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Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

(a) 1. Financial Statements

See Index to consolidated financial statements in Part II, Item 8 of this Annual Report on Form 10-K, which is incorporated herein by reference.

  1. Financial Statement Schedules

All financial statement schedules have been omitted because they are either not applicable or the required information is shown in the consolidated financial statements or notes thereto.

  1. Exhibits

See the Exhibit Index which precedes the signature page of this Annual Report, which is incorporated herein by reference.

(b) Exhibits

See Item 15(a)(3) above.

(c) Financial Statement Schedules

See Item 15(a)(2) above.

EXHIBIT INDEX

Exhibit NumberDescription
3.3Amended and Restated Certificate of Incorporation of Super Micro Computer, Inc.(1)
3.4Amended and Restated Bylaws of Super Micro Computer, Inc.(1)
4.1Specimen Stock Certificate for Shares of Common Stock of Super Micro Computer, Inc.(1)
4.5+Description of Securities
10.1*Amended 1998 Stock Option Plan(1)
10.2*Form of Incentive Stock Option Agreement under 1998 Stock Option Plan(1)
10.3*Form of Nonstatutory Stock Option Agreement under 1998 Stock Option Plan(1)
10.4*Form of Nonstatutory Stock Option Agreement outside the 1998 Stock Option Plan(1)
10.5*2006 Equity Incentive Plan(1)
10.6*Form of Option Agreement under Super Micro Computer, Inc. 2006 Equity Incentive Plan(1)
10.7*Form of Restricted Stock Agreement under Super Micro Computer, Inc. 2006 Equity Incentive Plan(1)
10.8*Form of Restricted Stock Unit Agreement under Super Micro Computer, Inc. 2006 Equity Incentive Plan(1)
10.9*Form of Directors’ and Officers’ Indemnity Agreement(1)
10.10*Offer Letter for Sara Liu(1)
10.11*Offer Letter for Alex Hsu(1)
10.12*Offer Letter for Howard Hideshima(1)
10.13*Director Compensation Policy through March 1, 2019(1)
10.14Product Manufacturing Agreement dated January 8, 2007 between Super Micro Computer, Inc. and Ablecom Technology Inc.(1)
10.15*Form of Notice of Grant of Stock Option under 2006 Equity Incentive Plan(2)
10.16*Form of Notice of Grant of Restricted Stock under 2006 Equity Incentive Plan(2)
10.17*Form of Notice of Grant of Restricted Stock Unit under 2006 Equity Incentive Plan(2)
10.18Agreement of Purchase and Sale(3)
10.19*Stock Option Exercise Notice and Restricted Stock Purchase Agreement—Charles Liang(4)
10.20*Stock Option Exercise Notice and Restricted Stock Purchase Agreement—Sara Liu (5)
10.21*Stock Option Exercise Notice and Restricted Stock Purchase Agreement—Shiow-Meei Liaw(5)
10.22Agreement of Purchase and Sale of Properties on Fox Lane and Fox Drive, San Jose, California(6)
10.23Business Loan Agreement dated as of June 17, 2010, by and between Super Micro Computer, Inc. and Bank of America(7)
10.24Amendment No.1 to Loan Agreement, dated August 15, 2011 between Super Micro Computer, Inc. and Bank of America (9)
10.25Amendment No. 2 to Loan Agreement, dated October 4, 2011 between Super Micro Computer, Inc. and Bank of America (9)
10.26*2006 Equity Incentive Plan, as amended(8)
10.27Purchase and Sale Agreement on Ridder Park Drive, San Jose, California(10)
10.28Addendum 1 to Purchase and Sale Agreement on Ridder Park Drive, San Jose, California(10)
10.29Amendment No. 3 to Loan Agreement, dated September 30, 2013 between Super Micro Computer, Inc. and Bank of America(11)
10.30Summary of Credit Facility, dated November 5, 2013 between Super Micro Computer, Inc. and CTBC Bank (11)
10.31Extension of Loan Agreement with Bank of America, N.A., dated November 13, 2014(12)
10.32Summary of Credit Facility, dated December 1, 2014 between Super Micro Computer, Inc. and CTBC Bank (12)
10.33Amendment No. 4 to Loan Agreement, dated June 19, 2015 between Super Micro Computer, Inc. and Bank of America(13)
10.34Extension of Loan Agreement with Bank of America, N.A., dated November 13, 2015(14)
10.35Extension of Credit Agreement with CTBC Bank dated January 29, 2016(15)
10.36*2016 Equity Incentive Plan(16)
10.37*Form of Notice of Grant of Stock Option under 2016 Equity Incentive Plan(17)
10.38*Form of Stock Option Agreement Under 2016 Equity Incentive Plan(17)
10.39*Form of Notice of Grant of Restricted Stock Units under 2016 Equity Incentive Plan(17)
10.40*Form of Restricted Stock Units Agreement under 2016 Equity Incentive Plan(17)
10.41Extension of Loan Agreement with Bank of America, N.A., dated March 14, 2016(18)
10.42Extension of Loan Agreement with Bank of America, N.A., dated April 26, 2016(18)
10.43Summary of Credit Facility, dated April 1, 2016 between Super Micro Computer, Inc. and CTBC Bank(18)
10.44Extension of Loan Agreement with Bank of America, N.A., dated May 27, 2016(19)
10.45Credit Agreement dated as of June 30, 2016 between Super Micro Computer, Inc. and Bank of America(19)
10.46Second Amendment to Credit Agreement with Bank of America, N.A. dated May 5, 2017(20)
10.47Summary of Credit Facilities with CTBC Bank dated May 8, 2017(27)
10.48Extension of Credit Agreement with Bank of America, N.A., dated October 28, 2017(21)
10.49Extension of Credit Agreement with Bank of America, N.A., dated January 12, 2018(22)
10.50Third Amendment to Credit Agreement with Bank of America, N.A., dated March 12, 2018(23)
10.51Loan and Security Agreement with Bank of America, N.A., dated April 19, 2018
10.52Extension of Loan and Security Agreement with Bank of America, N.A., dated September 7, 2018(24)
10.53Summary of Credit Facilities with CTBC Bank dated January 17, 2018 and Extension letters dated on April 29, 2018(27)
10.54+Second Amendment to Loan and Security Agreement, dated as of June 27, 2019(28)
10.55*+‡Offer Letter for Kevin Bauer
10.56*+‡Offer Letter for Don Clegg
10.57*+‡Offer Letter for George Kao
10.58*+‡Offer Letter for David Weigand
10.59+Letter Agreement with Bank of America, N.A., dated October 28, 2019
14.1Code of Business Conduct and Ethics (25)
21.1+Subsidiaries of Super Micro Computer, Inc.
24.1+Power of Attorney (included in signature pages)
31.1+Certification of Charles Liang, President and CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2+Certification of Kevin Bauer, CFO and Secretary Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+Certification of Charles Liang, President and CEO Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(26)
32.2+Certification of Kevin Bauer, CFO and Secretary Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(26)
101.INS+XBRL Instance Document
101.SCH+XBRL Taxonomy Extension Schema Document
101.CAL+XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF+XBRL Taxonomy Extension Definition Linkbase Document
101.LAB+XBRL Taxonomy Extension Label Linkbase Document
101.PRE+XBRL Taxonomy Extension Presentation Linkbase Document
+Filed herewith
(1)Incorporated by reference to the same number exhibit filed with the Registrant’s Registration Statement on Form S-1 (Registration No. 333-138370), declared effective by the Securities and Exchange Commission on March 28, 2007.
(2)Incorporated by reference to the Company’s registration statement on Form S-8 (Commission File No. 333-142404) filed with the Securities and Exchange Commission on April 27, 2007.
(3)Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on Form 8-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on June 29, 2007.
(4)Incorporated by reference to the Company’s Annual Report on Form 10-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on September 2, 2008.
(5)Incorporated by reference to the Company’s Current Report on Form 8-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on December 2, 2008.
(6)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-33383) filed with the Securities and Exchange Commission on May 7, 2010.
(7)Incorporated by reference to Exhibit 10.34 from the Company’s Annual Report on Form 10-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on September 7, 2010.
(8)Incorporated by reference to Appendix A from the Company’s Definitive Proxy Statement on Schedule 14A (Commission File No. 001-33383) filed with the Securities and Exchange Commission on January 18, 2011.
(9)Incorporated by reference to the Company's Quarterly Report on Form 10-Q (Commission File No. 001-33383) filed with the Securities and Exchange Commission on November 7, 2011.
(10)Incorporated by reference to the Company's Current Report on Form 8-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on September 24, 2013.
(11)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-33383) filed with the Securities and Exchange Commission on November 7, 2013.
(12)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-33383) filed with the Securities and Exchange Commission on February 9, 2015.
(13)Incorporated by reference to the Company’s Annual Report on Form 10-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on September 10, 2015.
(14)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-33383) filed with the Securities and Exchange Commission on November 16, 2015.
(15)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-33383) filed with the Securities and Exchange Commission on February 4, 2016.
(16)Incorporated by reference to the Company's Current Report on Form 8-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on March 14, 2016.
(17)Incorporated by reference to the Company's registration statement on Form S-8 (Commission File No.333-210881) filed with the Securities and Exchange Commission on April 22, 2016.
(18)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-33383) filed with the Securities and Exchange Commission on May 6, 2016.
(19)Incorporated by reference to the Company’s Annual Report on Form 10-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on August 26, 2016.
(20)Incorporated by reference to the Company’s Quarterly Report on Form 10-Q (Commission File No. 001-33383) filed with the Securities and Exchange Commission on May 10, 2017.
(21)Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on October 31, 2017.
(22)Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on January 17, 2018.
(23)Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on March 13, 2018.
(24)Incorporated by reference to Exhibit 10.1 from the Company’s Current Report on 8-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on September 12, 2018.
(25)Incorporated by reference to Exhibit 14.1 from the Company’s Current Report on 8-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on February 5, 2019.
(26)The certifications attached as Exhibit 32.1 and 32.2 accompany the Annual Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by Super Micro Computer, Inc. for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
(27)Incorporated by reference to the Company's Annual Report on Form 10-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on May 17, 2019.
(28)Incorporated by reference to Exhibit 10.1 from the Company's Current report on 8-K (Commission File No. 001-33383) filed with the Securities and Exchange Commission on July 2, 2019.
*Management contract, or compensatory plan or arrangement
‡Certain portions of this document, the disclosure of which would constitute a clearly unwarranted invasion of personal privacy, have been redacted in accordance with Regulation S-K Item 606(a)(6).

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