Contract analysis

Article I — Definitions For purposes of this ADR, reference is hereby made to Article I of the Deposit Agreement for all defined terms. To the extent any defined term used in this ADR is not defined herein, such term shall have the meaning ascribed to it in the Deposit Agreement. The following key definitions are repeated herein for convenience of reference and shall be construed consistently with the corresponding d

Article II — Form of ADR; Issuance and Delivery of ADRs

Section 2.1. Evidence of ADSs. This ADR is evidence of ADSs issued under the Deposit Agreement. Each ADS represents and entitles the Holder thereof to receive, subject to the terms and conditions of the Deposit Agreement, two (2) Ordinary Shares deposited with the Custodian, together with any additional Deposited Securities attributable thereto.

Section 2.2. Certificated and Uncertificated Forms. ADRs may be issued in certificated form, as set forth on the face hereof, or in uncertificated (book-entry) form, including through the facilities of The Depository Trust Company ("DTC"). ADSs held in book-entry form through DTC shall be evidenced by one or more global ADRs registered in the name of DTC's nominee, Cede & Co., or such other nominee as DTC may designa

Section 2.3. Issuance upon Deposit. ADSs shall be issued by the Depositary upon the deposit of Ordinary Shares with the Custodian in accordance with the terms and conditions of the Deposit Agreement. The Depositary shall not issue ADSs against the deposit of Ordinary Shares unless and until it has received confirmation from the Custodian that the Ordinary Shares have been received and are being held for the account o

Section 2.4. Pre-Release. The Depositary may issue ADSs prior to the receipt of confirmation that the corresponding Ordinary Shares have been deposited with the Custodian (a "pre-release"), subject to the terms and conditions of the Deposit Agreement relating to pre-release transactions, including the receipt of collateral and such other conditions as the Depositary may determine.

Section 2.5. Register of Holders. The Depositary shall maintain at its principal office, or cause the Registrar (Crestfield Transfer Services Inc.) to maintain, a register of all Holders and all transfers, combinations, and split-ups of ADRs. Such register shall be open to inspection by the Company and any Holder at all reasonable times, but solely for the purpose of communicating with Holders in connection with thei

Article III — Certain Obligations of Holders and Beneficial Owners

Section 3.1. Representations and Warranties upon Acquisition. Each Holder and Beneficial Owner of ADSs, upon acquisition of any ADSs or any interest therein, represents and warrants to and agrees with the Depositary and the Company that: (a) such person has acquired the ADSs and any interest therein in compliance with all applicable securities laws, including the Securities Act of 1933, as amended, and applicable non

Section 3.2. Obligation to Provide Information. Each Holder and Beneficial Owner shall, upon the reasonable request of the Depositary or the Company, provide such proof of citizenship, residence, exchange control approvals, beneficial ownership information, tax status (including any applicable IRS Forms W-9 or W-8, as the case may be), and such other information as the Depositary or the Company may reasonably request

Section 3.3. Tax Obligations. Each Holder and Beneficial Owner shall be responsible for the timely payment of any taxes, duties, charges, assessments, or governmental charges payable by the Depositary or the Custodian in respect of the ADSs or the Deposited Securities that are attributable to such Holder's or Beneficial Owner's interest in the ADSs. The Depositary may refuse to effect any deposit, registration of tra

Section 3.4. Compliance with Applicable Law. Each Holder and Beneficial Owner shall comply with all applicable laws, rules, and regulations, including without limitation all applicable US and German securities laws, tax laws, and foreign exchange control regulations, in connection with the ownership, transfer, and disposition of ADSs and any interest therein.

Section 3.5. Disclosure of Interests. Each Holder and Beneficial Owner shall comply with all requests from the Company for information regarding beneficial ownership of ADSs and the underlying Ordinary Shares to the extent required under applicable German or US law, including without limitation: (a) Section 13(d) and Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and

Article IV — Deposited Securities; Pre-Emptive Rights

Section 4.1. German Stock Corporation Act. The Company's Ordinary Shares are subject to the German Stock Corporation Act (Aktiengesetz, or "AktG") and the Company's articles of association (Satzung). The rights of holders of Ordinary Shares are governed by German law and the Company's Satzung, and may differ in material respects from the rights of stockholders of US corporations.

Section 4.2. Pre-Emptive Rights (Bezugsrechte). Under German law, holders of Ordinary Shares generally have pre-emptive rights (Bezugsrechte) to subscribe for newly issued shares in proportion to their existing shareholdings, unless such pre-emptive rights are excluded by a resolution of the shareholders' meeting (Hauptversammlung) adopted in accordance with applicable provisions of the AktG and the Company's Satzung

Section 4.3. Unavailability of Pre-Emptive Rights. If the Depositary determines that it is not lawful or reasonably practicable to make pre-emptive rights available to Holders (including because the rights may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption therefrom, and such registration or exemption is not available), the Depositary may, in its di

Section 5.1. Company Notices. The Company shall provide to the Depositary, promptly after dispatch to holders of Ordinary Shares, copies of all notices, reports, and communications sent or made available to holders of Ordinary Shares generally, including without limitation notices of shareholders' meetings, notices of dividend declarations, annual and interim reports, and any other information disseminated by the Com

Section 5.2. Depositary's Distribution of Notices. The Depositary shall, at the Company's expense (to the extent provided in the Deposit Agreement), make available to Holders all such notices and communications received from the Company, including annual reports, interim reports, and notices of shareholder meetings, by mailing copies thereof (or otherwise making such information available) to Holders, or by any other

Section 5.3. SEC Reporting. The Company's annual report shall be filed with the US Securities and Exchange Commission (the "SEC") on Form 20-F, and current reports and other information shall be furnished to the SEC on Form 6-K, in each case in accordance with the applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder.

Article VI — Reports and Financial Statements

Section 6.1. Annual Reports. The Company shall furnish to the Depositary, promptly upon filing with the SEC, copies of its annual report on Form 20-F, including its audited consolidated financial statements prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board.

Section 6.2. Independent Auditors. The Company's IFRS financial statements shall be audited by the Company's independent auditors, currently Blackmere & Whitfield LLP / GmbH Wirtschaftsprüfungsgesellschaft, or such other firm of independent public accountants as the Company may appoint from time to time.

Section 6.3. Current Reports. The Company shall furnish to the Depositary, promptly upon filing or furnishing to the SEC, copies of all current reports on Form 6-K and any other reports, documents, or information filed or furnished by the Company with the SEC.

Section 6.4. Availability to Holders. The Depositary shall make available to Holders all reports and financial statements received from the Company pursuant to this Article VI, in such manner as the Depositary may determine in its discretion, which may include making such reports available at the Depositary's principal office, on the Depositary's website, or by such other means as the Depositary may determine from ti

Section 7.1. Indemnification by the Company. The Company shall indemnify, defend, and hold harmless the Depositary, its directors, officers, employees, and agents, from and against any and all losses, liabilities, claims, damages, costs, and expenses (including reasonable attorneys' fees and expenses) incurred by any of them without negligence or bad faith on the part of the Depositary, arising out of or in connectio

Section 7.2. Indemnification by the Depositary. The Depositary shall indemnify, defend, and hold harmless the Company, its directors, officers, employees, and agents, from and against any and all losses, liabilities, claims, damages, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or attributable to the Depositary's own negligence or willful misconduct in connection with the per

Section 7.3. Cross-Reference. The indemnification provisions of this Article VII are subject to and qualified in their entirety by reference to the indemnification provisions set forth in the Deposit Agreement, including any limitations, conditions, and procedures applicable thereto.

Section 8.1. Successors and Assigns. The Deposit Agreement and this ADR shall be binding upon and inure to the benefit of the Company, the Depositary, and the Holders and Beneficial Owners of ADSs from time to time, and their respective heirs, executors, administrators, successors, and assigns. No Holder or Beneficial Owner shall have the right to assign any of its rights or obligations under the Deposit Agreement or

Section 8.2. Severability. If any provision of this ADR or the Deposit Agreement is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and such invalid, illegal, or unenforceable provision shall be reformed, construed, and enforced to the maximum extent permis

Section 8.3. Entire Agreement. The Deposit Agreement, including this form of ADR and all schedules, exhibits, and annexes thereto, constitutes the entire agreement among the Company, the Depositary, and all Holders and Beneficial Owners with respect to the subject matter hereof and thereof, and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, among the parties w

Section 8.4. No Third-Party Beneficiary Rights. Nothing in this ADR or the Deposit Agreement is intended to or shall be construed to confer upon any person (other than the Company, the Depositary, the Holders, and the Beneficial Owners) any rights, remedies, obligations, or liabilities under or by reason of this ADR or the Deposit Agreement, except as expressly provided herein or therein.

Section 8.5. Waiver. No failure or delay by any party hereto in exercising any right, power, or privilege hereunder or under the Deposit Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The rights and remedies provided herein and in the Dep

Section 8.6. Headings. The headings of the articles, sections, and paragraphs of this ADR are inserted for convenience of reference only and shall not affect the meaning or interpretation of this ADR or any provision hereof.

Section 8.7. Counterparts. The Deposit Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

Article IX — Governing Law Restatement This ADR and the Deposit Agreement, and the rights and obligations of the Company, the Depositary, the Holders, and the Beneficial Owners hereunder and thereunder, shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflict of laws principles thereof that would result in the application of the substantive laws of any other

1. Due Execution. The American Depositary Receipt bearing Certificate Number [__] (the "ADR"), evidencing [__] American Depositary Shares, each representing two (2) Ordinary Shares (Stammaktien), no par value, of Halcyon Semiconductor Aktiengesellschaft, has been duly executed by a duly authorized officer of the Depositary in accordance with the terms and conditions of the Deposit Agreement.

2. Countersignature. The ADR has been duly countersigned by Crestfield Transfer Services Inc., as Transfer Agent and Registrar, in accordance with the terms and conditions of the Deposit Agreement.

3. Deposit of Underlying Shares. The Depositary has received confirmation from the Custodian that the Ordinary Shares underlying the ADSs evidenced by the ADR have been received by the Custodian and are being held for the account of the Depositary in accordance with the terms of the Deposit Agreement.

4. Authentication. This Certificate of Authenticity is issued for internal authentication and recordkeeping purposes only and does not constitute a part of the ADR or the Deposit Agreement. Authentication Stamp / Code: [________] MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION as Depositary By: ________ Name: [Insert name of authorized officer] Title: [Insert title] Date: ________ INTERNAL RECORD — RETAIN IN DEPOSITARY'