Amendment No. 7 to Sales Representative Agreement by and between Ambarella, Inc. and WT Microelectronics Co., Ltd. dated March 15, 2023
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:
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 [*].
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 |