Ambarella Inc Sample Contracts

Ambarella Inc – Amendment to Sales Representative Agreement (June 1, 2019) (September 6th, 2019)

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”).

Ambarella Inc – AMBARELLA, INC. AMENDED AND RESTATED CHANGE OF CONTROL AND SEVERANCE AGREEMENT (September 7th, 2018)

This Amended and Restated Change of Control Severance Agreement (the “Agreement”) is made and entered into by and between _________________ (“Executive”) and Ambarella, Inc. (the “Company”), effective as of June 4, 2018 (the “Effective Date”).

Ambarella Inc – AMBARELLA, INC. 2012 EQUITY INCENTIVE PLAN (March 30th, 2017)
Ambarella Inc – AMBARELLA, INC. 2012 EQUITY INCENTIVE PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT (March 30th, 2017)

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.

Ambarella Inc – Amendment to Extend Term of Sales Representative Agreement (September 8th, 2015)

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”).

Ambarella Inc – SECOND AMENDMENT TO LEASE AGREEMENT (September 8th, 2015)

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 – AMBARELLA, INC. 2012 EMPLOYEE STOCK PURCHASE PLAN (September 8th, 2015)
Ambarella Inc – NEWS RELEASE (July 1st, 2015)

SANTA CLARA, Calif., July 1, 2015 — Ambarella, Inc. (NASDAQ: AMBA), a leading developer of video compression and image processing semiconductors, today announced the acquisition of VisLab S.r.l., a privately held Italian company based in Parma, Italy for $30 million in cash. VisLab, the Vision and Intelligent Systems Laboratory at the University of Parma, is a pioneer in perception systems and autonomous vehicle research and was founded by Professor Alberto Broggi. The company has developed computer vision and intelligent control systems for automotive and other commercial applications, including Advanced Driver Assistance Systems and several generations of autonomous vehicle driving systems. These include “Porter,” an autonomous vehicle that made a 13,000 km autonomous trip from Italy to China in 2010.

Ambarella Inc – 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, CALIFORNIA (April 4th, 2013)

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.

Ambarella Inc – Ambarella, Inc. PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands Dear Sirs Ambarella, Inc. (the “Company”) (October 5th, 2012)

We have acted as Cayman Islands counsel to the Company to provide this legal opinion in connection with the Company’s registration statement on Form S-1, including all amendments or supplements thereto (the “Form S-1”), filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933 (the “Act”), as amended (the “Registration Statement”) related to the issuance of up to 5,804,651 Ordinary Shares of the Company (including up to 900,000 ordinary shares issuable upon exercise of an over-allotment option granted by the Company) (the “Sale Shares”) and the sale by certain shareholders of the Company (the “Selling Shareholders”) of 1,095,349 Ordinary Shares of the Company (the “Selling Shareholder Shares” and together with the Sale Shares, the “Shares”). Such public offering is being underwritten pursuant to an underwriting agreement (the “Underwriting Agreement”) among the Company and the underwriters named therein. This opini

Ambarella Inc – _______________ Shares AMBARELLA, INC. ORDINARY SHARES (PAR VALUE $0.00045 PER SHARE) UNDERWRITING AGREEMENT (October 5th, 2012)

Ambarella, Inc., a company organized under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), and certain shareholders of the Company (the “Selling Shareholders”) named in Schedule I hereto severally propose to sell to the several Underwriters, an aggregate of [•] ordinary shares, par value $0.00045 per share, of the Company (the “Firm Shares”), of which [•] ordinary shares are to be issued and sold by the Company and [•] ordinary shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.

Ambarella Inc – Amendment No. 2 to Sales Representative Agreement (October 5th, 2012)

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”).

Ambarella Inc – _______________ Shares AMBARELLA, INC. ORDINARY SHARES (PAR VALUE $0.00045 PER SHARE) UNDERWRITING AGREEMENT (September 26th, 2012)

Ambarella, Inc., a company organized under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule II hereto (the “Underwriters”), and certain shareholders of the Company (the “Selling Shareholders”) named in Schedule I hereto severally propose to sell to the several Underwriters, an aggregate of [•] ordinary shares, par value $0.00045 per share, of the Company (the “Firm Shares”), of which [•] ordinary shares are to be issued and sold by the Company and [•] ordinary shares are to be sold by the Selling Shareholders, each Selling Shareholder selling the amount set forth opposite such Selling Shareholder’s name in Schedule I hereto.

Ambarella Inc – Ambarella, Inc. PO Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands Dear Sirs Ambarella, Inc. (the “Company”) (September 26th, 2012)

We have acted as Cayman Islands counsel to the Company to provide this legal opinion in connection with the Company’s registration statement on Form S-1, including all amendments or supplements thereto (the “Form S-1”), filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933 (the “Act”), as amended (the “Registration Statement”) related to the issuance of up to 5,804,651 Ordinary Shares of the Company (including up to 900,000 ordinary shares issuable upon exercise of an over-allotment option granted by the Company) (the “Sale Shares”) and the sale by certain shareholders of the Company (the “Selling Shareholders”) of 1,095,349 Ordinary Shares of the Company (the “Selling Shareholder Shares” and together with the Sale Shares, the “Shares”). Such public offering is being underwritten pursuant to an underwriting agreement (the “Underwriting Agreement”) among the Company and the underwriters named therein. This opini

Ambarella Inc – SALES REPRESENTATIVE AGREEMENT (September 26th, 2012)

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 – Amendment No. 1 to Sales Representative Agreement (September 26th, 2012)

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 – AMBARELLA, INC. 2012 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (September 13th, 2012)

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 – AMBARELLA, INC. 2012 EQUITY INCENTIVE PLAN (September 13th, 2012)
Ambarella Inc – Our ref SMC/604688/24529759v12 (September 13th, 2012)

We have acted as Cayman Islands counsel to the Company to provide this legal opinion in connection with the Company’s registration statement on Form S-1, including all amendments or supplements thereto (the “Form S-1”), filed with the United States Securities and Exchange Commission (the “Commission”) under the United States Securities Act of 1933 (the “Act”), as amended (the “Registration Statement”) related to the issuance of [*] Ordinary Shares of the Company (the “Shares”). Such public offering is being underwritten pursuant to an underwriting agreement (the “Underwriting Agreement”) among the Company and the underwriters named therein. This opinion is given in accordance with the terms of the Legal Matters section of the Form S-1.

Ambarella Inc – THE COMPANIES LAW (2011 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF AMBARELLA, INC. Adopted by Special Resolution passed on __ and effective immediately upon the closing of the Company’s initial public offering of its Ordinary (September 13th, 2012)
Ambarella Inc – AMBARELLA, INC. 2012 EQUITY INCENTIVE PLAN RESTRICTED STOCK AGREEMENT (September 13th, 2012)

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.

Ambarella Inc – AMBARELLA, INC. INDEMNIFICATION AGREEMENT (September 13th, 2012)

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 – AMBARELLA, INC. 2004 STOCK PLAN (as amended and restated August 28, 2012) (September 13th, 2012)
Ambarella Inc – AMBARELLA, INC. 2004 STOCK PLAN NOTICE OF GRANT OF RESTRICTED STOCK UNITS (RSUs) (September 13th, 2012)

Unless otherwise defined herein, the terms defined in the 2004 Stock Plan (the “Plan”) shall have the same defined meanings in this Notice of Grant of Restricted Stock Units (RSUs) (the “Notice of Grant”) and the Restricted Stock Unit Award Agreement, including the Addendum which includes any applicable country-specific provisions (together, the “Agreement” or the “Award Agreement”) attached hereto. The following individual has been granted an Award of Restricted Stock Units (“RSUs”), subject to the terms and conditions of the Plan and the Agreement, as follows:

Ambarella Inc – AMBARELLA, INC. 2012 EMPLOYEE STOCK PURCHASE PLAN (September 13th, 2012)
Ambarella Inc – AMBARELLA, INC. 2012 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (September 13th, 2012)

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.

Ambarella Inc – Amendment No. 1 to Sales Representative Agreement (August 22nd, 2012)

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 – AMBARELLA, INC. THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT January 5, 2012 (August 22nd, 2012)

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.

Ambarella Inc – THE COMPANIES LAW (2011 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF AMBARELLA, INC. (Adopted by special resolution dated 16 November 2011) (August 22nd, 2012)
Ambarella Inc – SALES REPRESENTATIVE AGREEMENT (August 22nd, 2012)

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 – Description of Executive Bonus Plan (August 22nd, 2012)

The Board of Directors approved a Fiscal Year 2013 Annual Bonus Plan covering Messrs. Wang, Laplante, Kohn, Legall and Day. The target bonus for Dr. Wang is 50% of his annual base salary. The target bonus for Messrs. Laplante, Kohn, Legall and Day is 30% of their respective annual base salaries. Payouts, if any, are to be determined by the Compensation Committee of the Board of Directors under the terms of the plan. In making its determination, the Compensation Committee will consider the Company’s performance against revenue and profitability metrics established by the Board of Directors. The Compensation Committee will also consider each executive’s performance against management objectives. The performance weighting is 60% for the revenue metric, 30% for the profitability metric and 10% for the management objective metrics. On target performance is intended to result in a payout at target levels. Above target performance is intended to result in payment above target levels, with a m

Ambarella Inc – UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 AMBARELLA, INC. (Exact name of registrant as specified in its charter) (August 22nd, 2012)

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.

Ambarella Inc – FIRST AMENDMENT TO LEASE (June 10th, 2011)

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”):

Ambarella Inc – AMBARELLA, INC. 2004 STOCK PLAN (as amended March 8, 2011) (June 10th, 2011)
Ambarella Inc – AMBARELLA, INC. CHANGE OF CONTROL AND SEVERANCE AGREEMENT (June 10th, 2011)

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”).