Exhibit 10.10

AMENDMENT TO AGREEMENT

THIS AMENDMENT TO AGREEMENT (“Amendment”) is entered into and effective as of December 27, 2018 (the “Effective Date”) by and between Summit Wireless Technologies, Inc., a Delaware corporation, formerly named Summit Semiconductor, Inc. (the “Company”), and Michael Howse, an individual residing in California (“Howse”).

RECITALS

A.       The Company and Howse entered into an agreement for the services of Howse dated April 6, 2018 (the “Agreement”).

B.       The Company and Howse desire to amend the Agreement as set forth in this Amendment in order to, among other things, modify the terms of compensation provided in the Agreement, including the terms of certain warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), which were previously issued to Howse pursuant to the Agreement, attached hereto as Exhibit 1 and Exhibit 2 (collectively, the “Warrants”).

NOW THEREFORE, the parties to this Amendment agree as follows:

“6. Other Compensation. In consideration of your agreement to begin employment with the Company and to serve as a director of the Company, the Company will grant you two warrants, each of which shall vest pursuant to the vesting provisions set forth in Section 2(c) of each such warrant.”

The Company and Howse each hereby agree and consent that the Amended and Restated Common Stock Purchase Warrants attached hereto as Exhibit 3 and Exhibit 4 amend and restate the Warrants attached as Exhibit 1 and Exhibit 2, respectively, and shall be issued by the Company to Howse as of the Effective Date in place of the Warrants previously issued to Howse pursuant to Section 6 of the Agreement.

“6.1 Cash Bonus – Financing. If during the period during which Howse is employed by the Company as Interim Chief Strategy Officer and for the period ending six (6) months thereafter (the “Term”), the Company raises capital in one or more financings that include a Strategic Investor (as defined below), Howse will receive a cash bonus concurrently with the closings of such financings as follows:

A round of financing with multiple closings will be considered a single financing. Howse may elect to receive up to fifty (50%) of such compensation in the form of convertible notes or preferred equity issued to the investors and on the same terms as such investors.

6.2 Management Objective Bonus – Fundamental Transaction. If during the period during which Howse serves as a member of the Board of Directors of the Company and for the period ending one hundred eighty (180) days thereafter, a Fundamental Transaction occurs (as defined below), Howse will receive a cash bonus (the “Management Objective Bonus”) concurrently with the closing of such Fundamental Transaction as part of the closing instructions (or if there is no closing applicable to such Fundamental Transaction, then from the date on which such Fundamental Transaction is effected) as follows:

As set forth on the table above, twice the amount of bonus will be paid if the Company does not incur General Expenses.

“General Expenses” means the fees of an investment bank that are charged in connection with the Fundamental Transaction of 2% or more of the Consideration.

“Consideration” means the total value of all consideration received or to be received directly or indirectly by Company and/or its shareholders or other owners (including amounts paid into escrow) as a result of such Fundamental Transaction. Such Consideration shall include the following: cash or cash equivalents; stock or other securities (including amounts paid or payable in respect of convertible securities, options or similar rights, whether or not vested); promissory notes or other debt instruments; indebtedness for borrowed money (including capitalized lease and preferred stock obligations) assumed, retired or defeased by purchasers; assets to be retained by Company (including cash, accounts receivable, inventory and equipment); earnouts; royalties; real property, personal property or intellectual property sold or leased; employment or consulting agreements in excess of fair market rates; non-competition agreements; and management agreements. Consideration shall also include, without duplication, the aggregate amount of any cash distributions that are outside the ordinary course. Consideration shall include cash and cash equivalents of the Company as set forth in the Company’s balance sheet immediately preceding the closing of the Fundamental Transaction. If a Fundamental Transaction, other than a sale of assets, results in a majority (but less than all) of the equity securities of Company having been acquired, the Consideration shall be calculated pursuant to this paragraph as though all of the outstanding equity securities of Company had been acquired at a price equal to the highest price per share paid by the purchaser for any shares it acquired at the time of the Transaction.

The Company will pay the Management Objective Bonus by bank wire transfer of immediately available funds to an account specified by Howse. Company may defer payment of any portion of the Management Objective Bonus which is attributable to Consideration consisting of a future earnout, royalty, or the like (i.e., financial instruments or agreements, the values of which at the time of the closing cannot be determined because they are based solely on future performance or earnings), in which case such portion of the Management Objective Bonus shall be paid to Howse within three (3) days after Company receives the related Consideration. If all or any portion of the Consideration is of a determined amount (i.e., not contingent) but is to be paid over time, then the portion of the Management Objective Bonus attributable thereto shall be payable upon consummation of the Transaction.

“Fundamental Transaction” means (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share exchange agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share exchange agreement or other business combination), or (vi) any other transaction or series of related transactions in which more than fifty percent (50%) of the voting power of the Company changes ownership occurs.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Strategic Investor” means any Person (or equity holder of such Person) that: (a) is, itself or through its subsidiaries, an operating company or an owner of an asset in a business synergistic with the business of the Company and shall provide to the Company additional benefits in addition to the investment of funds, or (b) the Chief Executive Officer of the Company agrees in writing (including email) provided to Howse to treat as a “Strategic Investor” for the purposes of Management Objective Bonus.”

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IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to execute and deliver this Amendment to Agreement as of the date first set forth above.