Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "ADS" means an American Depositary Share, each representing the right to receive two (2) Ordinary Shares deposited with the Custodian pursuant to this Agreement. References to ADSs shall include ADSs evidenced by ADRs in certificated form and ADSs held in uncertificated (book-entry) form through the fac

Section 1.2 — Rules of Construction (a) Unless the context otherwise requires, words importing the singular shall include the plural and vice versa, and words importing any gender shall include all genders. (b) Section headings and article headings used in this Agreement are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof. (c) All references herein to

ARTICLE 2 — APPOINTMENT OF DEPOSITARY; CUSTODIAN; FORM OF ADRs

Section 2.1 — Appointment of Depositary and Custodian (a) The Company hereby appoints Meridian Trust Company, National Association as Depositary under this Agreement, and Meridian Trust Company, National Association hereby accepts such appointment and agrees to act as Depositary in accordance with the terms and conditions hereof. (b) The Depositary shall appoint a Custodian in the Federal Republic of Germany for the

Section 2.2 — Form, Transferability, and Registration of ADRs (a) ADRs shall be issued in registered form only. ADRs may be issued in certificated form or in uncertificated (book-entry) form. The Depositary is authorized and directed to issue ADRs through the facilities of DTC in book-entry form, and DTC (or its nominee, Cede & Co.) may be registered as the Holder of all or any portion of the ADSs so issued. (b) ADRs

Section 2.3 — ADS Ratio (a) Each ADS shall represent the right to receive two (2) Ordinary Shares (Stammaktien) of the Company, no par value. Unless and until the ADS ratio is adjusted in accordance with paragraph (b) of this Section 2.3, each ADS shall continue to represent the right to receive two (2) Ordinary Shares. (b) The Depositary may, with the prior written consent of the Company (which consent shall not be

Section 2.4 — Lists of Holders (a) The Depositary shall maintain, through the Registrar, a register of all Holders of ADSs, recording the name, address, tax identification number (to the extent provided), and number of ADSs held by each Holder. (b) The Depositary shall make the register of Holders available for inspection by the Company and its authorized representatives at reasonable times during business hours at t

ARTICLE 3 — DEPOSIT OF SHARES AND ISSUANCE OF ADSs

Section 3.1 — Deposit of Ordinary Shares (a) Subject to the terms and conditions of this Agreement, any person may deposit Ordinary Shares with the Custodian (or deliver evidence satisfactory to the Depositary and the Custodian of the book-entry transfer of Ordinary Shares through Ashgrove Enterprises to the Custodian's account at Ashgrove Enterprises) for the purpose of having ADSs issued hereunder in respect of suc

Section 3.2 — Issuance of ADSs Against Deposit (a) Upon receipt by the Depositary of confirmation from the Custodian that Ordinary Shares have been deposited with the Custodian (or that evidence of book-entry transfer of Ordinary Shares to the Custodian's account at Ashgrove Enterprises has been received), and upon satisfaction of all other conditions to issuance set forth in this Agreement, the Depositary shall (sub

Section 3.3 — Deposit in Connection with the Offering (a) In connection with the initial public offering of ADSs contemplated by the Registration Statements filed with the SEC, the following Ordinary Shares shall be deposited with the Custodian: (i) New Ordinary Shares. 30,000,000 newly issued Ordinary Shares of the Company, to be issued by the Company pursuant to a resolution of the Company's management board (Vorst

Section 3.4 — Pre-Release of ADSs (a) Notwithstanding any other provision of this Agreement, the Depositary may, in its discretion, issue ADSs prior to the deposit of the underlying Ordinary Shares with the Custodian (a "Pre-Release") or deliver Ordinary Shares prior to the cancellation and surrender of the corresponding ADSs, subject to the following conditions: (i) Each Pre-Release shall be subject to a written agr

Section 3.5 — Conditions to Issuance (a) The Depositary may require, as a condition to the issuance of ADSs, the delivery of such documentation as it may reasonably determine to be necessary or appropriate, including without limitation: (i) proof of authority of the person depositing the Ordinary Shares to make such deposit and to receive the ADSs to be issued; (ii) tax certifications, including without limitation IR

ARTICLE 4 — WITHDRAWAL OF DEPOSITED SECURITIES; CANCELLATION OF ADSs

Section 4.1 — Withdrawal and Cancellation (a) Subject to the terms and conditions of this Agreement, a Holder of ADSs may at any time surrender ADSs to the Depositary at its principal office (or at the office of the Registrar) for the purpose of withdrawing the underlying Ordinary Shares represented by such ADSs. (b) Upon surrender of ADSs for withdrawal and upon payment of all applicable fees, taxes, and charges as

Section 4.2 — Partial Withdrawal (a) A Holder may withdraw a portion of the Ordinary Shares underlying its ADSs by surrendering a corresponding number of ADSs to the Depositary. The Depositary shall cancel the corresponding number of ADSs and instruct the Custodian to deliver the withdrawn Ordinary Shares in accordance with Section 4.1. (b) Any partial withdrawal must be in whole ADS increments, meaning that the numb

Section 4.3 — Limitations on Withdrawal (a) No withdrawal of deposited Ordinary Shares shall be permitted if such withdrawal would contravene any applicable law or regulation, including without limitation: (i) the economic sanctions programs administered by the Office of Foreign Assets Control ("OFAC") of the United States Department of the Treasury; (ii) the regulations of the German Federal Financial Supervisory Au

ARTICLE 5 — DIVIDENDS AND OTHER DISTRIBUTIONS

Section 5.1 — Cash Distributions (Dividends) (a) Upon receipt by the Depositary or the Custodian of a cash dividend or other cash distribution on the deposited Ordinary Shares, the Depositary shall, to the extent practicable and permitted by applicable law: (i) convert the amount received (net of any amounts required to be withheld as taxes) into United States dollars, if such amount is denominated in euros or any ot

Section 5.2 — Distributions of Shares (Stock Dividends) (a) If the Company distributes additional Ordinary Shares as a stock dividend or bonus issue on or in respect of the deposited Ordinary Shares, the Depositary shall, to the extent practicable: (i) distribute additional ADSs to the Holders entitled thereto, at the applicable ADS ratio, pro rata according to the number of ADSs held by each such Holder as of the AD

Section 5.3 — Distributions of Rights (a) If the Company distributes to the holders of Ordinary Shares rights to subscribe for additional Ordinary Shares or other securities of the Company (including without limitation pre-emptive rights (Bezugsrechte) under the German Stock Corporation Act (Aktiengesetz)), the Depositary shall use commercially reasonable efforts to make such rights available to Holders to the extent

Section 5.4 — Distributions of Other Property (a) If the Company distributes to the holders of Ordinary Shares securities (other than Ordinary Shares), property, or other assets (including any distribution of assets in connection with a spin-off, split-off, or similar transaction), the Depositary shall, to the extent practicable: (i) distribute such property to the Holders entitled thereto, pro rata, in such manner a

Section 5.5 — Fractional ADSs and Rounding (a) The Depositary shall not issue fractional ADSs in connection with any distribution under this Article 5 or any other provision of this Agreement. In the event that a distribution or other transaction would result in a Holder becoming entitled to a fraction of an ADS, the Depositary shall aggregate all such fractional entitlements and sell the Ordinary Shares representing

Section 5.6 — Currency Conversion (a) Whenever the Depositary is required to convert any amount from euros (or any other non-US dollar currency) into United States dollars for the purposes of any distribution or payment under this Agreement, the Depositary shall effect such conversion at such rate or rates as the Depositary may obtain from customary foreign exchange dealers selected by the Depositary in its sole disc

Section 5.7 — Record Dates for Distributions (a) Whenever the Company establishes a record date for a distribution on the Ordinary Shares, the Depositary shall, to the extent practicable, set an ADS Record Date that corresponds to such record date, taking into account the settlement cycle and the time necessary to process the distribution. The ADS Record Date shall be set by the Depositary after consultation with the

ARTICLE 6 — VOTING OF DEPOSITED SECURITIES

Section 6.1 — Voting Rights; Voting Instructions (a) Holders of ADSs shall have no direct voting rights with respect to the Ordinary Shares underlying their ADSs. The right to vote the deposited Ordinary Shares shall be exercised only by the Depositary (or the Custodian on behalf of the Depositary) in accordance with the voting instructions received from Holders as set forth in this Article 6. (b) Upon receipt of not

Section 6.2 — Discretionary Proxy (a) If the Company so requests in writing, and subject to applicable law (including the German Stock Corporation Act (Aktiengesetz) and applicable SEC rules), the Depositary may (but shall not be required to) deem a Holder who has not provided voting instructions by the Instruction Cutoff Date to have authorized and directed the Depositary to give a discretionary proxy to a person de

Section 6.3 — Limitations on Voting (a) The Depositary shall bear no responsibility if votes are not cast or are not cast in accordance with a Holder's instructions due to any of the following: (i) late receipt of voting instructions by the Depositary, the Custodian, or any voting agent; (ii) illegible, incomplete, or ambiguous voting instructions; (iii) failure of communication systems, mail services, electronic tra

ARTICLE 7 — DEPOSITARY FEES AND CHARGES

Section 7.1 — Fee Schedule (a) The Depositary shall be entitled to charge and collect from Holders and/or Beneficial Owners the following fees in connection with the ADSs: (b) The annual depositary service fee may be collected by the Depositary by deduction from cash dividends or other cash distributions made to Holders, or if no cash dividends or distributions are paid during a particular period, by direct billing t

Section 7.2 — Reimbursable Expenses In addition to the fees set forth in Section 7.1, Holders and Beneficial Owners shall be required to reimburse the Depositary for the following expenses incurred by or on behalf of the Depositary in connection with the ADSs: (a) any taxes (including stamp taxes), duties, governmental charges, and registration or transfer fees payable in connection with the deposited Ordinary Shares

Section 7.3 — Company Payments to Depositary (a) The Company agrees to pay the Depositary the following amounts in connection with the establishment and ongoing administration of the ADR program: (i) reimbursement of certain ADS holder servicing costs, including expenses related to investor relations activities, distribution of annual and interim reports to Holders, and annual meeting-related expenses, in accordance

Section 7.4 — Right to Collect (a) The Depositary shall have the right to offset and deduct any fees, charges, taxes, and expenses payable by a Holder or Beneficial Owner under this Agreement from any distribution of cash or other property to be made to such Holder or Beneficial Owner. (b) The Depositary may refuse to effect any issuance, transfer, distribution, or other service under this Agreement with respect to A

ARTICLE 8 — REPORTS AND NOTICES

Section 8.1 — Reporting Obligations (a) The Company shall furnish to the Depositary (in English or accompanied by an English translation) copies of all reports, notices, proxy materials, and communications of a general nature sent by the Company to holders of Ordinary Shares, including without limitation: (i) annual reports on Form 20-F filed with the SEC; (ii) current reports on Form 6-K furnished to the SEC; (iii)

Section 8.2 — Distribution of Reports to Holders (a) The Depositary shall make available to Holders all reports, notices, and communications received from the Company pursuant to Section 8.1, either by: (i) mailing such materials (or a summary thereof) to each Holder at the address appearing on the ADS register; (ii) posting such materials on the Depositary's website maintained for the benefit of Holders of ADSs; or

Section 8.3 — Notices (a) Notices, requests, and other communications under this Agreement shall be delivered to the following addresses (or such other addresses as the applicable party may designate in writing from time to time): If to the Company: Halcyon Semiconductor Aktiengesellschaft Maximilianstraße 72 80539 Munich, Germany Attention: Wilhelm Ostermann, General Counsel (Chefjustitiar) Email: w.ostermann@halcyo

ARTICLE 9 — REPRESENTATIONS AND WARRANTIES

Section 9.1 — Representations and Warranties of the Company The Company hereby represents and warrants to the Depositary, and to each Holder and Beneficial Owner, as of the date hereof and as of the date of each deposit of Ordinary Shares hereunder, as follows: (a) Organization and Good Standing. The Company is duly organized and validly existing as an Aktiengesellschaft under the laws of the Federal Republic of Germ