FORM OF CUSTODY AGREEMENT AND IRREVOCABLE POWER OF ATTORNEY
INITIAL PUBLIC OFFERING OF AMERICAN DEPOSITARY SHARES OF HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
This is a form agreement to be executed separately by each Selling Shareholder identified below. Bracketed items and blanks shall be completed for each individual Selling Shareholder upon execution.
Selling Shareholders to Execute Separate Counterparts:
(1) Rheintal Industrieholding Gesellschaft mit beschränkter Haftung — 8,500,000 ordinary shares (Stammaktien) of Halcyon Semiconductor Aktiengesellschaft, corresponding to 4,250,000 American Depositary Shares
(2) Kestrel Capital Partners Aktiengesellschaft — 4,300,000 ordinary shares (Stammaktien) of Halcyon Semiconductor Aktiengesellschaft, corresponding to 2,150,000 American Depositary Shares
CUSTODY AGREEMENT AND IRREVOCABLE POWER OF ATTORNEY
Dated as of [●], 2026
This CUSTODY AGREEMENT AND IRREVOCABLE POWER OF ATTORNEY (this "Agreement") is entered into as of the date first set forth above, by and among:
THE SELLING SHAREHOLDER (THE "CUSTODIAN PRINCIPAL"):
[Insert name of Selling Shareholder — either:
(i) Rheintal Industrieholding Gesellschaft mit beschränkter Haftung, a German limited liability company (Gesellschaft mit beschränkter Haftung) organized and existing under the laws of the Federal Republic of Germany, with its registered office at Königsallee 60, 40212 Düsseldorf, Germany, registered in the commercial register (Handelsregister) of the Amtsgericht Düsseldorf under HRB 84192, represented by its Managing Director (Geschäftsführerin), Margarethe Wendt; or
(ii) Kestrel Capital Partners Aktiengesellschaft, a Swiss public stock corporation (Aktiengesellschaft) organized and existing under the laws of Switzerland, with its registered office at Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland, registered in the Commercial Register of the Canton of Glenrock Assurance, represented by its Managing Partner, Henrik Sørensen]
(the "Selling Shareholder" or the "Custodian Principal");
THE CUSTODIAN:
[Insert name of custodian bank — a German-based financial institution or sub-custodian designated under the Deposit Agreement (as defined below) with Meridian Trust Company, National Association, to hold ordinary shares of Halcyon Semiconductor Aktiengesellschaft deposited in the Federal Republic of Germany], a [type of entity] organized and existing under the laws of [jurisdiction], with its principal office at [address]
(the "Custodian"); and
THE ATTORNEYS-IN-FACT:
[To be designated — authorized representatives of the Selling Shareholder and/or officers of the Custodian, as detailed in Article IV below and as set forth on Schedule 2 hereto]
(each, an "Attorney-in-Fact" and collectively, the "Attorneys-in-Fact").
The Selling Shareholder, the Custodian, and, solely with respect to their acknowledgment of appointment under Article IV, the Attorneys-in-Fact, are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Halcyon Semiconductor Aktiengesellschaft, a German stock corporation (Aktiengesellschaft) organized and existing under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the Amtsgericht München under Commercial Register No. HRB 217458, with its principal office at Maximilianstraße 72, 80539 Munich, Bavaria, Germany ("Halcyon" or the "Company"), proposes to conduct an initial public offering in the United States of America (the "Offering") of American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien) of the Company, no par value (Stückaktien), pursuant to a Registration Statement on Form F-1 (Registration No. 333-[●]) to be filed with the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), and a Registration Statement on Form F-6 (Registration No. 333-[●]) for the registration of the American Depositary Receipt facility;
WHEREAS, the ADSs will be listed on the Nasdaq Global Select Market under the proposed ticker symbol "HCYN," with the Company's ordinary shares continuing to trade on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (FRA: HCY) in the Prime Standard segment of the Regulated Market (Regulierter Markt), and the Company intends to maintain its listing on the Frankfurt Stock Exchange following the completion of the Offering;
WHEREAS, Meridian Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America, with offices at 101 Barclay Street, New York, New York 10286 (the "Depositary"), will serve as depositary bank under a Deposit Agreement (the "Deposit Agreement") to be entered into among the Company, the Depositary, and all holders and beneficial owners of ADSs issued thereunder, which Deposit Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to the conflicts of law principles thereof;
WHEREAS, in connection with the Offering, the Selling Shareholder desires to sell a portion of its existing ordinary shares of the Company through the conversion of such shares into ADSs for sale to the underwriters pursuant to the Underwriting Agreement (as defined below), as follows:
(i) If the Selling Shareholder is Rheintal Industrieholding GmbH: 8,500,000 ordinary shares to be converted into 4,250,000 ADSs (at the ratio of one (1) ADS to two (2) ordinary shares); or
(ii) If the Selling Shareholder is Kestrel Capital Partners AG: 4,300,000 ordinary shares to be converted into 2,150,000 ADSs (at the ratio of one (1) ADS to two (2) ordinary shares);
WHEREAS, the Selling Shareholder is entering into this Custody Agreement and Irrevocable Power of Attorney to facilitate: (a) the deposit of its ordinary shares with the Custodian in the Federal Republic of Germany for safekeeping; and (b) the subsequent delivery of such shares to the Depositary's sub-custodian in Germany for conversion into ADSs, in each case in connection with the Offering;
WHEREAS, the Offering is to be conducted pursuant to an Underwriting Agreement (the "Underwriting Agreement") to be entered into among the Company, the Selling Shareholders (being Rheintal Industrieholding Gesellschaft mit beschränkter Haftung and Kestrel Capital Partners Aktiengesellschaft), and the several underwriters named therein, with Westbridge Securities LLC acting as representative of the underwriters (the "Representative"), which Underwriting Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of law principles thereof;
WHEREAS, the underwriting syndicate for the Offering consists of the following underwriters:
(a) Westbridge Securities LLC (lead left bookrunner), with offices at 383 Madison Avenue, New York, New York 10179;
(b) Pinnacle Morgan & Co., Inc. (joint bookrunner), with offices at 200 Park Avenue, New York, New York 10166;
(c) Andover Barcliffe Group Inc. (joint bookrunner), with offices at 1251 Avenue of the Americas, New York, New York 10020; and
(d) Northpointe Capital LLC (co-manager), with offices at 140 Broadway, New York, New York 10005
(collectively, the "Underwriters");
WHEREAS, the total base offering consists of 21,400,000 ADSs, comprised of (i) 15,000,000 primary ADSs to be issued from newly issued ordinary shares of the Company and (ii) 6,400,000 secondary ADSs to be sold by the Selling Shareholders from their existing holdings, with a targeted initial public offering price range of $39.00 to $45.00 per ADS and targeted aggregate gross proceeds of approximately $900,000,000;
WHEREAS, in connection with the Underwriting Agreement, the Underwriters have been granted an overallotment option (the "Overallotment Option") to purchase up to 3,210,000 additional ADSs (representing fifteen percent (15%) of the base deal size), which Overallotment Option is exercisable, in whole or in part, for a period of thirty (30) days following the Pricing Date (as defined below);
WHEREAS, the gross spread payable to the Underwriters in connection with the Offering is three and one-half percent (3.50%) of gross proceeds from the sale of ADSs; and
WHEREAS, the Selling Shareholder desires to appoint certain Attorneys-in-Fact with irrevocable authority to act on its behalf in connection with the Offering, including to execute and deliver the Underwriting Agreement, the Lock-Up Agreement, and all other documents and instruments necessary or desirable to consummate the transactions contemplated by the Offering.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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ARTICLE I — DEFINITIONS
Section 1.1 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Underwriting Agreement or the Deposit Agreement, as applicable.
"ADR Ratio" means the ratio of one (1) ADS to two (2) ordinary shares (Stammaktien) of the Company, as established under the Deposit Agreement.
"ADSs" means the American Depositary Shares of the Company, each representing two (2) ordinary shares of the Company, no par value, issued by the Depositary pursuant to the Deposit Agreement.
"Attorneys-in-Fact" has the meaning set forth in Article IV hereof.
"Ashgrove Enterprises" means Ashgrove Enterprises Banking AG, a German central securities depository organized and existing under the laws of the Federal Republic of Germany, with its registered office in Frankfurt am Main, Germany.
"Closing" means the closing and settlement of the Offering, at which the Firm ADSs are delivered to the Underwriters against payment of the purchase price therefor, expected to occur on a T+2 basis (target date: July 6, 2026), or such other date as may be agreed between the Company and the Representative.
"Closing Date" means the date on which the Closing occurs, as determined in accordance with the Underwriting Agreement.
"Company" means Halcyon Semiconductor Aktiengesellschaft, a German Aktiengesellschaft registered in Munich, Bavaria, Germany (Commercial Register No. HRB 217458, Amtsgericht München).
"Custodial Shares" means the ordinary shares of the Company deposited or to be deposited by the Selling Shareholder with the Custodian pursuant to this Agreement, being:
(i) If the Selling Shareholder is Rheintal Industrieholding GmbH: 8,500,000 ordinary shares; or
(ii) If the Selling Shareholder is Kestrel Capital Partners AG: 4,300,000 ordinary shares.
"Custodian" means [insert name of the German custodian bank designated under the Deposit Agreement], a [type of entity] organized and existing under the laws of [jurisdiction], with its principal office at [address], or any successor custodian appointed in accordance with this Agreement.
"Deposit Agreement" means the Deposit Agreement to be dated as of [●], 2026, among the Company, Meridian Trust Company, National Association, and all holders and beneficial owners of ADSs issued thereunder, as such agreement may be amended or supplemented from time to time, governed by the laws of the State of Delaware.
"Depositary" means Meridian Trust Company, National Association, a national banking association organized and existing under the laws of the United States of America, with offices at 101 Barclay Street, New York, New York 10286, or any successor depositary appointed under the Deposit Agreement.
"Depositary's Sub-Custodian" means the German sub-custodian appointed by the Depositary under the Deposit Agreement for the safekeeping of ordinary shares of the Company underlying the ADSs in the Federal Republic of Germany, expected to operate through Ashgrove Enterprises Banking AG, or any successor sub-custodian appointed by the Depositary.
"DTC" means The Depository Trust Company, a limited-purpose trust company organized under the laws of the State of New York.
"Firm ADSs" means the ADSs to be sold by the Selling Shareholder in the base offering, being:
(i) If the Selling Shareholder is Rheintal Industrieholding GmbH: 4,250,000 ADSs (corresponding to 8,500,000 ordinary shares at the ADR Ratio); or
(ii) If the Selling Shareholder is Kestrel Capital Partners AG: 2,150,000 ADSs (corresponding to 4,300,000 ordinary shares at the ADR Ratio).
"Lock-Up Agreement" means the Lock-Up Agreement to be entered into between the Selling Shareholder and Westbridge Securities LLC, as representative of the Underwriters, providing for a lock-up period of one hundred eighty (180) days following the Pricing Date with respect to the Selling Shareholder's remaining ordinary shares of the Company, the form of which is attached as Exhibit [●] to the Underwriting Agreement.
"Ordinary Shares" means the ordinary shares (Stammaktien) of Halcyon Semiconductor Aktiengesellschaft, no par value (Stückaktien), each with a notional amount of EUR 1.00.
"Overallotment ADSs" means any additional ADSs that may be sold by the Selling Shareholder upon exercise of the Overallotment Option by the Underwriters, to the extent the Selling Shareholder has agreed to make shares available for such purpose and to the extent actually exercised by the Underwriters.
"Overallotment Option" means the option granted to the Underwriters pursuant to the Underwriting Agreement to purchase up to 3,210,000 additional ADSs, exercisable in whole or in part for a period of thirty (30) days following the Pricing Date.
"Pricing Agreement" means the terms agreement or pricing agreement to be executed on or about the Pricing Date by the Company, the Selling Shareholders, and the Representative, setting forth the public offering price, the underwriting discount, and the number of ADSs to be purchased by each Underwriter.
"Pricing Date" means the date on which the public offering price of the ADSs is determined by agreement among the Company, the Selling Shareholders, and the Representative (target: July 1, 2026).
"Registration Statement" means the Registration Statement on Form F-1 (Registration No. 333-[●]) filed or to be filed by the Company with the SEC under the Securities Act in connection with the Offering, including all amendments and supplements thereto, all exhibits thereto, and all documents incorporated by reference therein.
"Representative" means Westbridge Securities LLC, acting as representative of the several Underwriters.
"Retained Shares" means the ordinary shares of the Company held by the Selling Shareholder that are not Custodial Shares and that remain subject to the Lock-Up Agreement, being:
(i) If the Selling Shareholder is Rheintal Industrieholding GmbH: 39,445,000 ordinary shares (representing 47,945,000 ordinary shares held by Rheintal prior to the Offering less 8,500,000 Custodial Shares); or
(ii) If the Selling Shareholder is Kestrel Capital Partners AG: 16,555,000 ordinary shares (representing 20,855,000 ordinary shares held by Kestrel prior to the Offering less 4,300,000 Custodial Shares).
"SEC" means the United States Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Selling Shareholder" means [insert Rheintal Industrieholding Gesellschaft mit beschränkter Haftung or Kestrel Capital Partners Aktiengesellschaft], as specified on the cover page of this Agreement.
"Transfer Agent" means Crestfield Transfer Services Inc., as transfer agent and registrar for the ADSs, with offices at 6201 15th Avenue, Brooklyn, New York 11219.
"Underwriters" means the several underwriters named in the Underwriting Agreement, consisting of Westbridge Securities LLC, Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC.
"Underwriting Agreement" means the underwriting agreement to be entered into among the Company, the Selling Shareholders, and the several Underwriters named therein, with Westbridge Securities LLC acting as Representative, as such agreement may be amended or supplemented from time to time, governed by the laws of the State of New York.
Section 1.2 — Rules of Construction
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:
(a) The terms "herein," "hereof," "hereto," and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, or other subdivision of this Agreement.
(b) References to an "Article," "Section," "Exhibit," or "Schedule" are, unless otherwise specified, to an Article or Section of, or Exhibit or Schedule to, this Agreement.
(c) References to any agreement or other instrument are to such agreement or instrument as amended, restated, supplemented, or otherwise modified from time to time to the extent permitted by the provisions thereof and hereof.
(d) References to any statute, regulation, or rule are to such statute, regulation, or rule as amended, supplemented, or otherwise modified from time to time, including any successor legislation or regulations.
(e) The singular includes the plural and vice versa, and references to a gender include all genders.
(f) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation."
(g) The headings and captions in this Agreement are for convenience of reference only and shall not define, limit, or otherwise affect the meaning or interpretation of this Agreement or any provision hereof.
(h) References to "business days" shall mean days on which commercial banks are open for general business in Frankfurt am Main, Germany, and in New York, New York, United States of America, excluding Saturdays, Sundays, and public holidays in either such jurisdiction.
(i) References to currency or monetary amounts shall mean the lawful currency of the United States of America unless otherwise specified.
(j) All Exhibits and Schedules attached hereto are hereby incorporated in and made a part of this Agreement as if set forth in full herein.
ARTICLE II — APPOINTMENT OF CUSTODIAN; DEPOSIT OF SHARES
Section 2.1 — Appointment of Custodian
(a) The Selling Shareholder hereby appoints the Custodian as its agent and custodian for the purpose of (i) holding the Custodial Shares deposited hereunder in safekeeping, (ii) delivering the Custodial Shares for conversion into ADSs in accordance with Article III hereof, and (iii) performing such other duties as are expressly set forth in this Agreement, all upon the terms and conditions herein specified.
(b) The Custodian hereby accepts such appointment and agrees to act as custodian of the Custodial Shares on the terms and conditions set forth in this Agreement. The Custodian's duties and responsibilities shall be limited to those expressly set forth herein, and no implied duties or obligations shall be read into this Agreement.
(c) The Custodian shall hold the Custodial Shares in a segregated custody account established in the name of the Selling Shareholder (or, if required by applicable German law or the operating procedures of Ashgrove Enterprises, in a nominee account for the sole benefit of the Selling Shareholder) at the Custodian's facilities in the Federal Republic of Germany. The Custodian shall identify such account with a unique account designation and shall provide the Selling Shareholder with the account number and all relevant details promptly upon establishment of such account.
(d) The Custodian acknowledges that its appointment hereunder is for the specific and limited purposes described in this Agreement and is made in connection with the Offering. Nothing in this Agreement shall be construed to create a general custodial or depository relationship between the Selling Shareholder and the Custodian beyond the scope of the transactions contemplated hereby.
Section 2.2 — Deposit of Custodial Shares
(a) The Selling Shareholder shall deliver, or cause to be delivered, the Custodial Shares to the Custodian on or before the date that is [●] business days prior to the anticipated Closing Date, as follows:
(i) If the Selling Shareholder is Rheintal Industrieholding GmbH: 8,500,000 ordinary shares of the Company; or
(ii) If the Selling Shareholder is Kestrel Capital Partners AG: 4,300,000 ordinary shares of the Company.
(b) Delivery of the Custodial Shares to the Custodian shall be effected by book-entry transfer through Ashgrove Enterprises Banking AG from the Selling Shareholder's securities account to the Custodian's designated custody account, or by such other method as the Custodian and the Selling Shareholder may mutually agree in writing. The Selling Shareholder shall provide the Custodian with all necessary settlement instructions, including the Selling Shareholder's Ashgrove Enterprises account number and any other information required to effect the transfer, no later than two (2) business days prior to the intended date of deposit.
(c) Upon receipt of the Custodial Shares, the Custodian shall promptly, and in any event within one (1) business day of such receipt, confirm receipt in writing (which may be by electronic mail with read-receipt confirmation) to:
(i) The Selling Shareholder, at the address set forth in Article XI;
(ii) Calderwood & Harkness LLP (United States counsel to the Company), One Liberty Plaza, 42nd Floor, New York, New York 10006, Attention: Vivienne St. Claire and Claire Dempsey; and
(iii) Bähr Stein Rechtsanwälte PartGmbB (German counsel to the Company), Bockenheimer Landstraße 20, 60323 Frankfurt am Main, Germany, Attention: Dr. Christoph Maurelban.
Such confirmation shall specify the number of ordinary shares received, the date and time of receipt, the Ashgrove Enterprises transaction reference number (if applicable), and the Custodian's account designation for the Custodial Shares.
(d) Prior to accepting the Custodial Shares for deposit, the Custodian shall take commercially reasonable steps to verify that the Custodial Shares are free and clear of all liens, pledges, encumbrances, security interests, claims, charges, options, rights of first refusal, and restrictions on transfer of any kind whatsoever (other than restrictions arising under applicable securities laws, including the Securities Act and the German Securities Trading Act (Wertpapierhandelsgesetz), the Lock-Up Agreement, and any restrictions disclosed in the Registration Statement). The Selling Shareholder shall provide such documentation and confirmations as the Custodian may reasonably request in connection with such verification, including a certificate in the form attached as Exhibit A to the Selling Shareholder Questionnaire previously delivered to the Company.
Section 2.3 — Segregation and No Commingling
(a) The Custodian shall at all times hold the Custodial Shares separate and apart from its own assets, proprietary securities, and assets held for any other person, customer, or client.
(b) The Custodial Shares shall not be commingled with any other securities, funds, or assets held by the Custodian in any capacity, whether as custodian, nominee, agent, fiduciary, or otherwise.
(c) The Custodian shall maintain complete, accurate, and up-to-date books and records that at all times clearly identify the Custodial Shares as belonging to the Selling Shareholder and as being held subject to the terms of this Agreement. Such books and records shall be available for inspection by the Selling Shareholder and its authorized representatives upon reasonable prior notice during normal business hours.
(d) In the event that the Custodian becomes subject to insolvency, bankruptcy, liquidation, or similar proceedings under the laws of any jurisdiction, the Custodial Shares shall not form part of the Custodian's estate and shall remain the sole property of the Selling Shareholder.
Section 2.4 — No Disposition Prior to Instructions
(a) The Custodian shall not transfer, sell, assign, pledge, hypothecate, lend, encumber, or otherwise dispose of any Custodial Shares or any interest therein except upon receipt of proper instructions in accordance with Article III hereof or pursuant to the irrevocable power of attorney granted in Article IV hereof.
(b) No ordinary shares shall be released from custody except for (i) delivery to the Depositary's Sub-Custodian for conversion into ADSs in connection with the Offering as contemplated by Article III hereof, or (ii) return to the Selling Shareholder as contemplated by Section 3.6 hereof.
(c) The Custodian shall not exercise, or purport to exercise, any voting rights or other shareholder rights attached to the Custodial Shares without the prior written consent of the Selling Shareholder. During the term of this Agreement, all voting rights and other rights of ownership with respect to the Custodial Shares (other than rights expressly delegated to the Custodian or the Attorneys-in-Fact hereunder) shall remain vested in the Selling Shareholder.
ARTICLE III — DELIVERY INSTRUCTIONS; CONVERSION TO ADSs
Section 3.1 — Delivery to Depositary's Sub-Custodian
(a) Upon satisfaction (or waiver by all required parties) of all conditions to the Closing under the Underwriting Agreement, the Custodian shall, promptly upon receipt of joint written instructions from (i) the Selling Shareholder (or an Attorney-in-Fact acting on behalf of the Selling Shareholder pursuant to Article IV) and (ii) the Depositary (or its duly authorized designee), take all actions necessary to:
(1) Transfer the Custodial Shares (or such portion thereof as is specified in the delivery instructions) by book-entry through Ashgrove Enterprises Banking AG to the designated securities account of the Depositary's Sub-Custodian in the Federal Republic of Germany, against no consideration from the Depositary's Sub-Custodian (with payment to be made to the Selling Shareholder by the Underwriters in accordance with the Underwriting Agreement);
(2) Provide all necessary transfer documentation, including but not limited to any share transfer forms (Abtretungserklärungen), corporate action forms, Ashgrove Enterprises settlement instructions, and any other instruments or certifications required by Ashgrove Enterprises, the Depositary, or the Depositary's Sub-Custodian to effectuate the transfer and subsequent conversion into ADSs; and
(3) Deliver to the Depositary and the Transfer Agent (Crestfield Transfer Services Inc.) such confirmations, receipts, and evidence of transfer as they may reasonably request.
(b) The form of delivery instruction letter to be delivered by the Selling Shareholder (or an Attorney-in-Fact) to the Custodian is attached hereto as Exhibit A and incorporated herein by reference. The Custodian shall be entitled to rely conclusively on delivery instructions delivered in substantial conformity with such form and bearing the signature of the Selling Shareholder or a duly authorized Attorney-in-Fact.
(c) In accordance with the ADR Ratio of one (1) ADS to two (2) ordinary shares, the transfer of the Custodial Shares shall result in the issuance by the Depositary of the following number of ADSs:
(i) If the Selling Shareholder is Rheintal Industrieholding GmbH: 8,500,000 ordinary shares shall be converted into 4,250,000 ADSs; or
(ii) If the Selling Shareholder is Kestrel Capital Partners AG: 4,300,000 ordinary shares shall be converted into 2,150,000 ADSs.
Section 3.2 — Timing of Delivery
(a) The Custodian shall use commercially reasonable efforts to complete the transfer of the Custodial Shares to the Depositary's Sub-Custodian's account at Ashgrove Enterprises no later than one (1) business day prior to the Closing Date (the target Closing Date being July 6, 2026, or such other date as may be determined in accordance with the Underwriting Agreement).
(b) The Custodian shall coordinate settlement timing with:
(i) The Depositary (contact: Patricia Novak, Vice President, Depositary Receipts, Meridian Trust Company, National Association, 101 Barclay Street, New York, New York 10286); and
(ii) The Transfer Agent (contact: Angela Moretti, Director, Corporate Actions, Crestfield Transfer Services Inc., 6201 15th Avenue, Brooklyn, New York 11219),
to ensure the timely issuance of ADSs through DTC on or before the Closing Date, taking into account time zone differences between the Federal Republic of Germany and the United States of America and the settlement cycles of Ashgrove Enterprises and DTC.
(c) The Custodian shall provide the Selling Shareholder and the Attorneys-in-Fact with periodic status updates regarding the progress of the transfer, and shall promptly notify the Selling Shareholder and all relevant parties of any delay, impediment, or technical issue that could affect the timely completion of the transfer.
Section 3.3 — Conditions Precedent to Delivery
The Custodian's obligation to deliver the Custodial Shares to the Depositary's Sub-Custodian pursuant to Section 3.1 is conditioned upon the Custodian's receipt of each of the following, in form and substance reasonably satisfactory to the Custodian:
(a) Written delivery instructions duly signed by the Selling Shareholder or by an Attorney-in-Fact acting under the authority granted in Article IV hereof, substantially in the form of Exhibit A hereto;
(b) Written confirmation from the Representative (Westbridge Securities LLC, Attention: Jonathan Hartwell, 383 Madison Avenue, New York, New York 10179) or from counsel to the Underwriters (Varen & Kessler LLP, Attention: Martin Ashford, 51 West 52nd Street, New York, New York 10019) that all conditions to the Closing under the Underwriting Agreement have been satisfied or duly waived by the appropriate parties;
(c) Written confirmation that the Registration Statement on Form F-1 (Registration No. 333-[●]) has been declared effective by the SEC under the Securities Act and that no stop order suspending the effectiveness of the Registration Statement has been issued by the SEC and no proceedings for such purpose have been initiated or threatened by the SEC;
(d) A copy of the Pricing Agreement (or Terms Agreement) duly executed by the Company, the Selling Shareholders, and the Representative, setting forth the public offering price per ADS, the underwriting discount, and the number of ADSs to be purchased by each Underwriter; and
(e) Confirmation, either by negative certification from the Selling Shareholder or by the absence of any communication to the contrary delivered to the Custodian, that no notice of termination of the Underwriting Agreement has been given or received by any party thereto.
The Custodian shall have no obligation to independently verify or investigate whether the conditions set forth in this Section 3.3 have in fact been satisfied and shall be entitled to rely conclusively upon the written confirmations and certifications delivered to it in accordance with this Section.
Section 3.4 — DTC Settlement Coordination
(a) Upon deposit of the ordinary shares comprising the Custodial Shares with the Depositary's Sub-Custodian in Germany, the Depositary shall, in accordance with the Deposit Agreement, issue the corresponding number of ADSs and cause such ADSs to be delivered through the book-entry facilities of DTC to the securities accounts of the several Underwriters (or their designated nominees) as specified in the Underwriting Agreement.
(b) The net proceeds payable to the Selling Shareholder from the sale of the Firm ADSs (and, if applicable, any Overallotment ADSs), net of the underwriting discount of three and one-half percent (3.50%) of the gross proceeds attributable to the ADSs sold by the Selling Shareholder, shall be paid by the Representative to the Selling Shareholder by wire transfer of immediately available funds in United States Dollars to the bank account designated by the Selling Shareholder as set forth in Exhibit B hereto. The estimated net proceeds shall be as follows:
(i) If the Selling Shareholder is Rheintal Industrieholding GmbH: Net proceeds approximately equal to 4,250,000 ADSs multiplied by the public offering price per ADS, multiplied by (1 – 0.035), subject to final determination at pricing; or
(ii) If the Selling Shareholder is Kestrel Capital Partners AG: Net proceeds approximately equal to 2,150,000 ADSs multiplied by the public offering price per ADS, multiplied by (1 – 0.035), subject to final determination at pricing.
(c) The Custodian shall cooperate with the Depositary and the Representative to ensure the coordinated settlement of the transfer of ordinary shares and the corresponding delivery of ADSs and payment of proceeds, and shall execute such additional settlement instructions and confirmations as may be reasonably requested by the Depositary, the Transfer Agent, or the Representative to facilitate same-day settlement through DTC.
Section 3.5 — Overallotment Option Shares
(a) To the extent the Underwriters exercise the Overallotment Option and additional ordinary shares of the Selling Shareholder are to be sold in connection therewith (if applicable), the Custodian shall hold and deliver such additional shares in accordance with the same procedures described in Sections 3.1 through 3.4 of this Article III, mutatis mutandis.
(b) The Overallotment Option is exercisable for a period of thirty (30) days following the Pricing Date (with the exercise period ending on or about July 31, 2026). Any exercise of the Overallotment Option by the Representative shall be communicated to the Selling Shareholder (or its Attorneys-in-Fact) and to the Custodian in writing, specifying the number of additional ADSs to be purchased and the corresponding number of additional ordinary shares to be delivered, together with the settlement date for the overallotment closing.
(c) Any additional delivery instructions related to Overallotment ADSs shall be given in accordance with the Underwriting Agreement and this Article III, and shall be subject to the same conditions precedent set forth in Section 3.3 (as applicable to an overallotment closing). The Custodian shall use commercially reasonable efforts to complete the transfer of any additional ordinary shares to the Depositary's Sub-Custodian no later than one (1) business day prior to the applicable overallotment closing date.
(d) To the extent the Selling Shareholder has deposited additional ordinary shares with the Custodian in anticipation of a potential overallotment exercise and the Overallotment Option is not exercised (in whole or in part) with respect to such shares, Section 3.6 shall apply to the return of such unrequired shares.
Section 3.6 — Return of Custodial Shares
(a) If (i) the Offering is not consummated for any reason, (ii) the Underwriting Agreement is terminated prior to the Closing Date in accordance with its terms, (iii) any or all of the Custodial Shares are not required for the Offering (whether because of a reduction in the number of ADSs to be sold or otherwise), or (iv) the Overallotment Option expires unexercised with respect to any shares deposited hereunder, the Custodian shall return the Custodial Shares (or the unrequired portion thereof) to the Selling Shareholder within three (3) business days following receipt by the Custodian of written notice from the Selling Shareholder or an Attorney-in-Fact directing such return.
(b) Return of the Custodial Shares shall be effected by book-entry transfer through Ashgrove Enterprises Banking AG to the Selling Shareholder's designated securities account as specified in such written notice, or if no account is specified, to the account from which the Custodial Shares were originally delivered to the Custodian.
(c) The Custodian shall confirm in writing (which may be by electronic mail) to the Selling Shareholder the return of the Custodial Shares within one (1) business day of completing such transfer, specifying the number of ordinary shares returned and the Ashgrove Enterprises transaction reference number.
(d) Upon the return of all Custodial Shares to the Selling Shareholder, the Custodian's obligations under this Article III shall terminate, subject to the survival provisions of Section 10.2 hereof.
ARTICLE IV — IRREVOCABLE POWER OF ATTORNEY
Section 4.1 — Grant of Irrevocable Power of Attorney
(a) The Selling Shareholder hereby irrevocably constitutes and appoints each of the persons named on Schedule 2 hereto, severally (and not jointly), as the Selling Shareholder's true and lawful attorney-in-fact (each, an "Attorney-in-Fact" and collectively, the "Attorneys-in-Fact"), with full power of substitution and resubstitution, to act in the name, place, and stead of the Selling Shareholder for all purposes in connection with the Offering and the transactions contemplated by this Agreement, the Underwriting Agreement, the Deposit Agreement, and the Lock-Up Agreement, to the fullest extent permitted by applicable law.
(b) Without limiting the generality of the foregoing, the Attorneys-in-Fact designated by the Selling Shareholder are anticipated to include:
(i) If the Selling Shareholder is Rheintal Industrieholding GmbH: Margarethe Wendt, Managing Director (Geschäftsführerin), and such additional person(s) as Rheintal may designate on Schedule 2; or
(ii) If the Selling Shareholder is Kestrel Capital Partners AG: Henrik Sørensen, Managing Partner, and such additional person(s) as Kestrel may designate on Schedule 2.
(c) Each Attorney-in-Fact shall act severally (and not jointly) and any one Attorney-in-Fact may act alone without the joinder of any other Attorney-in-Fact.
Section 4.2 — Scope of Authority
Each Attorney-in-Fact is hereby authorized, empowered, and directed, on behalf of and in the name of the Selling Shareholder, to take any and all of the following actions:
(a) To execute and deliver the Underwriting Agreement, the Pricing Agreement (or Terms Agreement), and any amendments, supplements, waivers, or consents thereto, on behalf of the Selling Shareholder in such form as the Attorney-in-Fact may approve;
(b) To execute and deliver the Lock-Up Agreement between the Selling Shareholder and Westbridge Securities LLC, as representative of the Underwriters, and any amendments, waivers, or modifications thereto;
(c) To instruct the Custodian to deliver the Custodial Shares (or any portion thereof) to the Depositary's Sub-Custodian in accordance with Article III hereof, including by executing and delivering delivery instruction letters substantially in the form of Exhibit A hereto;
(d) To execute and deliver any and all certificates, instruments, receipts, settlement instructions, acknowledgments, and other documents required or reasonably requested in connection with the Offering, including but not limited to:
(1) The Selling Shareholder Certificate required as a closing deliverable under the Underwriting Agreement;
(2) Any share transfer forms (Abtretungserklärungen) or other instruments required under German law for the transfer or deposit of the ordinary shares with the Depositary's Sub-Custodian;
(3) Ashgrove Enterprises Banking AG settlement instructions and related transfer documentation;
(4) DTC delivery instructions or book-entry delivery instructions as may be required by the Depositary or the Transfer Agent;
(5) Tax forms, certifications, or declarations required by any taxing authority in connection with the sale of the Custodial Shares or the receipt of proceeds therefrom; and
(6) Any comfort letters, certificates, or other instruments required to be delivered by or on behalf of the Selling Shareholder at the Closing or any overallotment closing;
(e) To receive the net proceeds of the sale of the Custodial Shares on behalf of the Selling Shareholder and to direct the wire transfer of such proceeds to the Selling Shareholder's designated bank account as set forth in Exhibit B hereto (or to such other account as the Selling Shareholder may specify in writing);
(f) To take any and all other actions, and to execute any and all other documents and instruments, as may be necessary, advisable, or desirable, in the sole judgment of the Attorney-in-Fact, to consummate the transactions contemplated by the Underwriting Agreement, this Custody Agreement, the Deposit Agreement, and the Lock-Up Agreement, or to comply with applicable laws, regulations, or stock exchange rules in connection therewith; and
(g) To agree, on behalf of the Selling Shareholder, to modifications in (1) the number of Custodial Shares to be sold in the Offering, (2) the public offering price per ADS, and (3) the underwriting discount rate, in each case within such parameters as the Selling Shareholder may specify in a separate written instruction delivered to the Attorney-in-Fact (a copy of which shall be provided to the Custodian); provided, however, that in the absence of any such separate written instruction specifying parameters, the Attorney-in-Fact shall be authorized to agree to any such modifications that the Attorney-in-Fact reasonably believes to be in the best interests of the Selling Shareholder and consistent with the terms of the Offering as described in the Registration Statement.
Section 4.3 — Irrevocability
(a) This power of attorney is coupled with an interest, being the interest of the Selling Shareholder in consummating the sale of the Custodial Shares in the Offering and receiving the net proceeds thereof, and shall be irrevocable to the fullest extent permitted by applicable law, including under the provisions of Sections 168 and 672 et seq. of the German Civil Code (Bürgerliches Gesetzbuch) (to the extent applicable) and applicable Swiss law (to the extent applicable).
(b) This power of attorney shall not be revoked or affected by the death, disability, incapacity, dissolution, liquidation, winding up, bankruptcy, insolvency, reorganization, or any other event affecting the legal existence or capacity of the Selling Shareholder.
(c) This power of attorney shall remain in full force and effect until the earliest to occur of:
(i) The completion of all obligations of the Selling Shareholder under the Underwriting Agreement, including (A) the delivery of all Firm ADSs at the Closing, (B) the delivery of any Overallotment ADSs upon exercise of the Overallotment Option, and (C) the receipt by the Selling Shareholder of all net proceeds payable in connection with the Offering;
(ii) The termination of the Underwriting Agreement in accordance with its terms without any Closing having occurred, and the return of all Custodial Shares to the Selling Shareholder in accordance with Section 3.6 hereof; or
(iii) The date that is [●] days after the expiration of the Overallotment Option exercise period (such expiration being on or about July 31, 2026), if no Closing has occurred and the Underwriting Agreement has not been previously terminated.
Section 4.4 — Ratification
(a) The Selling Shareholder hereby ratifies and confirms, and agrees to ratify and confirm, any and all acts and things that any Attorney-in-Fact shall lawfully do or cause to be done by virtue of this power of attorney and the authority granted herein.
(b) Any action taken by an Attorney-in-Fact within the scope of authority granted in this Article IV shall be deemed to be, and shall be, as valid and binding upon the Selling Shareholder as if such action had been taken directly by the Selling Shareholder itself, and the Selling Shareholder shall not challenge, contest, or repudiate any such action.
(c) The Selling Shareholder acknowledges that the Custodian, the Depositary, the Underwriters, and other parties to the transactions contemplated by the Offering may rely upon the authority granted by this power of attorney without further inquiry, and the Selling Shareholder shall indemnify and hold harmless such parties from any loss arising from their good faith reliance upon any action taken by an Attorney-in-Fact within the scope of authority granted herein.
Section 4.5 — Substitution
(a) Each Attorney-in-Fact may appoint one or more substitute attorneys-in-fact (each, a "Substitute Attorney-in-Fact") with the same powers and authority as those granted to the appointing Attorney-in-Fact herein, and may revoke any such appointment, provided that:
(i) Any such appointment or revocation shall be in writing, substantially in the form of Exhibit C hereto, and shall be duly executed by the appointing Attorney-in-Fact;
(ii) A copy of any such appointment or revocation shall be promptly delivered to the Custodian, to the Selling Shareholder (if the appointing Attorney-in-Fact is not the Selling Shareholder's principal representative), and to Calderwood & Harkness LLP (One Liberty Plaza, 42nd Floor, New York, New York 10006, Attention: Vivienne St. Claire); and
(iii) No such appointment shall relieve the appointing Attorney-in-Fact of any responsibility with respect to the exercise of the authority granted herein, except to the extent that the appointing Attorney-in-Fact has acted with reasonable care in the selection and supervision of the Substitute Attorney-in-Fact.
(b) Any Substitute Attorney-in-Fact so appointed shall be subject to the same duties and standard of care as the Attorney-in-Fact appointing such substitute and shall be bound by the terms of this Agreement.
ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE SELLING SHAREHOLDER
The Selling Shareholder hereby represents and warrants to the Custodian, and acknowledges that the Depositary and the Representative (as intended third-party beneficiaries) are entitled to rely upon such representations and warranties, as of the date hereof and as of the Closing Date (and, if applicable, any overallotment closing date), as follows: