0001193125-12-405005 Sample Contracts

Shares AMBARELLA, INC. ORDINARY SHARES (PAR VALUE $0.00045 PER SHARE) UNDERWRITING AGREEMENT
Underwriting Agreement • September 26th, 2012 • Ambarella Inc • Semiconductors & related devices • New York
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SALES REPRESENTATIVE AGREEMENT
Sales 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.

Amendment No. 1 to Sales Representative Agreement
Sales 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”).

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