Contract analysis

Section 1. Definitions As used in this Letter Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Letter Agreement shall have the meanings ascribed to them in the Deposit Agreement, unless the context otherwise requires. "ADR" means an American Depositary Receipt evidencing one or more ADSs issued by the Depositary pursuant to the Deposit Agreement. "

Section 2. Pre-Effective Cooperation 2.1 General Cooperation Obligations. The Depositary and Halcyon agree to cooperate in good faith and use their respective commercially reasonable efforts in all matters necessary to prepare for and facilitate the establishment of the Level III ADR program and the closing of the Offering. Without limiting the generality of the foregoing, each Party shall promptly respond to reasona

Section 3. Appointment of Custodian in Germany 3.1 Custodian Appointment. The Depositary shall appoint a custodian (the "Custodian") in Germany for the safekeeping of Ordinary Shares deposited with the Depositary in connection with the issuance of ADSs. The Custodian shall be a banking institution of recognized standing licensed to conduct custodial operations in the Federal Republic of Germany under the German Banki

Section 4. Ordinary Share Deposit Mechanics 4.1 Primary Shares (New Issuance). (a) In connection with the Offering, Halcyon will issue 30,000,000 new Ordinary Shares (corresponding to 15,000,000 ADSs at the ADS ratio of 1 ADS to 2 Ordinary Shares) pursuant to the authorized capital (genehmigtes Kapital) provisions of its articles of association (Satzung). The issuance of such new Ordinary Shares shall be subject to a

Section 5. Coordination of Ashgrove Enterprises Settlement Procedures 5.1 Ashgrove Enterprises Account Setup. (a) The Depositary, acting through the Custodian, shall establish and maintain an account at Ashgrove Enterprises Banking AG for the receipt and holding of deposited Ordinary Shares (the "Ashgrove Enterprises Account"). The Ashgrove Enterprises Account shall be established in the name of the Depositary (or it

Section 6. ADS Registration and Transfer Agent Coordination 6.1 DTC Eligibility. (a) The Depositary shall apply for and obtain DTC eligibility for the ADSs prior to the Effectiveness Date. The Depositary shall prepare and submit all applications and documentation required by DTC in connection with the DTC eligibility determination, including any questionnaires, certifications, or undertakings required by DTC. (b) The

Section 7. Depositary Fees and Expenses 7.1 Fee Schedule. The depositary fee shall be $0.05 per ADS per annum, payable by ADS holders in accordance with the depositary fee schedule to be attached as an exhibit to the Deposit Agreement. The depositary fee schedule will also set forth additional fees for issuance of ADSs (upon deposit of Ordinary Shares), cancellation of ADSs (upon withdrawal of Ordinary Shares), and o

Section 8. Representations and Acknowledgments 8.1 Halcyon Representations. Halcyon represents and warrants to the Depositary as of the date of this Letter Agreement as follows: (a) Halcyon is a duly organized and validly existing Aktiengesellschaft under the laws of the Federal Republic of Germany, registered with the Commercial Register of the Amtsgericht München under HRB 217458, and has all requisite corporate po

Section 9. Confidentiality 9.1 Confidential Information. Each Party agrees to maintain the confidentiality of all non-public information received from the other Party (or from the other Party's counsel, auditors, or advisors) in connection with this Letter Agreement and the ADR program (collectively, "Confidential Information"), and shall not disclose, disseminate, or use such Confidential Information for any purpose

Section 10. Term and Termination 10.1 Effective Date. This Letter Agreement shall become effective upon execution and delivery by both Parties (the "Effective Date"). 10.2 Termination. This Letter Agreement shall terminate upon the earliest to occur of: (a) the execution and delivery of the Deposit Agreement by the Parties (at which point the Deposit Agreement shall supersede this Letter Agreement in its entirety, an

Section 11. Governing Law and Dispute Resolution 11.1 Governing Law. This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. The Parties have chosen the laws of the State of Delaware as the governing law of this Letter Agreement in

Section 12. Miscellaneous 12.1 Notices. All notices, requests, demands, consents, and other communications required or permitted to be given under this Letter Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered personally, (b) sent by overnight courier (with tracking capability and signature confirmation), (c) sent by registered or certified mail, return receipt requested, posta