the Net Assets are less than the Minimum Level of Assets, Diodes Incorporated shall have the following grace period in which to ensure that the Net Assets are brought above the Minimum Level of Assets:

in the case of the internal monthly management accounts described in sub-clause 3.2(a), 45 days (or such longer time as the Trustees may without obligation, agree) from the Date of the Assessment; and

in the case of the quarterly and annual accounts delivered under sub-clauses 3.2(b) and (c), 45 days from the date the accounts are delivered (or such longer time as the Trustees may without obligation, agree).

After the expiry of the 45 days set out in clause 4.1, if the Net Assets are below the Minimum Level of Assets, Diodes Zetex Limited shall within 10 days of demand by the Trustees pay (without any deduction whatsoever) to the Trustees an amount equal to not less than half of all amounts payable towards the Scheme but not yet paid under the Current Schedule of Contributions.

LIMITATION OF LIABILITY

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MISCELLANEOUS

This Deed and the documents referred to in it contain the whole agreement between the Parties relating to the transactions contemplated by this Deed and supersede all previous Deeds between the Parties relating to these transactions,

This Deed may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same Deed, and any Party (including any duly authorised representative of a Party) may enter into this Deed by executing a counterpart.

A person who is not a Party to this agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.

This Deed is governed by English law.

The English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute relating to any non-contractual obligations arising out of or in connection with this agreement) and the parties submit to the exclusive jurisdiction of the English courts.

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EXECUTED as a deed by

)

DIODES ZETEX SEMICONDUCTORS LIMITED acting by

)

Director

)

Witness signature

Witness name

Witness address

EXECUTED as a deed by DIODES ZETEX LIMITED acting by

Director

Witness signature

Witness name

Witness address

EXECUTED as a deed by DIODES INCORPORATED acting by

)

)

Director

)

Witness signature

Witness name

Witness address

0088639-0000007 co:21160094v1

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as trustee of the Diodes Zetex Pension Scheme acting by

Witness signature

Witness name

Witness address

JAMES BROOKS as trustee of the Diodes Zetex Pension Scheme acting by

Witness signature

Witness name

Witness address

HR TRUSTEES LIMITED as trustee of the Diodes Zetex Pension Scheme

Director:

Witness signature

Witness name

Witness address

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GNLG

DATED : 6 JANUARY 2017

IAN J E SMITH of 27 Selsey Avenue, sale, Cheshire M33 4RN, JAMES BROOKS of 41 Springside Road, Waimersley, Bun, BL9 5JB and HR TRUSTEES LIMITED (No, 745598) whose registered office is at Phoenix House, Station Hill, Reading RGI INB as trustees of the Diodes Zetex Pension Scheme (the Trustees);

DIODES INCORPORATED of 4949 Hedgcoxe Road, suite 200, Plano, Texas 75024 USA

DIODES ZETEX LIMITED of Zetex Technology Park, Chadderton, Oldham, OL9 9LL

DIODES ZETEX SEMICONDUCTORS LIMITED of Zetex Technology Park, Chadderton, Oldham, OL9 9LL (Registered No 02387949) (Diodes Zetex Semiconductors Limited).

The Trustees are the trustees of the Scheme.

On 26 March 2012 the Parties entered into a framework agreement setting out a minimum net asset holding in aggregate for Diodes Zetex Limited and Diodes Zetex Semiconductors Limited, which was subsequently updated to provide for a new minimum amount of net assets to be held by the Companies of £48,000,000.00 This updated framework agreement was dated 3 1 March 2014, which was subsequently replaced by a framework agreement dated 10 March 2015 (the ^l'Current Framework Agreement").

Diodes Zetex Semiconductors Limited, Diodes Zetex Limited and Diodes Incorporated wish to put in place a new framework agreement, as set out by this Deed.

0088639-0000007

2

MINIMUM LEVEL OF NET ASS CTS

the final payment has been made under the Current Schedule of Contributions; or

the date on which a new schedule of contributions has been prepared and agreed in accordance with Part 3 of the Pensions Act 2004 relating to the New Actuarial Valuation.

ASSESSMENT OF THE NET ASSETS

The Net Assets of the Companies shall be the figure shown as the net assets on the Date of the Assessrnent in the internal management accounts of each Company described in sub-clauses 3.2 (a) to (c).

Diodes Incorporated shall procure that each Company delivers to the Trustees:

within 14 Business Days of the Date of the Assessment, each Company's latest internal monthly management accounts;

as soon as reasonably practicable after their preparation, the latest quarterly management accounts for each Company, which shall have been reviewed (but not fully audited) by each Company's auditor; and

as soon as reasonably practicable after their preparation, the latest annual management accounts which shall have been audited by each Company's auditor.

The internal management accounts described in sub-clauses 3.2 (a) to (c) shall be sent and deemed delivered via e-mail to the Trustees.

Diodes Incorporated shall procure that the Companies inform the Trustees of their respective part of the total amount of Net Assets within 14 Business Days of the Date of the Assessment or in the case of the quarterly and annual accounts delivered under sub-clauses 3.2(b) and (c) at the same time as the accounts are delivered.

Diodes Incorporated shall procure that the internal management accounts of each Company described in sub-clauses 3.2 (a) to (c) are prepared in accordance with standard accounting practices.

GRACE PERIOD AND UNDERTAKING TO PAY

If an assessment of the Net Assets under clause 3 shows that the Net Assets are less than the Minimum Level of Assets, Diodes Incorporated shall have the following grace period in which to ensure that the Net Assets are brought above the Minimum Level of Assets:

in the case of the internal monthly management accounts described in sub-clause 3.2(a), 45 days (or such longer time as the Trustees may without obligation, agree) from the Date Of the Assessment; and

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in the case of the quarterly and annual accounts delivered under sub-clauses 32(b) and (c), 45 days from the date the accounts are delivered (or such longer time as the Trustees may without obligation, agree).

After the expiry of the 45 days set out in clause 4, I , if the Net Assets are below the Minimum Level of Assets, Diodes Zetex Limited shall within 10 days of demand by the Trustees pay (without any deduction whatsoever) to the Trustees an amount equal to not less than half of all amounts payable towards the Scheme but not yet paid under the Current Schedule of Contributions,

LIMITATION OF LIABILITY

MISCELLANEOUS

This Deed and the documents referred to in it contain the whole agreement between the Parties relating to the transactions contemplated by this Deed and supersede all previous Deeds between the Parties relating to these transactions.

This Deed may be executed in any number of counterparts, all of which, taken together, shall constitute one and the same Deed, and any Party (including any duly authorised representative of a Party) may enter into this Deed by executing a counterpart,

A person who is not a Party to this agreement may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999,

This Deed is governed by English law.

The English courts have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute relating to any non-contractual obligations arising out of or in connection with this agreement) and the parties submit to the exclusive jurisdiction of the English courts.

0088639-0000007 co:21160094v1

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EXECUTED as a deed by

DIODES ZETEX SEMICONDUCTORS LIMITED acting by

Director

Witness signature

Witness name

Witness address

EXECUTED as a deed by DIODES ZETEX LIMITED acting by

Director

Witness signature

Witness name

Witness address

EXECUTED as a deed by DIODES INCORPORATED acting by

Director

Witness signature

Witness name

Witness address

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IAN J E SMITH

C02' '60094.1

as trustee of the Diodes Zetex Pension Scheme acting by

Witness signature

Witness name

Witness address

JAMES BROOKS as trustee of the Diodes Zetex acting by

Witness signature

Witness name

Witness address

PIR TRUSTEES LIMITED as trustee of the Diodes Zetex Pension Scheme

Director:

Witness signature

Witness name

Witness address

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