CONFIDENTIAL PORTIONS HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”).** ASSET PURCHASE AGREEMENT

Exhibit 4.12
 
**CONFIDENTIAL PORTIONS HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT AND HAVE BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION (THE “COMMISSION”).**


ASSET PURCHASE AGREEMENT, dated as of December 22nd, 2009 (the “APA”), by and among Millennium Card´s Technology Limited ("MCT"), a Hong Kong corporation and On Track Innovations Ltd., as Israeli corporation ("OTI") on the one hand (where MCT and OTI shall be referred hereto as the "Seller"), and SMARTRAC Singapore Trading PTE, a Singapore corporation ("Buyer") on the other hand.
 
WHEREAS,
 
(1)
MCT with business located at and incorporated in Hong Kong, a 100% subsidiary of OTI, is engaged in the business of transponders and smart card machines manufacturing and is the holder of 99.5% shares of Millennium Card´s Technology (SZ) Limited.
 
(2)
SMARTRAC N.V. (“SMARTRAC”) is a worldwide leading transponder manufacturer and OTI is a worldwide leader in development of smart-card based products and solutions.
 
(3)
Buyer is a private limited company incorporated in Singapore. Buyer is a 100 % subsidiary of SMARTRAC Brazil B.V. which is a 100 % subsidiary of SMARTRAC N.V.
 
(4)
“SMARTRAC Group” means SMARTRAC and any and all companies in which SMARTRAC directly or indirectly holds or has the right to acquire 50 % or more of the shares and/or voting rights and/or comparable kind of participation.
 
(5)
“OTI Group” means OTI and any and all companies in which OTI directly or indirectly holds or has the right to acquire 50 % or more of the shares and/or voting rights and/or comparable kind of participation.
 
(6)
“Machinery” means (i) those machines used by MCT subsidiary and OTI exclusively or primarily for the Business (as defined in Section 2.1), as specified in Attachment 2.2.1; and (ii) those machines produced by MCT subsidiary for the sale to third parties with respect to the Business, as specified in Attachment 5.1.
 
(7)
“Signing Date” is the date of signing of this Asset Purchase Agreement.
 
(8)
“Closing Date” is defined in Section 9.1.
 
(9)
“Sold Assets” means all assets as defined in Article. 2.
 
(10)
“Working Day” means a working days excluding public excluding Saturdays, Sundays and holidays in the state of Delaware USA.
 
 
 
 
 
(11)
“Delivery Date” is the respective delivery date of the Sold Assets.
 
(12)
Buyer and Seller collectively the “Parties” and each a “Party”.
 
Article 1 Scope of this Agreement
 
1.1.
SMARTRAC, OTI and MCT entered into an agreement dated September 15, 2009 (“Agreement”) with respect to the acquisition of certain assets of MCT subsidiary, some additional assets from OTI, the shutdown of MCT subsidiary and a non competition obligation, supply agreement and further issues. Further on SMARTRAC, OTI and MCT entered into a First Amendment to the Agreement, as of November 5, 2009 ("First Amendment"). The subject matter of this Asset Purchase Agreement (“APA”) is to cover the sale and purchase of assets of Seller by Buyer as specified herein.
 
1.2.
The Sold Assets which are owned by MCT as the date hereof ("MCT Sold Assets"), were owned by MCT subsidiary immediately prior to the Closing Date. On request of OTI, Buyer agrees to buy MCT Sold Assets not from MCT subsidiary but from MCT who is the owner thereof as the date hereof. Therefore immediately prior to the Closing Date, MCT shall be the sole owner of all the MCT Sold Assets and respective assumed liabilities including without limitation all rights of whatsoever nature relating to such assets, and also including such obligations, but only such obligations, as are specially provided for in this APA to be assumed by Buyer, said acquisition to be accomplished by MCT in order that it will be able to comply with this APA at any time. MCT confirms that it does not hold any other assets related to the Business as of the Closing Date.
 
1.3.
Buyer does not buy any assets from MCT which MCT did not purchased from MCT subsidiary in connection with the assumption of the Business immediately prior to the Closing Date, provided that MCT has no relation to the Business apart from the conclusion of the said assignment and assumption as of the Closing Date. MCT did not and does not own assets and is not party to material contracts and agreements with respect to the Business before transfer from MCT subsidiary as of the Closing Date.
 
Article 2 Sold Assets and Assumed Liabilities

2.1.
On the terms and subject to the conditions set forth in this APA, at the Closing, Buyer shall, in consideration for the Purchase Price, purchase, acquire and accept from Seller and Seller shall sell, transfer, assign, convey and deliver to Buyer all of Seller's rights, title and interest in, to and under Sold Assets (as defined below) which were used in the production of transponder using wire embedded technology, module packaging and the production of Machinery used to produce transponder products contact cards and testing equipments by MCT subsidiary immediately prior to the Closing Date (collectively, the “Business”).  For the avoidance of doubt, assets not included herein and/or not related to the Business are excluded from the scope of this APA.
 
 
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2.2.
"Sold Assets" shall mean all of the following assets which were used for the Business by MCT subsidiary and OTI immediately prior to the Closing Date as listed below (in Sections 2.2.1 through 2.2.6):

2.2.1.
The tangible assets, including technical and R&D equipment, machineries, office and other equipment and assets under construction which are located in the main factory or in any other plants, offices or other premises, as specified in Attachment 2.2.1.

2.2.2.
The intangible assets relating exclusively or primarily to the Business set forth in (i) and (ii) of this Subsection 2.2.2. (i) All patents, utility patents, design patents, marks, trade names, domain names, copyrights, computer software programs, licences and other (registered or unregistered) intellectual property rights (and any applications therefore) relating exclusively or primarily to the Business, as listed in Attachment 2.2.2(i); and (ii) the inventions, technology, process descriptions specifications, drawings, software, research and development data, formula or other know-how, trade and business secrets relating exclusively or primarily to the Business as listed in Attachment 2.2.2(ii) (collectively, the “Intellectual Property Rights”).
 
For clarification, the foregoing includes documents, specifications, drawings and software for Machinery manufacturing, production, process and products sold or used by MCT subsidiary prior to the Closing Date, to the extent owned by MCT subsidiary and not subject to confidentiality agreement with third parties.

2.2.3.
The raw materials, supplies, work in progress, finished goods and other inventories collectively (“Inventories”) relating exclusively or primarily to the Business as listed in Attachment 2.2.3. Seller and MCT subsidiary shall have the right to consume the Inventories until the closing of MCT subsidiary according to Article 7, without any payment to the Buyer.

2.2.4.
All rights relating exclusively or primarily to the Sold Assets and all claims against third parties relating to the Sold Assets (to the extent they exist at the closing date or later), including rights under manufacturers and vendors warranties.

2.2.5.
Technical books and records of the Business and other technical documents and data (whether in hard copy or electronic format) used or available in the Business, as listed in Attachment 2.2.5, including technical drawings, technical manuals, sales and promotional material, lists of (present or former) customers and suppliers (“Books and Records”), except for those financial Books and Records and except further to Books and Records which are required to be retained by Seller and MCT subsidiary under any applicable law, regulation, directive, binding guideline or rule, or decree, order or decision of any court or governmental authority (as in effect at any time and applicable in any jurisdiction) or agreement or which cannot be technically separated from  any other file or data.
 
 
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2.2.6.
Agreements (“Assumed Agreements”) in effect as of the Closing Date including contracts and arrangements, relating exclusively or primarily to the Business to which Seller or MCT subsidiary is a party as listed in Attachment 2.2.6.

2.3.
For the avoidance of doubt, the following assets related to the Business of MCT subsidiary and Seller shall be excluded from the sale and transfer to Buyer pursuant to this APA ("Excluded Assets"):

 
2.3.1.
Cash on hands, trade receivables, cheques, deposits with banks, financial receivables or other cash equivalents, shares and interest in any companies and partnerships or securities.

 
2.3.2.
Any claims for the refund of any taxes, social security contributions or other public charges (together with any penalties, fines, interests or addition thereto), taxes relating to any tax assessment period ending on the Closing Date.

 
2.3.3.
Any accounting documentation.

 
2.3.4.
All purchase price consideration to be paid by Buyer to Seller pursuant to the terms of this APA, and all of Seller's contractual rights in and to this APA and the ancillary agreements.

 
2.3.5.
All amounts paid to MCT subsidiary and/or Seller from customers in accordance with Section 7.2 below.

 
2.3.6.
All assets not covered by the Sold Assets.

2.4.
On the terms and subject to the conditions set forth in this APA, at the Closing, Buyer shall assume and acquire effective as of the Closing Date, (collectively the “Assumed Liabilities”) liabilities under the Sold Assets Intellectual Property Rights pursuant to Attachment 2.2.2, and liabilities under the Assumed Agreements pursuant to Section 2.2.6, that arise from facts or circumstances occurring after the Closing Date or that under their terms are required to be performed after the Closing Date, provided that the respective assets were transferred on the Closing Date.
 
Liabilities which arise between the Closing Date and the Delivery Date and which are not in connection with Gemalto as set forth in Section 7.12 below shall be borne by Seller and MCT subsidiary.
 
2.5.
With respect to Assumed Liabilities pursuant to the sold Intellectual Property Rights, Buyer assumes liabilities, e.g. to pay open fees at the patent and trade xxxx offices, but Buyer does not assume any license agreements (except for those implied with respect to  products sold by MCT subsidiary), or any other contracts in connection with the Intellectual Property and/or reserves the right, which is in Buyer´s sole discretion, to enter into litigation or similar proceedings, if any, with respect to the sold Intellectual Property Rights.
 
 
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2.6.
Buyer will not assume or be liable for any Excluded Liabilities. “Excluded Liabilities”  shall mean the following liabilities in connection with the Business:

 
2.6.1.
Any liability or obligation relating to an Excluded Asset;

 
2.6.2.
Any liabilities with respect of any and all (i) products sold by MCT subsidiary and/or OTI before the Closing Date; (ii) services performed by MCT subsidiary and/or OTI before the Closing Date or the Delivery Date respectively, except to the extent necessary to perform support, maintenance, warranty and similar obligations as referred to in Section 5.2 below following the Closing Date;

 
2.6.3.
All and any of MCT subsidiary and OTI liabilities to any of their employees or consultants for a period through the Closing Date;

 
2.6.4.
Any liabilities from MCT which MCT did not assumed from MCT subsidiary in connection with the assumption of the Business, provided that MCT has no relation to the Business apart from the conclusion of this transaction. For clarification: MCT does not own assets and is not party to any material contracts and agreements with respect to the Business before the Closing Date (except in those cases, that for convenience purposes, MCT made sales and bought raw materials for MCT subsidiary, provided that in no event MCT held or currently holds any such raw materials); and
 
 
2.6.5.
All liabilities which are not expressly assumed by Buyer.
 
Article 3 Purchase Price and Timing of Payment

3.1 
The purchase price for the Sold Assets (“Purchase Price”) is Euro 8.5 million, Euro 5 million are already paid. The reminder amount of Euro 3.5 million shall be paid in eight equal end-quarterly instalments (end of March, June, September and December of the applicable year) of Euro 437,500 each in cash, beginning on March 31st, 2010

3.2
All payments shall be made to the below listed account of OTI:
 
 
Account holder:   
 
Name of the Bank:
Bank Leumi Le Israel BM
                              
**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**
                                 
 
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3.3
Each Party shall bear its own tax due (if any) in connection with the transaction.
 
Article 4 Indemnification

Seller shall indemnify and hold harmless Buyer, its stockholders, successors, assigns, officers, directors, employees, agents and representatives (“Indemnitees”) from and against any and all liabilities and obligations of any nature whatsoever (including without limitation reasonable attorneys’ fees) (collectively, “Losses”) incurred by any one or more of the Indemnitees to the extent that such Losses relate to, arise out of, or are based upon (a) Excluded Liabilities, (b) failure of any of Seller's representations, warranties and guarantees (which guarantees are specified in Article 6, Section 7.6, second paragraph in Section 7.12 and Section 7.14) to have been true and correct when made, (c) failure of Seller to comply with any covenant or agreement in this APA, (d) taxes which are payable by Seller or MCT subsidiary as a result of the sale of the Sold Assets or the assumption of the Assumed Liabilities, (e) the ownership, use or conduct of the Business prior to the Closing Date, and (f) the ownership and use of the Sold Assets prior to the date on which the respective Sold Assets were delivered to Buyer (whether asserted prior to, at, or after that final delivery of the Sold Assets).

Buyer shall not be obliged and its rights under this APA are not dependent on any inspection duties and notification obligation in connection with Seller indemnification obligation above.
 
Article 5 Machine Sale Agreements

5.1.
Attachment 5.1. contains a list of all sale agreements for the Machinery sold by MCT (“Machine Sale Agreements”) for which Buyer will provide (or cause other entity within SMARTRAC Group to provide) services according to Section 5.2 below.
 
 
5.2.
Notwithstanding Section 2.4 above with respect to Machine Sale Agreements Buyer assumes liabilities for products shipped prior to the Closing Date in accordance with the Machine Sale Agreements ("Covered Machinery"), provided, however, that Buyer assumed liability referred to in this Article shall be limited to the provision of services and for warranties (including spare parts and consumables) for Covered Machinery to third parties raised after the Closing Date, in the amount of cumulated Euro 200,000, including spare parts and consumables.
 
In case that further warranty or guarantee claims exceed a cumulative amount of Euro 200,000 raised against Seller or Buyer, Buyer shall be obliged to handle such claims, if and to the extent that Buyer gets reimbursed for all cost and expenditures (including spare parts and consumables) by Seller.
 
 
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Buyer shall charge MCT for such expenses based on direct cost of labour plus 35% gross margin, where spare parts and consumables shall be charged at cost.

Article 6  Representations and Warranties of Seller

Seller (jointly and severally) hereby guarantees and represents to Buyer that the statements set forth hereinafter are true and correct as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct on and as of such earlier date)) or as of any other date explicitly referred to below:

6.1.
The purchase contract between MCT and MCT subsidiary in order to conclude the transaction contemplated by this APA is complete, valid, enforceable and sufficient to enable MCT to fulfil its obligation under this APA in every aspect.

6.2.
Seller is the sole and unrestricted legal and beneficial owner of the Sold Assets and has the unrestricted right to dispose all of such Sold Assets sold in accordance with this APA.

6.3.
The statements in the “Whereas” No 1 of this APA in relation to OTI, MCT and MCT subsidiary are true, complete and accurate in every respect.

6.4.
The Sold Assets to be transferred to Buyer will be free and clear of all liens, security interest and encumbrances of any nature whatsoever at the time of transfer.

6.5.
Except for the implied license provided to the purchasers of the Machineries, the Intellectual Property Rights are free of third party rights; Seller has not granted a licence on the Intellectual Property Rights to a third party, except of the right to use goods and products sold by Seller. Seller is under no obligation to grant such rights.

6.6.
There exists no pre-emptive rights, rights of first refusal, options or other rights of any third party to purchase or acquire any of the Sold Assets or assume any of the Assumed Agreements.

6.7.
To the Seller's knowledge the validity of the sold Intellectual Property Rights has not been challenged by any third party in writing and Seller is not aware of any circumstances which would give rise to such challenge, other than references cited in official Patent Office examination. None of the Intellectual Property Rights is subject to any pending judgment, injunction, order or decree issued against OTI Group entity restricting the use thereof by it or restricting the licensing thereof by it to any third party.

6.8.
Except as previously alleged by SMARTRAC Group, to the best knowledge of Seller there has not been any claim in writing that the products based on Intellectual Property Rights infringe upon any intellectual property right of any third party.

6.9.
The Sold Assets and the Assumed Liabilities constitute materially all of the assets (whether tangible or intangible, including information, technology and know-how) used or held for use in the Business and are sufficient and adequate to carry on the Business as a whole in substantially manner and scope it has been conducted in the last year period prior to August 2009. No Material Adverse Effect has occurred since August 2009 until the Closing Date of this APA.  For the purpose of this Section, a "Material Adverse Effect" means any event, change, effect, condition or circumstance that, when taken individually or together with all other adverse events, changes or effects, is (a) to be materially adverse to the Sold Assets, as a whole; or (b) to be materially adverse to the Business as a whole; other than any change, effect, event, occurrence, condition, development or state of facts arising from or relating to changes or conditions generally affecting the industries or markets related to the Business.
 
 
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6.10.
Seller has not sold or transferred assets which belong or should belong to the Business between August 23, 2009 and the Closing Date (“Period”) outside the course of ordinary Business. The Machinery and any manufacturing equipment which were sold during the Period are completely listed in Attachment 6.10.

6.11.
All tangible assets specified in Section 2.2 are located at MCT subsidiary production site in subsidiary, except to the extent that the transfer of these assets to MCT has begun, in which case such transferred assets are at MCT´s facility in Hong Kong or in transit thereto.

6.12.
No Person has acted, directly or indirectly, as a broker, finder or financial advisor for OTI Group in connection with the transactions contemplated by this Agreement that would result in the obligation of Buyer or SMATRAC Group to pay any finder’s fee, brokerage fee, commission or similar payment in connection with the transactions contemplated hereby,

6.13.
To the best of Seller's knowledge, all written information made available to the Buyer or its advisors by Seller and MCT subsidiary prior to signing of this APA and in connection thereto is complete, accurate and not misleading in all material respect. None of such information is misleading or contains any material omissions regarding the Sold Assets, the Business, the Assumed Liabilities or the Assumed Agreements.
 
Article 7 Shut Down of MCT subsidiary,
Sale of Products and Delivery of Sold Assets

7.1.
Seller undertakes to cause MCT subsidiary to shut down its business and operations in accordance with the terms and provisions set forth on Attachment 7.1 attached hereto (“Shut-Down Concept”), including a time schedule for termination of operation of MCT subsidiary, and a change of its name to a name that does not include “MCT” or “Millennium” or “Millennium Card” or any variations on those words. Seller will cause MCT subsidiary to fully comply with all of the provisions of this Article. MCT shall not file for bankruptcy or insolvency protection or any similar protection from creditors for the period ending five years after the date on which all of the Sold Assets have been transferred to Buyer.
 
 
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7.2.
Sale of Products:

7.2.1.
With effect as of Closing Date but not later than December 22nd, 2009, Seller shall cause MCT subsidiary not to qualify and not to sell any products or provide services to additional customers apart from (i) services and products in the framework of the existing supply contracts with Gemalto and Oberthur Card System until assigned to SMARTRAC Group, or (ii) as permitted (and to the extent permitted) pursuant to Section 7.2.2 below. Notwithstanding the foregoing, it is hereby clarified that MCT subsidiary shall be entitled to complete all work in progress through the end of February 2010. If MCT subsidiary does not complete said work in progress by the end of February 2010, SMARTRAC, Seller and MCT subsidiary will use their best efforts to find an amicable solution for the production of the products not produced by end of February 2010.

7.2.2.
Following December 22nd, 2009, MCT subsidiary shall have the right to qualify and manufacture only those products ordered by OTI that SMARTRAC Group is not ready to manufacture until such time that SMARTRAC Group acknowledges in writing to MCT subsidiary and OTI that it is ready to manufacture these products in its premises. Any order received by MCT subsidiary after December 22nd, 2009, from OTI, MCT subsidiary shall therefore be sent to Buyer as a copy. Following receipt of such copy Buyer shall have a maximum of 48 hours to notify MCT subsidiary whether it is ready to perform said order. If Buyer has notified MCT subsidiary within the said 48 hours that SMARTRAC Group is ready to perform, the order shall be performed solely by SMARTRAC Group. If Buyer fails to notify MCT subsidiary that SMARTRAC Group is ready to perform said order or notifies that SMARTRAC Group is not yet ready to perform said order within said 48 hours (where no response shall also be deemed as failure), the fulfilment of the said order shall be with Seller and/or MCT subsidiary solely.
 
Notwithstanding the provision of Section 16.4, all notices pursuant to this Section 7.2.2 shall be sent by email to the following addresses and shall be deemed to have been duly received at the time sent by the sending party.
 
SMARTRAC Group email: **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**
 
OTI Group emails: **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**

 
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7.2.3.
During such time and until Buyer is ready to perform orders according to Section 7.2.2., Seller and MCT subsidiary shall have the right to make use of the Sold Assets in their premises free of charge (including the intangible assets, Section 2.2.2.) in order to fulfil said orders.

7.2.4.
The Parties shall use their utmost efforts to transfer the manufacturing capabilities to Buyer as soon as practicable, pursuant to the terms herein.
 
7.3.
MCT subsidiary shall cease the production for Oberthur Card System until end of April 2010.

7.4.
Starting April 2010, Buyer shall have the right to appoint one representative having access (but not authority) to all decisions relating to the business development of MCT subsidiary in order to supervise the proper shut down of MCT subsidiary.

7.5.
Any employment offer to MCT subsidiary employees by Buyer shall be subject to a prior coordination and agreed communication by the Parties.

7.6.
Seller, MCT subsidiary and Buyer have specified and reviewed the Sold Assets during the specification process according to the First Amendment ("Specification Process"). During the Specification Process, Buyer reviewed whether the Sold Assets are complete, in proper workable condition, fully functional and fit for their intended use. Seller guarantees that all Sold Asset which have been defined and marked as “A” (“A-Assets”), as specified in Attachment 7.6, will be transferred outside of PRC.

7.7.
During the Specification Process and according to Article 4 subs. K of the “First Amendment", Seller, MCT subsidiary and Buyer prepared an asset status list (“Asset Status”). The Asset Status list is attached as Attachment 7.7. The Asset Status contains the present "as-is" condition of all other Sold Assets other than the A-Assets as documented in the Specification Process.

7.8.
For the A-Assets contained in the Asset Status, Seller undertakes to repair defective assets and/or substitute missing A-Assets until the Delivery Date as specified in the Asset Status. In case Seller fails to comply with this obligation with regard to A-Assets, Buyer shall be entitled to reduce the purchase price according to book value of the relevant A-Asset in the Financial Statements of MCT subsidiary or OTI, as the case may be (“Book Value”).
 
 
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Furthermore, the Asset Status contains the allocation of the Sold Assets in three Groups as outlined below. Seller undertakes to deliver the Sold Assets according to the below outlined delivery schedule. It is understood that the transfer of the following assets shall be subject to the approval by the respective Chinese authorities and that the dates set forth below do not take into consideration the time period, which is unknown, necessary to obtain such approvals:

 
·
Group 1 = includes all Sold Assets which shall be packaged and to which transfer process to Buyer shall begin immediately following the Closing Date of this APA, but not later than the end of February 2010.
 
·
Group 2 = includes all Sold Assets, listed in Attachment 7.8., which facilitate the obligations of the existing agreement with Gemalto and Oberthur Card System (in accordance with Section 7.3 above) with whom Seller and/or MCT subsidiary have a binding supply agreement which is not assignable without the consent of Gemalto.
 
·
Group 3 = includes all Sold Assets, listed in Attachment 7.8., the transferral of which is subject to additional approval by Chinese authorities (“Additional Approval”).
 
7.9.
Seller and MCT subsidiary shall make commercially utmost efforts (with its then existing personnel) in gaining all necessary approvals from the respective Chinese authorities in order to enable the transfer of the Sold Assets specified in Group 1 to 3, as outlined in the Shut-Down Concept but (with no guarantee except for A-Assets) at the latest until the end of the shut down period of MCT subsidiary (“Shut-Down Period”). All costs and expenses in connection with this approval shall be borne by Seller.

 
In case and to the extent that MCT is not able to gain the Additional Approval for the assets included in Group 3 until the end of the Shut-Down Period, Seller shall store these assets in a warehouse named by Buyer at Buyer's expense.

7.10.
Seller shall start the transfer the Sold Assets included in Group 2 without undue delay to Buyer at the latest of (i) Gemalto has agreed to assign the supply agreement to Buyer, or agreed to subcontract it or to enter into another agreement to release Seller and/or MCT subsidiary from their obligations towards Gemalto, or (ii) such time that Buyer is ready to perform OTI orders as set forth in Section 7.2 above.

7.11.
In case Gemalto denies the assignment of its supply agreement with MCT subsidiary and Seller to Buyer prior to the expiration date of such agreement (until March 18, 2011), the Sold Assets included in Group 2 shall be transferred to Buyer immediately following March 18, 2011, provided that Seller or MCT subsidiary has obtained approval of the Chinese authorities for such transfer (the term between April 1st, 2010 and March 18th, 2011 shall be referred hereto as the “Transition Phase”)
 
 
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7.12.
During the Transition Phase, MCT subsidiary and Seller shall be entitled to perform the supply agreement with Gemalto by using their best effort but in good faith towards Gemalto to reduce business with Gemalto. If at all MCT subsidiary and Seller have to perform the supply agreement with Gemalto during the Transition Phase, the reasonable costs incurred during such period (after deducting the applicable revenues) as reflected in MCT subsidiary and Seller financial statements (“Financial Statements”) (where such costs do not serve any other customer and intercompany charges, but including necessary overhead) shall be borne equally between MCT subsidiary and Seller on one hand and Buyer on the other hand and paid by Buyer following the receipt of a cost report of the respective month provided by Seller; however with a cost limitation amounting and cumulated to Euro 500,000 for Buyer. The proceeds deriving from the supply agreement with Gemalto shall be entered into the Financial Statements of MCT subsidiary and Seller and shall reduce the cost for performing the services for Gemalto.
 
Nevertheless, during the Transition Phase, MCT subsidiary may serve not only Gemalto supply agreement, but also other customers (if permitted pursuant to Section 7.2 above), in which case MCT subsidiary and Seller shall bear all costs and shall have the rights to all revenues in connection with such other customers.

In case that Buyer assumes the supply agreement with Gemalto and Gemalto has agreed to the assumption, Seller guarantees that all products to be supplied under this supply agreement have a gross profit margin. Further on the Parties have to agree in coordination with Gemalto on the date to which the assumption shall be effected, but in any case not before the Closing Date.

Buyer does not assume warranty and guarantee liabilities for products shipped prior to the date the assumption becomes effective.
 
7.13. 
All title (free of third party rights) of all Sold Assets including the Sold Assets of Group 1, and 3 shall be transferred (free of third party rights) to Buyer on the Closing Date automatically. The title of the Sold Assets of Group 2 shall pass to Buyer after approval of Gemalto and/or Oberthur Card System (subject to Section 7.3 above), but in any case by the end of March 2011 at the latest.
 
 
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7.14.
Seller guarantees additionally:

 
7.14.1
To deliver and ship the A-Assets in the technical and functional state as documented and evaluated during the Specification Process in the Asset Status subject to sub-section 7.8 above, and subject to ordinary wear and tear. If this is not the case for the said assets, Seller shall be obliged to repair such defective assets and/or substitute such missing assets before delivery to Buyer to return it to be in the same condition as documented in the Asset Status subject to ordinary wear and tear. If Seller fails to comply with this obligation with regard to A-Assets, Buyer shall be entitled to reduce the purchase price according to respective Book Value;

 
7.14.2
To deliver and ship all other assets (not A-Assets) in the same "as-is" condition as documented in the Asset Status, subject to normal wear and tear. If this is not the case for the said assets, Seller shall be obliged to repair such defective assets and/or substitute such missing assets before delivery to Buyer to return it to be in the same condition as documented in the Asset Status. In case Seller fails to comply with this obligation with regard to said assets, Buyer shall be entitled to reduce the purchase price according to Book Value.

7.15.
For the avoidance of doubt, Buyer shall not be entitled to receive any rent, license or other fee with regards to the Sold Assets (Group 1, Group 2 and Group 3) still in possession of MCT subsidiary or Seller during the Transition Phase.

7.16.
Seller's obligations hereunder regarding pack and ship of the Sold Assets shall be to a production location named by Buyer. Buyer reserves the right to alter or amend its direction between Closing Date and shipping date at any time. The packing costs shall be borne by Seller solely. The shipping cost shall be shared 50/50 between Seller and Buyer until final destination.

7.17.
The Parties shall schedule the transfer of the Sold Assets as soon as practicable due to the time schedule outlined in this Article 7 in order to minimize the business impact on both Parties.
 
 
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Article 8 Representation and Warranties of Buyer
 
8.1
Buyer will have prior to the Closing Date sufficient funds to enable it to consummate the transactions contemplated herein and comply with its financial undertakings.
 
8.2
No Person has acted, directly or indirectly, as a broker, finder or financial advisor for the Buyer or to Buyer's knowledge to SMARTRAC Group in connection with the transactions contemplated by this Agreement that would result in the obligation of Seller to pay any finder’s fee, brokerage fee, commission or similar payment in connection with the transactions contemplated hereby.
 
Article 9 Closing Date

9.1.
“Closing Date” shall be the date on signing of this APA.

9.2
The Parties confirm that no closing conditions are required.
 
Article 10 Covenants

10.1.
From the Closing Date on, Seller shall cause MCT subsidiary to conduct and shut down the Business according to the Shut-Down Concept with due care of a prudent businessman and in the ordinary course, consistent with past practice, and use its best efforts to protect the Sold Assets from any damage or casualty loss, preserve intact the business organization of the Business and its relationships with third parties subject to MCT Shenzhen’s ability to do so under the circumstances of  its expected shut-down.

10.2.
From the Closing Date until the earlier of (i) designation of Buyer’s representative according to Section 7.4 above, or (ii) the shut-down of MCT subsidiary, Seller and MCT subsidiary shall promptly inform Buyer of all events or circumstances which, if existing or known on the Closing Date, would have been reasonably required to be disclosed to Buyer pursuant to Section 6.13 above.

10.3.
Seller shall comply and shall cause MCT subsidiary to comply with all necessary additional requirements and sign all additional documents, if necessary; e.g. to transfer of patents and trademarks immediately after the Closing Date and at any time upon request of Buyer and comply with all governmental and other regulations in order to effect the proper transfer of all Sold Assets including the Intellectual Property Rights pursuant to Section 2.2.2. and effect the registration of Buyer at the respective Patents and Trade Xxxx organizations. Buyer shall bear all costs and expenses relating to the transfer of Intellectual Property Rights.

 
14
 

Article 11 Non-Compete

11.1.
For a period of five years after the Closing Date, Seller shall not in any part of the world directly or indirectly, engage or invest in, own, manage, operate, finance or control, or participate in the ownership, management, operation, finance of, be employed by, associated with or in any manner connected with any business, group, entity and enterprise engaging in (i) the production of transponder using wire embedded technology, and/or (ii) wire embedded dual interface technology, and/or (iii) the production of Machinery as produced by MCT subsidiary prior to the date hereof (hereinafter “Special Business”), and/or (iv) render services or advice relating to the Special Business to any entity. However, the following activities shall be exempted from the covenant not to compete:

 
a)
The acquisition of a non-controlling interest in an entity engaged in the Special Business, not exceeding five percent of the capital and votes; or

 
b)
The acquisition of any business or any interest in an entity or group (exceeding 5% of the capital and votes) provided that the turnover of the Special Business in the total turnover of such entity or business in the fiscal year preceding the acquisition did not exceed 25% of the aggregate turnover of the acquired business, entity or group.

In case of an engagement of Seller in the Special Business, (i) Buyer does not waive rights in pursuing its license rights, and/or any exclusivity arrangements in place with Seller and, (ii) no implied license right and/or exclusivity arrangement is being granted to such Special Business as a result of such engagement. Any failure to act by Buyer does equally not imply the grant of a right derived from its intellectual property or the waiver of any exclusivity arrangements.

11.2.
Seller acknowledges that the restrictions contained in this Article 11 are fair and reasonable. If, at the time of enforcement of any provision of this Article 11, a court or other tribunal shall hold that the restrictions therein are unreasonable or unenforceable under circumstances then existing, the Parties agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area.

11.3.
In the event of any breach by Seller of any of the provisions of this Article 11, money damages may be inadequate and Buyer would have no adequate remedy at law. Accordingly, notwithstanding anything to the contrary contained in this APA, the Parties agree that Buyer shall have the rights, in addition to any other rights and the obligations under this Article 11, to seek an adequate remedy for such breach, in any court having jurisdiction over the matter, not only by an action for damages but also by an action or actions for specific performance, injunction and/or other equitable relief in order to enforce or prevent any violations (whether anticipatory, continuing or future) of the provisions of this Article 11.

 
15
 

Article 12 Limitation Period

The indemnification obligation by Seller pursuant to Article 4 expires five years after the Closing Date.

All other claims of SMARTRAC Group and/or Buyer arising under this APA shall become time-barred upon expiration of a period of 1 year after final installment according to Section 3.2., except as set forth in Article 11 (subject to the limitation therein).
 
Article 13 Undertaking
 
13.1.
Seller shall not directly or indirectly challenge all and any worldwide wire embedding related intellectual property rights related to inlay production of SMARTRAC Group existing as of the Closing Date, unless in response to a claim made by a member of the SMARTRAC Group.
 
13.2.
The Parties confirm that they already withdrew finally and irrevocably “with prejudice” all legal proceedings pursuant to Section 2.1 until 2.7 of the Agreement dated September 15th, 2009. The Parties, on behalf of themselves and their affiliates, predecessors, successors, assigns, executors, administrators, and each of their past, present and future officers, directors, employees, parents, subsidiaries, divisions, representatives, shareholders, trustees and agents, hereby release, waive, relinquish, renounce, and discharge each Party, and all of their affiliates, predecessors, successors, assigns, executors, administrators, and each of their past, present and future officers, directors, employees, parents, subsidiaries, divisions, representatives, shareholders, trustees and agents, and direct or indirect customers and vendors to the extent that claims arise from their use or resale of Parties products the use thereof from any and all claims, whether known or unknown, actions, suits, causes of action, liabilities, or controversies, that arise out of or are related to past-patent infringement claims prior to the Closing Date or resulting from activities agreed between the Parties until the shut-down of MCT subsidiary.
 
13.3. 
Notwithstanding Section 13.2 above, SMARTRAC Group will tolerate and will cause any other entity within SMARTRAC Group not to take any legal proceeding against any member of OTI Group with regard to the use of the existing wire embedded machines sold by OTI Group to the **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** ("XX XXX/ **THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** ") during the period commencing January 1, 2005 through December 31, 2006 based on following conditions:
 
 
· 
The machines are owned by the XX XXX/**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**. These machines must not be sold to third parties within or outside of China;
 
 
· 
The machines are being used for the production of Chinese government products These products must not be sold or transferred outside of China;
 
 
· 
SMARTRAC thus is giving no licence to the OTI/**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** JV and there will be no public acknowledgement concerning any tolerance as specified above;
 
 
· 
SMARTRAC reserves the right to challenge the use of the machines if one of the aforementioned conditions is not fulfilled;
 
 
· 
SMARTRAC shall provide remunerated services to the machines owned by the XX XXX/**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.**, if requested so;
 
 
· 
OTI and MCT shall have the right to continue its activity within the framework of the XX XXX/**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** and OTI and MCT activity in the framework of the XX XXX/**THE CONFIDENTIAL PORTION HAS BEEN SO OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND HAS BEEN FILED SEPARATELY WITH THE COMMISSION.** shall not be deemed a breach of its non competition obligation under this Agreement.
 
Article 14 Law and Jurisdiction
 
14.1.
Each Party to this APA hereby agrees and specifies that this APA shall be governed by and construed under the laws of the State of Delaware in the United States of America, without regard to principles of conflicts of laws and further agrees and specifies that such Party shall be subject to the jurisdiction of the courts of Delaware.
 
14.2.
Buyer may be served with legal process c/o National Registered Agents, Inc., 000 Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxxx, XX 00000 Delaware or at such Party’s address set forth above or if different, at the principal office of the Party wherever that office may be in the world at the time such service is made or attempted to be made, or at whatever address is permitted by the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil and Commercial Matters.
 
 
16
 
 
14.3.
Seller may be served with legal process c/o OTI America, Inc. 000 Xxxx Xxx. Xxxxx, Xxxxx 000, Xxxxxx, Xxx Xxxxxx 00000 or at such Party’s address set forth above or if different, at the principal office of the Party wherever that office may be in the world at the time such service is made or attempted to be made, or at whatever address is permitted by the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil and Commercial Matters.
 
14.4.
Each of the Parties commits to maintain the appointment of said agent of process for at least ten years from the Closing Date.
 
Article 15 Contradiction
 
This APA shall govern the subject matter thereof and supersedes the Agreement and the First Amendment in all respects and on the Closing Date the Agreement and the First Amendment shall be null and void with no further force and effect (except for the reference made herein).
 
Article 16 Miscellaneous
 
16.1.
Any changes or amendments to this agreement including any changes or amendments to this provision shall be in written form in order to be valid and binding.
 
16.2.
Any publication with regard to this APA and the Supply Agreement not yet made shall be mutually agreed and coordinated by the Parties.
 
16.3.
If a provision of this agreement is or becomes wholly or partially invalid, the validity of the remaining provisions of this agreement shall not be affected. The invalid provision shall be deemed to be replaced by a statute tolerable feasible provision which economically most closely reflects the purpose of the invalid provision. The same applies in the event that the agreement contains any omissions.
 
16.4
All notices and other communications under this APA (except for those required pursuant to Section 7.2.2 above) shall be in writing and shall be given or made by delivery in person (and shall be deemed to have been duly given upon such delivery), by overnight courier service (and shall be deemed to have been duly given two Working Days after delivery to the courier service), by facsimile (and shall be deemed to have been duly given after transmission in full with electronic confirmation of transmission if delivered during recipient’s business hours, or on the next Working Day if delivered after recipient’s business hours), or by registered or certified mail (postage prepaid, return receipt requested) (and shall be deemed to have been duly given five Working Days after delivery to the mail service) to the respective parties at the following addresses (or to such other address or facsimile number as a party may have specified by notice given to the other party pursuant to this provision):

 
17
 
 
If to Seller:
 
 
X.X.X. Xxxxxxxxxx Xxxx, Xxxx Xxxx 00000, XXXXXX
 
Tel: x000-0-000-0000
 
Fax: x000-0-000-0000
 
Attn.: Xxxx Xxxxxx, Chairman and CEO
 
With a copy to:
 
Zysman, Aharoni, Xxxxx & Xxx Xxxxxx & Co. Law offices
 
Beit Zion, 00-00 Xxxxxxxxx Xxxx., Xxx Xxxx 00000, Xxxxxx
 
Tel: x000-0-0000000
 
Fax: x000-0-0000000
 
Attn.: Xxxx Xxx Xxx, Attorney at Law
 
If to Buyer or SMARTRAC Group, to:
 
SMARTRAC X.X.
 
Xxxxxxxxxxxxxx 000
 
0000 XX Xxxxxxxxx
 
Xxx Xxxxxxxxxxx
 
Phone: x00 00 00 00 000
 
Fax: x00 00 00 00 000
 
Attn.: Xx. Xxxxxxxxx Xxxxxxx (CEO), Xxxxxxx Xxxxxxxx (CTO)

 
18
 
 
With a copy to:
 
Legal Department of SMARTRAC Group
 
c/o SMARTRAC Technology XxxX, Xxxxxxxxxx 00, 00000 Xxxxxxxxx, Xxxxxxx
 
Tel: x00 (000) 000000000
 
Fax: x00 (000) 00000000
 
Attn.: Xxxxxxxx xxx Xxxxxx, General Counsel
 
This Agreement may be executed in multiple counterparts, each of which when executed and delivered, shall be deemed an original, but all of which shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties have caused this APA to be executed by their respective officers thereunto duly authorized, as of the date first written above.
 
  SMARTRAC Singapore Trading PTE.
 
By: /s/ Xxxxxxxxx Xxx
 
Printed Name: Xxxxxxxxx Xxx
 
Printed Title: CFO
 
MILENNIUM CARD´s TECHNOLOGY LIMITED,

By:  /s/ Xxx Xxxxxxx
 
Printed Name: Xxx Xxxxxxx
 
Printed Title: President
 
 
By: /s/ Xxxx Xxxxxx
 
Printed Name: Xxxx Xxxxxx
 
Printed Title: CEO
 
By: /s/ Xxxxx Xxxx
 
Printed Name: Xxxxx Xxxx
 
Printed Title: CFO
 
 
19
 
 
SMARTRAC GUARENTEE
 
In reference to a certain Asset Purchase Agreement, dated as of December 22nd, 2009, (the “APA”), by and between Millennium Card´s Technology Limited, a Hong Kong corporation and On Track Innovations Ltd. on the one hand, and SMARTRAC Singapore Trading PTE, a Singapore corporation on the other hand, SMARTRAC N.V. hereby guarantees the fulfillment of the obligations, covenants and warranties of entities within SMARTRAC Group (as such term is defined in the APA) pursuant to the APA.
 
  SMARTRAC N.V.

By:  /s/ Xx. Xxxxxxxxx Xxxxxxx
 
Printed Name: Xx. Xxxxxxxxx Xxxxxxx
 
Printed Title: CEO
 
By:  /s/ Xxxxxxx Xxxxxxxx
 
Printed Name: Xxxxxxx Xxxxxxxx
 
Printed Title: CTO
 
 
20
 
 
Attachment 2.2.1                                           List of tangible assets
 
Attachment to the
Attachment 2.2.1
Other Equipment MCT
between MCT, OTI and SMARTRAC
  
 
Group
Imp.
MCT Category
Machine status
NAME
STM Asset No.
MCT Asset No.
Ser. No/Xxxxx.Xx.
Qty.
                   
3
A
Other equipment
Fully Operational
Server
MCT-10125
MCTSZCO010
06/04/25-15
1
  
3
A
Other equipment
Fully Operational
Small Power Generator
MCT-10126
MCTSZOF243
06/03/31-22
1
  
3
A
Other equipment
Fully Operational
UPS - Spare power source
MCT-10124
MCTSZOF025
06/03/31-23
1
  
3
A
Other equipment
Fully Operational
Air Compressing machine
MCT-10122
MCTSZOF244
06/03/31-24
1
  
3
B
Other equipment
Fully Operational
Long Oven-Dryer
MCT-10244
MCTSZOF494
06/11/30-40
1
  
3
A
Machinery
Fully Operational
Special Punching machine -Old
MCT-10127
MCTSZOF675
07/08/30-52
1
  
3
A
Other equipmen(OTC)
Fully Operational
UPS - Spare power source
MCT-10130
MCTSZOF651
07/06/30-47
1
  
3
A
Other equipmen(OTC)
Fully Operational
Air Compressing machine
  
MCTSZOF652
07/06/30-51
1
  
3
A
Other equipmen(OTC)
Fully Operational
Nitrogenous Generator
MCT-10131
MCTSZOF681
07/07/31-33
1
  
3
A
Other equipmen(OTC)
Fully Operational
UPS - Spare power source
MCT-10129
MCTSZOF729
07/12/31-51
1
  
3
A
Other equipment
Fully Operational
Big Power Generator
MCT-10121
MCTSZOF730
07/12/31-52
1
  
3
A
Other equipmen(OTC)
Fully Operational
Refrigerator room
MCT-10128
MCTSZOF618
07/05/26-32
1
  
3
C
Other equipment
Fully Operational
Air Compressing machine
MCT-10123
    
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO001
06/03/31-20
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO002
06/03/31-20
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO003
06/03/31-20
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO004
06/03/31-20
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO005
06/03/31-20
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO005
06/03/31-20
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO006
06/03/31-26
1
  
3
B
Office
Fully Operational
printer
  
MCTSZCO008
06/03/31-27
1
  
3
B
Office
Fully Operational
IBM-computer
  
MCTSZCO009
06/04/25-15
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO011
06/04/30-28
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO012
06/04/30-29
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO013
06/04/30-30
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO014
06/04/30-31
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO015
06/04/30-32
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO016
06/04/30-33
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO017
06/04/30-34
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO018
06/04/30-35
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO019
06/04/30-36
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO020
06/04/30-37
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO056R
06/05/19-6
1
  
3
B
Technical and R&D equipment
Fully Operational
computer
  
MCTSZCO042R
06/05/19-7
1
  
3
B
Technical and R&D equipment
Fully Operational
computer
  
MCTSZCO021
06/05/26-14
1
  
 
Attach.2.2.1 Other Equipm(MCT)
1/12
 
 
 
 
 
Attachment to the
Attachment 2.2.1
Other Equipment MCT
between MCT, OTI and SMARTRAC
  
 
Group
Imp.
MCT Category
Machine status
NAME
STM Asset No.
MCT Asset No.
Ser. No/Xxxxx.Xx.
Qty.
                   
3
B
Technical and R&D equipment
Fully Operational
computer
  
MCTSZCO022
06/05/26-14
1
  
3
B
Technical and R&D equipment
Fully Operational
computer
  
MCTSZCO023
06/05/26-14
1
  
3
B
Technical and R&D equipment
Fully Operational
computer
  
MCTSZCO024
06/05/26-14
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO025
06/05/26-14
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO026
06/05/26-14
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO027
06/05/26-14
1
  
3
B
Technical and R&D equipment
Fully Operational
computer
  
MCTSZCO028
06/05/26-14
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO029
06/05/26-14
1
  
3
B
Technical and R&D equipment
Fully Operational
computer
  
MCTSZCO030
06/05/26-14
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO031
06/06/28-35
1
  
3
B
Technical and R&D equipment
Fully Operational
computer
  
MCTSZCO032
06/06/28-35
1
  
3
B
Technical and R&D equipment
Fully Operational
computer
  
MCTSZCO033
06/06/28-35
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO034
06/06/28-35
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO035
06/06/28-35
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO036
06/06/28-35
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO037
06/06/28-35
1
  
3
B
Technical and R&D equipment
Fully Operational
computer
  
MCTSZCO038
06/06/28-35
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO039
06/06/28-35
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO040
06/06/28-35
1
  
3
B
Technical and R&D equipment
Fully Operational
computer
  
MCTSZCO057
06/07/31-49
1
  
3
B
Technical and R&D equipment
Fully Operational
computer
  
MCTSZCO058
06/07/31-49
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO059
06/07/31-49
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO060
06/07/31-49
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO063
06/07/31-49
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO064
06/07/31-49
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO065
06/07/31-49
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO066
06/07/31-49
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO061
06/07/31-49
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO062
06/07/31-49
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO068
06/10/24-6
1
  
3
B
Office
Broken and cannot be fixed
computer
  
MCTSZCO069
06/11/27-28
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO070
06/12/31-40
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO071
06/12/31-40
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO072
07/04/30-43
1
  
3
B
Office
Fully Operational
computer
  
MCTSZCO073
07/04/30-43
1
  
 
Attach.2.2.1 Other Equipm(MCT)
2/12
 
 
 
 
 
Attachment to the
Attachment 2.2.1
Other Equipment MCT
between MCT, OTI and SMARTRAC
  
 
Group
Imp.
MCT Category
Machine status
NAME
STM Asset No.
MCT Asset No.
Ser. No/Xxxxx.Xx.
Qty.
                     
3
B
Office
Fully Operational
computer
    
MCTSZCO074
07/04/30-43
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO075
07/04/30-43
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO076
07/04/30-43
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO077
07/05/31-41
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO078
07/05/31-41
1
  
3
B
Technical and R&D equipment
Fully Operational
computer
    
MCTSZCO079
07/05/31-41
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO080
07/05/31-41
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO103
07/08/30-49
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO104
07/08/30-49
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO105
07/08/30-49
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO106
07/09/30-49
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO107
07/09/30-49
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO108
07/10/31-30
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO109
07/10/31-30
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO110
07/11/30-57
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO111
08/09/30-36
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO112
08/09/30-36
1
  
3
B
Technical and R&D equipment
Fully Operational
computer
    
MCTSZCO113
08/09/30-36
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO114
08/10/31-43
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO115
08/10/31-43
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO116
08/11/30-33
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO081
07/05/26-32
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO082
07/05/26-32
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO083
07/05/26-32
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO084
07/05/26-32
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO085
07/05/26-32
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO086
07/05/26-32
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO087
07/05/26-32
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO088
07/05/26-32
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO089
07/08/20-13
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO090
07/08/20-13
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO091
07/08/20-13
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO092
07/08/20-13
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO093
07/08/20-13
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO094
07/08/20-13
1
  
 
Attach.2.2.1 Other Equipm(MCT)
3/12
 
 
 
 
 
Attachment to the
Attachment 2.2.1
Other Equipment MCT
between MCT, OTI and SMARTRAC
  
 
Group
Imp.
MCT Category
Machine status
NAME
STM Asset No.
MCT Asset No.
Ser. No/Xxxxx.Xx.
Qty.
                     
3
B
Office
Fully Operational
computer
    
MCTSZCO095
07/08/20-13
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO096
07/08/20-13
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO097
07/08/20-13
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO098
07/08/20-13
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO099
07/08/20-13
1
  
3
B
Office
Fully Operational
display
    
MCTSZCO100
07/08/20-13
1
  
3
B
Office
Fully Operational
display
    
MCTSZCO101
07/08/20-13
1
  
3
B
Office
Fully Operational
computer
    
MCTSZCO102
07/08/20-13
1
  
3
B
Office
Fully Operational
electrograph
    
MCTSZOF179R
06/03/24-7
1
  
3
B
Office
Fully Operational
tv
    
MCTSZOF181
06/03/24-7
1
  
3
B
Office
Fully Operational
cold store
    
MCTSZOF209
06/04/30-27
1
  
3
B
Office
Fully Operational
washing machine
    
MCTSZOF210
06/04/30-27
1
  
3
B
Office
Fully Operational
electrograph
    
MCTSZOF180
06/05/31-28
1
  
3
B
Office
Fully Operational
printer
    
MCTSZOF177
06/05/31-26
1
  
3
B
Office
Fully Operational
printer
    
MCTSZOF205
06/05/31-28
1
  
3
B
Office
Fully Operational
printer
    
MCTSZOF207
06/05/31-34
1
  
3
B
Office
Fully Operational
car
    
MCTSZOF248R
06/06/21-20
1
  
3
B
Office
Fully Operational
car
    
MCTSZOF249R
06/06/21-20
1
  
3
B
Office
Fully Operational
car
    
MCTSZOF250R
06/06/21-20
1
  
3
B
Office
Fully Operational
car
    
MCTSZOF251R
06/06/21-20
1
  
3
B
Office
Fully Operational
tangent
    
MCTSZOF254R
06/06/21-20
1
  
3
B
Office
Fully Operational
copying machine
    
MCTSZOF342
06/06/27-28
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF296
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF297
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF299
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF300
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF308
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF309
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF310
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF311
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF312
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF313
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF314
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF315
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF316
06/06/27-32
1
  
 
Attach.2.2.1 Other Equipm(MCT)
4/12
 
 
 
 
 
Attachment to the
Attachment 2.2.1
Other Equipment MCT
between MCT, OTI and SMARTRAC
  
 
Group
Imp.
MCT Category
Machine status
NAME
STM Asset No.
MCT Asset No.
Ser. No/Xxxxx.Xx.
Qty.
                     
3
B
Office
Fully Operational
book shelf
    
MCTSZOF317
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF318
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF319
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF320
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF321
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF322
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF323
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF324
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF334
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF326
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF327
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF328
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF329
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF331
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF332
06/06/27-32
1
  
3
B
Office
Fully Operational
book shelf
    
MCTSZOF333
06/06/27-32
1
  
3
B
Office
Fully Operational
sofa
    
MCTSZOF303
06/06/27-32
1
  
3
B
Office
Fully Operational
sofa
    
MCTSZOF304
06/06/27-32
1
  
3
B
Office
Fully Operational
meeting desk
    
MCTSZOF292
06/06/27-32
1
  
3
B
Office
Fully Operational
meeting desk
    
MCTSZOF293
06/06/27-32
1
  
3
B
Office
Fully Operational
meeting desk
    
MCTSZOF294
06/06/27-32
1
  
3
B
Office
Fully Operational
meeting desk
    
MCTSZOF295
06/06/27-32
1
  
3
B
Office
Fully Operational
tv
    
MCTSZOF340
06/06/28-40
1
  
3
B
Office
Fully Operational
tv
    
MCTSZOF341
06/06/28-40
1
  
3
B
Office
Fully Operational
water heater
    
MCTSZOF360R
06/07/20-35
1
  
3
B
Office
Fully Operational
water heater
    
MCTSZOF364R
06/07/31-46
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF365R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF366R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF367R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF368R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF369R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF370R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF371R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF372R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF373R
06/07/31-47
1
  
 
Attach.2.2.1 Other Equipm(MCT)
5/12
 
 
 
 
 
Attachment to the
Attachment 2.2.1
Asset Purchase Agreement
Other Equipment MCT
between MCT, OTI and SMARTRAC
  
 
Group
Imp.
MCT Category
Machine status
 NAME
STM Asset No.
MCT Asset No.
Ser. No/Xxxxx.Xx.
 Qty.
                     
3
B
Office
Fully Operational
chair
    
MCTSZOF374R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF375R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF376R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF377R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF378R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF379R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF380R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF381R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF382R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF383R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF384R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF385R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF386R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF387R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF388R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF389R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF390R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF391R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF392R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF393R
06/07/31-47
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF394R
06/07/31-47
1
  
3
B
Office
Fully Operational
Switch
    
MCTSZOF395R
06/07/31-49
1
  
3
B
Office
Fully Operational
printer
    
MCTSZOF447
06/09/13-9
1
  
3
B
Office
Fully Operational
printer
    
MCTSZOF448
06/09/13-9
1
  
3
B
Office
Fully Operational
water machine
    
MCTSZOF469
06/10/27-22
1
  
3
B
Office
Fully Operational
high shelf
    
MCTSZOF485
06/11/23-15
1
  
3
B
Office
Fully Operational
high shelf
    
MCTSZOF486
06/11/23-15
1
  
3
B
Office
Fully Operational
high shelf
    
MCTSZOF487
06/11/23-15
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF488
06/11/23-15
1
  
3
B
Office
Fully Operational
Cleaner
    
MCTSZOF489
06/11/30-36
1
  
3
B
Office
Fully Operational
printer
    
MCTSZOF491
06/11/30-39
1
  
3
B
Office
Fully Operational
Air conditioner
    
MCTSZOF682
07/07/31-40
1
  
3
B
Office
Fully Operational
Air conditioner
    
MCTSZOF683
07/07/31-40
1
  
3
B
Office
Fully Operational
Air conditioner
    
MCTSZOF684
07/07/31-40
1
  
3
B
Office
Fully Operational
printer
    
MCTSZOF491
07/04/30-38
1
  
 
Attach.2.2.1 Other Equipm(MCT)
6/12
 
 
 
 
 
Attachment to the
Attachment 2.2.1
Asset Purchase Agreement
Other Equipment MCT
between MCT, OTI and SMARTRAC
  
 
Group
Imp.
MCT Category
Machine status
NAME
STM Asset No.
MCT Asset No.
Ser. No/Xxxxx.Xx.
Qty.
                     
3
B
Other equipment
Fully Operational
Switch
    
MCTSZOF616
07/05/14-17
1
  
3
B
Other equipment
Fully Operational
Switch
    
MCTSZOF617
07/05/14-17
1
  
3
B
Office
Fully Operational
copying machine
    
MCTSZOF625
07/06/30-26
1
  
3
B
Office
Fully Operational
printer
    
MCTSZOF626
07/06/30-26
1
  
3
B
Office
Fully Operational
Switch
    
MCTSZOF627
07/06/30-26
1
  
3
B
Office
Fully Operational
Cleaner
    
MCTSZOF628
07/06/30-26
1
  
3
B
Office
Fully Operational
Cleaner
    
MCTSZOF629
07/06/30-26
1
  
3
B
Office
Fully Operational
cold store
    
MCTSZOF630
07/06/30-26
1
  
3
B
Office
Fully Operational
Carbinet
    
MCTSZOF631
07/06/30-29
1
  
3
B
Office
Fully Operational
Carbinet
    
MCTSZOF632
07/06/30-29
1
  
3
B
Office
Fully Operational
clothes stand
    
MCTSZOF633
07/06/30-29
1
  
3
B
Office
Fully Operational
clothes stand
    
MCTSZOF634
07/06/30-29
1
  
3
B
Office
Fully Operational
refrigeratory
    
MCTSZOF638
07/06/30-47
1
  
3
B
Office
Fully Operational
skin chair
    
MCTSZOF709
07/11/30-56
1
  
3
B
Office
Fully Operational
skin chair
    
MCTSZOF710
07/11/30-56
1
  
3
B
Office
Fully Operational
skin chair
    
MCTSZOF711
07/11/30-56
1
  
3
B
Office
Fully Operational
skin chair
    
MCTSZOF712
07/11/30-56
1
  
3
B
Office
Fully Operational
skin chair
    
MCTSZOF713
07/11/30-56
1
  
3
B
Office
Fully Operational
skin chair
    
MCTSZOF714
07/11/30-56
1
  
3
B
Office
Fully Operational
skin chair
    
MCTSZOF715
07/11/30-56
1
  
3
B
Office
Fully Operational
skin chair
    
MCTSZOF716
07/11/30-56
1
  
3
B
Office
Fully Operational
skin chair
    
MCTSZOF717
07/11/30-56
1
  
3
B
Office
Fully Operational
skin chair
    
MCTSZOF718
07/11/30-56
1
  
3
B
Office
Fully Operational
skin chair
    
MCTSZOF719
07/11/30-56
1
  
3
B
Office
Fully Operational
skin chair
    
MCTSZOF720
07/11/30-56
1
  
3
B
Office
Fully Operational
meeting chair
    
MCTSZOF722
07/11/30-56
1
  
3
B
Office
Fully Operational
meeting chair
    
MCTSZOF723
07/11/30-56
1
  
3
B
Other equipment
Fully Operational
Desk
    
MCTSZOF724
07/11/30-56
1
  
3
B
Other equipment
Fully Operational
Steel Workbench
    
MCTSZOF120R
06/03/09-1
1
  
3
B
Other equipment
Fully Operational
product line
    
MCTSZOF121R
06/03/09-1
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF136R
06/03/31-19
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF137R
06/03/31-19
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF138R
06/03/31-19
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF139R
06/03/31-19
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF140R
06/03/31-19
1
  
 
Attach.2.2.1 Other Equipm(MCT)
7/12
 
 
 
 
 
Attachment to the
Attachment 2.2.1
Asset Purchase Agreement
Other Equipment MCT
between MCT, OTI and SMARTRAC
  
 
Group
Imp.
MCT Category
Machine status
NAME
STM Asset No.
MCT Asset No.
Ser. No/Xxxxx.Xx.
Qty.
                     
3
B
Office
Fully Operational
shelf
    
MCTSZOF141R
06/03/31-19
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF142R
06/03/31-19
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF143R
06/03/31-19
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF144R
06/03/31-19
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF145R
06/03/31-19
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF146R
06/03/31-19
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF147R
06/03/31-19
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF148R
06/03/31-19
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF149R
06/03/31-19
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF150R
06/03/31-19
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF151R
06/03/31-19
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF152R
06/03/31-19
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF153R
06/03/31-19
1
  
3
B
Other equipment
Fully Operational
Switch
    
MCTSZOF242
06/03/31-21
1
  
3
B
Other equipment
Fully Operational
Cleaner
    
MCTSZOF027
06/04/10-2
1
  
3
B
Other equipment
Fully Operational
Cooling machine
    
MCTSZOF028R
06/04/30-22
1
  
3
B
Other equipment
Fully Operational
Cutting machine
    
MCTSZOF029R
06/04/30-22
1
  
3
B
Other equipment
Fully Operational
Dripping machine
    
MCTSZOF030R
06/04/30-22
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF130R
06/04/30-22
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF131R
06/04/30-22
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF132R
06/04/30-22
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF133R
06/04/30-22
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF134R
06/04/30-22
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF135R
06/04/30-22
1
  
3
B
Other equipment
Fully Operational
Product line component
    
MCTSZOF121R
06/05/31-16
1
  
3
B
Other equipment
Fully Operational
Cooling machine
    
MCTSZOF040R
06/05/31-17
1
  
3
B
Other equipment
Fully Operational
Oven
    
MCTSZOF240
06/05/31-30
1
  
3
B
Office
Fully Operational
Desk
    
MCTSZOF298
06/06/27-32
1
  
3
B
Office
Fully Operational
Desk
    
MCTSZOF301
06/06/27-32
1
  
3
B
Office
Fully Operational
Desk
    
MCTSZOF325
06/06/27-32
1
  
3
B
Office
Fully Operational
Desk
    
MCTSZOF330
06/06/27-32
1
  
3
B
Office
Fully Operational
Desk
    
MCTSZOF302
06/06/27-32
1
  
3
B
Office
Fully Operational
Desk
    
MCTSZOF289
06/06/27-32
1
  
3
B
Office
Fully Operational
Desk
    
MCTSZOF290
06/06/27-32
1
  
3
B
Office
Fully Operational
Desk
    
MCTSZOF291
06/06/27-32
1
  
 
Attach.2.2.1 Other Equipm(MCT)
8/12
 
 
 
 
 
Attachment to the
Attachment 2.2.1
Asset Purchase Agreement
Other Equipment MCT
between MCT, OTI and SMARTRAC
  
 
Group
Imp.
MCT Category
Machine status
NAME
STM Asset No.
MCT Asset No.
Ser. No/Xxxxx.Xx.
Qty.
                     
3
B
Office
Fully Operational
Desk
    
MCTSZOF305
06/06/27-32
1
  
3
B
Office
Fully Operational
Cabinet
    
MCTSZOF306
06/06/27-32
1
  
3
B
Office
Fully Operational
Cabinet
    
MCTSZOF307
06/06/27-32
1
  
3
B
Other equipment
Fully Operational
Stress machine
    
MCTSZOF261R
06/06/28-34
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF353R
06/07/20-42
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF354R
06/07/20-42
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF355R
06/07/20-42
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF356R
06/07/20-42
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF348R
06/07/20-42
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF349R
06/07/20-42
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF350R
06/07/20-42
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF351R
06/07/20-42
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF352R
06/07/20-42
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF358R
06/07/20-42
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF359R
06/07/20-42
1
  
3
B
Other equipment
Fully Operational
Cutting machine
    
MCTSZOF434
06/09/30-42
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF470
06/10/31-27
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF471
06/10/31-27
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF472
06/10/31-27
1
  
3
B
Office
Fully Operational
shelf
    
MCTSZOF473
06/10/31-27
1
  
3
B
Office
Fully Operational
Desk
    
MCTSZOF483
06/11/23-15
1
  
3
B
Office
Fully Operational
Desk
    
MCTSZOF484
06/11/23-15
1
  
3
B
Other equipment
Fully Operational
Packing machine
    
MCTSZOF490
06/11/30-36
1
  
3
B
Other equipment
Fully Operational
Coarseness instrument
    
MCTSZOF611
07/5/31-32
1
  
3
B
Other equipment
Fully Operational
Balance
    
MCTSZOF613
07/6/30-25
1
  
3
B
Other equipmen(OTC)
Fully Operational
Save
    
MCTSZOF739
08/07/31-24
1
  
3
B
Other equipment
Fully Operational
Packing Bench
    
MCTSZOF740
08/08/31-30
1
  
3
B
Other equipment
Fully Operational
Scrapping machine
    
MCTSZOF741
08/10/31-24
1
  
3
B
Other equipment
Fully Operational
Punching moudle
    
MCTSZOF228R
06/05/19-6
1
  
3
B
Other equipment
Fully Operational
Shelf
    
MCTSZOF229R
06/05/19-6
1
  
3
B
Other equipment
Fully Operational
Smooth machine
    
MCTSZOF241
06/05/31-28
1
  
3
B
Other equipment
Fully Operational
Smooth machine
    
MCTSZOF256
06/06/15-5
1
  
3
B
Other equipment
Fully Operational
Cutting machine
    
MCTSZOF257
06/06/15-5
1
  
3
B
Other equipment
Fully Operational
Smooth machine
    
MCTSZOF246R
06/06/21-20
1
  
3
B
Other equipment
Fully Operational
Smooth machine
    
MCTSZOF247R
06/06/21-20
1
  
 
Attach.2.2.1 Other Equipm(MCT)
9/12
 
 
 
 
 
Attachment to the
Attachment 2.2.1
Asset Purchase Agreement
Other Equipment MCT
between MCT, OTI and SMARTRAC
  
 
Group
Imp.
MCT Category
Machine status
NAME
STM Asset No.
MCT Asset No.
Ser. No/Xxxxx.Xx.
Qty.
                     
3
B
Other equipment
Fully Operational
Smooth machine
    
MCTSZOF252R
06/06/21-20
1
  
3
B
Other equipment
Fully Operational
Cleaner
    
MCTSZOF343R
06/06/28-34.
1
  
3
B
Other equipment
Fully Operational
Cutting machine
    
MCTSZOF218
06/06/28-36
1
  
3
B
Other equipment
Fully Operational
Cutting machine
    
MCTSZOF219
06/06/28-37
1
  
3
B
Other equipment
Fully Operational
Hygroscopic machine
    
MCTSZOF357R
06/07/20-42
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF501R
06/12/31-36
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF502R
06/12/31-36
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF503R
06/12/31-36
1
  
3
B
Other equipment
Fully Operational
aiguille
    
MCTSZOF547
07/01/31-28
1
  
3
B
Other equipment
Fully Operational
Balance
    
MCTSZOF612
07/06/30-25
1
  
3
B
Other equipment
Fully Operational
Jaw cart
    
MCTSZOF731
07/12/31-70
1
  
3
B
Other equipment
Fully Operational
Cover
    
MCTSZOF619
07/06/30-18
1
  
3
B
Other equipment
Fully Operational
Cover
    
MCTSZOF620
07/06/30-18
1
  
3
B
Other equipmen(OTC)
Fully Operational
Hygroscopic machine
    
MCTSZOF621
07/06/30-26
1
  
3
B
Other equipmen(OTC)
Fully Operational
Hygroscopic machine
    
MCTSZOF622
07/06/30-26
1
  
3
B
Other equipmen(OTC)
Fully Operational
Hygroscopic machine
    
MCTSZOF623
07/06/30-26
1
  
3
B
Other equipmen(OTC)
Fully Operational
Cleaner
    
MCTSZOF624
07/06/30-26
1
  
3
B
Other equipmen(OTC)
Fully Operational
nitrogenous carbinet
    
MCTSZOF635
07/06/30-47
1
  
3
B
Other equipmen(OTC)
Fully Operational
nitrogenous carbinet
    
MCTSZOF636
07/06/30-47
1
  
3
B
Other equipmen(OTC)
Fully Operational
nitrogenous carbinet
    
MCTSZOF637
07/06/30-47
1
  
3
B
Other equipment
Fully Operational
Cooling machine
    
MCTSZOF639
07/06/30-47
1
  
3
B
Other equipmen(OTC)
Fully Operational
Transformer
    
MCTSZOF640
07/06/30-47
1
  
3
B
Other equipmen(OTC)
Fully Operational
Transformer
    
MCTSZOF641
07/06/30-47
1
  
3
B
Other equipmen(OTC)
Fully Operational
Transformer
    
MCTSZOF642
07/06/30-47
1
  
3
B
Other equipmen(OTC)
Fully Operational
Transformer
    
MCTSZOF643
07/06/30-47
1
  
3
B
Other equipmen(OTC)
Fully Operational
Transformer
    
MCTSZOF644
07/06/30-47
1
  
3
B
Other equipmen(OTC)
Fully Operational
Transformer
    
MCTSZOF645
07/06/30-47
1
  
3
B
Other equipmen(OTC)
Fully Operational
Transformer
    
MCTSZOF646
07/06/30-47
1
  
3
B
Other equipmen(OTC)
Fully Operational
Transformer
    
MCTSZOF647
07/06/30-47
1
  
3
B
Other equipmen(OTC)
Fully Operational
Transformer
    
MCTSZOF648
07/06/30-47
1
  
3
B
Other equipmen(OTC)
Fully Operational
Transformer
    
MCTSZOF649
07/06/30-47
1
  
3
B
Other equipmen(OTC)
Fully Operational
Transformer
    
MCTSZOF650
07/06/30-47
1
  
3
B
Other equipmen(OTC)
Fully Operational
nitrogenous carbinet
    
MCTSZOF653
07/06/30-51
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF654
07/07/31-28
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF655
07/07/31-28
1
  
 
Attach.2.2.1 Other Equipm(MCT)
10/12
 
 
 
 
 
Attachment to the
Attachment 2.2.1
Asset Purchase Agreement
Other Equipment MCT
between MCT, OTI and SMARTRAC
  
 
Group
Imp.
MCT Category
Machine status
NAME
STM Asset No.
MCT Asset No.
Ser. No/Xxxxx.Xx.
Qty.
                     
3
B
Office
Fully Operational
desk
    
MCTSZOF656
07/07/31-28
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF657
07/07/31-28
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF658
07/07/31-28
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF659
07/07/31-28
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF660
07/07/31-28
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF661
07/07/31-28
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF662
07/07/31-28
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF663
07/07/31-28
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF664
07/07/31-28
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF665
07/07/31-28
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF666
07/07/31-28
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF667
07/07/31-28
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF668
07/07/31-28
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF669
07/07/31-28
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF670
07/07/31-28
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF671
07/07/31-28
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF672
07/07/31-28
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF673
07/07/31-28
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF674
07/07/31-28
1
  
3
B
Other equipmen(OTC)
Fully Operational
shelf (cold store)
    
MCTSZOF676
07/07/31-28
1
  
3
B
Other equipmen(OTC)
Fully Operational
shelf (cold store)
    
MCTSZOF677
07/07/31-28
1
  
3
B
Other equipmen(OTC)
Fully Operational
shelf (store)
    
MCTSZOF678
07/07/31-28
1
  
3
B
Other equipmen(OTC)
Fully Operational
shelf (store)
    
MCTSZOF679
07/07/31-28
1
  
3
B
Office
Fully Operational
garbage bin
    
MCTSZOF680
07/07/31-28
1
  
3
B
Other equipmen(OTC)
Fully Operational
shelf (cold store)
    
MCTSZOF690
07/09/30-44
1
  
3
B
Other equipmen(OTC)
Fully Operational
shelf (cold store)
    
MCTSZOF691
07/09/30-44
1
  
3
B
Other equipmen(OTC)
Fully Operational
shelf (cold store)
    
MCTSZOF692
07/09/30-44
1
  
3
B
Other equipmen(OTC)
Fully Operational
shelf (cold store)
    
MCTSZOF693
07/09/30-44
1
  
3
B
Other equipmen(OTC)
Fully Operational
shelf (cold store)
    
MCTSZOF694
07/09/30-44
1
  
3
B
Other equipmen(OTC)
Fully Operational
shelf (cold store)
    
MCTSZOF695
07/09/30-44
1
  
3
B
Other equipmen(OTC)
Fully Operational
shelf (store)
    
MCTSZOF696
07/09/30-44
1
  
3
B
Other equipmen(OTC)
Fully Operational
shelf (store)
    
MCTSZOF697
07/09/30-44
1
  
3
B
Other equipmen(OTC)
Fully Operational
shelf (store)
    
MCTSZOF698
07/09/30-44
1
  
3
B
Other equipmen(OTC)
Fully Operational
shelf (store)
    
MCTSZOF699
07/09/30-44
1
  
3
B
Other equipmen(OTC)
Fully Operational
shelf (store)
    
MCTSZOF700
07/09/30-44
1
  
 
Attach.2.2.1 Other Equipm(MCT)
11/12
 
 
 
 
 
Attachment to the
Attachment 2.2.1
Asset Purchase Agreement
Other Equipment MCT
between MCT, OTI and SMARTRAC
  
 
Group
Imp.
MCT Category
Machine status
NAME
STM Asset No.
MCT Asset No.
Ser. No/Xxxxx.Xx.
Qty.
                     
3
B
Other equipmen(OTC)
Fully Operational
shelf (store)
    
MCTSZOF701
07/09/30-44
1
  
3
B
Other equipmen(OTC)
Fully Operational
shelf (store)
    
MCTSZOF702
07/09/30-44
1
  
3
B
Other equipmen(OTC)
Fully Operational
shelf (store)
    
MCTSZOF703
07/09/30-44
1
  
3
B
Other equipmen(OTC)
Fully Operational
desk
    
MCTSZOF704
07/09/30-44
1
  
3
B
Other equipmen(OTC)
Fully Operational
desk
    
MCTSZOF705
07/09/30-44
1
  
3
B
Other equipmen(OTC)
Fully Operational
Ultrasonic cleaning machine
    
MCTSZOF707
07/11/30-43
1
  
3
B
Office
Fully Operational
Desk
    
MCTSZOF708
07/11/30-43
1
  
3
B
Office
Fully Operational
Desk
    
MCTSZOF721
07/11/30-56
1
  
3
B
Office
Fully Operational
meeting chair
    
MCTSZOF732
07/12/31-66
1
  
3
B
Office
Fully Operational
meeting chair
    
MCTSZOF733
07/12/31-66
1
  
3
B
Office
Fully Operational
meeting chair
    
MCTSZOF734
07/12/31-66
1
  
3
B
Office
Fully Operational
chair
    
MCTSZOF735
07/12/31-66
1
  
3
B
Office
Fully Operational
desk
    
MCTSZOF736
07/12/31-66
1
  
3
B
Other equipmen(OTC)
Fully Operational
nitrogenous carbinet
    
MCTSZOF726
07/12/31-66
1
  
3
B
Other equipmen(OTC)
Fully Operational
nitrogenous carbinet
    
MCTSZOF727
07/12/31-66
1
  
3
B
Other equipmen(OTC)
Fully Operational
nitrogenous carbinet
    
MCTSZOF728
07/12/31-66
1
  
3
B
Other equipmen(OTC)
Fully Operational
vacuum pump
    
MCTSZOF737
08/01/31-14
1
  
3
B
Other equipment
Fully Operational
electrical machine
  
MCT-10121
MCTSZOF738
08/01/31-15
1
  
3
B
Other equipmen(OTC)
Fully Operational
Spectrum machine
    
MCTSZEL001
06/04/30-26
1
  
3
B
Office
Fully Operational
Hygroscopic machine
    
MCTSZOF339R
06/06/28-37
1
  
3
B
all removable fixtures
Fully Operational
located at SZ site
        
1
  
 
Attach.2.2.1 Other Equipm(MCT)
12/12
 
 
 
 
 
Attachment to the
Attachment 2.2.1
Asset Purchase Agreement
Module Line OTI
between MCT, OTI and SMARTRAC
  
 
     
MCT Asset
        
New Asset
Group
Imp.
Category
No./location
Machine status
Name
Type
Qty.
Number
               
 
1
A
Machinery (OTC)
OTISZME029
Fully Operational
Scienscope View-X X-Ray Imagine & Inspection System
  
1
MCT-10081
1
A
Machinery (OTC)
OTISZME032
Fully Operational
NIKON MM-800 Measuring Microscope
  
1
MCT-10082
1
A
Machinery (OTC)
OTISZME039
Fully Operational
SFT9200 Fluorescent X-Ray Coating Thickness Gauge
  
1
MCT-10083
1
A
Machinery (OTC)
OTISZME040
Fully Operational
DageSeries-4000 Bondtester
  
1
MCT-10087
1
A
Machinery (OTC)
OTISZME034
Fully Operational
Thermal Shock Chamber
  
1
MCT-10117
1
A
Machinery (OTC)
OTISZME035
Fully Operational
Programmable Temperature/Humidity Camber
  
1
MCT-10116
1
A
Machinery (OTC)
OTISZME036
Fully Operational
Salt Sprat Tester
  
1
MCT-10115
1
A
Machinery (OTC)
OTISZME041
Fully Operational
Pressure Xxxx Tester
  
1
MCT-10114
1
A
Machinery (OTC)
OTISZME038
Fully Operational
Port View 300CNC
  
1
MCT-10084
1
A
Machinery (OTC)
  
Only parts or frame
Xxxxxxxxx Service & Parts (*1)
  
1
  
1
A
Machinery (OTC)
OTISZME033
Fully Operational
Precticle counter
  
1
MCT-10085
1
A
Machinery (OTC)
OTISZME037
Fully Operational
Anti static machines
  
1
MCT-10281
1
A
Machinery (OTC)
OTISZME042
Fully Operational
NIKON SMZ645
  
1
MCT-10086
1
A
Machinery (OTC)
OTISZME031
Fully Operational
NIKON Microscope
  
1
MCT-10088
1
A
Machinery (OTC)
  
Only parts or frame
Board exchange (**2)
  
1
  
1
A
Machinery (OTC)
0071
Only parts or frame
  
PCB (RAM Board)
1
  
1
A
Machinery (OTC)
’0034
Only parts or frame
  
SOLENOID V/V(Ejector)
1
  
1
A
Machinery (OTC)
OTISZME013
Fully Operational
Die Bonder 2008
Die Bonding M/C
1
MCT-10091
1
A
Machinery (OTC)
0052-1
Only parts or frame
  
Force Control Bond Head Belt
10
  
1
A
Machinery (OTC)
0052-2
Only parts or frame
  
5-PHASE MOTOR
1
  
1
A
Machinery (OTC)
0054
Only parts or frame
  
EXPANSION MOTOR DIGT ENC
1
  
1
A
Machinery (OTC)
0053
Only parts or frame
  
PCB SENSOR LOGK
1
  
1
A
Machinery (OTC)
0057
Only parts or frame
  
EXPANSION PART(CAPA’)
7
  
1
A
Machinery (OTC)
  
Only parts or frame
  
(Disense Nozzle)
17
  
1
A
Machinery (OTC)
F3D-02-01
Only parts or frame
  
FIBER CABLE
1
  
1
A
Machinery (OTC)
F3D-02-01
Only parts or frame
  
TOGLE SWITCH(BUFFER)
1
  
1
A
Machinery (OTC)
’0071
Only parts or frame
  
PCB W COMP VCPUOODE 16MHZ
1
  
1
A
Machinery (OTC)
’0065
Only parts or frame
  
BELT TOOTHED 10T 2.5/285
5
  
1
A
Machinery (OTC)
’0068
Only parts or frame
  
BELT TOOTHED
5
  
1
A
Machinery (OTC)
’0063
Only parts or frame
  
Z-BELT 10T/2.5/177.5
4
  
1
A
Machinery (OTC)
OTISZME014
Fully Operational
Part of Die Bonder
Curing System M/C
1
MCT-10092
1
A
Machinery (OTC)
OTISZME017
Fully Operational
Wire Bonder
Wire Bonding M/C
1
MCT-10093
1
A
Machinery (OTC)
OTISZME015
Fully Operational
Wire Bonder
Wire Bonding M/C
1
MCT-10094
1
A
Machinery (OTC)
  
Only parts or frame
  
EFO
9
  
1
A
Machinery (OTC)
  
Only parts or frame
  
Heater Block
11
  
1
A
Machinery (OTC)
OTISZME016
Fully Operational
Wire Bonder
Wire Bonding M/C
1
MCT-10095
1
A
Machinery (OTC)
’0072
Only parts or frame
Spare Part
PCB DRIVER INDEX CLAMPS
1
  
1
A
Machinery (OTC)
OTISZME018
Only parts or frame
Part of Encapsulation M/C
Curing System M/C
1
MCT-10096
1
A
Machinery (OTC)
OTISZME018
Only parts or frame
Encapsulation
Automatic Chip Encapsulation M/C
1/2
MCT-10097
1
A
Machinery (OTC)
OTISZME018
Only parts or frame
Part of_Encapsulation M/C
Spool
1
MCT-10098
1
A
Machinery (OTC)
OTISZME018
Only parts or frame
Spare Parts
MEASURE THICKNESS PAD
1
MCT-10100
1
A
Machinery (OTC)
0034
Only parts or frame
  
SOLENOID V/V
1
  
1
A
Machinery (OTC)
  
Only parts or frame
  
PISTON
12
  
1
A
Machinery (OTC)
0036
Only parts or frame
  
DEEPGROOVE BALL BEARING
2
  
1
A
Machinery (OTC)
F3D-02-01
Only parts or frame
  
HEAD SLIDE BLOCK
1
  
1
A
Machinery (OTC)
  
Only parts or frame
  
U.V SOCKET
1
  
1
A
Machinery (OTC)
  
Only parts or frame
  
HEATER
2
  
1
A
Machinery (OTC)
0040
Only parts or frame
  
BRAKE SHOE
2
  
1
A
Machinery (OTC)
0041
Only parts or frame
  
XXXX
2
  
1
A
Machinery (OTC)
0042
Only parts or frame
  
PLAIN BEARING XXXX
4
  
1
A
Machinery (OTC)
0044
Only parts or frame
  
LSULATING BUSING
6
  
1
A
Machinery (OTC)
0045
Only parts or frame
  
CONNECTOR-CLIP
3
  
1
A
Machinery (OTC)
0046
Only parts or frame
  
PAD
1
  
1
A
Machinery (OTC)
0047
Only parts or frame
  
HOSE CONNECTION FOR DISTRIBOLT
27
  
1
A
Machinery (OTC)
0048
Only parts or frame
  
SHAFT
9
  
1
A
Machinery (OTC)
0049
Only parts or frame
  
NOZZLE
16
  
1
A
Machinery (OTC)
0050
Only parts or frame
  
NOZZLE
6
  
1
A
Machinery (OTC)
’0012
Only parts or frame
  
SHAFT AIR CYLINDER
13
  
1
A
Machinery (OTC)
  
Only parts or frame
  
PISTON O-RING
100
  
1
A
Machinery (OTC)
’0014
Only parts or frame
Spare Parts
HEATER CONTROLLER
5
  
1
A
Machinery (OTC)
’0015
Only parts or frame
  
HEATER CONTROLLER SOCKET
1
  
1
A
Machinery (OTC)
’0016
Only parts or frame
  
THEROMO SWITCH
6
  
1
A
Machinery (OTC)
’0017
Only parts or frame
  
CONNECTOR
2
  
1
A
Machinery (OTC)
F3D-02-01
Only parts or frame
  
U.V LAMP
2
  
1
A
Machinery (OTC)
’0019
Only parts or frame
  
RELAY
2
  
1
A
Machinery (OTC)
’0022
Only parts or frame
  
TOOTHED VELT
1
  
1
A
Machinery (OTC)
’0023
Only parts or frame
  
DIODE PLUG SQUARE
2
  
1
A
Machinery (OTC)
’0030
Only parts or frame
  
TAPE SENSOR BOAD
1
  
1
A
Machinery (OTC)
’0026
Only parts or frame
  
DOOR LOCKING BOLT
6
  
1
A
Machinery (OTC)
0027
Only parts or frame
  
SETPING MOTOR
2
  
1
A
Machinery (OTC)
0028
Only parts or frame
  
SERVO MOTOR
2
  
1
A
Machinery (OTC)
  
Only parts or frame
  
TAPE SENSOR BOARD LIGHT EMITTING
3
  
1
A
Machinery (OTC)
  
Only parts or frame
  
TAPE SENSOR BOARD LIGHT RECEIVING
6
  
1
A
Machinery (OTC)
  
Only parts or frame
  
OPTICAL POSITION BOARD LIGHT EMITTING
7
  
1
A
Machinery (OTC)
  
Only parts or frame
  
OPTICAL POSITION BOARD LIGHT RECEIVING
2
  
1
A
Machinery (OTC)
F3D-02-01
Only parts or frame
  
DOSING DRIVE SENSOR BOARD
2
  
1
A
Machinery (OTC)
F3D-02-01
Only parts or frame
  
PAPER TRANSFER SENSOR
1
  
1
A
Machinery (OTC)
0008
Only parts or frame
  
CONTROL CABLE
2
  
1
A
Machinery (OTC)
0009
Only parts or frame
  
IN PUT O-RING
190
  
1
A
Machinery (OTC)
0010
Only parts or frame
  
XXXX-XXX XXXX
0
  
0
X
Xxxxxxxxx (XXX)
XXXXXXX000
Fully Operational
Part of Encapsulation M/C
Automatic Chip Encapsulation M/C
2/2
MCT-10099
1
A
Machinery (OTC)
  
Fully Operational
Encapsulation M/C
Epoxy Tank/Nozzle
1
  
1
A
Machinery (OTC)
OTISZME018
Fully Operational
Part of Encapsulation M/C
Thickness Gauge
1
MCT-10100
1
A
Machinery (OTC)
OTISZME019
InFully Operational
Mold
Molding M/C - QUIN
1
MCT-10102
1
A
Machinery (OTC)
OTISZME020
Fully Operational
Mold
Molding M/C - ASM
1
MCT-10103
1
A
Machinery (OTC)
  
Fully Operational
Part of Mold M/C
Loading & Unloading parts
2
  
1
A
Machinery (OTC)
  
Fully Operational
Part of Mold M/C
Chase Lift
1
  
1
A
Machinery (OTC)
  
Fully Operational
Part of Mold M/C
Work Table
1
  
1
A
Machinery (OTC)
  
Fully Operational
Part of Mold M/C
TOP MOLD CHASE
1
  
1
A
Machinery (OTC)
  
Fully Operational
Part of Mold M/C
BOTTOM MOLD CHASE
1
  
1
A
Machinery (OTC)
  
Fully Operational
Part of Mold M/C
ATTACHMENT PART
1
  
1
A
Machinery (OTC)
  
Fully Operational
Part of Mold M/C
MIDDLE PLATE
1
  
1
A
Machinery (OTC)
OTISZME022
Fully Operational
Trim
Trim M/C
1
MCT-10104
1
A
Machinery (OTC)
0003
Only parts or frame
Spare Part
CUTTING BTM MOLD
1
  
1
A
Machinery (OTC)
OTISZME023
Fully Operational
Trim
Trim M/C
1
MCT-10105
1
A
Machinery (OTC)
  
Fully Operational
Part of Trim M/C
Dust Collector
1
MCT-10106
1
A
Machinery (OTC)
  
Only parts or frame
  
TRIM PUNCH “A”
1
  
1
A
Machinery (OTC)
  
Only parts or frame
  
DETECTOR PUNCH “A”
8
  
1
A
Machinery (OTC)
  
Only parts or frame
  
DETECTOR PUNCH “B”
8
  
1
A
Machinery (OTC)
OTISZME024
Fully Operational
Test
Test M/C
1
MCT-10107
 
Attach 2.2.1 Module Line (OTI)
1/2
 
 
 
 
 
Attachment to the
Attachment 2.2.1
Asset Purchase Agreement
Module Line OTI
between MCT, OTI and SMARTRAC
  
 
     
MCT Asset
        
New Asset
Group
Imp.
Category
No./location
Machine status
Name
Type
Qty.
Number
                 
1
A
Machinery (OTC)
0004
  
Spare Part
TEST PIN BOARD
4
  
1
A
Machinery (OTC)
OTISZME025
Fully Operational
Test
Test M/C
1
MCT-10108
1
A
Machinery (OTC)
  
Only parts or frame
Part of Test M/C
Spool
1
  
1
A
Machinery (OTC)
  
Only parts or frame
Part of Test M/C
Spool
1
  
1
A
Machinery (OTC)
  
Only parts or frame
Part of Test M/C
Dust Collector
1
  
1
A
Machinery (OTC)
MCTSZME023
InFully Operational
Test
Test M/C
1
MCT-10109
1
A
Machinery (OTC)
  
Only parts or frame
Part of Test M/C
Spool
1
  
1
A
Machinery (OTC)
  
Only parts or frame
Part of Test M/C
Spool
1
  
1
A
Machinery (OTC)
  
Only parts or frame
Part of Test M/C
Dust Collector
1
  
1
A
Machinery (OTC)
  
Only parts or frame
  
CIRCUIT PUNCH TOP
1
  
1
A
Machinery (OTC)
  
Only parts or frame
  
CIRCUIT PUNCH BTM
2
  
1
A
Machinery (OTC)
  
Only parts or frame
  
CIRCUIT PUNCH SET
1
  
1
A
Machinery (OTC)
OTISZME028
Fully Operational
V/I
Visual Inspection M/C
1
MCT-10110
1
A
Machinery (OTC)
OTISZME027
Fully Operational
V/I
Visual Inspection M/C
1
MCT-10120
1
A
Machinery (OTC)
  
Only parts or frame
Spare Parts
REJECT PUNCH TOP MOLD
1
  
1
A
Machinery (OTC)
  
Only parts or frame
  
TAPE CUTTING BLADE
2
  
1
A
Machinery (OTC)
  
Only parts or frame
  
SPROCKET HOLE BTM
1
  
1
A
Machinery (OTC)
OTISZME026
Fully Operational
V/I
Visual Inspection M/C
1
MCT-10119
1
A
Machinery (OTC)
  
Only parts or frame
Spare Parts
TAPE CUTTING TOP DIE
1
  
1
A
Machinery (OTC)
  
Only parts or frame
  
TAPE CUTTING BTM DIE
1
  
1
A
Machinery (OTC)
  
Only parts or frame
  
SPROCKET HOLE TOP DIE
1
  
1
A
Machinery (OTC)
  
Only parts or frame
  
SPROCKET HOLE BTM DIE
1
  
1
A
Machinery (OTC)
  
Only parts or frame
  
TAPE CUTTING BLADE
2
  
1
A
Machinery (OTC)
    
Shelf
Shelf#1~#3
3
  
1
A
Machinery (OTC)
    
Shelf
Shelf#4,#5
2
  
1
A
Machinery (OTC)
    
Shelf
Shelf#6
1
  
1
A
Machinery (OTC)
    
Table
Shelf#6
4
  
         
Barun production line
Total
    
3
C
Machinery (OTC)
  
Fully Operational
Weight scale
  
1
MCT-10272
   
Machinery (OTC)
  
Fully Operational
Lead Frame tooling for OT88202RF (BR53) module type
OT88202RF (BR53) module type
1
  
   
Machinery (OTC)
  
Fully Operational
Lead Frame tooling for OT88214RF module type
OT88214RF module type
1
  
   
Machinery (OTC)
  
Fully Operational
Lead Frame tooling for OT88215RF module type
OT88215RF module type
1
  
 
Attach 2.2.1 Module Line (OTI)
2/2
 
 
 
 
 
Attachement to the
Attachement 2.2.1
Asset Purchase Agreement
Machinery MCT
between MCT, OTI and SMARTRAC
  
 
Group
Imp.
Category
Machine status
Initial Name
STM Asset No.
MCT Asset No.
Type
Xxx.Xx./Xxxxx.Xx.
Qty
                     
1
A
Technical and R&D equipment
Broken and will be fixed before shipment
Passport Pocess Machine 3010
MCT-10170
MCTSZME048R
OT-IP3010
06/03/31-25
1
  
2
A
Machinery
Fully Operational
Welding Machine
MCT-10072
MCTSZME011R
Bondpro2000
06/03/31-25
1
  
2
B
Machinery
Fully Operational
Manual Milling Machine
MCT-10224
MCTSZME009R
DICP
06/03/31-25
1
  
1
B
Machinery
Partly Operational - Slight technical rework required
Epoxy Filler Machine
MCT-10298
MCTSZME023R
ADM
06/03/31-25
1
  
1
A
Machinery
Fully Operational
Punching Machine
MCT-10320
MCTSZME003R
Punchpro2000
06/03/31-25
1
  
2
A
Machinery
Fully Operational
Punching Machine
MCT-10165
MCTSZME038R
GDM-6K
06/03/31-25
1
  
1
A
Machinery
Fully Operational
punch machine
MCT-10318
MCTSZME002R
Guidepro2000
06/03/31-25
1
  
1
A
Machinery
Fully Operational
punch machine
MCT-10319
MCTSZME001R
Guidepro2000
06/03/31-25
1
  
1
A
Machinery
Fully Operational
Welding machine
MCT-10112
MCTSZME007R
ICHS
06/03/31-25
1
  
2
A
Machinery
Fully Operational
Wire Embedding Machine
MCT-10058
MCTSZME013R
WirePro
06/04/30-20
1
  
2
A
Machinery
Fully Operational
Welding Machine
MCT-10078
MCTSZME014R
WirePro (Bonder)
06/04/30-20
1
  
2
A
Machinery
Fully Operational
Welding Machine
MCT-10075
MCTSZME015R
Bondpro2000
06/04/30-20
1
  
2
A
Machinery
Fully Operational
Punching Machine
MCT-10062
MCTSZME016R
Punchpro2000
06/04/30-20
1
  
2
A
Machinery
Fully Operational
Welding Machine
MCT-10111
MCTSZME018R
MTSW
06/04/30-20
1
  
2
A
Machinery
Fully Operational
Guiding holes punch machine
MCT-10067
MCTSZME017R
Guidepro2000
06/04/30-20
1
  
3
B
Machinery
Partly Operational - Slight technical rework required
Cover’s polish machine
NO NUMBER
MCTSZME065R
  
06/05/19-6
1
  
3
B
Machinery
Partly Operational - Slight technical rework required
Old R&D E-Cover mchine- solvent base
MCT-10214
MCTSZME063R
  
06/05/19-6
1
  
3
B
Technical and R&D equipment
Fully Operational
Part of 8010W
MCT-10213
MCTSZME064R
  
06/05/19-6
1
  
3
B
Machinery
Fully Operational
Sheet Guillotine auto
MCT-10263
MCTSZME062R
  
06/05/19-6
1
  
3
B
Technical and R&D equipment
Partly Operational - Slight technical rework required
Manual glue machine
NO NUMBER
MCTSZME066R
  
06/05/19-6
1
  
3
B
Technical and R&D equipment
Partly Operational - Slight technical rework required
Lathe
MCT-10211
MCTSZME050R
  
06/05/19-7
1
  
2
A
Machinery
Fully Operational
Wire Embedding Machine
MCT-10047
MCTSZME028R
  
06/05/19-8
1
  
3
B
Machinery
Fully Operational
Silk Screen Printer
MCT-10243
MCTSZME035R
  
06/05/19-8
1
  
3
A
Machinery
Fully Operational
Pressing Machine
MCT-10080
MCTSZME041R
  
06/05/31-17
1
  
3
A
Machinery
Fully Operational
Pressing Machine
MCT-10161
MCTSZME042R
  
06/05/31-17
1
  
2
A
Machinery
Fully Operational
Pressing Machine
MCT-10164
MCTSZME046
HS-LF500
06/05/31-18
1
  
2
A
Machinery
Fully Operational
Sheet Punching Machine
MCT-10169
MCTSZME049
SW1-45
06/05/31-18
1
  
3
A
Machinery
Fully Operational
Pressing Machine
MCT-10163
MCTSZME045
HS-LF500
06/05/31-33
1
  
2
A
Machinery
Fully Operational
Wire Embedding Machine
MCT-10056
MCTSZME020R
  
06/05/31-47
1
  
2
A
Machinery
Fully Operational
Wire Embedding Machine
MCT-10055
MCTSZME024R
  
06/05/31-47
1
  
2
A
Machinery
Fully Operational
Wire Embedding Machine
MCT-10059
MCTSZME037R
WirePro
06/05/31-47
1
  
2
A
Machinery
Fully Operational
Wire Embedding Machine
MCT-10054
MCTSZME021R
  
06/05/31-47
1
  
2
A
Machinery
Fully Operational
Wire Embedding Machine
MCT-10044
MCTSZME026R
WirePro2000
06/05/31-47
1
  
2
A
Machinery
Fully Operational
Wire Embedding Machine
MCT-10053
MCTSZME034R
WirePro
06/05/31-47
1
  
2
A
Machinery
Fully Operational
Wire Embedding Machine
MCT-10051
MCTSZME055R
WirePro2000
06/05/31-47
1
  
2
A
Machinery
Fully Operational
Wire Embedding Machine
MCT-10048
MCTSZME052R
WirePro2000
06/05/31-47
1
  
2
A
Machinery
Fully Operational
Wire Embedding Machine
MCT-10029
MCTSZME043R
WirePro2001
06/05/31-48
1
  
2
A
Machinery
Fully Operational
Wire Embedding Machine
MCT-10045
MCTSZME044R
WirePro2000
06/05/31-47
1
  
2
A
Machinery
Fully Operational
Wire Embedding Machine
MCT-10046
MCTSZME056R
WirePro2000
06/05/31-47
1
  
2
A
Machinery
Fully Operational
Wire Embedding Machine
MCT-10049
MCTSZME054R
WirePro2000
06/05/31-47
1
  
2
A
Machinery
Fully Operational
Wire Embedding Machine
MCT-10050
MCTSZME053R
WirePro2000
06/05/31-47
1
  
 
Attach. 2.2.1 Machinery (MCT)
09.12.2009/09:59
1/3
 
 
 
 
 
Attachement to the
Attachement 2.2.1
Asset Purchase Agreement
Machinery MCT
between MCT, OTI and SMARTRAC
  
 
Group
Imp.
Category
Machine status
Initial Name
STM Asset No.
MCT Asset No.
Type
Xxx.Xx./Xxxxx.Xx.
Qty
                     
2
A
Machinery
Fully Operational
Welding Machine
MCT-10073
MCTSZME010R
Bondpro2000
06/05/31-47
1
  
2
A
Machinery
Fully Operational
Punching Machine
MCT-10063
MCTSZME039R
Punchpro2000
06/05/31-47
1
  
2
A
Machinery
Fully Operational
Punching Machine
MCT-10061
MCTSZME025R
Punchpro2000
06/05/31-47
1
  
3
B
Machinery
Fully Operational
Part of 8010W
MCT-10213
MCTSZME067R
1440*1300*152
06/06/28-34
1
  
3
B
Machinery
Fully Operational
Module Implanting Machine
MCT-10230
MCTSZME075R
MTP
06/08/28-18
1
  
3
B
Machinery
Partly Operational - Slight technical rework required
Epoxy Filler Machine
MCT-10299
MCTSZME027R
CTL
06/08/28-18
1
  
1
B
Machinery
Fully Operational
Module Implanting Machine
MCT-10229
MCTSZME070R
MES
06/09/19-15
1
  
2
A
Machinery
Fully Operational
Punching Machine
MCT-10071
MCTSZME069R
GSM
06/09/19-15
1
  
2
A
Machinery
Fully Operational
Sheet Punching Machine
MCT-10167
MCTSZME076
SN1-45
06/09/30-73
1
  
2
A
Machinery
Fully Operational
Sheet Punching Machine
MCT-10168
MCTSZME077
SN1-45
06/09/30-73
1
  
3
A
Machinery
Fully Operational
Welding Machine
MCT-10074
MCTSZME078R
  
06/10/27-22
1
  
3
B
Technical and R&D equipment
Broken and will be fixed before shipment
Part of 3010
MCT-10170
MCTSZME082R
  
06/11/30-32
1
  
1
B
Machinery
Partly Operational - Slight technical rework required
Implanting machine
MCT-10309
no MCT assets code
APHL-3
06/11/30-47
1
  
2
B
Machinery
Fully Operational
Milling Machine
MCT-10226
MCTSZOF399R
AICP-3
06/11/30-47
1
  
1
B
Machinery
Partly Operational - Slight technical rework required
Card Tester Round Dask CTS
MCT-10303
MCTSZME081R
CTS
06/11/30-47
1
  
1
A
Technical and R&D equipment
Broken and will be fixed before shipment
Passport Process Machine 3010
MCT-10172
XXXXXXX000
XX-XX XX00000
06/12/58-58
1
  
1
A
Technical and R&D equipment
Fully Operational
Passport Process Machine 4010
MCT-10020
MCTSZME088
OT-SP PR04010
06/12/58-58
1
  
2
A
Technical and R&D equipment
Fully Operational
Passport Process Machine 6010
MCT-10171
MCTSZME089
OT-CP PR06010
06/12/58-58
1
  
3
A
Machinery
Fully Operational
Pressing Machine
MCT-10162
MCTSZME092R
  
07/03/31-34
1
  
3
B
Machinery
Fully Operational
Manual Milling Machine
MCT-10227
MCTSZME091R
  
07/03/31-44
1
  
3
B
Technical and R&D equipment
Fully Operational
Drilling machine
MCT-10205
MCTSZOF706
  
07/09/30-36
1
  
3
C
Machinery
Fully Operational
Silk Screen Printer
MCT-10242
MCTSZOF439R
    
1
  
3
C
Machinery
Fully Operational
Miscroscope
MCT-10238
ME031251
    
1
  
3
C
Machinery
Fully Operational
Specturm Analyer
MCT-10234
      
1
  
3
C
Machinery
Fully Operational
Big Oven
MCT-10231
MCTSZOF240
    
1
  
3
C
Machinery
Fully Operational
Big Oven
MCT-10232
MCTSZOF441R
    
1
  
3
C
Machinery
Fully Operational
Pad printer
MCT-10241
OTI property
    
1
  
3
C
Machinery
Fully Operational
Pad copper punch
MCT-10245
MCTSZOF228R
    
1
  
3
C
Machinery
Fully Operational
Laser Printer (on PVC)
MCT-10247
MCTSZME036R
    
1
  
3
C
Machinery
Fully Operational
Manual Goillotine
MCT-10253
MCTSZJF0328
    
1
  
3
C
Machinery
Fully Operational
Manual Goillotine
MCT-10254
MCTSZJF0332
    
1
  
3
C
Machinery
Fully Operational
Manual Goillotine
MCT-10255
MCTSZJF0333
    
1
  
3
C
Machinery
Fully Operational
Manual Goillotine
MCT-10256
      
1
  
3
C
Machinery
Fully Operational
Manual Goillotine
MCT-10257
      
1
  
3
C
Machinery
Fully Operational
Manual Goillotine
MCT-10258
MCTSZJF029R
    
1
  
3
C
Machinery
Fully Operational
Manual Goillotine
MCT-10259
MCTSZOF435R
    
1
  
3
C
Machinery
Fully Operational
Manual Goillotine
MCT-10260
MCTSZJF0334
    
1
  
3
C
Machinery
Fully Operational
Manual Goillotine
MCT-10265
      
1
  
3
C
Machinery
Fully Operational
Manual Goillotine With Camera
MCT-20261
MCTSZOF039R
    
1
  
3
C
Machinery
Fully Operational
Manual Goillotine With Camera
MCT-20262
MCTSZOF434
    
1
  
3
C
Machinery
Fully Operational
Semi automated hot stamp
MCT-10264
      
1
  
 
Attach. 2.2.1 Machinery (MCT)
09.12.2009/09:59
2/3
 
 
 
 
 
Attachement to the
Attachement 2.2.1
Asset Purchase Agreement
Machinery MCT
between MCT, OTI and SMARTRAC
  
 
Group
Imp.
Category
Machine status
Initial Name
STM Asset No.
MCT Asset No.
Type
Xxx.Xx./Xxxxx.Xx.
Qty
                     
3
C
Machinery
Fully Operational
Press machine
MCT-10269
MCTSZOF551R
    
1
  
3
C
Technical and R&D equipment
Partly Operational - Slight technical rework required
Oven
MCT-10293
      
1
  
3
C
Technical and R&D equipment
Fully Operational
Microscope
MCT-10270
MCTSZOF398R
    
1
  
3
C
Technical and R&D equipment
Fully Operational
Milling machine
MCT-10207
MCTSZME084R
    
1
  
3
C
Technical and R&D equipment
Fully Operational
Drilling machine
MCT-10208
MCTSZOF547
    
1
  
3
C
Technical and R&D equipment
Fully Operational
Polish bench
MCT-10209
      
1
  
3
C
Technical and R&D equipment
Fully Operational
Polish equipment
MCT-10210
      
1
  
3
C
Technical and R&D equipment
Partly Operational - Slight technical rework required
Turning lathe
MCT-10211
MCTSZME050R
    
1
  
3
C
Technical and R&D equipment
Fully Operational
Roll laminator 3 units
no number
      
1
  
3
C
Technical and R&D equipment
Partly Operational - Slight technical rework required
Press unit hydraulic
MCT-10222
      
1
  
1
C
Technical and R&D equipment
Partly Operational - Slight technical rework required
Sppl-A
MCT-10283
      
1
  
1
C
Technical and R&D equipment
Partly Operational - Slight technical rework required
CPL – 1000 Machine (for cards)
MCT-10288
      
1
  
1
C
Technical and R&D equipment
Partly Operational - Slight technical rework required
Manual Inkjet Printer
MCT-10289
OTIME010
    
1
  
1
C
Technical and R&D equipment
Partly Operational - Slight technical rework required
Sppl-B
MCT-10290
      
1
  
1
C
Technical and R&D equipment
Partly Operational - Slight technical rework required
Sppl-A
MCT-10291
      
1
  
1
C
Technical and R&D equipment
Partly Operational - Slight technical rework required
E-passport QC
MCT-10304
      
1
  
1
C
Technical and R&D equipment
Partly Operational - Slight technical rework required
Supercom ultrasonic machine
MCT-10305
      
1
  
1
C
Technical and R&D equipment
Partly Operational - Slight technical rework required
Supercom laser xxxx
MCT-10306
      
1
  
1
C
Technical and R&D equipment
Partly Operational - Slight technical rework required
Ecover press
MCT-10307
      
1
  
1
C
Technical and R&D equipment
Partly Operational - Slight technical rework required
Glue Spreading Machine
MCT-10308
      
1
  
1
C
Technical and R&D equipment
Partly Operational - Slight technical rework required
SPPL - A , with glue unit
MCT-10221
OTISZME002
    
1
  
 
Attach. 2.2.1 Machinery (MCT)
09.12.2009/09:59
3/3
 
 
 
 
 
Attachment to the
Attachment 2.2.1
Asset Purchase Agreement
Machinery WIP (MCT)
between MCT, OTI and SMARTRAC
  
 
Group
Imp.
Category
Machine status
Inventory Item Code
Item Description
STM Asset No.
MCT Asset No.
SMT Type
                   
1
B
Machinery
Partly Operational - slight technical rework required
FG-AICP-2
Card Milling
  
MCT-10317
  
Card Milling
2
B
Technical and R&D equipment
Fully Operational
FG-AICP5000
AICP 5000 Milling Machine - New Demo
  
MCT-10200
  
Card Milling
1
B
Technical and R&D equipment
Fully Operational
FG-APHL5000
APHL5000 Implanting Machine - New Demo
  
MCT-10201
  
Card Embedding
1
A
Technical and R&D equipment
Fully Operational
FG-AS02
Abrasion stress
  
MCT-10001
  
Stress Tester
1
A
Technical and R&D equipment
Fully Operational
FG-BBS02
Pull Sterngh Tester
  
MCT-10006
  
Stress Tester
1
A
Technical and R&D equipment
Fully Operational
FG-DBS02
Dynamic bend stress
  
MCT-10004
  
Stress Tester
1
B
Technical and R&D equipment
Partly Operational - slight technical rework required
FG-GSM3600
GSM3600
  
MCT-10295
  
Sim Card Punch
1
B
Technical and R&D equipment
Partly Operational - slight technical rework required
FG-GSM5000
GSM-5000
  
MCT-10202/ /10296/10297
  
Sim Card Punch
1
B
Technical and R&D equipment
Partly Operational - slight technical rework required
FG-ICTP-8
Module tester
  
MCT-10310/11/12/14
  
Chip Module Tester
1
A
Technical and R&D equipment
Fully Operational
FG-IS02
Impact stress
  
MCT-10009
  
Stress Tester
1
B
Technical and R&D equipment
Partly Operational - slight technical rework required
FG-MDC
Module punch
  
MCT-10313
  
Chip Module Punch
2
B
Machinery
Fully Operational
FG-MES-2
Module implanting macgine
  
MCT-10233
MCTSZ0247
Combi Module Embedding
2
B
Technical and R&D equipment
Fully Operational
FG-MHS-D-4
Wire embedding machine
  
MCT-10060
  
Dual Interface Embedder
2
B
Machinery
Fully Operational
FG-MPS-2
Tin-Dispensing machine (for combi)
  
MCT-10228
MCTSZOF499
Automated Combi Card Machine
1
A
Machinery
Partly Operational - slight technical rework required
FG-OT-GP1010
Guide holes punch machine
  
MCT-10113
    
2
A
Machinery
Partly Operational - slight technical rework required
FG-OT-PP2010
Auto Punchine Machine
  
MCT-10028 /10070
MCTSZJF0302 /MCTSZJF0300
Top sheet machine
2
A
Technical and R&D equipment
Fully Operational
FG-PPS02
Pull Sterngth Tester
  
MCT-10008/10246
  
Stress Tester
1
A
Technical and R&D equipment
Fully Operational
FG-PS02
Pen stress
  
MCT-10002
  
Pen Tester
1
A
Technical and R&D equipment
Fully Operational
FG-PTS02
Page Turning stress
  
MCT-10007
  
Page Turning Stress
2
A
Machinery
Fully Operational
FG-PUNCHPRO2000
Sheet punch machine
  
MCT-10026
    
1
B
Technical and R&D equipment
Partly Operational - slight technical rework required
FG-SAU04
SAU -Sticker Attached Unit
  
MCT-10287
    
2
A
Machinery
Fully Operational
FG-TBM
Welding Machine
  
MCT-10038
  
Bonder
2
A
Machinery
Fully Operational
FG-TBN
Welding Machine
  
MCT-10039
  
Bonder
1
A
Technical and R&D equipment
Fully Operational
FG-TS02
Torsion stress
  
MCT-10003
  
Torsion Stress
2
A
Technical and R&D equipment
Fully Operational
FG-UPH3000
New Combi Main Machine
  
MCT-10021
  
Hera machine, Combi Card Machine
2
A
Machinery
Partly Operational - slight technical rework required
FG-WBFT
    
MCT-10040
  
Force Tester, Pull test
2
A
Machinery
Fully Operational
FG-Wirepool 2000
Welding Machine
  
MCT-10057
MCTSZME056R
  
1
A
Machinery
Fully Operational
FR005
High Speed cards punching
  
MCT-10041
  
Tester
1
B
Technical and R&D equipment
Partly Operational - slight technical rework required
FR030
Module tester
  
MCT-10315
  
Tester
1
B
Technical and R&D equipment
Partly Operational - slight technical rework required
FR033
Module tester
  
MCT-10316
  
Tester
2
B
Machinery
Fully Operational
FR034
Welding machine
  
MCT-10079
MCTSZJF0292R
Sim Card embedder
1
A
Technical and R&D equipment
Fully Operational
YF0005
Page Pull Stess testing Machine
  
MCT-10005
  
Stress Tester
2
A
Technical and R&D equipment
Fully Operational
YF0011
Glue Machine 0000 X
  
XXX-00000
  
ePassport inlay machine
1
A
Technical and R&D equipment
Only parts or frame
YF0013RD
Combi machine frame
  
MCT-10015/10017
  
Combi Auto Line HERA machine
2
A
Technical and R&D equipment
Broken and will be fixed before shipment
YF0013TW
Old Combi Laser Bonding
  
MCT-10010
  
Combi Auto Line HERA machine (old Hara)
1
A
Technical and R&D equipment
Only parts or frame
YF0014RD
Combi machine Frame
  
MCT-10016
  
Laser (for the HERA)
2
A
Technical and R&D equipment
Broken and will be fixed before shipment
YF0014TW
Combi Laser Bonding Machine
  
MCT-10011
  
Laser (for the HERA) old Hara
1
A
Technical and R&D equipment
Only parts or frame
YF0016RD
Combi machine Frame
  
MCT-10018
  
Combi connecting wire (part of HERA)
2
A
Technical and R&D equipment
Broken and will be fixed before shipment
YF0016TW
Old Combi Connecting Wire Machine
  
MCT-10012
  
Combi connecting wire (part of HERA) (old Hara)
2
A
Technical and R&D equipment
Broken and will be fixed before shipment
  
Old Combi Connecting Wire Machine
  
MCT-10013
    
2
A
Technical and R&D equipment
Fully Operational
YF0017
Combi Real Prep Machine
  
MCT-10022
  
part of HERA
2
A
Technical and R&D equipment
Fully Operational
  
Combi Real Prep Machine
  
MCT-10023
    
1
A
Technical and R&D equipment
Fully Operational
YF0021
IC Montioring Machie
  
MCT-10025
  
Vision system (Test system)
2
A
Technical and R&D equipment
Broken and will be fixed before shipment
YF0023
New Combi Card Autoline Experimental Plan
  
MCT-10024
  
Combi Line Test
1
A
Machinery (OTC)
Fully Operational
YF0025
V/I tester for Modules
  
MCT-10118
  
Vision system
2
A
Machinery
Fully Operational
YF0029
Welding Machine New
  
MCT-10030
not label
Embedding New 1
2
A
Machinery
Fully Operational
  
Welding Machine New
  
MCT-10031
not label
Embedding New 2
2
A
Machinery
Fully Operational
  
Welding Machine New
  
MCT-10032
not label
Embedding New 3
2
A
Machinery
Fully Operational
  
Welding Machine New
  
MCT-10033
not label
Embedding New 4
2
A
Machinery
Fully Operational
  
Welding Machine New
  
MCT-10034
not label
Embedding New 5
2
A
Machinery
Fully Operational
  
Welding Machine New
  
MCT-10035
not label
Embedding New 6
2
A
Machinery
Fully Operational
  
Welding Machine New
  
MCT-10036
not label
Embedding New 7
2
B
Machinery
Only parts or frame
YF0029-1
    
MCT-10202
    
2
A
Assets under construction
Fully Operational
YF0032
Ecover Machine ,Sovent based 8010S
  
MCT-10014
  
ePassport Cold Xxx Machine
1
B
Technical and R&D equipment
Partly Operational - slight technical rework required
YF0035
GSM-5000
  
MCT-10294
    
2
A
Machinery
Fully Operational
YF0037
Laser Cutting Machine
  
MCT-10027
MCTSZJF0290
Laser sheet cutting
2
A
Machinery
Fully Operational
YF0041
Testing Machine
  
MCT-10037
MCTSZJF397R
5 Machines QA 0338 QA0340 QA0337 QA0339
3
B
Technical and R&D equipment
Fully Operational
YF0044
Milling Machine
  
MCT-10205
MCTSZOF706
  
3
B
Technical and R&D equipment
Fully Operational
YF0045
Milling Machine
  
MCT-10206
MCTSZME083R
  
1
A
Technical and R&D equipment
Fully Operational
YF0046
Manual Combi Machine
  
MCT-10019
  
Only head, no generator
2
C
Assets under construction
Fully Operational
  
e-Cover machine, Solvent based , 8010s
  
MCT-10212
    
 
Attach. 2.2.1 Mach WIP (MCT)
1/2
 
 
 
 
 
Attachment to the
Attachment 2.2.1
Asset Purchase Agreement
Machinery WIP (MCT)
between MCT, OTI and SMARTRAC
  
 
Group
Imp.
Category
Machine status
Inventory Item Code
Item Description
STM Asset No.
MCT Asset No.
SMT Type
                   
2
C
Assets under construction
Fully Operational
  
Press tower 33PCS
  
MCT-10215
    
2
C
Assets under construction
Fully Operational
  
eCover machine, Sovent based, 8010
  
MCT-10216
    
2
C
Assets under construction
Fully Operational
  
eCover machine, Sovent based, 8010
  
MCT-10217
    
2
C
Assets under construction
Fully Operational
  
eCover machine, Sovent based, 8010
  
MCT-10218
    
2
C
Assets under construction
Fully Operational
  
eCover machine, Sovent based, 8010
  
MCT-10219
    
2
C
Assets under construction
Fully Operational
FG-OT-CP6010
ETD inlay cutting machine
  
MCT-10249
MCTSZOF0337
  
2
C
Assets under construction
Fully Operational
FG-OT-CP6010
ETD inlay cutting machine
  
MCT-10250
MCTSZOF0338
  
2
C
Assets under construction
Fully Operational
FG-OT-CP6010
ETD inlay cutting machine
  
MCT-10251
MCTSZOF0336
  
2
C
Assets under construction
Fully Operational
FG-OT-CP6010
ETD inlay cutting machine
  
MCT-10252
MCTSZOF0335
  
2
C
Machinery
Fully Operational
  
Card punching machine
  
MCT-10166
MCTSZOF442R
  
2
C
Machinery
Fully Operational
  
Sheet Punching Machine
  
MCT-10068
MCTSZME019R
  
2
C
Machinery
Fully Operational
  
Sheet Punch machine
  
MCT-10070
MCTSZJF0300
  
2
C
Machinery
Fully Operational
  
Welding Machine
  
MCT-10076
MCTOF558R
  
2
C
Machinery
Fully Operational
  
Welding Machine
  
MCT-10077
MCTSZME040R
  
2
C
Machinery
Fully Operational
  
Manual Milling Machine
  
MCT-10225
MCTSZME091R
  
2
C
Machinery
Fully Operational
  
Desk top manual impleter unit
  
MCT-10240
MCTSZOF553R
  
2
C
Machinery
Fully Operational
  
Attaching glue to modules unit
  
MCT-10239
MCTSZOF396R
  
1
C
Machinery
Fully Operational
  
Desk top manual impleter unit
  
MCT-10235
MCTSZME004R
  
1
C
Machinery
Fully Operational
  
Desk top manual impleter unit
  
MCT-10236
MCTSZOF544R
  
1
C
Machinery
Fully Operational
  
Desk top manual impleter unit
  
MCT-10237
MCTSZOF555R
  
2
C
Machinery
Fully Operational
  
Pull Tester
  
MCT-10246
    
2
C
Machinery
Fully Operational
  
Manual Punch Machine
  
MCT-10248
MCTSZME072R
  
2
C
Machinery
Fully Operational
  
Manual sheets stacking machine
  
MCT-10266
MCTSZME086R
  
2
C
Machinery
Fully Operational
  
Manual sheets stacking machine
  
MCT-10267
MCTSZME051R
  
2
C
Machinery
Fully Operational
  
Manual sheets stacking machine
  
MCT-10268
MCTSZME0022R
  
1
C
Machinery
Partly Operational - slight technical rework required
  
Manual Hot Stamping Machine
  
MCT-10284
    
1
C
Machinery
Partly Operational - slight technical rework required
  
Manual Hot Stamping Machine
  
MCT-10285
    
1
C
Machinery
Partly Operational - slight technical rework required
  
Manual Hot Stamping Machine
  
MCT-10286
    
1
C
Technical and R&D equipment
Partly Operational - slight technical rework required
  
Milling MCTAICP5000
  
MCT-10292
    
1
C
Technical and R&D equipment
Partly Operational - slight technical rework required
  
AICP-5000
  
MCT-10300
    
1
C
Technical and R&D equipment
Partly Operational - slight technical rework required
  
Card Tester Round Dask CTS
  
MCT-10301
MCTSZME085R
  
1
C
Technical and R&D equipment
Partly Operational - slight technical rework required
  
Semi auto Soldering MTS
  
MCT-10302
MCTSZME087R
  
1
C
Technical and R&D equipment
Partly Operational - slight technical rework required
  
Card Tester Round Dask CTS
  
MCT-10303
    
2
C
Machinery
Fully Operational
  
Small punch Desk top
  
MCT-10064
no MCT assets code
  
2
C
Machinery
Fully Operational
  
Guiding holes punch machine
  
MCT-10065
MCTSZOF548R
  
2
C
Machinery
Fully Operational
  
Guiding holes punch machine
  
MCT-10066
MCTSZME012R
  
2
C
Machinery
Fully Operational
  
Wire Embedding Machine
  
MCT-10052
MCTSZJF0287
  
1
C
Technical and R&D equipment
Partly Operational - slight technical rework required
  
Laser cutting Machine (not working) Laser including
  
MCT-10203
    
1
C
Technical and R&D equipment
Fully Operational
  
Laser cutting Machine (not working) Laser including
  
MCT-10204
    
1
C
Technical and R&D equipment
Only parts or frame
  
Auto Inlay Machine
  
MCT-10220
    
2
C
Technical and R&D equipment
Fully Operational
  
Press Units manual 46pcs
  
MCT-10223
    
 
Attach. 2.2.1 Mach WIP (MCT)
2/2
 
 
 
 
 
Attachement to the
Attachment 2.2.1
Asset Purchase Agreement
Lead Frame
between MCT, OTI and SMARTRAC
  
 
Group
Imp.
Category
     
1
A
Lead Frame Development
 
Attach. 2.2.1 Lead Frame (OTI)
1/1
 
 
 
 
 
Attachment to the
Attachement 2.2.1
Asset Purchase Agreement
Transportation Equipment MCT
between MCT, OTI and SMARTRAC
  
 
MCT
                    
Group
Imp.
Class.
Machine status
MCT groups
Descr.
Name
Type
Xxx.Xx./Xxxxx.Xx.
 Qty
                     
3
B
Transport. Equipment
Fully Operational
Other equipment
Vehicle
truck
06/06/15-11
ZN1031U2G
1
  
 
Attach. 2.2.1 Transp. (MCT)
1/1
 
 
 
 
 
Attachment 2.2.2 (i) and (ii) List of specific Intellectual Property Rights
Attachement to the
First Amendment to
Agreement as of September 15th, 2009
between SMARTRAC, OTI and MCT
EXHIBIT 1
List of Trademarks
“A-Assets”
 
Country
Description
Type
Status
  
Patent Nr.
Application Nr.
Comments
               
HK
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME
Xxx. Sh. Term
Grant.
Nat.
HK1109708
07104374-1
  
               
PC
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME
Patent
Pend.
P.C.T.
  
'PCT/IL2007/001378
  
               
EP
APPARATUS AND PROCESS FOR PRODUCING DOCUMENT CORE  INLAYS
Patent
Pend.
P.C.T.
  
06705558-2
  
               
CN
APPARATUS AND PROCESS FOR PRODUCING DOCUMENT CORE INLAYS
Patent
Pend.
P.C.T.
  
200680053641-7
  
               
IN
APPARATUS AND PROCESS FOR PRODUCING DOCUMENT CORE INLAYS
Patent
Pend.
P.C.T.
  
1599/MUMNP/2008
  
               
KR
APPARATUS AND PROCESS FOR PRODUCING DOCUMENT CORE INLAYS
Patent
Pend.
P.C.T.
  
00-0000-0000000
  
               
US
APPARATUS AND PROCESS FOR PRODUCING DOCUMENT CORE INLAYS
Patent
Pend.
P.C.T.
  
12/162252
  
               
ID
APPARATUS AND PROCESS FOR PRODUCING DOCUMENT CORE INLAYS
Patent
Pend.
P.C.T.
  
W-200802455
  
               
US
ELECTRONIC INLAY STRUCTURE AND METHOD OF MANUFACTURE THEROF
Patent
Pend.
Nat.
  
11/985534
  
               
TW
ELECTRONIC INLAY STRUCTURE AND METHOD OF MANUFACTURE THEROF
Patent
Pend.
Nat.
  
97144246
  
               
PC
ELECTRONIC INLAY STRUCTURE AND METHOD OF MANUFACTURE THEROF
Patent
Pend.
P.C.T.
  
PCT/IL2008/001485
  
               
TH
ELECTRONIC INLAY STRUCTURE AND METHOD OF MANUFACTURE THEROF
Patent
Pend.
Nat.
  
0801005822
  
               
CL
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME
Patent
Pend.
Nat.
  
113-2008
  
               
TW
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME
Patent
Pend.
Nat.
  
96142616
  
               
TH
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME
Patent
Pend.
Nat.
  
0801000192
  
               
AR
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME
Patent
Pend.
Nat.
  
X000000000
  
               
PC
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME
Patent
Pend.
P.C.T.
  
PCT/IL2008/001397
  
               
TW
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME (COMBI OLD)
Patent
Pend.
Nat.
  
97114420
  
 
 
 
 
 
Country
Description
Type
Status
  
Patent Nr.
Application Nr.
Comments
               
TH   
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING THE SAME
Patent   
Pend.   
Nat.   
       
801005520   
       
               
PC   
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING THE SAME (COMBI IMPROVEMENT)
Patent   
Pend.   
P.C.T.   
       
PCT/IL2008/000538   
       
               
TW   
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING THE SAME (COMBI IMPROVEMENT)
Patent   
Pend.   
Nat.   
       
97141043   
       
               
PC
MANUFACTURE OF A SMART CARD INLAY
Patent
Pend.
P.C.T.
   
PCT/IL2009/000095
   
               
US
Method of forming a dual-interface IC card and a card formed of
such a method
Patent
Grant.
Nat.
6881605
10/044958
     
               
TW
METHOD OF MANUFACTURING OF WIRED IMBEDDED INLAY
Patent
Pend.
Nat.
     
97144243
     
               
US
METHOD OF MANUFACTURING OF WIRED IMBEDDED INLAY
Patent
Pend.
Nat.
   
11/985529
   
               
PC
METHOD OF MANUFACTURING OF WIRED IMBEDDED INLAY
Patent
Pend.
P.C.T.
   
PCT/IL2008/001484
   
               
TH
METHOD OF MANUFACTURING OF WIRED IMBEDDED INLAY
Patent
Pend.
Nat.
   
0801005821
   
               
US   
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME
Patent   
Pend.   
'P.C.T   
       
'12/569,893   
       
               
EP   
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME
Patent   
'Pend.   
'P.C.T   
       
7827351.3   
       
               
INDIA   
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME
Patent   
'Pend.   
'P.C.T   
       
7433/DELNP/2009   
       
               
CN   
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME
Patent   
'Pend.   
'P.C.T   
       
TO BE FILED BY DECEMBER 24, 2009   
Translation is in preparation   
               
KR   
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME
Patent   
'Pend.   
'P.C.T   
       
00-0000-0000000   
       
               
BR   
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME
Patent   
'Pend.   
'P.C.T   
       
NOT YET KNOWN   
       
               
KR   
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME
Patent   
'Pend.   
'P.C.T   
       
00-0000-0000000   
       
               
BR   
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME
Patent   
'Pend.   
'P.C.T   
       
NOT YET KNOWN   
       
               
INDIA
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME
Patent   
'Pend.   
'P.C.T   
       
7434/DELNP/2009   
Translation is in preparation   
               
CHINA
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME
Patent   
'Pend.   
'P.C.T   
       
TO BE FILED BY DECEMBER 24, 2009
       
               
INDONESIA
ELECTRONIC INTERFACE APPARATUS AND METHOD AND SYSTEM FOR MANUFACTURING SAME
Patent   
'Pend.   
'P.C.T   
       
W-00 2009 02973   
     
 
 
 
 
 
 
TRADEMARKS
 
HERA (Dual Interface Line)
 
Country
  
App. No.
  
Filed
  
Trademark No.
    
Class
  
Date of Grant
  
Next Renewal
  
Status/Next action
Israel
     205540  
12/11/2007
     205540       07          
Registered
Israel
     205541  
12/11/2007
     205541       09          
Registered
China
     6379204  
14/11/2007
             07          
In Examination
China
     6379204  
14/11/2007
             09          
In Examination
Community
Trademark
     6427991  
21/11/2007
             07, 09          
Opposed, under settlement discussions
Republic of Korea
     00-0000-00000  
14/11/2007
             07, 09          
Refused by the examiner, appeal was not filed
Taiwan
     96054538  
19/11/2007
             07, 09          
In Examination
U. S. A.
     77/339,019  
28/11/2007
             07, 09          
In Examination
 
MCT
 
Country
  
App. No.
  
Filed
  
Trademark No.
    
Class
  
Date of Grant
  
Next Renewal
  
Status/Next action
Hong Kong
     300941346  
25/08/2007
     300941346       07, 09, 42  
4/3/2008
  
24/08/2017
  
In renewal
 
 
 
 
 
Attachement to the
Asset Purchase Agreement
between OTI and SMARTRAC
Attachment 2.3
Trademarks
 
ZEUS (Passport Production Line)
 
Country
  
App. No.
  
Filed
  
Trademark No.
    
Class
  
Date of Grant
  
Next Renewal
  
Status/Next action
Israel
     205542  
12/11/2007
     205542       07          
Registered
Israel
     205543  
12/11/2007
     205543       09          
Registered
China
     6379204  
21/11/2007
             07          
In Examination
China
     6379203  
21/11/2007
             09          
In Examination
Community Trademark
     006447817  
19/11/2007
     006447817       07, 00          
Xxxxxxxxxx
Xxxxxxxx xx Xxxxx
     00-0000-00000  
22/11/2007
             07, 09          
Allowed
Taiwan
     96055403  
23/11/2007
             07, 09          
In Examination
U. S. A.
     77/333790  
20/11/2007
             07, 09          
In Examination
Malaysia
     07024613  
13/12/2007
             09          
Published
Malaysia
     07024614  
13/12/2007
             09          
Published
 
 
 
 
 
Attachment 2.2.3                                Inventories
 
[an actual overview shall be provided at the Closing Date]
 
 
 
 
 
Attachment 2.2.5                                Technical Books and Records
 
 
Please refer to CD-ROM attached to the Agreement
 
 
 
 
 
Attachment 2.2.6                                Assumed Agreements
 
The Assumption of the following agreements is subject to additional terms under this Agreement:
 

PURCHASE AGREEMENT

This Purchase Agreement (the “Agreement”) is made by and between
 
***

Hereinafter referred to as *** “Buyer”;  and   

ON TRACK INNOVATIONS Ltd (OTI), a company incorporated under the laws of ISRAEL at the Companies House of Z.H.R. Industrial Zone, Rosh Xxxx, Xxxxxx under the Nº 00-000000-0, represented by Xx. Xxxx Xxxxxx as Chief Executive Officer.

Hereinafter referred to as the “Supplier” or “OTI”.

Collectively referred to as the “Parties” or individually to as the “Party”.

Whereas, the Parties agree to have their relationship which shall consist of the delivery by Supplier of antennae for Dual card and Contractless card pursuant to ***  (the “Purpose”) governed by *** General Conditions of Purchase as attached herein (Appendix 1);

Whereas, at Supplier’s request *** has accepted, on a derogation basis, and in due consideration to the further possible volume and their contemplated business relationship, to supplement and modify certain of the provisions of the General Conditions of Purchase;

The Parties have agreed to the following:

Article 1 – MODIFICATIONS TO THE ARTICLE ‘‘ORDERS”

The Parties agree to delete the entire article 1 of the General Conditions of Purchase and to replace it with the following:

“Any order shall be governed exclusively by the General Conditions of Purchase set out hereinafter and, where applicable, the special conditions set out on the order. Acceptance by the supplier of one of our orders automatically implies agreement to waive the supplier’s right to require application of the provisions of its commercial paper and its own general conditions of sale or any other conditions of any kind.

An order shall be deemed accepted by the supplier provided that supplier sends to *** a written Order Acknowledgement within three (3) working days, either by post, electronic data exchange, facsimile or email, in which supplier shall confirm the part number, the ordered quantity, price, delivery place and the delivery date. Once the Order Acknowledgement is issued by supplier, the Order cannot be cancelled or changed, unless otherwise mutually agreed or as provided under Article 3 herein.”

Article 2 – MODIFICATIONS TO THE. ARTICLE “DELIVERY”

The Parties agree to delete the entire article 3 of the General Conditions of Purchase and to replace it with the following:

“The supplier shall follow the instructions which it receives regarding the place of delivery.

The date set for delivery is indicated in the order and is imperative, subject to application of the special conditions agreed between the parties with regard to ‘open’ orders including a ‘sliding schedule’, to be confirmed on a regular basis.
 
 
 
 
 
Supplier may, at least fourteen (14) working days prior to the originally scheduled delivery date and subject to *** reschedule the delivery date and/or quantity of an Order, except that, with respect to the originally scheduled date, such updated delivery date shall not occur after (i) (6) months if Modules are delivered by *** one (1) month if Modules are purchased by supplier.”

Article 3 – MODIFICATIONS TO THE ARTICLE “PRICES”

The Parties agree to delete the entire article 7 of the General Conditions of Purchase and to replace it with the following:

“Unless otherwise stated in the order, prices are indicated DDU. OT location specified in the order, which shall be either *** Incoterms, 2000). Prices are definitive and fixed and they cannot be revised in the light of changing economic circumstances. Likewise, unless otherwise indicated, these prices include packaging on the goods as required for their protection during storage as well as the appropriate packing materials and items required for transportation in line with article 5 above.

Article 4 – MODIFICATIONS TO THE ARTICLE “SETTLEMENT OF INVOICES”

The Parties agree to delete the entire article 9 of the General Conditions of Purchase and to replace it with the following:

“Unless otherwise stated in the order, no advance payments will be made when orders are placed.
 
Unless otherwise agreed to in writing by both parties, invoices shall be settled by means of bills to order or bills of exchange redeemable sixty (60) days after the issuance of a valid invoice. This period shall be calculated on the basis of the actual delivery date, on the understanding that the amount paid takes account of any late delivery penalties as detailed in article 10 below.
 
It is however understood between the Parties that payment terms may be extended upon mutual agreement should the annual volume of the orders (taxes excluded). Late payments penalties shall be capped to three (3) times the legal interest rate applicable at the time payment is overdue.”

Article 5 – MODIFICATIONS TO THE ARTICLE “DELAYS IN DELIVERIES, LATE DELIVERY PENALTIES”

The Parties agree to delete the entire article 10 of the General Conditions of Purchase and to replace it with the following:

“Any deliveries made after the contractual date (i.e. the date stipulated on the order or a subsequent date explicitly agreed to by ourselves) shall, after a five (5) calendar day-grace period, lead to the supplier incurring late delivery payments.

The amount of these penalties – which shall be credited *** credit note forthwith upon receipt of an invoice describing same - shall correspond either to the losses and expenses incurred by us as a result of the supplier’s failure to comply with its obligations, or to a percentage of the value of the late delivery. Unless otherwise stipulated, this percentage shall be 2% (two per cent) per week for the first two (2) weeks; it shall subsequently increase to 5% (five per cent) per week. These penalties shall however be capped at 20% (twenty per cent) of the value of the late delivery.
Any delay of over one (1) month may lead to the application of the article 13 below.”

Article 6 – MODIFICATION TO THE ARTICLE “WARRANTY”

The Parties agree to modify the article 6 of the General Conditions of Purchase by adding thereto the new following sub-sections:
 
***
 
 
 
 
 
Except as otherwise modified herein, the General Conditions of Purchase as modified hereby shall remain in full force and effect and the Agreement shall enter into force for a period of three (3) years starting from the latest date of the signature of the Agreement, which shall form the entire and sole agreement between the Parties with respect to the Purpose.
 
 
 
 
 
***   ON TRACK INNOVATIONS (OTI)
     
Xxxx 15/06/09
  
Date
     
Signature
***
Signature
 
 
APPENDIX 1

*** GENERAL CONDITIONS OF PURCHASE
(APPLICABLE AS FROM JANUARY 2008)

ARTICLE 1– ORDERS
Any order shall be governed exclusively by the general conditions set out hereinafter and, where applicable. The special conditions set out on the order. Acceptance by the supplier of one of our orders automatically implies agreement to waive the supplier’s right to require application of the provisions of its Commercial paper and its own generaI conditions of sale or any other conditions of any kind. An order shall be deemed accepted by the supplier unless (i) the supplier has expressed reservations in writing within 10 (ten) days of its receipt and (ii) these reservations have been formally accepted by ourselves.

ARTICLE 2 – COMPLIANCE WITH REGULATIONS
The goods and services ordered shall comply in all respects with current legal and regulatory provisions, particularly as regards:
  ● the quality, composition, presentation and labelling of goods;
 
●
compliance with the requirements set out an environmental regulations;
 
●
workplace and employment law.
 
In addition to this, those items covered by official standards *** ISO, EU etc.) shall be delivered in a state which meets the relevant requirements in full.
*** together with the decrees and related circulars specifying the provision applicable concurring undsclared work, and to supply *** the necessary certificates for the ***.

ARTICLE 3 – DELIVERY
The supplier shall follow the instruction which it receives regarding the place of delivery.
The date set for delivery is indicated in the order and is imperative, subject to application of the special conditions agreed between the parties with regard to ‘open’ orders including a ‘sliding schedule’ to be confirmed on a regular basis.
Unless the supplier formally objects within ten (10) days of the date on which it receives notification from us, we reserve the option of *** the quantities and delivery dates initially agreed upon. Any delivery made before the date specified in our order will only be accepted if we give prior permission for this.

ARTICLE 4 – INSPECTION
No consignment may be dispatched without the supplier drawing up beforehand a certificate stating that the goods meet the specifications contained in our order. Should these specifications indicate that special tests are required, an account of these tests shall be included in reports to be sent with the certificate, referred to below.

ARTICLE 5 – CONSIGNMENTS
All consignments shall include a consignment note in duplicate, in which the supplier gives all the information required for identification of the package (and in particular our order references and the nature and quantity of the goods enclosed). The package shall also contain the certificates and test reports drawn up by the supplier as required under article 4 above. Consignment notes shall be provided even in the case of collection of the items by us. In the case of deliveries by third parties, the consignment notes shall be placed within the package. A label clearly visible on the outside of the packaging shall indicate the following details: delivery number and place of delivery.
The conditions of carriage shall b e covered by specific provisions set out in the order. Failing this, the supplier itself shall take charge of transportation and insurance for the goods transported to the location indicated by us.

ARTICLE 6 – TRANSFER OF OWNERSHIP, TRANSFER OF RISKS
The transfer of ownership shall take place in accordance with the general law regarding sale of goods, notwithstanding any ownership retention clause, which cannot be applied to our company unless a copy of it is signed by one of our duly empowered representatives.
The transfer of risks takes place when the goods are delivered to the location indicated on the order - alternatively it takes place when the goods are collected from the supplier’s premises.

ARTICLE 7 – PRICES
Unless otherwise stated in the order, prices indicated therein are definitive and fixed - they cannot be revised in the light on changing economic circumstances.
Likewise, unless otherwise indicated these prices include packaging of the goods as required for the protection during storage as well as the appropriate packing materials and items required for transportation in line with article 5 above.
The supplier shall take full charge of, and responsibility for disposing of the packaging once the goods have been unpacked.

ARTICLE 8 – INVOICING
The supplier shall draw up invoices within three days of the delivery as defined in article 3 above. These invoices, drawn up in implicate, shall be sent as the following address: ***
We reserve the right to reject invoices for and deliveries of any *** for which we have not placed an order in the prescribed form.

ARTICLE 9 – SETTLEMENT OF INVOICES
Unless otherwise stated in the order to advance payments will be made when orders are placed.
Unless otherwise agreed to in writing by both parties, invoices shall be settled by means of bills to order or bills of exchange redeemable 90 days after the end of the month in which delivery takes place on the 10th of the following month. This period shall be calculated on the basis of the actual delivery date, on the understanding that the amount paid takes account of any late delivery penalties as detailed in article 10 below.

ARTICLE 10 – DELAYS IN DELIVERIES, LATE DELIVERY PENALTIES
Any deliveries made after the contractual date (i.e. the date stipulated on the order or a subsequent date explicitly agreed to by ourselves) shall automatically lead to the supplier incurring late delivery payments.
The amount of these penalties - which shall be deducted from the invoice settlements as indicated in article 9 above - shall correspond either to the losses and expenses incurred by us as a result of the supplier’s failure to comply with its obligations, or to a percentage of the value of the late delivery. Unless otherwise stipulated, this percentage shall be 2% (two per cent) per week for the first two weeks; it shall subsequently increase to 5% (five per cent) per week. These penalties shall however be capped at twenty-five per cent (25%) of the value of the late delivery.
Any delay of over one month may lead to our applying article 13 below.

ARTICLE 11 – WARRANTY
The supplier shall take all appropriate steps, entirely at its own expenses, to remedy any defects in the goods. It shall fully indemnify and hold harmless us from and against any and all losses, damage and expenses incurred as a result of these defects.
Should the supplier be unable to implement the present clause satisfactorily, we reserve the right to have the necessary work carried out at the expense of the supplier, without prejudice to the application of the termination clause.
The supplier certifies that the goods delivered and / or the service provided are not subject to any rights held by third parties and in particular that they are unencumbered by any third-party industrial or intellectual property rights. The supplier fully guarantees us against all legal proceedings and claims for damages in this connection.

 
 
 
 
ARTICLE 12 – CONFIDENTIALITY
The supplier agrees to maintain the confidentiality of all the technical and commercial information with which we supply it to enable it to carry out our order.

ARTICLE 13 – TERMINATION FOR FAULT OF THE SUPPLIER
If the supplier is in breach of any of its obligations under our order - and fails to remedy the breach within fifteen (15) days after written notice by us, except in those cases referred to in articles 10 and 11 when no formal notice is required - we reserve the right to terminate our order without any need to carry out any legal formalities.

ARTICLE 14 – SETTLEMENT OF DISPUTES
UNLESS OTHERWISE AGREED TO IN WRITING BY BOTH PARTIES, THE PRESENT GENERAL CONDITIONS OF PURCHASE SHALL BE GOVERNED *** EFFECT TO ITS CONFLICTS OF LAW PRINCIPLES) TO THE EXCLUSION OF THE UN CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. ANY DISPUTES ARISING WITH REGARD TO THE INTERPRETATION OR PERFORMANCE OF OUR ORDERS SHALL, UNLESS A ‘FRIENDLY SETTLEMENT’ IS REACHED, BE DEFINITIVELY SETTLED BY THE COURTS HOLDING JURISDICTION OVER OUR REGISTERED OFFICE.

 
 
 
 
Attachment 5.1                                List of Machine Sale Agreements
 
A.  
Gemalto – 4 punching machines (2 in 3/2008 and 2 in 12/2008).
 
B.  
Gemalto – 3 milling machines (1 in 3/2008 and 2 in 12/2008).
 
C.  
Syscom – 5 SIM lines machines (9/2007).
 
D.  
Gemalto – 2 milling machines (end of 9/2009).
 
 
 
 
 
Attachment 6.10                                Machinery and manufacturing equipment sold during the Period
 
List of machine sold since July, 2009
        
 
Item
Name
Model
Qty.
Customer
Delivery Date
1
Milling machine
AICP5000-1
2pcs
Shanghai GMT
Oct, 2009
 
 
 
 
 
Attachment 7.1                                Shut-Down Concept
 
 
Shutdown Concept

This document is intended to describe a plan according to which MCT will shutdown. The plan comprises three consecutive phases, in accordance to the groups of assets (i.e., Group 1, Group 2 and Group 3) as defined in the APA between Smartrac and MCT. The three phases are as follows:
 
MCT will apply for a license from the Chinese authorities, for the transfer of assets which are defined as Group 1 to Hong Kong. Upon the reception of such license from the Chinese authorities, MCT will transfer the assets which are classified as Group 1 to Hong Kong, and from there Smartrac will be able to ship it to wherever they choose.

Upon completion of MCT’s production commitment to its customers, MCT will cease its operations regarding the manufacturing and sale of wire embedding inlays, wire embedding based cards and the machines which were manufactured by MCT prior to the closing date. In addition, MCT will apply for additional license from the Chinese authorities for the assets which are classified as Group 2. Following the reception of such license MCT will transfer the assets which are classified as Group 2 to Hong Kong. However, in order to ease the process with the Chinese authorities, the process of applying for license and transferring the assets for Group 2 will be done gradually, and will repeat itself until all the machines which are classified as Group 2 will be outside China (i.e., in Hong Kong or anywhere else that Smartrac will choose).

When all the assets which are classified as Group 2 will be out of China, and in order to ease and simplify the transfer of assets, MCT may apply for a license for transfer part or all of Group 3 assets. Following the reception of such license MCT will transfer the said assets to Hong Kong. However, in order to ease the process with the Chinese authorities, this process will be done gradually, and will repeat itself until all of the applied and granted Group 3 assets will be outside China (i.e., in Hong Kong or anywhere else that Smartrac will choose).
 
Page 1 of  4
Confidential
 
 
 
 
 
Following the completion of transfer of Group 3 assets (for those the Chinese authorities granted license) and in case there are additional Group 3 assets to be transferred or in case it was concluded that such transfer will be impractical without declaring the closure of MCT, MCT will declare its closure to the Chinese authorities and will follow the instructions given by the Chinese authorities, and at the same time will apply to the Chinese authorities for license to the  transfer of the remaining Group 3 assets, to Hong Kong. If such approval is given by the Chinese authorities, MCT will transfer the remaining assets to Hong Kong.
 
Page 2 of  4
Confidential
 
 
 
 
 
 

 
Page 3 of  4
Confidential
 
 
 
 
 
Comments:

1.  
In any step of the process the Chinese authorities might get involved and/or interfere in unpredictable ways. MCT will take all measures to minimize the chance of such involvement, for example by splitting phase 2 into several cycles, but in a scenario that the Chinese authorities cause some hindrances in the process, the entire plan described above will be subject to changes, in accordance to the Chinese authorities instructions.

2.  
Following phase 2, in case that MCT’s rental contract comes to an end prior the completion of the shutdown plan, MCT will transfer all its assets and raw materials from its current premises to a designated warehouse inside FuTian Free Trade Zone, Shenzhen, China, provided by Smartrac.
 
Page 4 of  4
Confidential
 
 
 
 
Attachment 7.6                                List of “A-Assets”
 
Please refer to Attachment 2.2.1
 
 
 
 
 
Attachment 7.7                                Asset Status List
 
Please refer to Attachment 2.2.1
 
 
 
 
 
Attachment 7.8                                List of assets according to Group 1 - 3
 
Please refer to Attachment 2.2.1
 
 


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Filed: December 20th, 2011
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