Contract analysis

Section 1. Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "ADSs" means the American Depositary Shares of the Company, each representing two (2) ordinary shares (Stammaktien), no par value (Stückaktien), of the Company, to be issued by Meridian Trust Company, N.A., as Depositary, pursuant to the Deposit Agreement. "Company" means Halcyon Semiconductor Aktiengesellsc

Section 2. Lock-Up Restrictions (a) Prohibition on Transfer. During the Lock-Up Period, the undersigned shall not, and shall not cause or direct any other person or entity to, directly or indirectly, without the prior written consent of the Representative: (i) offer, sell, contract to sell, or otherwise dispose of any Lock-Up Securities; (ii) sell any option or contract to purchase any Lock-Up Securities; (iii) purch

Section 3. Permitted Exceptions Notwithstanding the restrictions set forth in Section 2, the undersigned may, without the prior written consent of the Representative, effect the following transactions, provided that the applicable conditions set forth below and in Section 3(g) are satisfied: (a) Transfers as Gifts or for Estate Planning. The undersigned may make (i) one or more bona fide gifts of Lock-Up Securities,

Section 4. Representations and Warranties of the Undersigned The undersigned hereby represents and warrants to the Representative and to each of the Underwriters as follows: (a) Power and Authority. The undersigned has full right, power, and authority to execute and deliver this Agreement and to perform the undersigned's obligations hereunder. If the undersigned is executing this Agreement on behalf of an entity or i

Section 5. Stop Transfer Instructions The undersigned hereby agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar in the United States (Crestfield Transfer Services Inc., in its capacity as transfer agent and registrar for the ADSs) and with any applicable share registrar or Zentralverwahrer in Germany (including Ashgrove Enterprises Banking AG) responsible fo

Section 6. Waiver and Consent The restrictions set forth in this Agreement may be waived or released, in whole or in part, with respect to any or all of the Lock-Up Securities subject hereto, at any time and from time to time, by the Representative, in its sole and absolute discretion, and without the consent of the undersigned. Any waiver or release granted by the Representative to any officer or director of the Com

Section 7. Termination This Agreement shall automatically terminate and be of no further force or effect, and the undersigned shall be released from all obligations hereunder, upon the earliest to occur of the following: (a) the Company notifies the Representative in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Offering; (b) the Underwriting Agreement (

Section 8. No Additional Compensation The undersigned acknowledges and agrees that no consideration has been or will be paid by the Representative, any other Underwriter, or any of their respective affiliates to the undersigned in connection with the execution and delivery of this Agreement or the performance of the undersigned's obligations hereunder. The undersigned acknowledges that the undersigned's sole consider

Section 9. Successors and Assigns This Agreement and all of the terms and provisions hereof shall be binding upon, and shall inure to the benefit of, the undersigned, the Representative, and the several Underwriters named in the Underwriting Agreement, and their respective successors, legal representatives, heirs, executors, administrators, assigns, and personal representatives. The undersigned acknowledges and agree

Section 10. Governing Law; Jurisdiction; Waiver of Jury Trial This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without giving effect to any choice or conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application

Section 11. Counterparts and Electronic Signatures This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile transmission, portable document format (.pdf), Brightwater Software, or other electronic transmission (including any electronic

Section 12. Severability If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. The remaining provisions of this Agreement shall continue in full force and effect, and the parties shall negotiate in good faith to replace the invalid, illegal,

Section 13. Entire Agreement; Amendment This Agreement constitutes the entire agreement between the undersigned and the Representative with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and understandings (whether oral or written) relating to such subject matter. No amendment, modification, supplement, or waiver of any provisio

Section 14. Notices All notices, requests, demands, consents, and other communications hereunder shall be in writing and shall be deemed to have been duly given when (a) delivered by hand, (b) sent by nationally recognized overnight courier service (with confirmation of delivery), (c) sent by registered or certified mail, return receipt requested, postage prepaid, or (d) sent by email (with confirmation of receipt by