EXECUTION COPY
AMENDMENT NO. 1 TO TRANSFER AGREEMENT
This is Amendment No. 1 dated as of March 24, 1998 to the Transfer
Agreement (the "Agreement") dated as of March 11, 1998 by and among IAT
Multimedia, Inc., a corporation organized under the laws of Delaware ("IAT"),
IAT AG, a corporation organized under the laws of Switzerland and wholly-owned
subsidiary of IAT ("AG"), ▇▇. ▇▇▇▇▇▇ ▇▇▇▇, a German citizen ("▇▇. ▇▇▇▇") and IAT
Communication AG ("Swiss Newco"). Terms used herein but not defined shall have
the meanings set forth in the Agreement.
1. The parties hereby agree that Annex I, LIABILITIES OF AG WHICH ARE
ASSUMED LIABILITIES, of the Agreement is hereby amended to add the following:
"In addition, Swiss Newco assumes the obligations of AG to make
components and know-how available to German Newco pursuant to Section
6.2 of the Participation Agreement dated as of March 5, 1998 by and
among German Newco, AG, ▇▇. ▇▇▇▇, and HIBEG."
2. Swiss Newco hereby assumes all of its pre-incorporation liabilities.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1
to the Agreement to be executed and delivered as of the day and year first above
written.
IAT MULTIMEDIA, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
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Title: CFO
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IAT AG
By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and /s/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇/▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Title: CFO/Authorized Signatory
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IAT COMMUNICATION AG
By: /s/▇▇▇▇▇▇ ▇▇▇▇
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Name: ▇▇. ▇▇▇▇▇▇ ▇▇▇▇
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Title: Member of the Board
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▇▇. ▇▇▇▇▇▇ ▇▇▇▇
/s/ ▇▇▇▇▇▇ ▇▇▇▇
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