Micware Co., Ltd. Sample Contracts
ContractShare Transfer Agreement • August 6th, 2026 • Micware Co., Ltd. • Services-computer programming services
This English translation has been prepared solely for reference purposes. In the event of any conflict, inconsistency or discrepancy between the Japanese original and this English translation, the Japanese original shall prevail.
MICWARE CO., LTD. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit AgreementDeposit Agreement • April 15th, 2026 • Micware Co., Ltd. • Services-computer programming services • New York
DEPOSIT AGREEMENT dated as of [__________], 2026 among MICWARE CO., LTD., a joint-stock corporation with limited liability incorporated under the laws of Japan (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
UNDERWRITING AGREEMENTUnderwriting Agreement • June 30th, 2026 • Micware Co., Ltd. • Services-computer programming services
The undersigned, Micware Co., Ltd., a joint-stock corporation with limited liability incorporated under Japanese law (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Micware Co., Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”) (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:
TOTAL SUBSCRIPTION AGREEMENT FOR STOCK ACQUISITION RIGHTS (First Series Stock Acquisition Rights of Micware Co., Ltd.)Total Subscription Agreement for Stock Acquisition Rights • March 6th, 2026 • Micware Co., Ltd. • Services-computer programming services
Micware Co., Ltd. (the “Company”) and the person identified on the signature page hereto (the “Subscriber”) hereby enter into this Total Subscription Agreement for Stock Acquisition Rights (this “Agreement”), pursuant to Articles 236 and 238 of the Companies Act of Japan and based on the resolution adopted at the shareholders’ meeting of the Company held on October 30, 2020 (the “Shareholders’ Meeting”), in connection with the allocation, as stock options, of the First Series Stock Acquisition Rights issued by the Company (the “Stock Acquisition Rights”) to the persons listed in the Schedule of Subscribers attached hereto, including the Subscriber, all of whom subscribe for the total number thereof.
UNDERWRITING AGREEMENTUnderwriting Agreement • April 2nd, 2026 • Micware Co., Ltd. • Services-computer programming services
The undersigned, Micware Co., Ltd., a joint-stock corporation with limited liability incorporated under Japanese law (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Micware Co., Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”) (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:
COMMITMENT LINE AGREEMENTCommitment Line Agreement • June 30th, 2026 • Micware Co., Ltd. • Services-computer programming services
Micware Co., Ltd. (hereinafter referred to as “Borrower”) and Sumitomo Mitsui Banking Corporation (hereinafter referred to as “Lender”) hereby agree, in addition to the provisions of the “Bank Transaction Agreement” separately agreed between the Borrower and Lender, to the following terms and conditions, and have entered into this Commitment Line Agreement (hereinafter referred to as “this Agreement”) as of October 31, 2025.
Amendment MemorandumBasic Agreement for Long-Term Development Commission • March 6th, 2026 • Micware Co., Ltd. • Services-computer programming services
Honda Motor Co., Ltd. (hereinafter referred to as “Honda”) and Micware Automotive Co., Ltd. (which succeeded the business of Micware Co., Ltd. as of March 1, 2024; hereinafter referred to as “Micware”) hereby enter into this memorandum (hereinafter referred to as “this Memorandum”) with respect to the “Basic Agreement for Long-Term Development Commission” dated September 24, 2019, executed between Honda and Micware Co., Ltd. (hereinafter referred to as “the Original Agreement”), as follows.
Basic System Development AgreementBasic System Development Agreement • March 6th, 2026 • Micware Co., Ltd. • Services-computer programming services
Toyota Motor Corporation (hereinafter referred to as “TOYOTA”) and Micware Co., Ltd. (hereinafter referred to as “Micware”) hereby enter into the following basic agreement concerning the development work for the [****].
Copyright License AgreementCopyright License Agreement • March 6th, 2026 • Micware Co., Ltd. • Services-computer programming services
This Copyright License Agreement (hereinafter referred to as the “Agreement”) is entered into between Micware Co., Ltd. (hereinafter referred to as “Micware”) and Toyota Mapmaster Incorporated (hereinafter referred to as “TMI”) with respect to the license of the copyrighted work described in [****] (hereinafter referred to as the “Work”), under the following terms and conditions:
Limitation of Liability Agreement (For Non-Executive Director)Limitation of Liability Agreement • March 6th, 2026 • Micware Co., Ltd. • Services-computer programming services
This Limited Liability Agreement (this “Agreement”) is entered into by and between Micware Co., Ltd. (the “Company”) and __________ (the “Director”), pursuant to Article 427, Paragraph 1 of the Companies Act of Japan and Article 27 of the Articles of Incorporation of the Company, for the purpose of limiting the liability of the Director to the Company under Article 423, Paragraph 1 of the Companies Act, as set forth below.
REVOLVING CREDIT FACILITY AGREEMENT (JPY 3,000,000,000)Revolving Credit Facility Agreement • June 30th, 2026 • Micware Co., Ltd. • Services-computer programming services
Micware Co., Ltd. (hereinafter “Borrower”), the following five companies (individually or collectively, “Joint and Several Guarantors”), and MUFG Bank, Ltd. (hereinafter “Lender”), having acknowledged the provisions of the Bank Transaction Agreement, hereby agree as follows as of February 25, 2025 (hereinafter “Agreement Date”) (hereinafter “this Agreement”, which shall take effect on the Agreement Date):
MICWARE CO., LTD. AND THE BANK OF NEW YORK MELLON As Depositary AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY SHARES Deposit Agreement May 13, 2026Deposit Agreement • June 30th, 2026 • Micware Co., Ltd. • Services-computer programming services • New York
DEPOSIT AGREEMENT dated as of May 13, 2026 among MICWARE CO., LTD., a joint-stock corporation with limited liability incorporated under the laws of Japan (herein called the Company), THE BANK OF NEW YORK MELLON, a New York banking corporation (herein called the Depositary), and all Owners and Holders (each as hereinafter defined) from time to time of American Depositary Shares issued hereunder.
Master Outsourcing AgreementMaster Outsourcing Agreement • March 6th, 2026 • Micware Co., Ltd. • Services-computer programming services
hereby enter into this Master Outsourcing Agreement (hereinafter referred to as “this Agreement”) pursuant to which Party A commissions Party B to perform all or part of the work to be carried out by Party A or a third party designated by Party A under a contract for work.
UNDERWRITING AGREEMENTUnderwriting Agreement • April 15th, 2026 • Micware Co., Ltd. • Services-computer programming services
The undersigned, Micware Co., Ltd., a joint-stock corporation with limited liability incorporated under Japanese law (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Micware Co., Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”) (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows:
Basic Agreement for Long-Term Development CommissionBasic Agreement for Long-Term Development Commission • March 6th, 2026 • Micware Co., Ltd. • Services-computer programming services
Honda R&D Co., Ltd. (hereinafter referred to as “Honda”) and Micware Co., Ltd. (hereinafter referred to as “Micware”) hereby confirm that Micware is a long-term strategic partner in relation to the development of Honda’s software platform for IVI (In-Vehicle Infotainment) for [****] and enter into this Agreement as follows.
Master Outsourcing AgreementMaster Outsourcing Agreement • March 6th, 2026 • Micware Co., Ltd. • Services-computer programming services
MICWARE CO., LTD. (hereinafter referred to as “Micware”) and UNI-ELECTRONICS,INC. (hereinafter referred to as “UNI”) hereby enter into this Master Outsourcing Agreement (hereinafter referred to as the “Agreement”) to establish the fundamental terms and conditions under which Micware shall commission UNI to perform certain services.
UNDERWRITING AGREEMENTUnderwriting Agreement • April 27th, 2026 • Micware Co., Ltd. • Services-computer programming services
The undersigned, Micware Co., Ltd., a joint-stock corporation with limited liability incorporated under Japanese law (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries or affiliates of Micware Co., Ltd., the “Company”), hereby confirms its agreement (this “Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”) (hereinafter referred to as “you” (including its correlatives) or the “Underwriter”) as follows: