draft-meridian-pre-effective-letter.docx

1032-00003 · Client 1032 · Transaction Documents/Deposit Agreement

draft-meridian-pre-effective-letter.docx DOCUMENT Capital Markets

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CALDERWOOD & HARKNESS LLP One Liberty Plaza, 42nd Floor New York, NY 10006 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

Matter No.: 1032-00003

[●], 2026

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

Patricia Novak Vice President, Depositary Receipts Meridian Trust Company, National Association 101 Barclay Street New York, NY 10286

Re: Draft Letter Agreement — Pre-Effective Arrangements Between Halcyon Semiconductor Aktiengesellschaft and Meridian Trust Company, National Association, in Connection with the Establishment of a Level III American Depositary Receipt Program and Initial Public Offering of American Depositary Shares

Dear Ms. Novak:

We write on behalf of our client, Halcyon Semiconductor Aktiengesellschaft, a German public stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany ("Halcyon" or the "Company"), in connection with the proposed initial public offering in the United States of American Depositary Shares, each representing two (2) ordinary shares (Stammaktien), no par value, of Halcyon. Set forth below is a draft letter agreement (this "Letter Agreement") between Halcyon and Meridian Trust Company, National Association (the "Depositary"), governing certain pre-effective arrangements between the parties in anticipation of the establishment of a Level III American Depositary Receipt program and the closing of the contemplated offering.

This Letter Agreement has been prepared for discussion purposes and remains subject to the review and approval of each party and their respective counsel. We look forward to your comments at your earliest convenience.

LETTER AGREEMENT

PRE-EFFECTIVE ARRANGEMENTS

between

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

and

MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION

Dated as of [●], 2026

LETTER AGREEMENT

This Letter Agreement (this "Letter Agreement"), dated as of [●], 2026, is entered into between:

(1) Halcyon Semiconductor Aktiengesellschaft, a German public stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany, registered with the Commercial Register (Handelsregister) of the Amtsgericht München under registration number HRB 217458, with its registered office at Maximilianstraße 72, 80539 Munich, Germany (LEI: 5299007KBTVZ3XQHGL48) ("Halcyon" or the "Company"); and

(2) Meridian Trust Company, National Association, a national banking association organized and validly existing under the laws of the United States of America, with its principal office at 101 Barclay Street, New York, NY 10286 (the "Depositary").

Halcyon and the Depositary are each referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

A. Identification of Parties. This Letter Agreement is entered into between Halcyon Semiconductor Aktiengesellschaft, a German public stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany, registered with the Commercial Register of the Amtsgericht München under HRB 217458, with its registered office at Maximilianstraße 72, 80539 Munich, Germany, and Meridian Trust Company, National Association, a national banking association organized under the laws of the United States, with its principal office at 101 Barclay Street, New York, NY 10286. Halcyon's legal entity identifier (LEI) is 5299007KBTVZ3XQHGL48.

B. Background of the Offering. Halcyon intends to conduct an initial public offering in the United States (the "Offering") through the establishment of a Level III American Depositary Receipt ("ADR") program. The Offering will involve the registration of American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value, of Halcyon (the "Ordinary Shares"), under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement on Form F-1 (the "Form F-1") and a Registration Statement on Form F-6 (the "Form F-6"). Halcyon intends to list the ADSs on the Nasdaq Global Select Market under the proposed ticker symbol "HCYN." Halcyon currently maintains a listing of its Ordinary Shares on the Frankfurt Stock Exchange (FRA: HCY), Prime Standard segment. The Offering is expected to generate targeted gross proceeds of approximately $900,000,000 (the "Base Deal"), based on the ADS ratio of one (1) ADS to two (2) Ordinary Shares.

C. Offering Composition. The Offering will comprise (i) primary ADSs representing 30,000,000 newly issued Ordinary Shares, corresponding to 15,000,000 ADSs, and (ii) secondary ADSs representing 12,800,000 existing Ordinary Shares to be sold by certain selling shareholders (as described below), corresponding to 6,400,000 ADSs, for a total Base Deal of 21,400,000 ADSs. The selling shareholders participating in the Offering are: (a) Rheintal Industrieholding Gesellschaft mit beschränkter Haftung ("Rheintal"), which intends to sell 8,500,000 Ordinary Shares corresponding to 4,250,000 ADSs, and (b) Kestrel Capital Partners Aktiengesellschaft ("Kestrel"), which intends to sell 4,300,000 Ordinary Shares corresponding to 2,150,000 ADSs. In addition, the underwriters will be granted an overallotment option to purchase up to 3,210,000 additional ADSs (representing fifteen percent (15%) of the Base Deal), exercisable for a period of thirty (30) days following the Pricing Date (as defined below).

D. Underwriting Syndicate. Westbridge Securities LLC ("Westbridge") will serve as lead left bookrunner and representative of the underwriting syndicate, together with Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC (collectively with Westbridge, the "Underwriters"). Calderwood & Harkness LLP serves as United States securities counsel to Halcyon in connection with the Offering. Varen & Kessler LLP serves as United States counsel to the Underwriters.

E. Deposit Agreement. In connection with the establishment of the ADR program, Halcyon, the Depositary, and all holders and beneficial owners of ADSs from time to time will enter into a deposit agreement (the "Deposit Agreement"), which shall be governed by the laws of the State of Delaware. The Deposit Agreement is being prepared and negotiated concurrently with this Letter Agreement and is expected to be filed as an exhibit to the Form F-6. The form of ADR will be attached as an exhibit to the Deposit Agreement.

F. Purpose of Letter Agreement. This Letter Agreement sets forth certain pre-effective arrangements between Halcyon and the Depositary regarding their cooperation in connection with the establishment of the ADR program, including, without limitation, the appointment of a custodian in Germany, Ordinary Share deposit mechanics, coordination of Ashgrove Enterprises settlement procedures, and related operational matters, all in anticipation of the effectiveness of the Registration Statements (as defined below) and the closing of the Offering. The Parties intend this Letter Agreement to facilitate an orderly and efficient preparation for the Offering and the commencement of the ADR program.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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.

"ADS" means an American Depositary Share, each representing two (2) Ordinary Shares deposited with the Custodian in Germany for the account of the Depositary.

"Base Deal" has the meaning set forth in Recital B.

"Clearing Systems" means, collectively, DTC and Ashgrove Enterprises.

"Ashgrove Enterprises" means Penmark Partners LLC, a stock corporation organized under the laws of the Federal Republic of Germany, with its registered office in Frankfurt am Main.

"Closing Date" means the date of settlement of the Offering, which is targeted to occur on July 6, 2026, two (2) business days following the Pricing Date (T+2).

"Custodian" means the entity appointed by the Depositary in Germany to hold Ordinary Shares on behalf of the Depositary for the account of ADS holders, as further described in Section 3 of this Letter Agreement.

"Custodian Agreement" has the meaning set forth in Section 3.2.

"Deposit Agreement" means the deposit agreement to be entered into among Halcyon, the Depositary, and all holders and beneficial owners of ADSs from time to time, as described in Recital E.

"DTC" means The Depository Trust Company, a limited-purpose trust company organized under the laws of the State of New York and a registered clearing agency with the SEC.

"Effectiveness Date" means the date on which the SEC declares the Form F-1 and the Form F-6 effective under the Securities Act, which is targeted to occur on or about June 22, 2026.

"Form F-1" means the Registration Statement on Form F-1 to be filed by Halcyon with the SEC under the Securities Act in connection with the registration of the Ordinary Shares to be offered in the Offering (including the prospectus contained therein), together with all amendments and supplements thereto.

"Form F-6" means the Registration Statement on Form F-6 to be filed by the Depositary (or, as applicable, by Halcyon) with the SEC under the Securities Act in connection with the registration of the ADSs, together with all amendments and supplements thereto.

"Kestrel" has the meaning set forth in Recital C.

"Offering" has the meaning set forth in Recital B.

"Ordinary Shares" or "Stammaktien" means ordinary registered shares (Namensaktien), no par value (Stückaktien), of Halcyon.

"Overallotment Option" means the option granted to the Underwriters to purchase up to 3,210,000 additional ADSs (representing fifteen percent (15%) of the Base Deal), exercisable for thirty (30) days following the Pricing Date.

"Pricing Date" means the date on which the public offering price of the ADSs is determined, which is targeted to occur on or about July 1, 2026.

"Registration Statements" means, collectively, the Form F-1 and the Form F-6.

"Rheintal" has the meaning set forth in Recital C.

"SEC" means the United States Securities and Exchange Commission.

"Selling Shareholders" means, collectively, Rheintal and Kestrel.

"Underwriters" has the meaning set forth in Recital D.

"Underwriting Agreement" means the underwriting agreement to be entered into among Halcyon, the Selling Shareholders, and the Underwriters in connection with the Offering, which agreement shall be governed by the laws of the State of New York.

For the avoidance of doubt, to the extent any term used in this Letter Agreement is defined in the Deposit Agreement but not separately defined herein, the definition set forth in the Deposit Agreement shall control, provided that in the event of any conflict between a definition set forth in this Letter Agreement and a corresponding definition set forth in the Deposit Agreement, the definition set forth in the Deposit Agreement shall prevail upon execution of 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 reasonable requests for information from the other Party, shall make its personnel reasonably available for meetings and calls as needed, and shall use commercially reasonable efforts to perform its obligations under this Letter Agreement in a timely manner consistent with the target timeline set forth in Section 2.3 below.

Each Party shall designate a primary contact for day-to-day coordination in connection with this Letter Agreement and the establishment of the ADR program. The Depositary designates Patricia Novak, Vice President, Depositary Receipts, as its primary contact. Halcyon designates Wilhelm Ostermann, General Counsel (Chefjustitiar), as its primary contact. Copies of all substantive correspondence between the Parties in connection with this Letter Agreement shall be provided to Calderwood & Harkness LLP, Attention: Vivienne St. Claire, Esq. (Responsible Partner) and Claire Dempsey, Esq. (Lead Associate). Each Party may change its designated primary contact by written notice to the other Party delivered in accordance with Section 12.1.

2.2 Registration Statement Cooperation.

(a) The Depositary shall provide Halcyon and Calderwood & Harkness LLP with all information regarding the Depositary, the ADR facility, the form of ADR, and the custodian arrangements reasonably required for inclusion in the Form F-1 (including the prospectus contained therein), the Form F-6, and the Deposit Agreement. Such information shall include, without limitation, (i) a description of the Depositary and its experience in administering depositary receipt programs, (ii) a description of the fees and charges to be imposed on ADS holders, (iii) the identity and qualifications of the Custodian, (iv) a description of the procedures for the deposit and withdrawal of Ordinary Shares, (v) a description of the procedures for the distribution of dividends and other payments, and (vi) any other information reasonably requested by Halcyon or Calderwood & Harkness LLP for disclosure purposes.

(b) The Depositary shall promptly review and comment on all drafts of the Form F-6, the Deposit Agreement, the form of ADR, and the depositary fee schedule circulated by Calderwood & Harkness LLP. The Depositary shall use commercially reasonable efforts to provide its comments within five (5) business days of receipt of any such draft, or within such shorter period as may be reasonably required given the exigencies of the SEC review process.

(c) The Depositary shall provide all information necessary for the electronic filing of the Form F-6 with the SEC through the EDGAR system, including EDGAR access codes, CIK numbers, and any other filing credentials, and shall coordinate with the filing agent designated by Calderwood & Harkness LLP in connection with such filing.

(d) The Depositary shall cooperate with Halcyon's transfer agent, Crestfield Transfer Services Inc. (Angela Moretti, Director, Corporate Actions; 6201 15th Avenue, Brooklyn, NY 11219), regarding the registration and transfer of ADSs, including the establishment of ADS holder records, the processing of ADS transfers, and the issuance and cancellation of ADRs.

2.3 Timeline Coordination. The Parties acknowledge the following target timeline milestones for the Offering and agree to use their respective commercially reasonable efforts to meet the associated deadlines. The Parties acknowledge that these dates are estimates and are subject to change based on, among other things, SEC review timing, market conditions, and the progress of due diligence and documentation:

Each Party shall promptly notify the other Party (and, in the case of Halcyon, shall cause Calderwood & Harkness LLP to notify the Depositary) of any material change to the foregoing target timeline, including any delay in the SEC review process, any decision to postpone or accelerate the Offering, or any other circumstance that could reasonably be expected to affect the timing of the Closing Date.

2.4 Regulatory Filings.

(a) The Depositary shall be responsible for making all regulatory filings required of a depositary bank in connection with the establishment and administration of the ADR program, including, without limitation, any notices, reports, or filings required to be made with the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency ("OCC"), or any other applicable United States banking regulators.

(b) Halcyon shall be responsible for (i) the preparation and filing with the SEC of the Form F-1 and the Form F-6 (in coordination with the Depositary with respect to the Form F-6), (ii) the preparation and submission of the Nasdaq listing application for the ADSs, (iii) any filings required with the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") in connection with the new share issuance and ADR program, (iv) any filings required with the Amtsgericht München in connection with the capital increase, and (v) any other regulatory filings required under German or European Union law in connection with the Offering and the ADR program.

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 Banking Act (Kreditwesengesetz), with direct or indirect access to the Ashgrove Enterprises Banking AG settlement infrastructure, and with adequate operational capacity and experience in the safekeeping and settlement of German equity securities.

The Depositary shall notify Halcyon and Calderwood & Harkness LLP of the identity, registered office, regulatory status, and relevant contact details of the proposed Custodian no later than [●] business days following execution of this Letter Agreement, and in any event no later than [●] weeks prior to the confidential submission target date of April 14, 2026. Such notification shall include a summary of the proposed Custodian's qualifications, relevant experience, and regulatory authorizations.

Halcyon shall have the right to approve the selection of the Custodian, such approval not to be unreasonably withheld, conditioned, or delayed. Halcyon shall notify the Depositary of its approval or any objection to the proposed Custodian within ten (10) business days of receipt of the Depositary's notification. In the event Halcyon objects to the proposed Custodian, the Depositary shall promptly propose an alternative custodian meeting the requirements set forth herein.

3.2 Custodian Agreement. The Depositary and the Custodian shall enter into a custodian agreement (the "Custodian Agreement") governing the terms and conditions of the safekeeping of deposited Ordinary Shares. The Custodian Agreement shall be consistent in all material respects with the terms of the Deposit Agreement and shall include, at a minimum, provisions regarding (i) the segregation of deposited Ordinary Shares, (ii) the obligations of the Custodian to receive, hold, and deliver Ordinary Shares upon the instructions of the Depositary, (iii) the Custodian's reporting obligations, (iv) the Custodian's obligations with respect to corporate actions, (v) liability and indemnification arrangements, and (vi) termination and replacement procedures.

A copy of the executed Custodian Agreement (or, if not yet executed, a substantially final draft thereof) shall be provided to Halcyon and Calderwood & Harkness LLP for review no later than ten (10) business days prior to the anticipated filing date of the Form F-6 with the SEC, to permit Halcyon and its counsel to confirm consistency with the Deposit Agreement and the disclosure contained in the Registration Statements.

The Custodian Agreement shall require the Custodian to hold Ordinary Shares in a segregated account in the name of the Depositary (or its nominee) at Ashgrove Enterprises Banking AG, separate and apart from any proprietary assets of the Custodian or assets held by the Custodian for other clients. The Custodian Agreement shall further require the Custodian to maintain records sufficient to identify the Ordinary Shares held on behalf of the Depositary at all times.

3.3 Custodian Obligations. Without limiting the generality of Section 3.2, the Custodian shall:

(a) Maintain all Ordinary Shares deposited with the Depositary in book-entry form through Ashgrove Enterprises Banking AG, in a segregated account established in the name of the Depositary or its nominee;

(b) Receive and hold deposited Ordinary Shares, credit the Depositary's account at Ashgrove Enterprises upon deposit, and debit the Depositary's account upon withdrawal, all in accordance with the instructions of the Depositary and the terms of the Deposit Agreement;

(c) Promptly notify the Depositary (and, at the request of the Depositary, Halcyon) of all corporate actions, dividend declarations, rights offerings, shareholder meetings, and other events affecting the Ordinary Shares of which the Custodian becomes aware, including, without limitation, the record dates, ex-dates, and payment dates for such events;

(d) Execute such instructions of the Depositary as are consistent with the terms of the Deposit Agreement and the Custodian Agreement, including instructions relating to the voting of Ordinary Shares, the receipt of dividends and other distributions, and the tender of Ordinary Shares in connection with any offer;

(e) Comply with all applicable German banking and securities regulations in connection with the safekeeping of Ordinary Shares, including, without limitation, the requirements of the German Banking Act (Kreditwesengesetz), the German Securities Trading Act (Wertpapierhandelsgesetz), and any applicable regulations of the European Central Bank and BaFin; and

(f) Maintain adequate insurance coverage and internal controls with respect to the safekeeping of deposited Ordinary Shares, consistent with industry standards for custodial services in the Federal Republic of Germany.

3.4 German Counsel Coordination. Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB (Dr. Christoph Maurelban, Partner; Bockenheimer Landstraße 20, 60323 Frankfurt am Main, Germany), as German counsel to Halcyon, shall be available to advise the Depositary and its counsel on German law matters relating to the custodian appointment, share transfer mechanics, Ashgrove Enterprises settlement procedures, and the registration of the capital increase (Kapitalerhöhung) in connection with the Offering. The Depositary's German counsel, Prumvane Thornton LLP (Dr. Stefan Braun, Partner; Neue Mainzer Straße 52, 60311 Frankfurt am Main, Germany), may coordinate directly with Bähr Stein on such matters, subject to any applicable privilege and confidentiality considerations. Each Party shall bear the fees and expenses of its own German counsel, except as otherwise provided in Section 7 of this Letter Agreement.

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 resolution of the Halcyon Management Board (Vorstand) with the approval of the Supervisory Board (Aufsichtsrat), including the exclusion of pre-emptive rights (Bezugsrechtsausschluss) of existing shareholders as required under the German Stock Corporation Act (Aktiengesetz). Halcyon shall be solely responsible for obtaining all necessary corporate approvals and regulatory consents in connection with the capital increase.

(b) The newly issued Ordinary Shares shall be deposited with the Custodian in Germany and credited to the Depositary's account at Ashgrove Enterprises Banking AG, in exchange for the issuance of the corresponding number of ADSs by the Depositary.

(i) Following the Pricing Date and the execution of the Underwriting Agreement, Halcyon shall cause the capital increase to be registered with the Amtsgericht München and entered in the Commercial Register (Handelsregister). Halcyon shall use its best efforts to ensure that such registration occurs promptly following the Pricing Date and in any event no later than the business day immediately preceding the Closing Date.

(ii) Upon registration of the capital increase and the corresponding entry in the Commercial Register, the 30,000,000 new Ordinary Shares shall be created in book-entry form and credited to the Depositary's Ashgrove Enterprises account through the Custodian. Halcyon shall instruct its share registrar and Ashgrove Enterprises Banking AG to effect such credit in accordance with the applicable Ashgrove Enterprises settlement procedures.

(iii) Upon confirmation by the Custodian to the Depositary that the new Ordinary Shares have been credited to the Depositary's Ashgrove Enterprises account (such confirmation to be in the form attached hereto as Exhibit A), the Depositary shall issue the corresponding 15,000,000 ADSs and deliver them through DTC to the accounts of the Underwriters (or their designated clearing participants) on the Closing Date (target: July 6, 2026), in accordance with the settlement procedures set forth in Section 5 of this Letter Agreement and the terms of the Underwriting Agreement.

4.2 Secondary Shares (Selling Shareholders).

(a) Rheintal Industrieholding GmbH (Königsallee 60, 40212 Düsseldorf, Germany; represented by Margarethe Wendt, Managing Director) will deposit 8,500,000 existing Ordinary Shares (corresponding to 4,250,000 ADSs) with the Custodian for conversion into ADSs in connection with the Offering.

(b) Kestrel Capital Partners AG (Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland; represented by Henrik Sørensen, Managing Partner) will deposit 4,300,000 existing Ordinary Shares (corresponding to 2,150,000 ADSs) with the Custodian for conversion into ADSs in connection with the Offering.

(c) Each Selling Shareholder will execute a custody agreement and an irrevocable power of attorney (in form and substance satisfactory to the Depositary and Calderwood & Harkness LLP), authorizing and directing the transfer of its respective Ordinary Shares from its securities account to the Custodian's account at Ashgrove Enterprises Banking AG, to be held for the benefit of the Depositary in connection with the issuance of ADSs. The form of such custody agreement and irrevocable power of attorney shall be prepared by Calderwood & Harkness LLP in coordination with Bähr Stein Rechtsanwälte and the Depositary.

(d) The deposit mechanics for the secondary shares shall be as follows:

(i) Each Selling Shareholder shall deliver its respective Ordinary Shares in book-entry form through Ashgrove Enterprises Banking AG to the Custodian's account held for the benefit of the Depositary, in accordance with the applicable Ashgrove Enterprises delivery-versus-free or free-of-payment settlement procedures (as determined by the Parties in coordination with the Underwriters). Such delivery shall occur no later than the business day immediately preceding the Closing Date, unless otherwise agreed by the Parties.

(ii) Upon confirmation by the Custodian to the Depositary that the Ordinary Shares of each Selling Shareholder have been credited to the Depositary's Ashgrove Enterprises account free and clear of all liens, encumbrances, and other restrictions (other than applicable securities law restrictions), the Depositary shall issue the corresponding ADSs.

(iii) Delivery of ADSs representing the secondary shares to the Underwriters shall occur through DTC on the Closing Date (target: July 6, 2026), simultaneously with the delivery of ADSs representing the primary shares, in accordance with the settlement procedures set forth in Section 5 of this Letter Agreement and the terms of the Underwriting Agreement.

4.3 Overallotment Shares.

(a) The Underwriters have been granted an Overallotment Option to purchase up to 3,210,000 additional ADSs, representing fifteen percent (15%) of the Base Deal of 21,400,000 ADSs, exercisable at the public offering price (less the underwriting discount) for a period of thirty (30) days following the Pricing Date (with the Overallotment Option expiring on July 31, 2026).

(b) In the event that the Overallotment Option is exercised in whole or in part, additional Ordinary Shares (up to 6,420,000 Ordinary Shares, representing 3,210,000 ADSs at the ADS ratio of 1 ADS to 2 Ordinary Shares) shall be deposited with the Custodian and corresponding ADSs shall be issued by the Depositary, following the same deposit mechanics as described in Sections 4.1 and 4.2 above, as applicable (depending on whether the overallotment shares are primary shares, secondary shares, or a combination thereof, as specified in the Underwriting Agreement).

(c) Halcyon and the Depositary shall establish procedures for the prompt processing of overallotment share deposits to ensure settlement on a T+2 basis following the date of exercise of the Overallotment Option (or such other settlement cycle as may be specified in the Underwriting Agreement). Such procedures shall include pre-positioning of Ordinary Shares with the Custodian (to the extent practicable) and pre-authorization of ADS issuance by the Depositary, subject to confirmation of share deposit.

4.4 Confirmation and Verification Procedures.

(a) The Depositary shall establish confirmation and verification procedures with the Custodian to verify that Ordinary Shares have been properly deposited prior to the issuance of any ADSs. No ADSs shall be issued by the Depositary unless and until the Depositary has received satisfactory confirmation from the Custodian that the corresponding Ordinary Shares have been credited to the Depositary's account at Ashgrove Enterprises Banking AG.

(b) Such confirmation and verification procedures shall include, without limitation: (i) SWIFT messaging protocols (MT544, MT545, MT548, or other applicable SWIFT message types) between the Custodian and the Depositary, (ii) Ashgrove Enterprises holding confirmations and settlement status reports, and (iii) daily reconciliation of share counts between the Custodian's records, the Depositary's records, and the records of Ashgrove Enterprises Banking AG.

(c) Halcyon shall instruct its share registrar (Aktienregisterfuhrer) to cooperate with the Custodian and the Depositary in connection with share registration verification, including the prompt confirmation of the registration of the Depositary (or its nominee) as holder of deposited Ordinary Shares in Halcyon's shareholder register (Aktienregister).

4.5 Fractional ADSs.

(a) No fractional ADSs shall be issued by the Depositary. The Parties shall establish procedures for the disposition of any fractional ADS entitlements in accordance with the terms of the Deposit Agreement, including the aggregation and sale of Ordinary Shares underlying fractional entitlements and the distribution of net proceeds to entitled ADS holders.

(b) The Parties acknowledge that, given the ADS ratio of 1 ADS to 2 Ordinary Shares, fractional ADS issues are unlikely to arise in connection with whole-share deposits in the Offering. However, fractional entitlements may arise in connection with future corporate actions (including, without limitation, stock dividends, stock splits, rights offerings, and distributions in kind), and the procedures contemplated by this Section 4.5 shall apply to any such future events.

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 its nominee) and shall be segregated from any proprietary accounts of the Custodian. The Depositary shall ensure that the Ashgrove Enterprises Account is operational no later than twenty (20) business days prior to the anticipated Closing Date.

(b) Halcyon shall provide all necessary corporate and share information to Ashgrove Enterprises Banking AG to facilitate the setup of the Ashgrove Enterprises Account and the acceptance of Ordinary Shares for settlement through Ashgrove Enterprises, including, without limitation, information regarding the ISIN of the Ordinary Shares, the terms of the Ordinary Shares, and any transfer restrictions applicable thereto. Halcyon shall further instruct its share registrar to cooperate with Ashgrove Enterprises Banking AG in connection with the acceptance of the Depositary (or its nominee) as a participant in the Ashgrove Enterprises settlement system with respect to the Ordinary Shares.

5.2 Cross-Border Settlement Bridge (Ashgrove Enterprises-DTC).

(a) The issuance of ADSs through DTC shall be coordinated with the deposit of Ordinary Shares in Ashgrove Enterprises through the Ashgrove Enterprises-DTC settlement bridge. The Parties shall work together to ensure that the cross-border settlement mechanics operate smoothly and that there is no gap between the deposit of Ordinary Shares in Ashgrove Enterprises and the issuance and delivery of ADSs through DTC.

(b) The Parties shall agree on specific cut-off times and settlement deadlines to ensure that ADS issuance in DTC occurs on the same business day as (or the next business day following) the confirmed deposit of Ordinary Shares in Ashgrove Enterprises, taking into account the time zone differential between Frankfurt, Germany (Central European Time) and New York, New York (Eastern Time). The Parties acknowledge that, due to the six-hour time difference, the deposit of Ordinary Shares in Ashgrove Enterprises must be completed sufficiently in advance of DTC cut-off times to permit same-day ADS issuance and delivery in New York.

(i) Ordinary Shares are credited to the Custodian's account at Ashgrove Enterprises Banking AG (Frankfurt time), reflecting the deposit of both primary shares (newly issued by Halcyon) and secondary shares (delivered by the Selling Shareholders);

(ii) The Custodian confirms the deposit of Ordinary Shares to the Depositary by SWIFT message and/or other agreed confirmation method (see Section 4.4);

(iii) Upon receipt of the Custodian's confirmation, the Depositary issues the corresponding ADSs and delivers them through DTC to the clearing accounts of the Underwriters and/or the Selling Shareholders' designated agents (New York time);

(iv) The Underwriters deliver ADSs to the DTC accounts of investors who have been allocated ADSs in the Offering, in accordance with the book-building and allocation procedures; and

(v) Payment of the aggregate purchase price flows from the Underwriters through DTC to the Depositary, which, acting on behalf of Halcyon and the Selling Shareholders, distributes the net proceeds (after deduction of the underwriting discount of 3.50% and any other agreed deductions) to Halcyon and each Selling Shareholder in accordance with the wire instructions set forth in the Underwriting Agreement.

5.3 Pre-Closing Dry Run.

(a) The Parties agree to conduct at least one pre-closing "dry run" of the Ashgrove Enterprises-DTC settlement mechanics no later than [●] business days prior to the expected Closing Date (and, if practicable, no later than five (5) business days prior to the expected Closing Date), in order to identify and resolve any operational, technical, or timing issues that could affect the settlement of the Offering.

(b) The pre-closing dry run shall involve the Depositary, the Custodian, Ashgrove Enterprises Banking AG, DTC, Crestfield Transfer Services Inc., and representatives of the underwriting syndicate (coordinated by Westbridge Securities LLC, through Jonathan Hartwell, Managing Director, Global ECM). The dry run shall simulate the complete settlement flow described in Section 5.2(c) above, including the deposit of test (or notional) Ordinary Shares in Ashgrove Enterprises, the confirmation of deposit, the issuance of test (or notional) ADSs in DTC, and the delivery of ADSs to clearing participant accounts.

(c) The Parties shall cooperate in good faith to resolve any issues identified during the pre-closing dry run and shall, if necessary, conduct additional dry runs to ensure readiness for the Closing Date.

5.4 Settlement Failure Procedures.

(a) The Parties shall agree on contingency procedures in the event of a settlement failure or delay on or prior to the Closing Date, including, without limitation, backup settlement mechanisms and communication protocols. Such contingency procedures shall address, at a minimum: (i) partial settlement in the event that fewer than all Ordinary Shares have been deposited with the Custodian by the applicable cut-off time, (ii) delayed settlement in the event that the Ashgrove Enterprises or DTC systems experience a temporary outage or disruption, and (iii) escalation procedures for communication among the Parties, the Custodian, Ashgrove Enterprises, DTC, and the Underwriters in the event of a settlement issue.

(b) In the event of a Ashgrove Enterprises or DTC system outage that prevents settlement on the Closing Date, the Parties shall cooperate to identify alternative settlement procedures consistent with the terms of the Underwriting Agreement, which may include (without limitation) manual settlement through direct transfer, settlement through an alternative clearing system, or postponement of the Closing Date by mutual agreement of the Parties and the Underwriters.

(c) The Depositary shall promptly notify Halcyon and Calderwood & Harkness LLP of any settlement failure or delay of which the Depositary becomes aware, and Halcyon shall promptly notify the Depositary of any settlement failure or delay of which Halcyon becomes aware, in each case to permit the Parties to implement the contingency procedures contemplated by this Section 5.4.

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 Depositary shall coordinate with DTC regarding (i) CUSIP number assignment for the ADSs (see also Section 6.3), (ii) DTC participant setup for the ADR facility, and (iii) eligibility of the ADSs for the Fast Automated Securities Transfer ("FAST") program, pursuant to which the Depositary will act as custodian for DTC of the master ADR certificate representing the book-entry ADSs held through DTC.

(c) The Depositary shall promptly notify Halcyon and Calderwood & Harkness LLP upon obtaining DTC eligibility for the ADSs and shall provide confirmation of the assigned CUSIP number.

6.2 Transfer Agent.

(a) Crestfield Transfer Services Inc. (Angela Moretti, Director, Corporate Actions; 6201 15th Avenue, Brooklyn, NY 11219) shall serve as transfer agent and registrar for the ADSs in the United States, pursuant to a transfer agency agreement to be entered into between the Depositary and Crestfield Transfer Services Inc. (or, as applicable, among the Depositary, Halcyon, and Crestfield Transfer Services Inc.).

(b) The Depositary shall coordinate with Crestfield Transfer Services regarding (i) the establishment and maintenance of the ADS register, (ii) the issuance and cancellation of ADSs (including the processing of deposits and withdrawals), (iii) the processing of ADS transfers between registered holders, (iv) the distribution of dividends and other payments to registered ADS holders, and (v) the mailing of proxy materials and other communications to registered ADS holders.

(c) The Depositary shall ensure that Crestfield Transfer Services is prepared to process ADS issuances in connection with the Closing Date and, if applicable, any exercise of the Overallotment Option.

6.3 CUSIP and ISIN.

(a) The Depositary shall obtain a CUSIP number for the ADSs from CUSIP Global Services (operated by Standard & Poor's on behalf of the American Bankers Association) in advance of the DTC eligibility application and the filing of the Form F-6.

(b) Halcyon shall ensure that an ISIN (International Securities Identification Number) is assigned (or, if already assigned, confirmed) for the Ordinary Shares through Pemberton Services Inc., the German national numbering agency (Wertpapier-Mitteilungen Keppler, Lehmann GmbH & Co. KG). Halcyon shall provide the ISIN for the Ordinary Shares to the Depositary, Calderwood & Harkness LLP, and the Underwriters promptly upon assignment or confirmation.

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 other services provided by the Depositary in connection with the ADR program, including, without limitation, fees for the distribution of dividends and other cash distributions, the distribution of securities other than ADSs, and the exercise of rights. The specific fee amounts for such additional services shall be as set forth in the Deposit Agreement and the depositary fee schedule, which are being negotiated concurrently with this Letter Agreement. The Parties acknowledge that the depositary fee schedule is subject to the approval of Halcyon and the Depositary and will be disclosed in the Registration Statements.

7.2 Pre-Effective Expenses.

(a) Halcyon shall reimburse the Depositary for reasonable and documented out-of-pocket expenses incurred by the Depositary in connection with pre-effective activities relating to the establishment of the ADR program and the Offering, including, without limitation: (i) costs and expenses associated with the appointment and setup of the Custodian in Germany, (ii) costs of establishing the Ashgrove Enterprises Account, (iii) legal fees and expenses of the Depositary's counsel (including Prumvane Thornton LLP in Germany) directly related to the ADR program establishment, (iv) DTC eligibility application fees and related costs, (v) CUSIP number application fees, and (vi) other out-of-pocket expenses reasonably incurred by the Depositary in performing its obligations under this Letter Agreement.

(b) The Depositary shall provide Halcyon with a good faith estimate of anticipated pre-effective expenses within [●] days of execution of this Letter Agreement. The Depositary shall not incur any individual expense item in excess of $[●] without the prior written consent of Halcyon (such consent not to be unreasonably withheld or delayed). The Depositary shall provide Halcyon with periodic expense reports (at least monthly) detailing expenses incurred and expected future expenses.

(c) Reimbursement of pre-effective expenses shall be made by Halcyon within thirty (30) days of receipt of an invoice from the Depositary, accompanied by reasonable supporting documentation. In the event the Offering does not proceed for any reason, Halcyon shall nonetheless remain obligated to reimburse the Depositary for pre-effective expenses incurred through the date of termination of this Letter Agreement.

7.3 Ongoing Reimbursements. Ongoing expense reimbursement arrangements between Halcyon and the Depositary following the establishment of the ADR program shall be governed by the terms of the Deposit Agreement. The Parties shall negotiate in good faith the ongoing reimbursement provisions of the Deposit Agreement concurrently with the negotiation of this Letter Agreement.

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 power and authority to own its properties and conduct its business as currently conducted.

(b) Halcyon has full corporate power and authority to enter into this Letter Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Letter Agreement by Halcyon have been duly authorized by all necessary corporate action, including a resolution of the Halcyon Management Board (Vorstand), and no further corporate action on the part of Halcyon is required for the execution and delivery of this Letter Agreement. This Letter Agreement constitutes the legal, valid, and binding obligation of Halcyon, enforceable against Halcyon in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(c) Halcyon's Ordinary Shares are listed on the Frankfurt Stock Exchange (FRA: HCY), Prime Standard segment, and Halcyon is in compliance in all material respects with the listing requirements of the Frankfurt Stock Exchange and the Prime Standard segment.

(d) As of January 10, 2026, Halcyon has 215,000,000 Ordinary Shares outstanding (no par value). All outstanding Ordinary Shares have been duly authorized, validly issued, fully paid, and are non-assessable (voll eingezahlt und nicht rückforderbar).

(e) Halcyon has approximately 8,400 employees worldwide as of the date of this Letter Agreement.

8.2 Depositary Representations. The Depositary represents and warrants to Halcyon as of the date of this Letter Agreement as follows:

(a) Meridian Trust Company, National Association is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, and is authorized by the Office of the Comptroller of the Currency to exercise all powers of a national banking association under the National Bank Act.

(b) The Depositary has full power and authority to act as depositary for the ADR program contemplated by this Letter Agreement and the Deposit Agreement, and to enter into and perform its obligations under this Letter Agreement. The execution, delivery, and performance of this Letter Agreement by the Depositary have been duly authorized by all necessary corporate action. This Letter Agreement constitutes the legal, valid, and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(c) The Depositary has substantial experience in establishing and administering depositary receipt programs, including Level III sponsored ADR programs involving initial public offerings of ADSs, and has the operational infrastructure, personnel, and technology necessary to perform its obligations under this Letter Agreement and the Deposit Agreement.

8.3 Mutual Acknowledgments. The Parties mutually acknowledge and agree as follows:

(a) The obligations of the Depositary under this Letter Agreement are subject to the Registration Statements being filed with and declared effective by the SEC. In the event the Registration Statements are not filed with the SEC or are not declared effective by the SEC, the obligations of the Depositary under this Letter Agreement (other than those that survive termination pursuant to Section 10.3) shall terminate in accordance with Section 10.2.

(b) This Letter Agreement is supplementary to, and not a substitute for, the Deposit Agreement. Upon execution of the Deposit Agreement, the Deposit Agreement shall govern the substantive rights and obligations of the Parties with respect to the ADR program, and this Letter Agreement shall terminate in accordance with Section 10.2(a). In the event of any conflict between the terms of this Letter Agreement and the terms of the Deposit Agreement, the Deposit Agreement shall control.

(c) No ADSs shall be issued by the Depositary until the Form F-6 has been declared effective by the SEC and all other conditions to the issuance of ADSs set forth in the Deposit Agreement and the Underwriting Agreement have been satisfied or waived.

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 other than the performance of its obligations under this Letter Agreement, except as (i) required by applicable law, regulation, subpoena, or court order, (ii) required by the rules of any securities exchange on which the securities of either Party are listed, or (iii) necessary to perform its obligations under this Letter Agreement, the Deposit Agreement, or the Underwriting Agreement. This obligation extends to the terms of the Offering (including pricing, allocation, and other non-public terms), the financial information of Halcyon (including non-public financial statements and projections), and the identity of the Selling Shareholders, in each case to the extent such information has not been publicly disclosed by Halcyon or included in a filing with the SEC.

9.2 Permitted Disclosures. Notwithstanding Section 9.1, each Party may disclose Confidential Information to the following persons and entities, subject to such persons and entities being bound by obligations of confidentiality no less restrictive than those set forth in this Section 9 (or, in the case of regulators, subject to applicable regulatory confidentiality protections):

(a) Each Party's legal counsel, including Calderwood & Harkness LLP (as counsel to Halcyon), the Depositary's counsel, Bähr Stein Rechtsanwälte (as German counsel to Halcyon), and Prumvane Thornton LLP (as German counsel to the Depositary);

(b) Halcyon's independent auditors, Blackmere & Whitfield;

(c) The Custodian, Ashgrove Enterprises Banking AG, and DTC, in each case solely to the extent necessary for the performance of their respective roles in connection with the ADR program;

(d) Crestfield Transfer Services Inc., in its capacity as transfer agent and registrar for the ADSs;

(e) The Underwriters and their counsel, Varen & Kessler LLP, in each case solely in connection with the Offering;

(f) Applicable regulators, including the SEC, the Nasdaq Stock Market, the OCC, BaFin, and any other regulatory authority having jurisdiction over either Party, in each case solely in connection with the Offering and the ADR program; and

(g) Any other person or entity to whom disclosure is required or permitted pursuant to the Registration Statements, including the Form F-1, the Form F-6, and the prospectus contained therein.

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, and this Letter Agreement shall be of no further force or effect, except for those provisions that survive termination pursuant to Section 10.3);

(b) written notice by either Party to the other Party that the Offering will not proceed, which notice may be given at any time and for any reason;

(c) the date that is twelve (12) months from the date of this Letter Agreement, if neither the Form F-1 nor the Form F-6 has been filed with the SEC by such date; or

(d) the mutual written agreement of the Parties to terminate this Letter Agreement.

10.3 Survival. Notwithstanding the termination of this Letter Agreement, Section 7.2 (Pre-Effective Expenses), Section 9 (Confidentiality), Section 11 (Governing Law and Dispute Resolution), and Section 12 (Miscellaneous) shall survive any termination of this Letter Agreement and shall continue in full force and effect in accordance with their respective terms.

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 order to ensure consistency with the governing law of the Deposit Agreement.

11.2 Jurisdiction. Each Party hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the State of New York, Borough of Manhattan, City of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Letter Agreement, and each Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit, or proceeding, any claim that it is not subject personally to the jurisdiction of such courts, that its property is exempt or immune from attachment or execution, that such action, suit, or proceeding is brought in an inconvenient forum, or that the venue of such action, suit, or proceeding is improper. Each Party agrees that service of process in any such action, suit, or proceeding may be made by delivery of a copy of such process in accordance with the notice provisions of Section 12.1 of this Letter Agreement.

11.3 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER APPLIES WHETHER SUCH ACTION, SUIT, OR PROCEEDING IS BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER THEORY OF LIABILITY.

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, postage prepaid, or (d) sent by electronic mail (with confirmation of receipt), addressed as follows:

If to Halcyon:

Halcyon Semiconductor Aktiengesellschaft Maximilianstraße 72 80539 Munich, Germany

Attention: Wilhelm Ostermann, General Counsel (Chefjustitiar)

Email: w.ostermann@halcyon-semi.de

with a copy (which shall not constitute notice) to:

Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006

Attention: Vivienne St. Claire, Esq.

Email: vstclaire@calderwoodharkness.com

If to the Depositary:

CALDERWOOD & HARKNESS LLP One Liberty Plaza, 42nd Floor New York, NY 10006 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
Matter No.: 1032-00003
[●], 2026
VIA ELECTRONIC MAIL AND OVERNIGHT COURIER
Patricia Novak Vice President, Depositary Receipts Meridian Trust Company, National Association 101 Barclay Street New York, NY 10286
Re: Draft Letter Agreement — Pre-Effective Arrangements Between Halcyon Semiconductor Aktiengesellschaft and Meridian Trust Company, National Association, in Connection with the Establishment of a Level III American Depositary Receipt Program and Initial Public Offering of American Depositary Shares
Dear Ms. Novak:
We write on behalf of our client, Halcyon Semiconductor Aktiengesellschaft, a German public stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany ("Halcyon" or the "Company"), in connection with the proposed initial public offering in the United States of American Depositary Shares, each representing two (2) ordinary shares (Stammaktien), no par value, of Halcyon. Set forth below is a draft letter agreement (this "Letter Agreement") between Halcyon and Meridian Trust Company, National Association (the "Depositary"), governing certain pre-effective arrangements between the parties in anticipation of the establishment of a Level III American Depositary Receipt program and the closing of the contemplated offering.
This Letter Agreement has been prepared for discussion purposes and remains subject to the review and approval of each party and their respective counsel. We look forward to your comments at your earliest convenience.
LETTER AGREEMENT
PRE-EFFECTIVE ARRANGEMENTS
between
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
and
MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION
Dated as of [●], 2026
LETTER AGREEMENT
This Letter Agreement (this "Letter Agreement"), dated as of [●], 2026, is entered into between:
(1) Halcyon Semiconductor Aktiengesellschaft, a German public stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany, registered with the Commercial Register (Handelsregister) of the Amtsgericht München under registration number HRB 217458, with its registered office at Maximilianstraße 72, 80539 Munich, Germany (LEI: 5299007KBTVZ3XQHGL48) ("Halcyon" or the "Company"); and
(2) Meridian Trust Company, National Association, a national banking association organized and validly existing under the laws of the United States of America, with its principal office at 101 Barclay Street, New York, NY 10286 (the "Depositary").
Halcyon and the Depositary are each referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
A. Identification of Parties. This Letter Agreement is entered into between Halcyon Semiconductor Aktiengesellschaft, a German public stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany, registered with the Commercial Register of the Amtsgericht München under HRB 217458, with its registered office at Maximilianstraße 72, 80539 Munich, Germany, and Meridian Trust Company, National Association, a national banking association organized under the laws of the United States, with its principal office at 101 Barclay Street, New York, NY 10286. Halcyon's legal entity identifier (LEI) is 5299007KBTVZ3XQHGL48.
B. Background of the Offering. Halcyon intends to conduct an initial public offering in the United States (the "Offering") through the establishment of a Level III American Depositary Receipt ("ADR") program. The Offering will involve the registration of American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value, of Halcyon (the "Ordinary Shares"), under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement on Form F-1 (the "Form F-1") and a Registration Statement on Form F-6 (the "Form F-6"). Halcyon intends to list the ADSs on the Nasdaq Global Select Market under the proposed ticker symbol "HCYN." Halcyon currently maintains a listing of its Ordinary Shares on the Frankfurt Stock Exchange (FRA: HCY), Prime Standard segment. The Offering is expected to generate targeted gross proceeds of approximately $900,000,000 (the "Base Deal"), based on the ADS ratio of one (1) ADS to two (2) Ordinary Shares.
C. Offering Composition. The Offering will comprise (i) primary ADSs representing 30,000,000 newly issued Ordinary Shares, corresponding to 15,000,000 ADSs, and (ii) secondary ADSs representing 12,800,000 existing Ordinary Shares to be sold by certain selling shareholders (as described below), corresponding to 6,400,000 ADSs, for a total Base Deal of 21,400,000 ADSs. The selling shareholders participating in the Offering are: (a) Rheintal Industrieholding Gesellschaft mit beschränkter Haftung ("Rheintal"), which intends to sell 8,500,000 Ordinary Shares corresponding to 4,250,000 ADSs, and (b) Kestrel Capital Partners Aktiengesellschaft ("Kestrel"), which intends to sell 4,300,000 Ordinary Shares corresponding to 2,150,000 ADSs. In addition, the underwriters will be granted an overallotment option to purchase up to 3,210,000 additional ADSs (representing fifteen percent (15%) of the Base Deal), exercisable for a period of thirty (30) days following the Pricing Date (as defined below).
D. Underwriting Syndicate. Westbridge Securities LLC ("Westbridge") will serve as lead left bookrunner and representative of the underwriting syndicate, together with Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC (collectively with Westbridge, the "Underwriters"). Calderwood & Harkness LLP serves as United States securities counsel to Halcyon in connection with the Offering. Varen & Kessler LLP serves as United States counsel to the Underwriters.
E. Deposit Agreement. In connection with the establishment of the ADR program, Halcyon, the Depositary, and all holders and beneficial owners of ADSs from time to time will enter into a deposit agreement (the "Deposit Agreement"), which shall be governed by the laws of the State of Delaware. The Deposit Agreement is being prepared and negotiated concurrently with this Letter Agreement and is expected to be filed as an exhibit to the Form F-6. The form of ADR will be attached as an exhibit to the Deposit Agreement.
F. Purpose of Letter Agreement. This Letter Agreement sets forth certain pre-effective arrangements between Halcyon and the Depositary regarding their cooperation in connection with the establishment of the ADR program, including, without limitation, the appointment of a custodian in Germany, Ordinary Share deposit mechanics, coordination of Ashgrove Enterprises settlement procedures, and related operational matters, all in anticipation of the effectiveness of the Registration Statements (as defined below) and the closing of the Offering. The Parties intend this Letter Agreement to facilitate an orderly and efficient preparation for the Offering and the commencement of the ADR program.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
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.
"ADS" means an American Depositary Share, each representing two (2) Ordinary Shares deposited with the Custodian in Germany for the account of the Depositary.
"Base Deal" has the meaning set forth in Recital B.
"Clearing Systems" means, collectively, DTC and Ashgrove Enterprises.
"Ashgrove Enterprises" means Penmark Partners LLC, a stock corporation organized under the laws of the Federal Republic of Germany, with its registered office in Frankfurt am Main.
"Closing Date" means the date of settlement of the Offering, which is targeted to occur on July 6, 2026, two (2) business days following the Pricing Date (T+2).
"Custodian" means the entity appointed by the Depositary in Germany to hold Ordinary Shares on behalf of the Depositary for the account of ADS holders, as further described in Section 3 of this Letter Agreement.
"Custodian Agreement" has the meaning set forth in Section 3.2.
"Deposit Agreement" means the deposit agreement to be entered into among Halcyon, the Depositary, and all holders and beneficial owners of ADSs from time to time, as described in Recital E.
"DTC" means The Depository Trust Company, a limited-purpose trust company organized under the laws of the State of New York and a registered clearing agency with the SEC.
"Effectiveness Date" means the date on which the SEC declares the Form F-1 and the Form F-6 effective under the Securities Act, which is targeted to occur on or about June 22, 2026.
"Form F-1" means the Registration Statement on Form F-1 to be filed by Halcyon with the SEC under the Securities Act in connection with the registration of the Ordinary Shares to be offered in the Offering (including the prospectus contained therein), together with all amendments and supplements thereto.
"Form F-6" means the Registration Statement on Form F-6 to be filed by the Depositary (or, as applicable, by Halcyon) with the SEC under the Securities Act in connection with the registration of the ADSs, together with all amendments and supplements thereto.
"Kestrel" has the meaning set forth in Recital C.
"Offering" has the meaning set forth in Recital B.
"Ordinary Shares" or "Stammaktien" means ordinary registered shares (Namensaktien), no par value (Stückaktien), of Halcyon.
"Overallotment Option" means the option granted to the Underwriters to purchase up to 3,210,000 additional ADSs (representing fifteen percent (15%) of the Base Deal), exercisable for thirty (30) days following the Pricing Date.
"Pricing Date" means the date on which the public offering price of the ADSs is determined, which is targeted to occur on or about July 1, 2026.
"Registration Statements" means, collectively, the Form F-1 and the Form F-6.
"Rheintal" has the meaning set forth in Recital C.
"SEC" means the United States Securities and Exchange Commission.
"Selling Shareholders" means, collectively, Rheintal and Kestrel.
"Underwriters" has the meaning set forth in Recital D.
"Underwriting Agreement" means the underwriting agreement to be entered into among Halcyon, the Selling Shareholders, and the Underwriters in connection with the Offering, which agreement shall be governed by the laws of the State of New York.
For the avoidance of doubt, to the extent any term used in this Letter Agreement is defined in the Deposit Agreement but not separately defined herein, the definition set forth in the Deposit Agreement shall control, provided that in the event of any conflict between a definition set forth in this Letter Agreement and a corresponding definition set forth in the Deposit Agreement, the definition set forth in the Deposit Agreement shall prevail upon execution of 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 reasonable requests for information from the other Party, shall make its personnel reasonably available for meetings and calls as needed, and shall use commercially reasonable efforts to perform its obligations under this Letter Agreement in a timely manner consistent with the target timeline set forth in Section 2.3 below.
Each Party shall designate a primary contact for day-to-day coordination in connection with this Letter Agreement and the establishment of the ADR program. The Depositary designates Patricia Novak, Vice President, Depositary Receipts, as its primary contact. Halcyon designates Wilhelm Ostermann, General Counsel (Chefjustitiar), as its primary contact. Copies of all substantive correspondence between the Parties in connection with this Letter Agreement shall be provided to Calderwood & Harkness LLP, Attention: Vivienne St. Claire, Esq. (Responsible Partner) and Claire Dempsey, Esq. (Lead Associate). Each Party may change its designated primary contact by written notice to the other Party delivered in accordance with Section 12.1.
2.2 Registration Statement Cooperation.
(a) The Depositary shall provide Halcyon and Calderwood & Harkness LLP with all information regarding the Depositary, the ADR facility, the form of ADR, and the custodian arrangements reasonably required for inclusion in the Form F-1 (including the prospectus contained therein), the Form F-6, and the Deposit Agreement. Such information shall include, without limitation, (i) a description of the Depositary and its experience in administering depositary receipt programs, (ii) a description of the fees and charges to be imposed on ADS holders, (iii) the identity and qualifications of the Custodian, (iv) a description of the procedures for the deposit and withdrawal of Ordinary Shares, (v) a description of the procedures for the distribution of dividends and other payments, and (vi) any other information reasonably requested by Halcyon or Calderwood & Harkness LLP for disclosure purposes.
(b) The Depositary shall promptly review and comment on all drafts of the Form F-6, the Deposit Agreement, the form of ADR, and the depositary fee schedule circulated by Calderwood & Harkness LLP. The Depositary shall use commercially reasonable efforts to provide its comments within five (5) business days of receipt of any such draft, or within such shorter period as may be reasonably required given the exigencies of the SEC review process.
(c) The Depositary shall provide all information necessary for the electronic filing of the Form F-6 with the SEC through the EDGAR system, including EDGAR access codes, CIK numbers, and any other filing credentials, and shall coordinate with the filing agent designated by Calderwood & Harkness LLP in connection with such filing.
(d) The Depositary shall cooperate with Halcyon's transfer agent, Crestfield Transfer Services Inc. (Angela Moretti, Director, Corporate Actions; 6201 15th Avenue, Brooklyn, NY 11219), regarding the registration and transfer of ADSs, including the establishment of ADS holder records, the processing of ADS transfers, and the issuance and cancellation of ADRs.
2.3 Timeline Coordination. The Parties acknowledge the following target timeline milestones for the Offering and agree to use their respective commercially reasonable efforts to meet the associated deadlines. The Parties acknowledge that these dates are estimates and are subject to change based on, among other things, SEC review timing, market conditions, and the progress of due diligence and documentation:
Each Party shall promptly notify the other Party (and, in the case of Halcyon, shall cause Calderwood & Harkness LLP to notify the Depositary) of any material change to the foregoing target timeline, including any delay in the SEC review process, any decision to postpone or accelerate the Offering, or any other circumstance that could reasonably be expected to affect the timing of the Closing Date.
2.4 Regulatory Filings.
(a) The Depositary shall be responsible for making all regulatory filings required of a depositary bank in connection with the establishment and administration of the ADR program, including, without limitation, any notices, reports, or filings required to be made with the Board of Governors of the Federal Reserve System, the Office of the Comptroller of the Currency ("OCC"), or any other applicable United States banking regulators.
(b) Halcyon shall be responsible for (i) the preparation and filing with the SEC of the Form F-1 and the Form F-6 (in coordination with the Depositary with respect to the Form F-6), (ii) the preparation and submission of the Nasdaq listing application for the ADSs, (iii) any filings required with the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") in connection with the new share issuance and ADR program, (iv) any filings required with the Amtsgericht München in connection with the capital increase, and (v) any other regulatory filings required under German or European Union law in connection with the Offering and the ADR program.
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 Banking Act (Kreditwesengesetz), with direct or indirect access to the Ashgrove Enterprises Banking AG settlement infrastructure, and with adequate operational capacity and experience in the safekeeping and settlement of German equity securities.
The Depositary shall notify Halcyon and Calderwood & Harkness LLP of the identity, registered office, regulatory status, and relevant contact details of the proposed Custodian no later than [●] business days following execution of this Letter Agreement, and in any event no later than [●] weeks prior to the confidential submission target date of April 14, 2026. Such notification shall include a summary of the proposed Custodian's qualifications, relevant experience, and regulatory authorizations.
Halcyon shall have the right to approve the selection of the Custodian, such approval not to be unreasonably withheld, conditioned, or delayed. Halcyon shall notify the Depositary of its approval or any objection to the proposed Custodian within ten (10) business days of receipt of the Depositary's notification. In the event Halcyon objects to the proposed Custodian, the Depositary shall promptly propose an alternative custodian meeting the requirements set forth herein.
3.2 Custodian Agreement. The Depositary and the Custodian shall enter into a custodian agreement (the "Custodian Agreement") governing the terms and conditions of the safekeeping of deposited Ordinary Shares. The Custodian Agreement shall be consistent in all material respects with the terms of the Deposit Agreement and shall include, at a minimum, provisions regarding (i) the segregation of deposited Ordinary Shares, (ii) the obligations of the Custodian to receive, hold, and deliver Ordinary Shares upon the instructions of the Depositary, (iii) the Custodian's reporting obligations, (iv) the Custodian's obligations with respect to corporate actions, (v) liability and indemnification arrangements, and (vi) termination and replacement procedures.
A copy of the executed Custodian Agreement (or, if not yet executed, a substantially final draft thereof) shall be provided to Halcyon and Calderwood & Harkness LLP for review no later than ten (10) business days prior to the anticipated filing date of the Form F-6 with the SEC, to permit Halcyon and its counsel to confirm consistency with the Deposit Agreement and the disclosure contained in the Registration Statements.
The Custodian Agreement shall require the Custodian to hold Ordinary Shares in a segregated account in the name of the Depositary (or its nominee) at Ashgrove Enterprises Banking AG, separate and apart from any proprietary assets of the Custodian or assets held by the Custodian for other clients. The Custodian Agreement shall further require the Custodian to maintain records sufficient to identify the Ordinary Shares held on behalf of the Depositary at all times.
3.3 Custodian Obligations. Without limiting the generality of Section 3.2, the Custodian shall:
(a) Maintain all Ordinary Shares deposited with the Depositary in book-entry form through Ashgrove Enterprises Banking AG, in a segregated account established in the name of the Depositary or its nominee;
(b) Receive and hold deposited Ordinary Shares, credit the Depositary's account at Ashgrove Enterprises upon deposit, and debit the Depositary's account upon withdrawal, all in accordance with the instructions of the Depositary and the terms of the Deposit Agreement;
(c) Promptly notify the Depositary (and, at the request of the Depositary, Halcyon) of all corporate actions, dividend declarations, rights offerings, shareholder meetings, and other events affecting the Ordinary Shares of which the Custodian becomes aware, including, without limitation, the record dates, ex-dates, and payment dates for such events;
(d) Execute such instructions of the Depositary as are consistent with the terms of the Deposit Agreement and the Custodian Agreement, including instructions relating to the voting of Ordinary Shares, the receipt of dividends and other distributions, and the tender of Ordinary Shares in connection with any offer;
(e) Comply with all applicable German banking and securities regulations in connection with the safekeeping of Ordinary Shares, including, without limitation, the requirements of the German Banking Act (Kreditwesengesetz), the German Securities Trading Act (Wertpapierhandelsgesetz), and any applicable regulations of the European Central Bank and BaFin; and
(f) Maintain adequate insurance coverage and internal controls with respect to the safekeeping of deposited Ordinary Shares, consistent with industry standards for custodial services in the Federal Republic of Germany.
3.4 German Counsel Coordination. Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB (Dr. Christoph Maurelban, Partner; Bockenheimer Landstraße 20, 60323 Frankfurt am Main, Germany), as German counsel to Halcyon, shall be available to advise the Depositary and its counsel on German law matters relating to the custodian appointment, share transfer mechanics, Ashgrove Enterprises settlement procedures, and the registration of the capital increase (Kapitalerhöhung) in connection with the Offering. The Depositary's German counsel, Prumvane Thornton LLP (Dr. Stefan Braun, Partner; Neue Mainzer Straße 52, 60311 Frankfurt am Main, Germany), may coordinate directly with Bähr Stein on such matters, subject to any applicable privilege and confidentiality considerations. Each Party shall bear the fees and expenses of its own German counsel, except as otherwise provided in Section 7 of this Letter Agreement.
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 resolution of the Halcyon Management Board (Vorstand) with the approval of the Supervisory Board (Aufsichtsrat), including the exclusion of pre-emptive rights (Bezugsrechtsausschluss) of existing shareholders as required under the German Stock Corporation Act (Aktiengesetz). Halcyon shall be solely responsible for obtaining all necessary corporate approvals and regulatory consents in connection with the capital increase.
(b) The newly issued Ordinary Shares shall be deposited with the Custodian in Germany and credited to the Depositary's account at Ashgrove Enterprises Banking AG, in exchange for the issuance of the corresponding number of ADSs by the Depositary.
(c) The deposit mechanics for the primary shares shall be as follows:
(i) Following the Pricing Date and the execution of the Underwriting Agreement, Halcyon shall cause the capital increase to be registered with the Amtsgericht München and entered in the Commercial Register (Handelsregister). Halcyon shall use its best efforts to ensure that such registration occurs promptly following the Pricing Date and in any event no later than the business day immediately preceding the Closing Date.
(ii) Upon registration of the capital increase and the corresponding entry in the Commercial Register, the 30,000,000 new Ordinary Shares shall be created in book-entry form and credited to the Depositary's Ashgrove Enterprises account through the Custodian. Halcyon shall instruct its share registrar and Ashgrove Enterprises Banking AG to effect such credit in accordance with the applicable Ashgrove Enterprises settlement procedures.
(iii) Upon confirmation by the Custodian to the Depositary that the new Ordinary Shares have been credited to the Depositary's Ashgrove Enterprises account (such confirmation to be in the form attached hereto as Exhibit A), the Depositary shall issue the corresponding 15,000,000 ADSs and deliver them through DTC to the accounts of the Underwriters (or their designated clearing participants) on the Closing Date (target: July 6, 2026), in accordance with the settlement procedures set forth in Section 5 of this Letter Agreement and the terms of the Underwriting Agreement.
4.2 Secondary Shares (Selling Shareholders).
(a) Rheintal Industrieholding GmbH (Königsallee 60, 40212 Düsseldorf, Germany; represented by Margarethe Wendt, Managing Director) will deposit 8,500,000 existing Ordinary Shares (corresponding to 4,250,000 ADSs) with the Custodian for conversion into ADSs in connection with the Offering.
(b) Kestrel Capital Partners AG (Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland; represented by Henrik Sørensen, Managing Partner) will deposit 4,300,000 existing Ordinary Shares (corresponding to 2,150,000 ADSs) with the Custodian for conversion into ADSs in connection with the Offering.
(c) Each Selling Shareholder will execute a custody agreement and an irrevocable power of attorney (in form and substance satisfactory to the Depositary and Calderwood & Harkness LLP), authorizing and directing the transfer of its respective Ordinary Shares from its securities account to the Custodian's account at Ashgrove Enterprises Banking AG, to be held for the benefit of the Depositary in connection with the issuance of ADSs. The form of such custody agreement and irrevocable power of attorney shall be prepared by Calderwood & Harkness LLP in coordination with Bähr Stein Rechtsanwälte and the Depositary.
(d) The deposit mechanics for the secondary shares shall be as follows:
(i) Each Selling Shareholder shall deliver its respective Ordinary Shares in book-entry form through Ashgrove Enterprises Banking AG to the Custodian's account held for the benefit of the Depositary, in accordance with the applicable Ashgrove Enterprises delivery-versus-free or free-of-payment settlement procedures (as determined by the Parties in coordination with the Underwriters). Such delivery shall occur no later than the business day immediately preceding the Closing Date, unless otherwise agreed by the Parties.
(ii) Upon confirmation by the Custodian to the Depositary that the Ordinary Shares of each Selling Shareholder have been credited to the Depositary's Ashgrove Enterprises account free and clear of all liens, encumbrances, and other restrictions (other than applicable securities law restrictions), the Depositary shall issue the corresponding ADSs.
(iii) Delivery of ADSs representing the secondary shares to the Underwriters shall occur through DTC on the Closing Date (target: July 6, 2026), simultaneously with the delivery of ADSs representing the primary shares, in accordance with the settlement procedures set forth in Section 5 of this Letter Agreement and the terms of the Underwriting Agreement.
4.3 Overallotment Shares.
(a) The Underwriters have been granted an Overallotment Option to purchase up to 3,210,000 additional ADSs, representing fifteen percent (15%) of the Base Deal of 21,400,000 ADSs, exercisable at the public offering price (less the underwriting discount) for a period of thirty (30) days following the Pricing Date (with the Overallotment Option expiring on July 31, 2026).
(b) In the event that the Overallotment Option is exercised in whole or in part, additional Ordinary Shares (up to 6,420,000 Ordinary Shares, representing 3,210,000 ADSs at the ADS ratio of 1 ADS to 2 Ordinary Shares) shall be deposited with the Custodian and corresponding ADSs shall be issued by the Depositary, following the same deposit mechanics as described in Sections 4.1 and 4.2 above, as applicable (depending on whether the overallotment shares are primary shares, secondary shares, or a combination thereof, as specified in the Underwriting Agreement).
(c) Halcyon and the Depositary shall establish procedures for the prompt processing of overallotment share deposits to ensure settlement on a T+2 basis following the date of exercise of the Overallotment Option (or such other settlement cycle as may be specified in the Underwriting Agreement). Such procedures shall include pre-positioning of Ordinary Shares with the Custodian (to the extent practicable) and pre-authorization of ADS issuance by the Depositary, subject to confirmation of share deposit.
4.4 Confirmation and Verification Procedures.
(a) The Depositary shall establish confirmation and verification procedures with the Custodian to verify that Ordinary Shares have been properly deposited prior to the issuance of any ADSs. No ADSs shall be issued by the Depositary unless and until the Depositary has received satisfactory confirmation from the Custodian that the corresponding Ordinary Shares have been credited to the Depositary's account at Ashgrove Enterprises Banking AG.
(b) Such confirmation and verification procedures shall include, without limitation: (i) SWIFT messaging protocols (MT544, MT545, MT548, or other applicable SWIFT message types) between the Custodian and the Depositary, (ii) Ashgrove Enterprises holding confirmations and settlement status reports, and (iii) daily reconciliation of share counts between the Custodian's records, the Depositary's records, and the records of Ashgrove Enterprises Banking AG.
(c) Halcyon shall instruct its share registrar (Aktienregisterfuhrer) to cooperate with the Custodian and the Depositary in connection with share registration verification, including the prompt confirmation of the registration of the Depositary (or its nominee) as holder of deposited Ordinary Shares in Halcyon's shareholder register (Aktienregister).
4.5 Fractional ADSs.
(a) No fractional ADSs shall be issued by the Depositary. The Parties shall establish procedures for the disposition of any fractional ADS entitlements in accordance with the terms of the Deposit Agreement, including the aggregation and sale of Ordinary Shares underlying fractional entitlements and the distribution of net proceeds to entitled ADS holders.
(b) The Parties acknowledge that, given the ADS ratio of 1 ADS to 2 Ordinary Shares, fractional ADS issues are unlikely to arise in connection with whole-share deposits in the Offering. However, fractional entitlements may arise in connection with future corporate actions (including, without limitation, stock dividends, stock splits, rights offerings, and distributions in kind), and the procedures contemplated by this Section 4.5 shall apply to any such future events.
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 its nominee) and shall be segregated from any proprietary accounts of the Custodian. The Depositary shall ensure that the Ashgrove Enterprises Account is operational no later than twenty (20) business days prior to the anticipated Closing Date.
(b) Halcyon shall provide all necessary corporate and share information to Ashgrove Enterprises Banking AG to facilitate the setup of the Ashgrove Enterprises Account and the acceptance of Ordinary Shares for settlement through Ashgrove Enterprises, including, without limitation, information regarding the ISIN of the Ordinary Shares, the terms of the Ordinary Shares, and any transfer restrictions applicable thereto. Halcyon shall further instruct its share registrar to cooperate with Ashgrove Enterprises Banking AG in connection with the acceptance of the Depositary (or its nominee) as a participant in the Ashgrove Enterprises settlement system with respect to the Ordinary Shares.
5.2 Cross-Border Settlement Bridge (Ashgrove Enterprises-DTC).
(a) The issuance of ADSs through DTC shall be coordinated with the deposit of Ordinary Shares in Ashgrove Enterprises through the Ashgrove Enterprises-DTC settlement bridge. The Parties shall work together to ensure that the cross-border settlement mechanics operate smoothly and that there is no gap between the deposit of Ordinary Shares in Ashgrove Enterprises and the issuance and delivery of ADSs through DTC.
(b) The Parties shall agree on specific cut-off times and settlement deadlines to ensure that ADS issuance in DTC occurs on the same business day as (or the next business day following) the confirmed deposit of Ordinary Shares in Ashgrove Enterprises, taking into account the time zone differential between Frankfurt, Germany (Central European Time) and New York, New York (Eastern Time). The Parties acknowledge that, due to the six-hour time difference, the deposit of Ordinary Shares in Ashgrove Enterprises must be completed sufficiently in advance of DTC cut-off times to permit same-day ADS issuance and delivery in New York.
(c) On the Closing Date (target: July 6, 2026), the settlement flow for the Offering shall be as follows:
(i) Ordinary Shares are credited to the Custodian's account at Ashgrove Enterprises Banking AG (Frankfurt time), reflecting the deposit of both primary shares (newly issued by Halcyon) and secondary shares (delivered by the Selling Shareholders);
(ii) The Custodian confirms the deposit of Ordinary Shares to the Depositary by SWIFT message and/or other agreed confirmation method (see Section 4.4);
(iii) Upon receipt of the Custodian's confirmation, the Depositary issues the corresponding ADSs and delivers them through DTC to the clearing accounts of the Underwriters and/or the Selling Shareholders' designated agents (New York time);
(iv) The Underwriters deliver ADSs to the DTC accounts of investors who have been allocated ADSs in the Offering, in accordance with the book-building and allocation procedures; and
(v) Payment of the aggregate purchase price flows from the Underwriters through DTC to the Depositary, which, acting on behalf of Halcyon and the Selling Shareholders, distributes the net proceeds (after deduction of the underwriting discount of 3.50% and any other agreed deductions) to Halcyon and each Selling Shareholder in accordance with the wire instructions set forth in the Underwriting Agreement.
5.3 Pre-Closing Dry Run.
(a) The Parties agree to conduct at least one pre-closing "dry run" of the Ashgrove Enterprises-DTC settlement mechanics no later than [●] business days prior to the expected Closing Date (and, if practicable, no later than five (5) business days prior to the expected Closing Date), in order to identify and resolve any operational, technical, or timing issues that could affect the settlement of the Offering.
(b) The pre-closing dry run shall involve the Depositary, the Custodian, Ashgrove Enterprises Banking AG, DTC, Crestfield Transfer Services Inc., and representatives of the underwriting syndicate (coordinated by Westbridge Securities LLC, through Jonathan Hartwell, Managing Director, Global ECM). The dry run shall simulate the complete settlement flow described in Section 5.2(c) above, including the deposit of test (or notional) Ordinary Shares in Ashgrove Enterprises, the confirmation of deposit, the issuance of test (or notional) ADSs in DTC, and the delivery of ADSs to clearing participant accounts.
(c) The Parties shall cooperate in good faith to resolve any issues identified during the pre-closing dry run and shall, if necessary, conduct additional dry runs to ensure readiness for the Closing Date.
5.4 Settlement Failure Procedures.
(a) The Parties shall agree on contingency procedures in the event of a settlement failure or delay on or prior to the Closing Date, including, without limitation, backup settlement mechanisms and communication protocols. Such contingency procedures shall address, at a minimum: (i) partial settlement in the event that fewer than all Ordinary Shares have been deposited with the Custodian by the applicable cut-off time, (ii) delayed settlement in the event that the Ashgrove Enterprises or DTC systems experience a temporary outage or disruption, and (iii) escalation procedures for communication among the Parties, the Custodian, Ashgrove Enterprises, DTC, and the Underwriters in the event of a settlement issue.
(b) In the event of a Ashgrove Enterprises or DTC system outage that prevents settlement on the Closing Date, the Parties shall cooperate to identify alternative settlement procedures consistent with the terms of the Underwriting Agreement, which may include (without limitation) manual settlement through direct transfer, settlement through an alternative clearing system, or postponement of the Closing Date by mutual agreement of the Parties and the Underwriters.
(c) The Depositary shall promptly notify Halcyon and Calderwood & Harkness LLP of any settlement failure or delay of which the Depositary becomes aware, and Halcyon shall promptly notify the Depositary of any settlement failure or delay of which Halcyon becomes aware, in each case to permit the Parties to implement the contingency procedures contemplated by this Section 5.4.
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 Depositary shall coordinate with DTC regarding (i) CUSIP number assignment for the ADSs (see also Section 6.3), (ii) DTC participant setup for the ADR facility, and (iii) eligibility of the ADSs for the Fast Automated Securities Transfer ("FAST") program, pursuant to which the Depositary will act as custodian for DTC of the master ADR certificate representing the book-entry ADSs held through DTC.
(c) The Depositary shall promptly notify Halcyon and Calderwood & Harkness LLP upon obtaining DTC eligibility for the ADSs and shall provide confirmation of the assigned CUSIP number.
6.2 Transfer Agent.
(a) Crestfield Transfer Services Inc. (Angela Moretti, Director, Corporate Actions; 6201 15th Avenue, Brooklyn, NY 11219) shall serve as transfer agent and registrar for the ADSs in the United States, pursuant to a transfer agency agreement to be entered into between the Depositary and Crestfield Transfer Services Inc. (or, as applicable, among the Depositary, Halcyon, and Crestfield Transfer Services Inc.).
(b) The Depositary shall coordinate with Crestfield Transfer Services regarding (i) the establishment and maintenance of the ADS register, (ii) the issuance and cancellation of ADSs (including the processing of deposits and withdrawals), (iii) the processing of ADS transfers between registered holders, (iv) the distribution of dividends and other payments to registered ADS holders, and (v) the mailing of proxy materials and other communications to registered ADS holders.
(c) The Depositary shall ensure that Crestfield Transfer Services is prepared to process ADS issuances in connection with the Closing Date and, if applicable, any exercise of the Overallotment Option.
6.3 CUSIP and ISIN.
(a) The Depositary shall obtain a CUSIP number for the ADSs from CUSIP Global Services (operated by Standard & Poor's on behalf of the American Bankers Association) in advance of the DTC eligibility application and the filing of the Form F-6.
(b) Halcyon shall ensure that an ISIN (International Securities Identification Number) is assigned (or, if already assigned, confirmed) for the Ordinary Shares through Pemberton Services Inc., the German national numbering agency (Wertpapier-Mitteilungen Keppler, Lehmann GmbH & Co. KG). Halcyon shall provide the ISIN for the Ordinary Shares to the Depositary, Calderwood & Harkness LLP, and the Underwriters promptly upon assignment or confirmation.
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 other services provided by the Depositary in connection with the ADR program, including, without limitation, fees for the distribution of dividends and other cash distributions, the distribution of securities other than ADSs, and the exercise of rights. The specific fee amounts for such additional services shall be as set forth in the Deposit Agreement and the depositary fee schedule, which are being negotiated concurrently with this Letter Agreement. The Parties acknowledge that the depositary fee schedule is subject to the approval of Halcyon and the Depositary and will be disclosed in the Registration Statements.
7.2 Pre-Effective Expenses.
(a) Halcyon shall reimburse the Depositary for reasonable and documented out-of-pocket expenses incurred by the Depositary in connection with pre-effective activities relating to the establishment of the ADR program and the Offering, including, without limitation: (i) costs and expenses associated with the appointment and setup of the Custodian in Germany, (ii) costs of establishing the Ashgrove Enterprises Account, (iii) legal fees and expenses of the Depositary's counsel (including Prumvane Thornton LLP in Germany) directly related to the ADR program establishment, (iv) DTC eligibility application fees and related costs, (v) CUSIP number application fees, and (vi) other out-of-pocket expenses reasonably incurred by the Depositary in performing its obligations under this Letter Agreement.
(b) The Depositary shall provide Halcyon with a good faith estimate of anticipated pre-effective expenses within [●] days of execution of this Letter Agreement. The Depositary shall not incur any individual expense item in excess of $[●] without the prior written consent of Halcyon (such consent not to be unreasonably withheld or delayed). The Depositary shall provide Halcyon with periodic expense reports (at least monthly) detailing expenses incurred and expected future expenses.
(c) Reimbursement of pre-effective expenses shall be made by Halcyon within thirty (30) days of receipt of an invoice from the Depositary, accompanied by reasonable supporting documentation. In the event the Offering does not proceed for any reason, Halcyon shall nonetheless remain obligated to reimburse the Depositary for pre-effective expenses incurred through the date of termination of this Letter Agreement.
7.3 Ongoing Reimbursements. Ongoing expense reimbursement arrangements between Halcyon and the Depositary following the establishment of the ADR program shall be governed by the terms of the Deposit Agreement. The Parties shall negotiate in good faith the ongoing reimbursement provisions of the Deposit Agreement concurrently with the negotiation of this Letter Agreement.
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 power and authority to own its properties and conduct its business as currently conducted.
(b) Halcyon has full corporate power and authority to enter into this Letter Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Letter Agreement by Halcyon have been duly authorized by all necessary corporate action, including a resolution of the Halcyon Management Board (Vorstand), and no further corporate action on the part of Halcyon is required for the execution and delivery of this Letter Agreement. This Letter Agreement constitutes the legal, valid, and binding obligation of Halcyon, enforceable against Halcyon in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(c) Halcyon's Ordinary Shares are listed on the Frankfurt Stock Exchange (FRA: HCY), Prime Standard segment, and Halcyon is in compliance in all material respects with the listing requirements of the Frankfurt Stock Exchange and the Prime Standard segment.
(d) As of January 10, 2026, Halcyon has 215,000,000 Ordinary Shares outstanding (no par value). All outstanding Ordinary Shares have been duly authorized, validly issued, fully paid, and are non-assessable (voll eingezahlt und nicht rückforderbar).
(e) Halcyon has approximately 8,400 employees worldwide as of the date of this Letter Agreement.
8.2 Depositary Representations. The Depositary represents and warrants to Halcyon as of the date of this Letter Agreement as follows:
(a) Meridian Trust Company, National Association is a national banking association duly organized, validly existing, and in good standing under the laws of the United States, and is authorized by the Office of the Comptroller of the Currency to exercise all powers of a national banking association under the National Bank Act.
(b) The Depositary has full power and authority to act as depositary for the ADR program contemplated by this Letter Agreement and the Deposit Agreement, and to enter into and perform its obligations under this Letter Agreement. The execution, delivery, and performance of this Letter Agreement by the Depositary have been duly authorized by all necessary corporate action. This Letter Agreement constitutes the legal, valid, and binding obligation of the Depositary, enforceable against the Depositary in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
(c) The Depositary has substantial experience in establishing and administering depositary receipt programs, including Level III sponsored ADR programs involving initial public offerings of ADSs, and has the operational infrastructure, personnel, and technology necessary to perform its obligations under this Letter Agreement and the Deposit Agreement.
8.3 Mutual Acknowledgments. The Parties mutually acknowledge and agree as follows:
(a) The obligations of the Depositary under this Letter Agreement are subject to the Registration Statements being filed with and declared effective by the SEC. In the event the Registration Statements are not filed with the SEC or are not declared effective by the SEC, the obligations of the Depositary under this Letter Agreement (other than those that survive termination pursuant to Section 10.3) shall terminate in accordance with Section 10.2.
(b) This Letter Agreement is supplementary to, and not a substitute for, the Deposit Agreement. Upon execution of the Deposit Agreement, the Deposit Agreement shall govern the substantive rights and obligations of the Parties with respect to the ADR program, and this Letter Agreement shall terminate in accordance with Section 10.2(a). In the event of any conflict between the terms of this Letter Agreement and the terms of the Deposit Agreement, the Deposit Agreement shall control.
(c) No ADSs shall be issued by the Depositary until the Form F-6 has been declared effective by the SEC and all other conditions to the issuance of ADSs set forth in the Deposit Agreement and the Underwriting Agreement have been satisfied or waived.
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 other than the performance of its obligations under this Letter Agreement, except as (i) required by applicable law, regulation, subpoena, or court order, (ii) required by the rules of any securities exchange on which the securities of either Party are listed, or (iii) necessary to perform its obligations under this Letter Agreement, the Deposit Agreement, or the Underwriting Agreement. This obligation extends to the terms of the Offering (including pricing, allocation, and other non-public terms), the financial information of Halcyon (including non-public financial statements and projections), and the identity of the Selling Shareholders, in each case to the extent such information has not been publicly disclosed by Halcyon or included in a filing with the SEC.
9.2 Permitted Disclosures. Notwithstanding Section 9.1, each Party may disclose Confidential Information to the following persons and entities, subject to such persons and entities being bound by obligations of confidentiality no less restrictive than those set forth in this Section 9 (or, in the case of regulators, subject to applicable regulatory confidentiality protections):
(a) Each Party's legal counsel, including Calderwood & Harkness LLP (as counsel to Halcyon), the Depositary's counsel, Bähr Stein Rechtsanwälte (as German counsel to Halcyon), and Prumvane Thornton LLP (as German counsel to the Depositary);
(b) Halcyon's independent auditors, Blackmere & Whitfield;
(c) The Custodian, Ashgrove Enterprises Banking AG, and DTC, in each case solely to the extent necessary for the performance of their respective roles in connection with the ADR program;
(d) Crestfield Transfer Services Inc., in its capacity as transfer agent and registrar for the ADSs;
(e) The Underwriters and their counsel, Varen & Kessler LLP, in each case solely in connection with the Offering;
(f) Applicable regulators, including the SEC, the Nasdaq Stock Market, the OCC, BaFin, and any other regulatory authority having jurisdiction over either Party, in each case solely in connection with the Offering and the ADR program; and
(g) Any other person or entity to whom disclosure is required or permitted pursuant to the Registration Statements, including the Form F-1, the Form F-6, and the prospectus contained therein.
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, and this Letter Agreement shall be of no further force or effect, except for those provisions that survive termination pursuant to Section 10.3);
(b) written notice by either Party to the other Party that the Offering will not proceed, which notice may be given at any time and for any reason;
(c) the date that is twelve (12) months from the date of this Letter Agreement, if neither the Form F-1 nor the Form F-6 has been filed with the SEC by such date; or
(d) the mutual written agreement of the Parties to terminate this Letter Agreement.
10.3 Survival. Notwithstanding the termination of this Letter Agreement, Section 7.2 (Pre-Effective Expenses), Section 9 (Confidentiality), Section 11 (Governing Law and Dispute Resolution), and Section 12 (Miscellaneous) shall survive any termination of this Letter Agreement and shall continue in full force and effect in accordance with their respective terms.
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 order to ensure consistency with the governing law of the Deposit Agreement.
11.2 Jurisdiction. Each Party hereby irrevocably submits to the exclusive jurisdiction of the federal and state courts located in the State of New York, Borough of Manhattan, City of New York, for the purpose of any action, suit, or proceeding arising out of or relating to this Letter Agreement, and each Party hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such action, suit, or proceeding, any claim that it is not subject personally to the jurisdiction of such courts, that its property is exempt or immune from attachment or execution, that such action, suit, or proceeding is brought in an inconvenient forum, or that the venue of such action, suit, or proceeding is improper. Each Party agrees that service of process in any such action, suit, or proceeding may be made by delivery of a copy of such process in accordance with the notice provisions of Section 12.1 of this Letter Agreement.
11.3 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER APPLIES WHETHER SUCH ACTION, SUIT, OR PROCEEDING IS BASED ON CONTRACT, TORT, STATUTE, OR ANY OTHER THEORY OF LIABILITY.
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, postage prepaid, or (d) sent by electronic mail (with confirmation of receipt), addressed as follows:
If to Halcyon:
Halcyon Semiconductor Aktiengesellschaft Maximilianstraße 72 80539 Munich, Germany
Attention: Wilhelm Ostermann, General Counsel (Chefjustitiar)
Email: w.ostermann@halcyon-semi.de
with a copy (which shall not constitute notice) to:
Calderwood & Harkness LLP One Liberty Plaza, 42nd Floor New York, NY 10006
Attention: Vivienne St. Claire, Esq.
Email: vstclaire@calderwoodharkness.com
If to the Depositary:
Meridian Trust Company, National Association 101 Barclay Street New York, NY 10286
Attention: Patricia Novak, Vice President, Depositary Receipts
Email: patricia.novak@meridiantrust.com
Either Party may change its address for notices under this Letter Agreement by giving written notice of such change to the other Party in accordance with this Section 12.1.
12.2 Entire Agreement. This Letter Agreement (including the Exhibits attached hereto) constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, warranties, commitments, offers, correspondence, and agreements relating thereto, whether written or oral, except for any existing confidentiality agreement or non-disclosure agreement between the Parties, which shall remain in full force and effect in accordance with its terms. For the avoidance of doubt, this Letter Agreement does not supersede or modify any existing engagement letter or fee arrangement between the Parties to the extent not inconsistent with the terms hereof.
12.3 Amendment. This Letter Agreement may be amended, modified, or supplemented only by a written instrument duly executed by authorized representatives of both Parties. No waiver of any provision of this Letter Agreement shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought. No failure or delay by either Party in exercising any right, power, or privilege under this Letter Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
12.4 Assignment. Neither Party may assign, transfer, or delegate its rights or obligations under this Letter Agreement to any third party without the prior written consent of the other Party, except that the Depositary may assign its rights and obligations under this Letter Agreement to a successor depositary appointed in accordance with the terms of the Deposit Agreement, and such assignment shall be effective upon written notice to Halcyon. Any attempted assignment, transfer, or delegation in violation of this Section 12.4 shall be null and void and of no force or effect.
12.5 Counterparts. This Letter Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Letter Agreement by facsimile transmission, portable document format (.pdf), or other electronic means (including via Brightwater Software or similar electronic signature platform) shall be effective as delivery of a manually executed counterpart, and electronic and .pdf signatures shall be deemed original signatures for all purposes of this Letter Agreement.
12.6 No Third-Party Beneficiaries. This Letter Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns, and nothing in this Letter Agreement, express or implied, is intended to or shall confer upon any third party any legal or equitable right, benefit, remedy, or claim under or by reason of this Letter Agreement; provided, however, that (a) Calderwood & Harkness LLP, as counsel to Halcyon, may rely on this Letter Agreement to the extent expressly stated herein, including for purposes of receiving copies of notices and correspondence as contemplated by Sections 2.1 and 12.1, and (b) Crestfield Transfer Services Inc., as transfer agent and registrar for the ADSs, may rely on this Letter Agreement to the extent expressly stated herein, including for purposes of coordination as contemplated by Sections 2.2(d) and 6.2.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Parties have caused this Letter Agreement to be duly executed as of the date first written above.
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
By: ________
Name: Dr. Friedrich Wendt
Title: Chief Executive Officer (Vorstandsvorsitzender)
By: ________
Name: Katarina Dalm

VIA ELECTRONIC MAIL AND OVERNIGHT COURIER

LETTER AGREEMENT

PRE-EFFECTIVE ARRANGEMENTS

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

MERIDIAN TRUST COMPANY, NATIONAL ASSOCIATION

LETTER AGREEMENT

RECITALS

AGREEMENT

Record

Parties

Dates

Amounts