exv10w14






Exhibit 10.14




Addendum No. 2 to the Lease Agreement of August 31, 2001



between


Mr. Claus Czaika

Oskar-Messter-Str. 15

85737 Ismaning

 - Landlord -

VAT Reg. No.: 120/13352


and


SCM Microsystems GmbH

Oskar-Messter-Str. 13

85737 Ismaning

 - Tenant -

Leased property: Office space at Oskar-Messter-Str. 13 in 85737 Ismaning



The contracting parties agree to make the following amendments:



1. Lease Agreement:




The existing Lease Agreement (contract termination date November 15, 2008) shall be renewed for a
period of a further 5 years — until November 15, 2013. The Lease Agreement shall thereafter be
renewed for a further period of one year at a time unless notice to terminate is served by one of
the contracting parties 6 months prior to termination of the tenancy at the latest. Notice of
termination shall be served in writing to be effective.



2. Leased space



a) The leased space in the basement, currently 414.37 m2, shall be reduced on August 1,
2008 to the space shown in red on the enclosed site plan.


b) The leased space on the second floor, unit 03, currently 560.12 m2, shall cease to be
leased as of August 1, 2008.




The existing 24 underground parking spaces shall be reduced by 4 places. Underground parking spaces
1 — 4 shall no longer be included. Underground parking spaces 8 to 18 and 31 to 36 shall be
retained. 14 outside parking spaces 1 to 14 shall also be retained.



3. Rent




	 	 	 	 	 	 	 	 	 	 	 
	The new rent shall apply as of August 1, 2008 and shall amount to the following net amount
for the existing space on the third floor:

	 	13,875.23 euros	 	 	 	 	 	 	 	 
	and to the following net amount for the attic

	 	5,389.92 euros	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	19,265.15 euros net	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	For the space in the basement

	 	842.82 euros net	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	20,107.97 euros net	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The rent for the underground parking spaces is 50.00 euros / space

	 	20 spaces
	 	 	1,000.00	 	 	euros
	 	net
	Outside parking spaces cost 35.00 euros / space

	 	14 spaces
	 	 	490.00	 	 	euros
	 	net
	Subtotal

	 	 	 	 	21,597.97	 	 	euros
	 	net
	 
	 	 	 	 	 	 	 	 	 	 
	Lump sum heating and ancillary costs, 2.08 euros / m2

	 	 	 	 	4,218.05	 	 	euros
	 	net
	 
	 	 	 	 	 	 	 	 	 	 
	plus applicable VAT, currently 19%

	 	 	 	 	4,905.04	 	 	euros
	 	net
	 
	 	 	 	 	 	 	 	 	 	 
	Total monthly amount

	 	 	 	 	30,721.06	 	 	euros
	 	gross






 









 






4. Rent increase



Clause 4.1 Rent increase (“The rent shall be increased annually by 2%”) shall be deleted
and replaced by the following clause:



If the Index of Consumer Prices for Germany increases or decreases (base level in 2005 = 100) by
more than 5% compared to the index value at the onset of the tenancy or the index value at the time
(August 1, 2008) of the last change in rent, the rent shall be increased or decreased accordingly.




Such change shall be made automatically.




If the Federal Statistical Office alters the base level, the new value shall replace the current
index value. This shall also apply to previous values if alterations in index base values are
backdated. Previous changes made in rents cannot be changed on the basis of an adjustment in base
values.



If the clause is ineffective or if the Federal Statistical Office ceases to use this index, the
contracting parties shall enter into negotiations on a change in rent should the price index change
by more than 5% compared to the status at the onset of the contract or compared with the time of
the last change in rent. If the contracting parties are unable to reach agreement on adjustments to
rent, a Chamber of Industry and Commerce expert shall be appointed to provide expert opinion and to
reach a corresponding decision. The decision shall be based on the change in the Index of Consumer
Prices for Germany for commercial products. The expert costs shall be borne in equal parts by the
contracting parties.



5. Decoration




The Tenant shall carry out professional decoration work in the rented property as required at
regular intervals throughout the tenancy, at the very latest at the time the tenancy comes to an
end.



If the Tenant is able to demonstrate that decoration work has been performed professionally and in
full in a period of less than 5 years prior to termination of the Lease Agreement, the Tenant shall
— as a rule — only be liable for pro rata1) costs accordingly. These shall in all cases
be based on a cost estimate obtained from the Landlord. The Tenant shall also be entitled to submit
a cost estimate or to perform the decoration work themselves in order to avoid payment of the
associated compensation costs for the same.



6. Obligation to restore original condition of the premises




Fixtures, such as glass walls etc., added by the Tenant need not be removed and shall be taken over
by the Landlord at no cost.



	 	 	 	 	 
	1)	 	As a rule the following schedule applies:
	 
	 	 	 	 
	 

	 	Decoration work	 	 
	 

	 	during the last year
	 	20% of costs to be paid by the Tenant
	 

	 	Decoration work	 	 
	 

	 	2 years previously
	 	40% of costs to be pad by the Tenant
	 

	 	Decoration work	 	 
	 

	 	3 years previously
	 	60% of costs to be paid by the Tenant
	 

	 	Decoration work	 	 
	 

	 	4 years previously
	 	80% of costs to be paid by the Tenant
	 
	 	 	 	 
	 	 	The Landlord shall be entitled to reduce or increase the percentages according to the degree
of wear and tear.






 









 






7. Integration of air-conditioning




The Tenant plans to integrate air conditioning in parts of the attic. The Landlord shall contribute
10% of the costs of the same, not exceeding a maximum sum of 5,000 euros net.
Section 6. shall apply in all other respects.



8. Written form




The contracting parties are aware of the separate statutory requirements for written form of
Section 578, 566 Sentence 1, 126 of the German Civil Code (BGB). The contracting parties mutually
undertake at any time and at the request of a contracting party to carry out the actions and make
the declarations necessary to meet the statutory requirements for written form, including but not
limited to the conclusion of supplementary or amending contracts, and to refrain until such
contracts have been made from prematurely terminating this Lease Agreement on the basis of a
claimed failure to comply with statutory requirements for written form.



9. Continuance of the Lease Agreement




The provisions of the existing Lease Agreement dated August 31, 2001 and Annexes shall apply in all
other respects. The contracting parties shall add and permanently attach this Addendum to the Lease
Agreement dated August 31, 2001 and to Addendum No. 1 dated February 4, 2004.



	 	 	 	 	 	 	 
	Ismaning June 2, 2008

	 	 	 	Ismaning May 27, 2008	 	 
	 
	 	 	 	 	 	 
	/s/ Claus Czaika

	 	 	 	/s/ Stephan Rohaly	 	 
	 


	 	 	 	 

	 	 
	Landlord

	 	 	 	Tenant	 	 
	 
	 	 	 	 	 	 
	Annex: Site plan