DEPOSIT AGREEMENT by and among CONGATEC HOLDING AG AND CITIBANK, N.A., as Depositary, AND ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [DATE], 2015Deposit Agreement • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design • Vermont
DEPOSIT AGREEMENT, dated as of [DATE], 2015, by and among (i) congatec Holding AG, a company organized under the laws of the Federal Republic of Germany, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America acting in its capacity as depositary, and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
SOFTWARE LICENSING AGREEMENTSoftware Licensing Agreement • November 4th, 2015 • Congatec Holding AG • Services-computer integrated systems design • Georgia
This Agreement is entered into on February 1, 2005 (the “Effective Date”) between American Megatrends Inc., a Georgia corporation, having its principal place of business at 6145-F Northbelt Parkway, Norcross, Georgia 30071 (herein known as “AMI”) and congatec AG located at Auwiesenstrasse 5, 94469 Deggendorf, Germany (herein known as “LICENSEE”).
SOURCE CODE ACCESS AGREEMENTSource Code Access Agreement • November 4th, 2015 • Congatec Holding AG • Services-computer integrated systems design • Georgia
This Source Code Access Agreement (the “SCAA” or the “Agreement”) is entered into on July 31, 2009 (the “SCAA Effective Date”) between American Megatrends Inc., a Georgia corporation, having its principal place of business at 5555 Oakbrook Parkway, Suite 200, Norcross, Georgia 30093 (herein known as “AMI”) and congatec AG located at Auwiesenstr. 5, 94469 Deggendorf, Germany (herein known as “LICENSEE”).
Commercial LeaseCommercial Lease • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
AMENDMENT 3 TO SOURCE CODE ACCESS AGREEMENTSource Code Access Agreement • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
This Source Code Access Agreement Amendment 3 (the “SCAA Amendment 3”) is entered into on April 1st, 2013 (the “SCAA Amendment 3 Effective Date”) by and between American Megatrends, Inc, (hereinafter “AMI”) with its principal place of business at 5555 Oakbrook Parkway, Suite 200, Norcross, Georgia 30093 U.S.A., and congatec AG (“LICENSEE”), a German corporation located at Auwiesenstrasse 5, 94469 Deggendorf, Germany. The parties entered into a Source Code Access Agreement (the “Original Agreement” or the “SCAA”) dated July 31, 2009 (the “SCAA Effective Date”). Capitalized terms not defined or otherwise modified in this SCAA Amendment 3 shall have the same definitions as within the SCAA.
Amendment to Commercial Lease No. 8 dated 09/29/2010 Subject: Renting new offices on the second floorCommercial Lease Amendment • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
In addition to Commercial Lease No. 8 dated 09/29/2010, an additional 79 m² of office space shall be rented from 03/01/2015 in the office building at Auwiesenstr. 8, 94469 Deggendorf, Germany, on the second floor.
Additional agreement to the Commercial LeaseAdditional Commercial Lease Agreement • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
In addition to the Commercial Lease dated 12/31/2004, an additional 51 m² of office space shall be rented from 1/1/2009 in the office building at Auwiesenstr. 5, 94469 Deggendorf, Germany.
AMENDMENT 1 TO SOURCE CODE ACCESS AGREEMENTSource Code Access Agreement • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
This Source Code Access Agreement Amendment 1 (the “SCAA Amendment 1”) is entered into on December 14, 2010 (the “SCAA Amendment 1 Effective Date”) by and between American Megatrends, Inc, (hereinafter “AMI”) with its principal place of business at 5555 Oakbrook Parkway, Suite 200, Norcross, Georgia 30093 U.S.A., and Congatec AG (“LICENSEE”), a German corporation located at Auwiesenstrasse 5, 94469 Deggendorf, Germany. The parties entered into a Source Code Access Agreement (the “Original Agreement” or the “SCAA”) dated July 31, 2009 (the “SCAA Effective Date”). Capitalized terms not defined or otherwise modified in this SCAA Amendment 1 shall have the same definitions as within the SCAA.
Commercial Lease No. 8Commercial Lease • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
Amendment to the Commercial LeaseCommercial Lease • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
As an amendment to the Commercial Lease dated 12/31/2004 including modifications/amendments thereof dated 12/31/2004, 12/28/2006, 01/01/2009 and 01/20/2009 and the Amendment dated 12/15/2012, the following shall be agreed:
AMENDMENT 1 TO SOFTWARE LICENSING AGREEMENTSoftware Licensing Agreement • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
This Software Licensing Agreement Amendment 1 (the “SLA Amendment 1”) is entered into as of this 1st day of April, 2013 (the “SLA Amendment 1 Effective Date”) by and between American Megatrends, Inc. (hereinafter “AMI”) with its principal place of business at 5555 Oakbrook Parkway, Suite 200, Norcross, Georgia 30093 U.S.A., and congatee AC (“LICENSEE”), a German corporation located at Auwicsenstrasse 5, 94469 Dcggendorf. The parties entered into a Software Licensing Agreement (the “Original Agreement” or the “SLA”) dated February 1, 2005 (the “SLA Effective Date”). Capitalized terms not defined or otherwise modified in this SLA Amendment 1 shall have the same definitions as within the SLA.
Amendment to the Commercial LeaseCommercial Lease • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
Additional agreement to the Commercial LeaseAdditional Commercial Lease Agreement • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
In addition to the Commercial Lease dated 12/31/2004, an additional 256,62 m² of office space shall be rented from 1/1/2007 in the office building at Auwiesenstr. 5, 94469 Deggendorf, Germany.
Amendment to the Commercial LeaseCommercial Lease • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
As an amendment to the Commercial Lease dated 12/31/2004 including modifications/amendments thereof dated 12/31/2004, 12/28/2006, 01/01/2009, 01/20/2009 and 12/15/2012, the following Amendment shall be agreed:
AMENDMENT 2 TO SOURCE CODE ACCESS AGREEMENTSource Code Access Agreement • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
This Source Code Access Agreement Amendment 2 (the “SCAA Amendment 2”) is entered into on 04th of November, 2010 (the “SCAA Amendment 2 Effective Date”) by and between American Megatrends, Inc, (hereinafter “AMI”) with its principal place of business at 5555 Oakbrook Parkway, Suite 200, Norcross, Georgia 30093 U.S.A., (formerly at 6145-F Northbelt Parkway, Norcross, GA 30071, U.S.A.), and congatec AG (“LICENSEE”), a German corporation located at Auwiesenstrasse 5, 94469 Deggendorf, Germany. The parties entered into a Source Code Access Agreement (the “Original Agreement” or the “SCAA”) dated July 31, 2009 (the “SCAA Effective Date”). Capitalized terms not defined or otherwise modified in this SCAA Amendment 2 shall have the same definitions as within the SCAA.
Amendment to Commercial Lease No. 8 dated 09/29/2010Commercial Lease • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
In addition to Commercial Lease No. 8 dated 09/29/2010, an additional 215 m² of office space shall be rented from 7/1/2012 in the office building at Auwiesenstr. 8, 94469 Deggendorf, Germany, on the first floor.
Premises Lease AgreementPremises Lease Agreement • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
Agreement Settlement Intel — businessSettlement Agreement • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
Currently, congatec AG orders components with Arrow Central Europe GmbH, which will be delivered to Everfine Industrial Corporation in Taiwan. The corresponding productions will be arranged by Everfine Industrial Corporation. congatec AG will be invoiced by Arrow Central Europe GmbH.
Agreement on payment termsPayment Agreement • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
Logistic agreement between congatec AG Auwiesenstr. 5 94469 Deggendorf and EverFine Industrial Corp. 9F, No. 341, Sec 4 Zhong Xiao E. Rd. Taipei, TaiwanLogistic Agreement • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
Termination AgreementTermination Agreement • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
This Termination Agreement (“Agreement”) is effective as of July 1st, 2015 (“Termination Date”) by and between congatec AG, a German corporation (the “Company”) and Mr. Chao Ito-Chung (Mike), resident in 11F-3, No. 422, GuangFu 5. Rd., Taipei, Taiwan (the “Executive”).
congatec Holding AG Registered Ordinary Shares in the form of American Depositary Shares (each representing one-quarter of an Ordinary Share, no par value, with a notional value of €1.00 per Ordinary Share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2015 • Congatec Holding AG • Services-computer integrated systems design
congatec Holding AG, a stock corporation (Aktiengesellschaft) incorporated in the Federal Republic of Germany (“Germany”) and registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Munich (the “Commercial Register”) under the number HRB 219746 (the “Company”), and the shareholders of the Company named in Schedule II hereto (the “Selling Shareholders”) propose to issue/sell to the several underwriters named in Schedule I hereto (the “Underwriters”) for whom you are acting as representative (the “Representative”), the aggregate number of ordinary no par value shares with a notional value of €1.00 per share (auf den Namen lautende Stammaktien ohne Nennbetrag (Stückaktien)), registered with the Commercial Register (the “Ordinary Shares”) set forth in the Pricing Agreement (as defined below), of which the number of Ordinary Shares set forth in the Pricing Agreement will be sold by the Company as a result of the issuance of New Shares in the Capital Inc
BUSINESS CONSULTATION AGREEMENTBusiness Consultation Agreement • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
And: congatec Asia Ltd. (the “Company”), a company duly organized and existing under the laws of ROC with registered office located 14F-2, No. 270, Sec. 4, Zhong Xiao East Rd. 106 Taipei, Taiwan.
FRAMEWORK SUPPLY AGREEMENT Bernecker und Rainer Industrie-Elektronik Ges.m.b.H. (FN 111651 v) B&R Strasse 1 (“B&R”)Framework Supply Agreement • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
[***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Offsetting-Agreement between EverFine Industrial Gorp. 10E-3, No. 270, Sec 4, Chung Hsiao E. Rd. 106 Taipei, Taiwan hereinafter called „Efco” and congatec AG Auwiesenstr. 5 94469 Deggendorf GERMANY hereinafter called „congatec”Offsetting Agreement • October 14th, 2015 • Congatec Holding AG • Services-computer integrated systems design
