EX-10.1 2 amba-ex10_1.htm EX-10.1

Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE EXCLUDED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH AN ASTERISK [*].

Amendment No. 7 to

Sales Representative Agreement

This Amendment No. 7 to Sales Representative Agreement (“Amendment”) is entered into by and between Ambarella International LP, an Ontario, Canada limited partnership having a place of business at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (“COMPANY”), and WT Microelectronics Co., Ltd., with a place of business at 14F, No. 738, Chung Cheng Road, Chung Ho City, Taipei Hsien, Taiwan, R.O.C. (“Representative”).

WHEREAS, Ambarella, Inc. (an affiliate of Ambarella International LP) and Representative entered into a Sales Representative Agreement, effective January 31, 2011, as amended by Amendment No. 1 to Sales Representative Agreement, effective February 1, 2012, Amendment No. 2 to Sales Representative Agreement, effective October 1, 2012, Amendment No. 3 to Sales Representative Agreement, effective February 1, 2013, Amendment to Extend Term of Sales Representative Agreement, effective August 1, 2015, Amendment to Sales Representative Agreement, effective June 1, 2019, and Amendment No. 6 to Sales Representative Agreement, effective May 1, 2021 (collectively, the “Agreement”),

WHEREAS, Ambarella, Inc. assigned the Agreement to Ambarella International LP, effective December 7, 2020, and the parties now wish to amend the Agreement;

NOW, THEREFORE, in consideration of the terms and conditions set forth in this Amendment, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree that the Agreement is hereby amended as follows:

1.
Unless otherwise defined herein, all capitalized terms set forth herein shall have the same meanings attributed to such terms in the Agreement.
2.
This Amendment shall become effective on March 6, 2023 (“Amendment Effective Date”) and expire or terminate upon the expiration or termination of the Agreement. The provisions of this Amendment shall survive expiration or termination to the extent set forth in the Agreement.
3.
Extension of Term. With effect from March 6, 2023, and subject to the provisions of Section 14 of the Agreement, the term of the Agreement shall be extended to and including January 31, 2026 (the “Term”). If the parties continue to perform under the Agreement after the expiration of the foregoing Term, the Agreement will then automatically renew for successive fixed terms of twelve (12) months each unless terminated by written notice at least sixty (60) days prior to each consecutive anniversary date hereof.
4.
The following are appended to Section 8 (Orders) of the Agreement as new Section 8(c) and Section 8(d):

Exhibit 10.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED, AND THE EXCLUDED TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH AN ASTERISK [*].

(c) Unless otherwise approved in writing by COMPANY, orders are subject to the following terms and conditions: orders are non-cancellable and non-reschedulable except that Representative may reschedule an order at least [*], provided that the new delivery date is [*] and the order may not be rescheduled more than [*].

(d) When selling Products to Customers, Representative will include the following terms and conditions in its sales quote to the Customer or its sales agreement with Customer: the Customer’s purchase order is non-cancellable and non-reschedulable except that the Customer may reschedule a purchase order at least [*], provided that the new delivery date is [*] and the purchase order may not be rescheduled more than [*].

5.
Except as otherwise provided in this Amendment, all terms and conditions of the Agreement shall remain in full force and effect. To the extent this Amendment conflicts with the Agreement, the terms and conditions of this Amendment shall control.

In Witness Whereof, the parties have caused their duly authorized representatives to execute this Amendment No. 7 to Sales Representative Agreement as of the Amendment Effective Date.

Ambarella International LP (represented by Ambarella, Inc., acting in its capacity as General Partner of Ambarella International LP) | WT Microelectronics Co., Ltd.
By: /s/ Yun-Lung Chen | By: /s/ Eric Cheng
Name: Yun-Lung Chen | Name: Eric Cheng
Title: VP | Title: Chairman and CEO
Date: March 15, 2023 | Date: March 6, 2023