Shares AMBARELLA, INC. ORDINARY SHARES (PAR VALUE $0.00045 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • October 5th, 2012 • Ambarella Inc • Semiconductors & related devices • New York
AMBARELLA, INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • September 13th, 2012 • Ambarella Inc • Semiconductors & related devices • Delaware
THIS AGREEMENT is entered into, effective as of , 20 by and between Ambarella, Inc., Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and (“Indemnitee”).
AMBARELLA, INC. RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • September 13th, 2012 • Ambarella Inc • Semiconductors & related devices • California
Unless otherwise defined herein, the terms defined in the Ambarella, Inc. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A.
AMBARELLA, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • September 13th, 2012 • Ambarella Inc • Semiconductors & related devices • California
Unless otherwise defined herein, the terms defined in the Ambarella, Inc. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Agreement (the “Agreement”), including the Notice of Restricted Stock Grant (the “Notice of Grant”) and Terms and Conditions of Restricted Stock Grant, attached hereto as Exhibit A.
SALES REPRESENTATIVE AGREEMENTSales Representative Agreement • September 26th, 2012 • Ambarella Inc • Semiconductors & related devices • California
This SALES REPRESENTATIVE AGREEMENT (this “Agreement”) is effective as of January 31, 2011 (the “Effective Date”) and is by and between Ambarella Inc., a Cayman Islands corporation, having its principal place of business at P.O. Box 309 GT, Ugland House, So. Church St, George Town, Grand Caymans, Cayman Islands (“COMPANY”), and WT MICROELECTRONICS CO., LTD., a Taiwanese corporation, having its principal place of business at 14F, No. 738, Chung Cheng Road, Chung Ho City, Taipei Hsien, Taiwan, R.O.C. and its subsidiaries and affiliates (collectively referred to as “Representative”). COMPANY and Representative are each a “party” hereunder and, collectively, are the “parties” hereunder.
AMBARELLA, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • June 10th, 2011 • Ambarella Inc • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between [NAME] (“Executive”) and Ambarella, Inc. (the “Company”), effective as of [DATE], 2009 (the “Effective Date”).
AMBARELLA, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENTChange of Control and Severance Agreement • June 8th, 2022 • Ambarella Inc • Semiconductors & related devices • California
This Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between Brian White (“Executive”) and Ambarella, Inc. (the “Company”), effective as of March 28, 2022 (the “Effective Date”).
AMBARELLA, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT January 5, 2012Investors’ Rights Agreement • August 22nd, 2012 • Ambarella Inc • Semiconductors & related devices • California
This Third Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of January 5, 2012, by and among Ambarella, Inc., a Cayman Islands company (the “Company”), and the persons and entities (each, an “Investor” and collectively, the “Investors”) listed on Exhibit A hereto. Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
This Lease, dated the 29th of September, 2006, for reference purposes only, is by and between PARTIES Renault & Handley Employees Investment Co. (“Lessor”) and Ambarella Corporation, a Delaware corporation (“Lessee”) hereinafter referred to...Lease Agreement • June 10th, 2011 • Ambarella Inc
AMBARELLA, INC. RESTRICTED STOCK UNIT AGREEMENT NOTICE OF RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Agreement • November 19th, 2021 • Ambarella Inc • Semiconductors & related devices • California
Unless otherwise defined herein, the terms defined in the Ambarella, Inc. 2021 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement which includes the Notice of Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, the Country Addendum to the Restricted Stock Unit Agreement attached hereto as Exhibit B, and all other exhibits, appendices, and addenda attached hereto (the “Award Agreement”). Participant has been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of the Plan and this Award Agreement, as follows:
AGREEMENT AND PLAN OF MERGER BY AND AMONG AMBARELLA, INC., OHIO MERGER SUB, INC., OCULII CORP. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE SECURITYHOLDER REPRESENTATIVE OCTOBER 26, 2021Merger Agreement • October 26th, 2021 • Ambarella Inc • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of October 26, 2021 (the “Agreement Date”) by and among Ambarella, Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (“Parent”), Ohio Merger Sub, Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), Oculii Corp., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in such Person’s capacity as representative of the Indemnifying Parties for certain purposes described in this Agreement (the “Securityholder Representative”). Unless the context otherwise requires, references herein to the “parties” means Parent, Merger Sub, the Company and the Securityholder Representative. Certain capitalized terms used herein have the meanings set forth in Annex A to this Agreement.
AMBARELLA, INC. STOCK OPTION AGREEMENT NOTICE OF STOCK OPTION GRANTStock Option Agreement • November 19th, 2021 • Ambarella Inc • Semiconductors & related devices • California
Unless otherwise defined herein, the terms defined in the Ambarella, Inc. 2021 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the Notice of Stock Option Grant (the “Notice of Grant”), the Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A, the Country Addendum to the Stock Option Agreement attached hereto as Exhibit B, the Exercise Notice, attached hereto as Exhibit C, and all other exhibits, appendices, and addenda attached hereto (together, the “Option Agreement”).
Amendment No. 6 to Sales Representative AgreementSales Representative Agreement • September 8th, 2021 • Ambarella Inc • Semiconductors & related devices
This Amendment No. 6 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”).
STANDARD LEASEStandard Lease • December 6th, 2019 • Ambarella Inc • Semiconductors & related devices
SEPARATION AGREEMENT AND RELEASESeparation Agreement • December 8th, 2023 • Ambarella Inc • Semiconductors & related devices • California
This Separation Agreement and Release (“Agreement”) is made by and between Brian White (“Employee”) and Ambarella Corporation (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
Amendment No. 2 to Sales Representative AgreementSales Representative Agreement • October 5th, 2012 • Ambarella Inc • Semiconductors & related devices • California
This Amendment No. 2 to the Sales Rep Agreement (the “Amendment”) is made and entered into as of October 1, 2012 (the “Effective Date”) by and between Ambarella, Inc., a Cayman Island corporation having its registered offices located at PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (“Company”), and WT Microelectronics Co., Ltd., a Taiwanese corporation, having its principal place of business at 14F, No. 738, Chung Cheng Road, Chung Ho City, Taipei Hsien, Taiwan, R.O.C., and its subsidiaries and affiliates (collectively referred to as “Representative”).
Amendment No. 7 to Sales Representative AgreementSales Representative Agreement • June 6th, 2023 • Ambarella Inc • Semiconductors & related devices
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”).
QUOTA PURCHASE Agreement BY AND AMONG AMBARELLA, INC. AND THE SELLERS DATED AS OF JUNE 25, 2015Quota Purchase Agreement • September 8th, 2015 • Ambarella Inc • Semiconductors & related devices • Delaware
This QUOTA PURCHASE Agreement (the “Agreement”) dated as of June 25, 2015 (the “Agreement Date”) is by and among Ambarella, Inc. (“Buyer”) an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered office at PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands, represented by George Laplante in his capacity as a duly authorized officer of Buyer, and the persons and entities listed on Exhibit A (collectively, the “Sellers”). All capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in Annex A.
Amendment No. 1 to Sales Representative AgreementSales Representative Agreement • September 26th, 2012 • Ambarella Inc • Semiconductors & related devices • California
This Amendment No. 1 to the Sales Rep Agreement (the “Amendment”) is made and entered into as of February 1, 2012 (the “Effective Date”) by and between Ambarella, Inc., a Cayman Island corporation having its registered offices located at PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (“Company”), and WT Microelectronics Co., Ltd., a Taiwanese corporation, having its principal place of business at 14F, No. 738, Chung Cheng Road, Chung Ho City, Taipei Hsien, Taiwan, R.O.C., and its subsidiaries and affiliates (collectively referred to as “Representative”).
AMBARELLA, INC. PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTPerformance-Based Restricted Stock Unit Agreement • March 30th, 2017 • Ambarella Inc • Semiconductors & related devices • California
Unless otherwise defined herein, the terms defined in the Ambarella, Inc. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Performance‑based Restricted Stock Unit Agreement (the “Award Agreement”), which includes the Notice of Performance‑based Restricted Stock Unit Grant (the “Notice of Grant”), the Terms and Conditions of Restricted Stock Unit Grant, attached hereto as Exhibit A, and the Performance and Vesting Terms of Restricted Stock Unit Grant (the “Performance Terms”), attached hereto as Exhibit B.
Amendment No. 1 to Sales Representative AgreementSales Representative Agreement • August 22nd, 2012 • Ambarella Inc • Semiconductors & related devices • California
This Amendment No. 1 to the Sales Rep Agreement (the “Amendment”) is made and entered into as of February 1, 2012 (the “Effective Date”) by and between Ambarella, Inc., a Cayman Island corporation having its registered offices located at PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (“Company”), and WT Microelectronics Co., Ltd., a Taiwanese corporation, having its principal place of business at 14F, No. 738, Chung Cheng Road, Chung Ho City, Taipei Hsien, Taiwan, R.O.C., and its subsidiaries and affiliates (collectively referred to as “Representative”).
Amendment to Sales Representative Agreement (June 1, 2019)Sales Representative Agreement • September 6th, 2019 • Ambarella Inc • Semiconductors & related devices
This Amendment to the Sales Representative Agreement (the “Amendment”) is made and entered into by and between Ambarella, Inc., a Cayman Island corporation having its registered offices located at PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (“Company”), and WT Microelectronics Co., Ltd., a Taiwanese corporation, having its principal place of business at 14F, No. 738, Chung Cheng Road, Chung Ho City, Taipei Hsien, Taiwan, R.O.C., and its subsidiaries and affiliates (collectively referred to as “Representative”).
FIRST AMENDMENT TO LEASELease • June 10th, 2011 • Ambarella Inc
This First Amendment To Lease (“First Amendment”) is dated as of November 12, 2009 for reference purposes only, and amends that certain Lease dated September 29, 2006 by and between Renault & Handley Employees’ Investment Co. (“Lessor”) and Ambarella Corporation, a Delaware corporation (“Lessee”), for the Premises located at 2975 San Ysidro Way, Santa Clara, California (the “Lease”):
LEASE AGREEMENT BY AND BETWEEN WESTCORE JAY, LLC, A DELAWARE LIMITED LIABILITY COMPANY AS LANDLORD AND AMBARELLA CORPORATION, A DELAWARE CORPORATION AS TENANT RELATING TO THE LEASING OF CERTAIN PREMISES LOCATED AT: 3101 JAY STREET SANTA CLARA, CALIFORNIALease Agreement • April 4th, 2013 • Ambarella Inc • Semiconductors & related devices • California
THIS LEASE AGREEMENT (this “Lease”) is made as of the Lease Date by and between Landlord and Tenant. This Lease consists of (i) the Basic Lease Information set forth in Part I, (ii) the Terms and Conditions set forth in Part II and (iii) the Attachments. The Basic Lease Information, the Terms and Conditions and the Attachments shall be construed as a single instrument.
Amendment to Extend Term of Sales Representative AgreementSales Representative Agreement • September 8th, 2015 • Ambarella Inc • Semiconductors & related devices • California
This Amendment to the Sales Represetative Agreement (the “Amendment”) is made and entered into as of August 1, 2015 by and between Ambarella, Inc., a Cayman Island corporation having its registered offices located at PO Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands (“Company”), and WT Microelectronics Co., Ltd., a Taiwanese corporation, having its principal place of business at 14F, No. 738, Chung Cheng Road, Chung Ho City, Taipei Hsien, Taiwan, R.O.C., and its subsidiaries and affiliates (collectively referred to as “Representative”).
SECOND AMENDMENT TO LEASE AGREEMENTLease Agreement • September 8th, 2015 • Ambarella Inc • Semiconductors & related devices
THIS SECOND AMENDMENT TO LEASE AGREEMENT (this “Second Amendment”) is entered into as of the 27th day of August, 2015 (the “Execution Date”), by and between DPF JAY OWNER LLC, a Delaware limited liability company (“Landlord”), and AMBARELLA CORPORATION, a Delaware corporation (“Tenant”).
AMBARELLA, INC. STOCK OPTION AGREEMENTStock Option Agreement • September 13th, 2012 • Ambarella Inc • Semiconductors & related devices • California
Unless otherwise defined herein, the terms defined in the Ambarella, Inc. 2012 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Agreement (the “Agreement”), including the Notice of Stock Option Grant (the “Notice of Grant”) and Terms and Conditions of Stock Option Grant, attached hereto as Exhibit A.
