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FORM OF LOCK-UP AGREEMENT — OFFICERS AND DIRECTORS

Halcyon Semiconductor Aktiengesellschaft Initial Public Offering of American Depositary Shares

[Form to be executed by each officer and director listed on Schedule A hereto]

[●], 2026

Westbridge Securities LLC 383 Madison Avenue New York, NY 10179

Attention: Jonathan Hartwell

Managing Director, Global Equity Capital Markets

Re: Proposed Initial Public Offering of American Depositary Shares of Halcyon Semiconductor Aktiengesellschaft

Dear Mr. Hartwell:

The undersigned understands that Westbridge Securities LLC (the "Representative") proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") on behalf of itself and the several underwriters named therein (collectively, the "Underwriters") with Halcyon Semiconductor Aktiengesellschaft, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, registered in Munich, Bavaria (Commercial Register HRB 217458, Amtsgericht München), with its registered office and principal executive offices located at Maximilianstraße 72, 80539 Munich, Germany (the "Company"), and with Rheintal Industrieholding GmbH and Kestrel Capital Partners AG, each acting as a selling shareholder, providing for the initial public offering (the "Offering") of American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value (Stückaktien), of the Company. The ADSs are to be issued by Meridian Trust Company, N.A., as depositary (the "Depositary"), pursuant to a Deposit Agreement (the "Deposit Agreement") to be entered into among the Company, the Depositary, and holders and beneficial owners of ADSs from time to time.

The undersigned further understands that the ADSs will be offered and sold pursuant to a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the "Registration Statement") to be filed with the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"). The ADSs are expected to be listed on the Nasdaq Global Select Market under the proposed ticker symbol "HCYN." The Company's ordinary shares are currently listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the symbol FRA: HCY and are admitted to the Prime Standard segment of the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange.

The undersigned understands that Westbridge Securities LLC is acting as representative of the several Underwriters in connection with the Offering. Pinnacle Morgan & Co., Inc. and Andover Barcliffe Group Inc. are acting as joint bookrunners, and Northpointe Capital LLC is acting as co-manager for the Offering. The Underwriting Agreement will be entered into among the Company, the selling shareholders named therein, and the several Underwriters, with the Representative acting on behalf of the Underwriters.

The undersigned is an officer and/or director (member of the Vorstand or Aufsichtsrat) of the Company. The undersigned acknowledges that the undersigned will benefit, directly and indirectly, from the successful completion of the Offering, including through the increased public profile of the Company, enhanced liquidity for the Company's securities, and the receipt by the Company of the net proceeds of the Offering to be used for the Company's corporate purposes.

The undersigned understands that the Underwriters are prepared to proceed with the Offering in reliance upon, among other things, the agreements, representations, and warranties set forth in this letter agreement (this "Agreement"). The undersigned further acknowledges and agrees that the undersigned's execution and delivery of this Agreement is a material inducement to and a precondition of the Underwriters' willingness to proceed with the Offering, and that the Underwriters would not proceed with the Offering absent the execution and delivery of this Agreement by the undersigned and the other officers and directors of the Company.

In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Representative as follows:

Section 1. Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

"ADSs" means the American Depositary Shares of the Company, each representing two (2) ordinary shares (Stammaktien), no par value (Stückaktien), of the Company, to be issued by Meridian Trust Company, N.A., as Depositary, pursuant to the Deposit Agreement.

"Company" means Halcyon Semiconductor Aktiengesellschaft, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, registered in Munich, Bavaria (Commercial Register HRB 217458, Amtsgericht München).

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Hedging Transaction" has the meaning set forth in Section 2(b) of this Agreement.

"Lock-Up Period" means the period beginning on the date of the final prospectus relating to the Offering (the "Pricing Date") and ending at the close of business (5:00 p.m., New York City time) on the date that is one hundred eighty (180) days after the Pricing Date. For illustrative purposes only, assuming a Pricing Date of July 1, 2026, the Lock-Up Period would expire at the close of business on December 28, 2026. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period, the Lock-Up Period shall not be extended beyond the initial 180-day period unless such extension is otherwise required by applicable rules or regulations of the Financial Industry Regulatory Authority, Inc. ("FINRA").

"Lock-Up Securities" means, collectively, (i) ordinary shares (Stammaktien) of the Company, whether or not represented by ADSs, (ii) ADSs, (iii) any securities convertible into, or exercisable or exchangeable for, ordinary shares of the Company or ADSs, (iv) options (including employee stock options granted under the Company's equity incentive plans), warrants, or other rights to acquire ordinary shares of the Company or ADSs, (v) restricted stock units, performance share units, phantom shares, or similar equity-based awards with respect to ordinary shares of the Company or ADSs, and (vi) any other securities of the Company, in each case that are owned, directly or indirectly, beneficially or of record, by the undersigned as of the date of this Agreement or that are hereafter acquired by the undersigned during the Lock-Up Period, including, without limitation, any securities acquired through the exercise, conversion, exchange, or settlement of any of the foregoing.

"Representative" means Westbridge Securities LLC, acting in its capacity as representative of the several Underwriters in connection with the Offering.

"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

"Transfer" has the meaning set forth in Section 2(a) of this Agreement.

"Underwriting Agreement" means the underwriting agreement to be entered into among the Company, Rheintal Industrieholding GmbH and Kestrel Capital Partners AG (as selling shareholders), and the several Underwriters named therein, with the Representative acting on behalf of the Underwriters, in connection with the Offering.

Section 2. Lock-Up Restrictions

(a) Prohibition on Transfer.

During the Lock-Up Period, the undersigned shall not, and shall not cause or direct any other person or entity to, directly or indirectly, without the prior written consent of the Representative:

(i) offer, sell, contract to sell, or otherwise dispose of any Lock-Up Securities;

(ii) sell any option or contract to purchase any Lock-Up Securities;

(iii) purchase any option or contract to sell any Lock-Up Securities;

(iv) grant any option, right, or warrant to purchase any Lock-Up Securities;

(v) lend or otherwise transfer or dispose of, directly or indirectly, any Lock-Up Securities;

(vi) make any demand for, or exercise any right with respect to, the registration under the Securities Act of any Lock-Up Securities or any security convertible into or exercisable or exchangeable for Lock-Up Securities;

(vii) enter into any swap, hedge, or other arrangement that transfers to another person or entity, in whole or in part, any of the economic consequences of ownership of any Lock-Up Securities, whether any such transaction described in this clause (vii) is to be settled by delivery of ordinary shares, ADSs, other securities, in cash, or otherwise; or

(viii) publicly disclose the intention to do any of the foregoing.

The foregoing restrictions shall apply whether any transaction described above is to be settled by delivery of ordinary shares, ADSs, or other securities of the Company, in cash, or otherwise, and whether such transaction is effected on any securities exchange or in the over-the-counter market, through negotiated transactions, or otherwise.

As used in this Agreement, "Transfer" means any sale, transfer, assignment, pledge, hypothecation, encumbrance, disposal, loan, gift, or other conveyance of any Lock-Up Securities, or any interest therein, whether voluntary or involuntary, by operation of law or otherwise, including, without limitation, any transfer by way of execution, attachment, levy, garnishment, bankruptcy, insolvency, or similar proceeding.

(b) Prohibition on Hedging Transactions.

During the Lock-Up Period, the undersigned shall not, and shall not cause or direct any other person or entity to, directly or indirectly, enter into any hedging or other transaction or arrangement (each, a "Hedging Transaction"), including, without limitation:

(i) any short sale of any Lock-Up Securities (whether or not against the box) or any short position in any Lock-Up Securities;

(ii) any purchase, sale, or grant of any right (including, without limitation, any put option, call option, forward contract, swap agreement, contract for differences, or any similar derivative instrument or transaction) with respect to any Lock-Up Securities or with respect to any security (including any exchange-traded fund or index) that includes, relates to, or derives any significant part of its value from Lock-Up Securities;

(iii) any transaction (including any total return swap, equity swap, variance swap, or volatility swap) designed or intended, or which may reasonably be expected, to result in the disposition (whether by actual delivery, cash settlement, or otherwise) of any Lock-Up Securities by the undersigned or by any other person or entity, whether or not for value; or

(iv) any public announcement of any intention to engage in, or any entry into any agreement, arrangement, or understanding with respect to, any of the transactions described in clauses (i) through (iii) above.

For the avoidance of doubt, the prohibitions set forth in this Section 2(b) apply regardless of whether any Hedging Transaction is to be settled in ordinary shares, ADSs, other securities, cash, or by any other method of settlement.

During the Lock-Up Period, the undersigned shall not, and shall not cause or direct any other person or entity to, directly or indirectly, pledge, hypothecate, or grant a security interest in any Lock-Up Securities, or permit any Lock-Up Securities to become subject to any lien, charge, or encumbrance, except with the prior written consent of the Representative.

Section 3. Permitted Exceptions

Notwithstanding the restrictions set forth in Section 2, the undersigned may, without the prior written consent of the Representative, effect the following transactions, provided that the applicable conditions set forth below and in Section 3(g) are satisfied:

(a) Transfers as Gifts or for Estate Planning.

The undersigned may make (i) one or more bona fide gifts of Lock-Up Securities, provided that the donee or transferee executes and delivers to the Representative a lock-up agreement in substantially the form of this Agreement, covering the Lock-Up Securities so transferred, for the remainder of the Lock-Up Period, or (ii) transfers of Lock-Up Securities to any member of the undersigned's immediate family or to any trust for the direct or indirect benefit of the undersigned or the undersigned's immediate family members, provided that each such transferee executes and delivers to the Representative a lock-up agreement in substantially the form of this Agreement for the remainder of the Lock-Up Period.

As used in this Agreement, "immediate family member" means the undersigned's spouse, domestic partner, parent, child (including any stepchild or adopted child), sibling (including any stepsibling), grandchild (including any step-grandchild or adopted grandchild), father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law.

(b) Transfers by Will or Intestacy.

The undersigned's Lock-Up Securities may be transferred upon the death of the undersigned by will, other testamentary document, or intestate succession, provided that the transferee or recipient agrees in writing to be bound by the terms and conditions of this Agreement for the remainder of the Lock-Up Period.

The undersigned may transfer Lock-Up Securities to any corporation, partnership, limited liability company, or other entity that is directly or indirectly controlled by, or is under common control with, the undersigned, provided that (i) the transferee executes and delivers to the Representative a lock-up agreement in substantially the form of this Agreement for the remainder of the Lock-Up Period, and (ii) no filing under the Exchange Act is required to be made, or is voluntarily made, in connection with any such transfer (other than a filing on Form 6-K by the Company or any filing required to be made under applicable German law, including, without limitation, any notification required under the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG") or Regulation (EU) No. 596/2014 (the Market Abuse Regulation, "MAR")).

(d) Transactions Under Company Plans.

(i) The undersigned may effect transactions relating to ordinary shares or ADSs acquired by the undersigned in the open market after the Pricing Date; provided, however, that no filing under the Exchange Act (including any filing on Form 3, Form 4, or Form 5, or any amendment thereto) reporting a reduction in beneficial ownership of Lock-Up Securities is required to be made, or is voluntarily made, in connection with any such transaction during the Lock-Up Period, and that no public announcement of any such transaction is voluntarily made during the Lock-Up Period.

(ii) The undersigned may exercise stock options or settle restricted stock units, performance share units, or other equity-based awards granted under the Company's existing equity incentive plans (including, without limitation, the Halcyon Semiconductor AG 2021 Employee Stock Incentive Plan, the Halcyon Semiconductor AG 2024 Long-Term Incentive Plan, and any grants made through or held by the Halcyon Employee Stock Ownership Trust (the "ESOT")), including any exercise effected through a "net exercise" or "cashless exercise" arrangement; provided, however, that any ordinary shares or ADSs received by the undersigned upon such exercise or settlement shall be and remain subject to the restrictions of this Agreement for the remainder of the Lock-Up Period. For the avoidance of doubt, this exception does not permit the sale or other disposition of any ordinary shares or ADSs received upon such exercise or settlement during the Lock-Up Period, except as otherwise permitted by this Section 3.

(e) Establishment of 10b5-1 Plans.

The undersigned may establish a trading plan that is designed to comply with Rule 10b5-1 under the Exchange Act (a "10b5-1 Plan"); provided, however, that (i) no sales, transfers, or other dispositions of any Lock-Up Securities are effected under such 10b5-1 Plan during the Lock-Up Period, and (ii) no public filing, report, or announcement regarding the establishment of such 10b5-1 Plan is required to be made, or is voluntarily made, by or on behalf of the undersigned or the Company during the Lock-Up Period. For the avoidance of doubt, the entry into a 10b5-1 Plan that provides for the first trade thereunder to occur after the expiration of the Lock-Up Period shall be permitted under this Section 3(e), subject to the conditions set forth herein.

(f) Tax Obligations.

The undersigned may transfer Lock-Up Securities to the Company or any of its subsidiaries in connection with the vesting, settlement, or exercise of equity awards (including restricted stock units, stock options, and performance share units) solely to satisfy applicable tax withholding obligations arising in connection with such vesting, settlement, or exercise, including any mandatory withholding required under the tax laws of the Federal Republic of Germany or any other applicable jurisdiction; provided, however, that (i) such transfers are not voluntary dispositions for the personal account or benefit of the undersigned (other than the satisfaction of tax withholding obligations), (ii) the Lock-Up Securities so transferred are retired, cancelled, or returned to the treasury of the Company, and (iii) no public announcement of any such transfer is voluntarily made during the Lock-Up Period.

(g) Conditions Applicable to All Permitted Exceptions.

With respect to each transfer described in Sections 3(a), 3(b), and 3(c) above:

(i) the transferee, donee, or recipient must, as a condition to such transfer, execute and deliver to the Representative a lock-up agreement in substantially the form of this Agreement (or in a form otherwise reasonably acceptable to the Representative), agreeing to be bound by the restrictions set forth herein for the remainder of the Lock-Up Period; and

(ii) no filing under the Exchange Act (including any filing on Form 3, Form 4, or Form 5, or any Schedule 13D or Schedule 13G, or any amendment to any of the foregoing) reporting a reduction in beneficial ownership of Lock-Up Securities shall be required to be made, or shall be voluntarily made, during the Lock-Up Period in connection with such transfer, except that (A) any filing required to be made under applicable German law (including any filing required under the WpHG or MAR) shall be permitted, provided such filing includes a notation that the transfer was made pursuant to the exceptions set forth in this Agreement, and (B) any filing on Form 6-K by the Company that is required by applicable German law shall be permitted.

The undersigned further agrees that, if any filing under the Exchange Act is required to be made during the Lock-Up Period in connection with any permitted transfer described in this Section 3, such filing shall clearly indicate in the footnotes thereto that the transaction was effected in accordance with the exceptions to this lock-up Agreement and that the Lock-Up Securities remain subject to this Agreement.

Section 4. Representations and Warranties of the Undersigned

The undersigned hereby represents and warrants to the Representative and to each of the Underwriters as follows:

(a) Power and Authority. The undersigned has full right, power, and authority to execute and deliver this Agreement and to perform the undersigned's obligations hereunder. If the undersigned is executing this Agreement on behalf of an entity or in a fiduciary or representative capacity, the undersigned has all necessary authority to bind such entity and to execute and deliver this Agreement on behalf of such entity.

(b) Necessary Authorizations. If the undersigned is a corporation, partnership, limited liability company, trust, or other entity, the undersigned has obtained all necessary corporate, partnership, limited liability company, trust, or other entity authorizations, approvals, and consents required for the valid execution, delivery, and performance of this Agreement.

(c) Valid and Binding Obligation. This Agreement has been duly authorized, executed, and delivered by the undersigned (or on behalf of the undersigned) and constitutes a valid, legal, and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (whether considered in a proceeding at law or in equity).

(d) No Conflicts. The execution, delivery, and performance of this Agreement by the undersigned does not, and will not, conflict with, result in a breach or violation of, or constitute a default under, any agreement, contract, indenture, mortgage, deed of trust, loan agreement, lease, license, order, judgment, decree, rule, regulation, or any other instrument or obligation to which the undersigned is a party or by which the undersigned or any of the undersigned's properties or assets is bound, or any applicable statute, rule, or regulation of any court, governmental authority, or other body having jurisdiction over the undersigned.

(e) Identification of Lock-Up Securities. The undersigned has identified on Schedule B attached hereto all Lock-Up Securities beneficially owned (as determined in accordance with Rule 13d-3 under the Exchange Act) by the undersigned as of the date of this Agreement, including all ordinary shares (Stammaktien), ADSs, stock options, warrants, restricted stock units, performance share units, and all other rights to acquire ordinary shares or ADSs, and interests held through the Halcyon Employee Stock Ownership Trust. The undersigned represents and warrants that Schedule B is complete and accurate as of the date hereof.

Section 5. Stop Transfer Instructions

The undersigned hereby agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar in the United States (Crestfield Transfer Services Inc., in its capacity as transfer agent and registrar for the ADSs) and with any applicable share registrar or Zentralverwahrer in Germany (including Ashgrove Enterprises Banking AG) responsible for maintaining the share register of the Company with respect to ordinary shares, against the transfer of any Lock-Up Securities held by the undersigned, except in compliance with this Agreement.

The undersigned further acknowledges and agrees that the Company and the Depositary (Meridian Trust Company, N.A.) are each hereby authorized to decline to make any transfer of Lock-Up Securities, or to issue any new ADSs or ordinary shares, if such transfer or issuance would constitute a violation or breach of this Agreement. The Company shall give appropriate stop transfer instructions to its transfer agents, share registrars, and the Depositary to implement and enforce the restrictions set forth in this Agreement. The undersigned acknowledges that any attempted transfer in violation of this Agreement shall be void and of no effect.

Section 6. Waiver and Consent

The restrictions set forth in this Agreement may be waived or released, in whole or in part, with respect to any or all of the Lock-Up Securities subject hereto, at any time and from time to time, by the Representative, in its sole and absolute discretion, and without the consent of the undersigned.

Any waiver or release granted by the Representative to any officer or director of the Company who is a party to a lock-up agreement in the form of this Agreement (or substantially similar form) shall, if the Representative determines in its sole discretion that such treatment is appropriate, be granted to all such officers and directors on a pro rata basis with respect to the same percentage of their respective Lock-Up Securities. The Representative shall not be obligated to grant any such pro rata release, and the foregoing sentence shall not create any rights in favor of the undersigned to receive a waiver or release on a pro rata or any other basis.

The Representative shall provide the Company with written notice of any impending release or waiver of the restrictions contained herein at least three (3) business days before the effective date of such release or waiver, in order to enable the Company to make any public disclosure or announcement that the Company determines is required or advisable in connection therewith; provided, however, that the Representative may, in its sole discretion, waive or shorten such three (3) business day notice period.

Section 7. Termination

This Agreement shall automatically terminate and be of no further force or effect, and the undersigned shall be released from all obligations hereunder, upon the earliest to occur of the following:

(a) the Company notifies the Representative in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Offering;

(b) the Underwriting Agreement (other than the provisions thereof that by their terms survive termination) is terminated or expires in accordance with its terms prior to the closing of the Offering (the "Closing Date," currently targeted for on or about July 6, 2026), including, without limitation, if the Underwriting Agreement is terminated because any of the conditions to closing set forth therein are not satisfied or waived; or

(c) the Registration Statement on Form F-1 relating to the Offering has not been declared effective by the SEC on or before September 30, 2026 (the "Outside Date").

Upon the termination of this Agreement pursuant to this Section 7, all Lock-Up Securities shall be automatically released from the restrictions set forth herein, the stop transfer instructions described in Section 5 shall be deemed withdrawn and of no further effect, and neither the undersigned nor the Representative shall have any further rights, obligations, or liabilities hereunder (except for any rights, obligations, or liabilities that, by their terms, survive such termination).

Section 8. No Additional Compensation

The undersigned acknowledges and agrees that no consideration has been or will be paid by the Representative, any other Underwriter, or any of their respective affiliates to the undersigned in connection with the execution and delivery of this Agreement or the performance of the undersigned's obligations hereunder. The undersigned acknowledges that the undersigned's sole consideration for entering into this Agreement consists of the undersigned's indirect interest in the successful completion of the Offering and the benefit to the Company arising therefrom, including, without limitation, the receipt by the Company of the net proceeds of the Offering, the establishment of a public market for the Company's ADSs in the United States, and the enhancement of the Company's public profile and access to the U.S. capital markets.

Section 9. Successors and Assigns

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

The undersigned acknowledges and agrees that this Agreement is entered into for the benefit of, and may be enforced by, the Representative and each of the Underwriters named in the Underwriting Agreement, including Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC, and their respective successors and assigns, each of which shall be a third-party beneficiary of this Agreement. The undersigned may not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the Representative.

Section 10. Governing Law; Jurisdiction; Waiver of Jury Trial

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

Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the federal courts of the United States of America located in the Borough of Manhattan, City and State of New York, and the courts of the State of New York located in the Borough of Manhattan, City and State of New York (collectively, the "Specified Courts"), for the purposes of any suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and irrevocably and unconditionally waives any objection to the laying of venue in any Specified Court, and irrevocably and unconditionally waives and agrees not to plead or claim that any such suit, action, or proceeding brought in any Specified Court has been brought in an inconvenient forum. Each party hereby irrevocably consents to service of process in the manner provided for notices in Section 14 of this Agreement. Nothing in this Section 10 shall affect the right of any party to serve legal process in any other manner permitted by applicable law.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11. Counterparts and Electronic Signatures

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile transmission, portable document format (.pdf), Brightwater Software, or other electronic transmission (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or similar applicable law) shall be effective as delivery of a manually executed original counterpart.

Section 12. Severability

If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. The remaining provisions of this Agreement shall continue in full force and effect, and the parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of such invalid, illegal, or unenforceable provision.

Section 13. Entire Agreement; Amendment

This Agreement constitutes the entire agreement between the undersigned and the Representative with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and understandings (whether oral or written) relating to such subject matter. No amendment, modification, supplement, or waiver of any provision of this Agreement, and no consent to any departure by the undersigned therefrom, shall be effective unless in writing and signed by both the Representative and the undersigned, and then such amendment, modification, supplement, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which it was given.

Section 14. Notices

All notices, requests, demands, consents, and other communications hereunder shall be in writing and shall be deemed to have been duly given when (a) delivered by hand, (b) sent by nationally recognized overnight courier service (with confirmation of delivery), (c) sent by registered or certified mail, return receipt requested, postage prepaid, or (d) sent by email (with confirmation of receipt by the recipient), in each case to the applicable party at the following address (or at such other address as such party may designate in writing from time to time):

If to the Representative:

Westbridge Securities LLC 383 Madison Avenue New York, NY 10179

Attention: Jonathan Hartwell, Managing Director, Global Equity Capital Markets

Email: [●]

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

Varen & Kessler LLP 51 West 52nd Street New York, NY 10019

Attention: Martin Ashford, Partner

Email: [●]

If to the undersigned:

At the address set forth below the undersigned's signature on the signature page hereof.

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, Partner, Capital Markets

Email: [●]

[Signature Page Follows]

Very truly yours,

________________________________________

[Name of Officer/Director]

Title: ________

Address for Notices:

________________________________________

Email: ________

Date of Execution: ________

ACKNOWLEDGED AND AGREED:

WESTBRIDGE SECURITIES LLC, as Representative of the several Underwriters

By: ________

Name: Jonathan Hartwell

Title: Managing Director

Date: ________

SCHEDULE A

Officers and Directors Subject to Lock-Up

The following officers and directors of Halcyon Semiconductor Aktiengesellschaft are required to execute the Form of Lock-Up Agreement — Officers and Directors in connection with the proposed initial public offering of American Depositary Shares:

Note: Separate lock-up agreements in substantially similar form will be executed by each of the selling shareholders (Rheintal Industrieholding GmbH and Kestrel Capital Partners AG) and by the Company itself, in each case as required by the Underwriting Agreement. The form of lock-up agreement for the selling shareholders and the Company may contain certain additional or modified provisions reflecting the different circumstances applicable to such parties. Copies of such forms will be filed as exhibits to the Registration Statement on Form F-1.

SCHEDULE B

Lock-Up Securities of the Undersigned

The undersigned hereby identifies the following Lock-Up Securities beneficially owned (as determined in accordance with Rule 13d-3 under the Exchange Act) by the undersigned as of the date of execution of this Agreement:

Certification: The undersigned hereby certifies that the information set forth in this Schedule B is complete and accurate as of the date of execution of this Agreement, and that there are no Lock-Up Securities beneficially owned by the undersigned that have been omitted from this Schedule B. The undersigned agrees to promptly notify the Representative if any of the information set forth in this Schedule B becomes inaccurate in any material respect prior to the expiration of the Lock-Up Period.

________________________________________

[Name of Officer/Director]

Date: ________

EXHIBIT A

Form of Lock-Up Agreement for Permitted Transferees

Any permitted transferee receiving Lock-Up Securities pursuant to Section 3(a), Section 3(b), or Section 3(c) of this Agreement must, as a condition to such transfer, execute and deliver to the Representative a lock-up agreement in substantially the form of this Form of Lock-Up Agreement — Officers and Directors, modified only as necessary to reflect the identity of the transferee and the reduced number of Lock-Up Securities held by such transferee. The lock-up period applicable to such transferee shall cover the remainder of the Lock-Up Period (as defined in Section 1 of this Agreement), measured from the Pricing Date.

A copy of this Form of Lock-Up Agreement — Officers and Directors is attached hereto for use by any such permitted transferee. The undersigned shall be responsible for ensuring that each transferee timely executes and delivers the required lock-up agreement to the Representative prior to or contemporaneously with the effectiveness of any permitted transfer.

Any failure by a transferee to execute and deliver such lock-up agreement shall render the purported transfer void and of no effect, and the Lock-Up Securities that were the subject of such purported transfer shall continue to be subject to the restrictions set forth in this Agreement as if no such transfer had been attempted.

[Attach copy of Form of Lock-Up Agreement — Officers and Directors for use by permitted transferees]

Name	Title	Organization
Dr. Friedrich Wendt	Chief Executive Officer (Vorstandsvorsitzender)	Halcyon Semiconductor AG
Katarina Dalmqvist	Chief Financial Officer (Finanzvorstand)	Halcyon Semiconductor AG
Dr. Marcus Helder	Chief Technology Officer	Halcyon Semiconductor AG
Ingrid Baumann	Chief Operating Officer	Halcyon Semiconductor AG
Wilhelm Ostermann	General Counsel (Chefjustitiar)	Halcyon Semiconductor AG
Prof. Dr. Anneliese Voss	Supervisory Board Chair (Aufsichtsratsvorsitzende)	Halcyon Semiconductor AG
[Additional members of the Aufsichtsrat, if applicable]	[Title]	Halcyon Semiconductor AG
Type of Security	Number of Securities	Manner Held (Direct / Indirect / Beneficial)	Notes
Ordinary shares (Stammaktien)	[●]	[●]	[●]
ADSs (each representing 2 ordinary shares)	[●]	[●]	[●]
Stock options / Warrants	[●]	[●]	[Grant date / Exercise price / Expiration date]
Restricted stock units	[●]	[●]	[Vesting schedule]
Performance share units	[●]	[●]	[Performance period / Vesting conditions]
Interests through ESOT	[●]	[●]	[Description of beneficial interest in Halcyon Employee Stock Ownership Trust]
Other	[●]	[●]	[●]

FORM OF LOCK-UP AGREEMENT — OFFICERS AND DIRECTORS
Halcyon Semiconductor Aktiengesellschaft Initial Public Offering of American Depositary Shares
[Form to be executed by each officer and director listed on Schedule A hereto]
[●], 2026
Westbridge Securities LLC 383 Madison Avenue New York, NY 10179
Attention: Jonathan Hartwell
Managing Director, Global Equity Capital Markets
Re: Proposed Initial Public Offering of American Depositary Shares of Halcyon Semiconductor Aktiengesellschaft
Dear Mr. Hartwell:
The undersigned understands that Westbridge Securities LLC (the "Representative") proposes to enter into an Underwriting Agreement (the "Underwriting Agreement") on behalf of itself and the several underwriters named therein (collectively, the "Underwriters") with Halcyon Semiconductor Aktiengesellschaft, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, registered in Munich, Bavaria (Commercial Register HRB 217458, Amtsgericht München), with its registered office and principal executive offices located at Maximilianstraße 72, 80539 Munich, Germany (the "Company"), and with Rheintal Industrieholding GmbH and Kestrel Capital Partners AG, each acting as a selling shareholder, providing for the initial public offering (the "Offering") of American Depositary Shares ("ADSs"), each representing two (2) ordinary shares (Stammaktien), no par value (Stückaktien), of the Company. The ADSs are to be issued by Meridian Trust Company, N.A., as depositary (the "Depositary"), pursuant to a Deposit Agreement (the "Deposit Agreement") to be entered into among the Company, the Depositary, and holders and beneficial owners of ADSs from time to time.
The undersigned further understands that the ADSs will be offered and sold pursuant to a Registration Statement on Form F-1 (together with any amendments or supplements thereto, the "Registration Statement") to be filed with the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"). The ADSs are expected to be listed on the Nasdaq Global Select Market under the proposed ticker symbol "HCYN." The Company's ordinary shares are currently listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) under the symbol FRA: HCY and are admitted to the Prime Standard segment of the Regulated Market (Regulierter Markt) of the Frankfurt Stock Exchange.
The undersigned understands that Westbridge Securities LLC is acting as representative of the several Underwriters in connection with the Offering. Pinnacle Morgan & Co., Inc. and Andover Barcliffe Group Inc. are acting as joint bookrunners, and Northpointe Capital LLC is acting as co-manager for the Offering. The Underwriting Agreement will be entered into among the Company, the selling shareholders named therein, and the several Underwriters, with the Representative acting on behalf of the Underwriters.
The undersigned is an officer and/or director (member of the Vorstand or Aufsichtsrat) of the Company. The undersigned acknowledges that the undersigned will benefit, directly and indirectly, from the successful completion of the Offering, including through the increased public profile of the Company, enhanced liquidity for the Company's securities, and the receipt by the Company of the net proceeds of the Offering to be used for the Company's corporate purposes.
The undersigned understands that the Underwriters are prepared to proceed with the Offering in reliance upon, among other things, the agreements, representations, and warranties set forth in this letter agreement (this "Agreement"). The undersigned further acknowledges and agrees that the undersigned's execution and delivery of this Agreement is a material inducement to and a precondition of the Underwriters' willingness to proceed with the Offering, and that the Underwriters would not proceed with the Offering absent the execution and delivery of this Agreement by the undersigned and the other officers and directors of the Company.
In consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Representative as follows:
Section 1. Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"ADSs" means the American Depositary Shares of the Company, each representing two (2) ordinary shares (Stammaktien), no par value (Stückaktien), of the Company, to be issued by Meridian Trust Company, N.A., as Depositary, pursuant to the Deposit Agreement.
"Company" means Halcyon Semiconductor Aktiengesellschaft, an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, registered in Munich, Bavaria (Commercial Register HRB 217458, Amtsgericht München).
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"Hedging Transaction" has the meaning set forth in Section 2(b) of this Agreement.
"Lock-Up Period" means the period beginning on the date of the final prospectus relating to the Offering (the "Pricing Date") and ending at the close of business (5:00 p.m., New York City time) on the date that is one hundred eighty (180) days after the Pricing Date. For illustrative purposes only, assuming a Pricing Date of July 1, 2026, the Lock-Up Period would expire at the close of business on December 28, 2026. Notwithstanding the foregoing, if (i) during the last seventeen (17) days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16)-day period beginning on the last day of the Lock-Up Period, the Lock-Up Period shall not be extended beyond the initial 180-day period unless such extension is otherwise required by applicable rules or regulations of the Financial Industry Regulatory Authority, Inc. ("FINRA").
"Lock-Up Securities" means, collectively, (i) ordinary shares (Stammaktien) of the Company, whether or not represented by ADSs, (ii) ADSs, (iii) any securities convertible into, or exercisable or exchangeable for, ordinary shares of the Company or ADSs, (iv) options (including employee stock options granted under the Company's equity incentive plans), warrants, or other rights to acquire ordinary shares of the Company or ADSs, (v) restricted stock units, performance share units, phantom shares, or similar equity-based awards with respect to ordinary shares of the Company or ADSs, and (vi) any other securities of the Company, in each case that are owned, directly or indirectly, beneficially or of record, by the undersigned as of the date of this Agreement or that are hereafter acquired by the undersigned during the Lock-Up Period, including, without limitation, any securities acquired through the exercise, conversion, exchange, or settlement of any of the foregoing.
"Representative" means Westbridge Securities LLC, acting in its capacity as representative of the several Underwriters in connection with the Offering.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
"Transfer" has the meaning set forth in Section 2(a) of this Agreement.
"Underwriting Agreement" means the underwriting agreement to be entered into among the Company, Rheintal Industrieholding GmbH and Kestrel Capital Partners AG (as selling shareholders), and the several Underwriters named therein, with the Representative acting on behalf of the Underwriters, in connection with the Offering.
Section 2. Lock-Up Restrictions
(a) Prohibition on Transfer.
During the Lock-Up Period, the undersigned shall not, and shall not cause or direct any other person or entity to, directly or indirectly, without the prior written consent of the Representative:
(i) offer, sell, contract to sell, or otherwise dispose of any Lock-Up Securities;
(ii) sell any option or contract to purchase any Lock-Up Securities;
(iii) purchase any option or contract to sell any Lock-Up Securities;
(iv) grant any option, right, or warrant to purchase any Lock-Up Securities;
(v) lend or otherwise transfer or dispose of, directly or indirectly, any Lock-Up Securities;
(vi) make any demand for, or exercise any right with respect to, the registration under the Securities Act of any Lock-Up Securities or any security convertible into or exercisable or exchangeable for Lock-Up Securities;
(vii) enter into any swap, hedge, or other arrangement that transfers to another person or entity, in whole or in part, any of the economic consequences of ownership of any Lock-Up Securities, whether any such transaction described in this clause (vii) is to be settled by delivery of ordinary shares, ADSs, other securities, in cash, or otherwise; or
(viii) publicly disclose the intention to do any of the foregoing.
The foregoing restrictions shall apply whether any transaction described above is to be settled by delivery of ordinary shares, ADSs, or other securities of the Company, in cash, or otherwise, and whether such transaction is effected on any securities exchange or in the over-the-counter market, through negotiated transactions, or otherwise.
As used in this Agreement, "Transfer" means any sale, transfer, assignment, pledge, hypothecation, encumbrance, disposal, loan, gift, or other conveyance of any Lock-Up Securities, or any interest therein, whether voluntary or involuntary, by operation of law or otherwise, including, without limitation, any transfer by way of execution, attachment, levy, garnishment, bankruptcy, insolvency, or similar proceeding.
(b) Prohibition on Hedging Transactions.
During the Lock-Up Period, the undersigned shall not, and shall not cause or direct any other person or entity to, directly or indirectly, enter into any hedging or other transaction or arrangement (each, a "Hedging Transaction"), including, without limitation:
(i) any short sale of any Lock-Up Securities (whether or not against the box) or any short position in any Lock-Up Securities;
(ii) any purchase, sale, or grant of any right (including, without limitation, any put option, call option, forward contract, swap agreement, contract for differences, or any similar derivative instrument or transaction) with respect to any Lock-Up Securities or with respect to any security (including any exchange-traded fund or index) that includes, relates to, or derives any significant part of its value from Lock-Up Securities;
(iii) any transaction (including any total return swap, equity swap, variance swap, or volatility swap) designed or intended, or which may reasonably be expected, to result in the disposition (whether by actual delivery, cash settlement, or otherwise) of any Lock-Up Securities by the undersigned or by any other person or entity, whether or not for value; or
(iv) any public announcement of any intention to engage in, or any entry into any agreement, arrangement, or understanding with respect to, any of the transactions described in clauses (i) through (iii) above.
For the avoidance of doubt, the prohibitions set forth in this Section 2(b) apply regardless of whether any Hedging Transaction is to be settled in ordinary shares, ADSs, other securities, cash, or by any other method of settlement.
(c) Prohibition on Pledging.
During the Lock-Up Period, the undersigned shall not, and shall not cause or direct any other person or entity to, directly or indirectly, pledge, hypothecate, or grant a security interest in any Lock-Up Securities, or permit any Lock-Up Securities to become subject to any lien, charge, or encumbrance, except with the prior written consent of the Representative.
Section 3. Permitted Exceptions
Notwithstanding the restrictions set forth in Section 2, the undersigned may, without the prior written consent of the Representative, effect the following transactions, provided that the applicable conditions set forth below and in Section 3(g) are satisfied:
(a) Transfers as Gifts or for Estate Planning.
The undersigned may make (i) one or more bona fide gifts of Lock-Up Securities, provided that the donee or transferee executes and delivers to the Representative a lock-up agreement in substantially the form of this Agreement, covering the Lock-Up Securities so transferred, for the remainder of the Lock-Up Period, or (ii) transfers of Lock-Up Securities to any member of the undersigned's immediate family or to any trust for the direct or indirect benefit of the undersigned or the undersigned's immediate family members, provided that each such transferee executes and delivers to the Representative a lock-up agreement in substantially the form of this Agreement for the remainder of the Lock-Up Period.
As used in this Agreement, "immediate family member" means the undersigned's spouse, domestic partner, parent, child (including any stepchild or adopted child), sibling (including any stepsibling), grandchild (including any step-grandchild or adopted grandchild), father-in-law, mother-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law.
(b) Transfers by Will or Intestacy.
The undersigned's Lock-Up Securities may be transferred upon the death of the undersigned by will, other testamentary document, or intestate succession, provided that the transferee or recipient agrees in writing to be bound by the terms and conditions of this Agreement for the remainder of the Lock-Up Period.
(c) Transfers to Affiliates.
The undersigned may transfer Lock-Up Securities to any corporation, partnership, limited liability company, or other entity that is directly or indirectly controlled by, or is under common control with, the undersigned, provided that (i) the transferee executes and delivers to the Representative a lock-up agreement in substantially the form of this Agreement for the remainder of the Lock-Up Period, and (ii) no filing under the Exchange Act is required to be made, or is voluntarily made, in connection with any such transfer (other than a filing on Form 6-K by the Company or any filing required to be made under applicable German law, including, without limitation, any notification required under the German Securities Trading Act (Wertpapierhandelsgesetz, "WpHG") or Regulation (EU) No. 596/2014 (the Market Abuse Regulation, "MAR")).
(d) Transactions Under Company Plans.
(i) The undersigned may effect transactions relating to ordinary shares or ADSs acquired by the undersigned in the open market after the Pricing Date; provided, however, that no filing under the Exchange Act (including any filing on Form 3, Form 4, or Form 5, or any amendment thereto) reporting a reduction in beneficial ownership of Lock-Up Securities is required to be made, or is voluntarily made, in connection with any such transaction during the Lock-Up Period, and that no public announcement of any such transaction is voluntarily made during the Lock-Up Period.
(ii) The undersigned may exercise stock options or settle restricted stock units, performance share units, or other equity-based awards granted under the Company's existing equity incentive plans (including, without limitation, the Halcyon Semiconductor AG 2021 Employee Stock Incentive Plan, the Halcyon Semiconductor AG 2024 Long-Term Incentive Plan, and any grants made through or held by the Halcyon Employee Stock Ownership Trust (the "ESOT")), including any exercise effected through a "net exercise" or "cashless exercise" arrangement; provided, however, that any ordinary shares or ADSs received by the undersigned upon such exercise or settlement shall be and remain subject to the restrictions of this Agreement for the remainder of the Lock-Up Period. For the avoidance of doubt, this exception does not permit the sale or other disposition of any ordinary shares or ADSs received upon such exercise or settlement during the Lock-Up Period, except as otherwise permitted by this Section 3.
(e) Establishment of 10b5-1 Plans.
The undersigned may establish a trading plan that is designed to comply with Rule 10b5-1 under the Exchange Act (a "10b5-1 Plan"); provided, however, that (i) no sales, transfers, or other dispositions of any Lock-Up Securities are effected under such 10b5-1 Plan during the Lock-Up Period, and (ii) no public filing, report, or announcement regarding the establishment of such 10b5-1 Plan is required to be made, or is voluntarily made, by or on behalf of the undersigned or the Company during the Lock-Up Period. For the avoidance of doubt, the entry into a 10b5-1 Plan that provides for the first trade thereunder to occur after the expiration of the Lock-Up Period shall be permitted under this Section 3(e), subject to the conditions set forth herein.
(f) Tax Obligations.
The undersigned may transfer Lock-Up Securities to the Company or any of its subsidiaries in connection with the vesting, settlement, or exercise of equity awards (including restricted stock units, stock options, and performance share units) solely to satisfy applicable tax withholding obligations arising in connection with such vesting, settlement, or exercise, including any mandatory withholding required under the tax laws of the Federal Republic of Germany or any other applicable jurisdiction; provided, however, that (i) such transfers are not voluntary dispositions for the personal account or benefit of the undersigned (other than the satisfaction of tax withholding obligations), (ii) the Lock-Up Securities so transferred are retired, cancelled, or returned to the treasury of the Company, and (iii) no public announcement of any such transfer is voluntarily made during the Lock-Up Period.
(g) Conditions Applicable to All Permitted Exceptions.
With respect to each transfer described in Sections 3(a), 3(b), and 3(c) above:
(i) the transferee, donee, or recipient must, as a condition to such transfer, execute and deliver to the Representative a lock-up agreement in substantially the form of this Agreement (or in a form otherwise reasonably acceptable to the Representative), agreeing to be bound by the restrictions set forth herein for the remainder of the Lock-Up Period; and
(ii) no filing under the Exchange Act (including any filing on Form 3, Form 4, or Form 5, or any Schedule 13D or Schedule 13G, or any amendment to any of the foregoing) reporting a reduction in beneficial ownership of Lock-Up Securities shall be required to be made, or shall be voluntarily made, during the Lock-Up Period in connection with such transfer, except that (A) any filing required to be made under applicable German law (including any filing required under the WpHG or MAR) shall be permitted, provided such filing includes a notation that the transfer was made pursuant to the exceptions set forth in this Agreement, and (B) any filing on Form 6-K by the Company that is required by applicable German law shall be permitted.
The undersigned further agrees that, if any filing under the Exchange Act is required to be made during the Lock-Up Period in connection with any permitted transfer described in this Section 3, such filing shall clearly indicate in the footnotes thereto that the transaction was effected in accordance with the exceptions to this lock-up Agreement and that the Lock-Up Securities remain subject to this Agreement.
Section 4. Representations and Warranties of the Undersigned
The undersigned hereby represents and warrants to the Representative and to each of the Underwriters as follows:
(a) Power and Authority. The undersigned has full right, power, and authority to execute and deliver this Agreement and to perform the undersigned's obligations hereunder. If the undersigned is executing this Agreement on behalf of an entity or in a fiduciary or representative capacity, the undersigned has all necessary authority to bind such entity and to execute and deliver this Agreement on behalf of such entity.
(b) Necessary Authorizations. If the undersigned is a corporation, partnership, limited liability company, trust, or other entity, the undersigned has obtained all necessary corporate, partnership, limited liability company, trust, or other entity authorizations, approvals, and consents required for the valid execution, delivery, and performance of this Agreement.
(c) Valid and Binding Obligation. This Agreement has been duly authorized, executed, and delivered by the undersigned (or on behalf of the undersigned) and constitutes a valid, legal, and binding obligation of the undersigned, enforceable against the undersigned in accordance with its terms, except as enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or similar laws affecting the enforcement of creditors' rights generally and (ii) general principles of equity (whether considered in a proceeding at law or in equity).
(d) No Conflicts. The execution, delivery, and performance of this Agreement by the undersigned does not, and will not, conflict with, result in a breach or violation of, or constitute a default under, any agreement, contract, indenture, mortgage, deed of trust, loan agreement, lease, license, order, judgment, decree, rule, regulation, or any other instrument or obligation to which the undersigned is a party or by which the undersigned or any of the undersigned's properties or assets is bound, or any applicable statute, rule, or regulation of any court, governmental authority, or other body having jurisdiction over the undersigned.
(e) Identification of Lock-Up Securities. The undersigned has identified on Schedule B attached hereto all Lock-Up Securities beneficially owned (as determined in accordance with Rule 13d-3 under the Exchange Act) by the undersigned as of the date of this Agreement, including all ordinary shares (Stammaktien), ADSs, stock options, warrants, restricted stock units, performance share units, and all other rights to acquire ordinary shares or ADSs, and interests held through the Halcyon Employee Stock Ownership Trust. The undersigned represents and warrants that Schedule B is complete and accurate as of the date hereof.
Section 5. Stop Transfer Instructions
The undersigned hereby agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar in the United States (Crestfield Transfer Services Inc., in its capacity as transfer agent and registrar for the ADSs) and with any applicable share registrar or Zentralverwahrer in Germany (including Ashgrove Enterprises Banking AG) responsible for maintaining the share register of the Company with respect to ordinary shares, against the transfer of any Lock-Up Securities held by the undersigned, except in compliance with this Agreement.
The undersigned further acknowledges and agrees that the Company and the Depositary (Meridian Trust Company, N.A.) are each hereby authorized to decline to make any transfer of Lock-Up Securities, or to issue any new ADSs or ordinary shares, if such transfer or issuance would constitute a violation or breach of this Agreement. The Company shall give appropriate stop transfer instructions to its transfer agents, share registrars, and the Depositary to implement and enforce the restrictions set forth in this Agreement. The undersigned acknowledges that any attempted transfer in violation of this Agreement shall be void and of no effect.
Section 6. Waiver and Consent
The restrictions set forth in this Agreement may be waived or released, in whole or in part, with respect to any or all of the Lock-Up Securities subject hereto, at any time and from time to time, by the Representative, in its sole and absolute discretion, and without the consent of the undersigned.
Any waiver or release granted by the Representative to any officer or director of the Company who is a party to a lock-up agreement in the form of this Agreement (or substantially similar form) shall, if the Representative determines in its sole discretion that such treatment is appropriate, be granted to all such officers and directors on a pro rata basis with respect to the same percentage of their respective Lock-Up Securities. The Representative shall not be obligated to grant any such pro rata release, and the foregoing sentence shall not create any rights in favor of the undersigned to receive a waiver or release on a pro rata or any other basis.
The Representative shall provide the Company with written notice of any impending release or waiver of the restrictions contained herein at least three (3) business days before the effective date of such release or waiver, in order to enable the Company to make any public disclosure or announcement that the Company determines is required or advisable in connection therewith; provided, however, that the Representative may, in its sole discretion, waive or shorten such three (3) business day notice period.
Section 7. Termination
This Agreement shall automatically terminate and be of no further force or effect, and the undersigned shall be released from all obligations hereunder, upon the earliest to occur of the following:
(a) the Company notifies the Representative in writing, prior to the execution of the Underwriting Agreement, that it has determined not to proceed with the Offering;
(b) the Underwriting Agreement (other than the provisions thereof that by their terms survive termination) is terminated or expires in accordance with its terms prior to the closing of the Offering (the "Closing Date," currently targeted for on or about July 6, 2026), including, without limitation, if the Underwriting Agreement is terminated because any of the conditions to closing set forth therein are not satisfied or waived; or
(c) the Registration Statement on Form F-1 relating to the Offering has not been declared effective by the SEC on or before September 30, 2026 (the "Outside Date").
Upon the termination of this Agreement pursuant to this Section 7, all Lock-Up Securities shall be automatically released from the restrictions set forth herein, the stop transfer instructions described in Section 5 shall be deemed withdrawn and of no further effect, and neither the undersigned nor the Representative shall have any further rights, obligations, or liabilities hereunder (except for any rights, obligations, or liabilities that, by their terms, survive such termination).
Section 8. No Additional Compensation
The undersigned acknowledges and agrees that no consideration has been or will be paid by the Representative, any other Underwriter, or any of their respective affiliates to the undersigned in connection with the execution and delivery of this Agreement or the performance of the undersigned's obligations hereunder. The undersigned acknowledges that the undersigned's sole consideration for entering into this Agreement consists of the undersigned's indirect interest in the successful completion of the Offering and the benefit to the Company arising therefrom, including, without limitation, the receipt by the Company of the net proceeds of the Offering, the establishment of a public market for the Company's ADSs in the United States, and the enhancement of the Company's public profile and access to the U.S. capital markets.
Section 9. Successors and Assigns
This Agreement and all of the terms and provisions hereof shall be binding upon, and shall inure to the benefit of, the undersigned, the Representative, and the several Underwriters named in the Underwriting Agreement, and their respective successors, legal representatives, heirs, executors, administrators, assigns, and personal representatives.
The undersigned acknowledges and agrees that this Agreement is entered into for the benefit of, and may be enforced by, the Representative and each of the Underwriters named in the Underwriting Agreement, including Pinnacle Morgan & Co., Inc., Andover Barcliffe Group Inc., and Northpointe Capital LLC, and their respective successors and assigns, each of which shall be a third-party beneficiary of this Agreement. The undersigned may not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the Representative.
Section 10. Governing Law; Jurisdiction; Waiver of Jury Trial
This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York applicable to agreements made and to be performed entirely within such State, without giving effect to any choice or conflict of laws provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the federal courts of the United States of America located in the Borough of Manhattan, City and State of New York, and the courts of the State of New York located in the Borough of Manhattan, City and State of New York (collectively, the "Specified Courts"), for the purposes of any suit, action, or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and irrevocably and unconditionally waives any objection to the laying of venue in any Specified Court, and irrevocably and unconditionally waives and agrees not to plead or claim that any such suit, action, or proceeding brought in any Specified Court has been brought in an inconvenient forum. Each party hereby irrevocably consents to service of process in the manner provided for notices in Section 14 of this Agreement. Nothing in this Section 10 shall affect the right of any party to serve legal process in any other manner permitted by applicable law.
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 11. Counterparts and Electronic Signatures
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile transmission, portable document format (.pdf), Brightwater Software, or other electronic transmission (including any electronic signature complying with the U.S. federal ESIGN Act of 2000, the Uniform Electronic Transactions Act, or similar applicable law) shall be effective as delivery of a manually executed original counterpart.
Section 12. Severability
If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. The remaining provisions of this Agreement shall continue in full force and effect, and the parties shall negotiate in good faith to replace the invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of such invalid, illegal, or unenforceable provision.
Section 13. Entire Agreement; Amendment
This Agreement constitutes the entire agreement between the undersigned and the Representative with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, contracts, and understandings (whether oral or written) relating to such subject matter. No amendment, modification, supplement, or waiver of any provision of this Agreement, and no consent to any departure by the undersigned therefrom, shall be effective unless in writing and signed by both the Representative and the undersigned, and then such amendment, modification, supplement, waiver, or consent shall be effective only in the specific instance and for the specific purpose for which it was given.
Section 14. Notices
All notices, requests, demands, consents, and other communications hereunder shall be in writing and shall be deemed to have been duly given when (a) delivered by hand, (b) sent by nationally recognized overnight courier service (with confirmation of delivery), (c) sent by registered or certified mail, return receipt requested, postage prepaid, or (d) sent by email (with confirmation of receipt by the recipient), in each case to the applicable party at the following address (or at such other address as such party may designate in writing from time to time):
If to the Representative:
Westbridge Securities LLC 383 Madison Avenue New York, NY 10179
Attention: Jonathan Hartwell, Managing Director, Global Equity Capital Markets
Email: [●]
with a copy (which shall not constitute notice) to:
Varen & Kessler LLP 51 West 52nd Street New York, NY 10019
Attention: Martin Ashford, Partner
Email: [●]
If to the undersigned:
At the address set forth below the undersigned's signature on the signature page hereof.
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, Partner, Capital Markets
Email: [●]
[Signature Page Follows]
Very truly yours,
________________________________________
[Name of Officer/Director]
Title: ________
Address for Notices:
________________________________________
________________________________________
________________________________________
Email: ________
Date of Execution: ________
ACKNOWLEDGED AND AGREED:
WESTBRIDGE SECURITIES LLC, as Representative of the several Underwriters
By: ________
Name: Jonathan Hartwell
Title: Managing Director
Date: ________
SCHEDULE A
Officers and Directors Subject to Lock-Up
The following officers and directors of Halcyon Semiconductor Aktiengesellschaft are required to execute the Form of Lock-Up Agreement — Officers and Directors in connection with the proposed initial public offering of American Depositary Shares:
Note: Separate lock-up agreements in substantially similar form will be executed by each of the selling shareholders (Rheintal Industrieholding GmbH and Kestrel Capital Partners AG) and by the Company itself, in each case as required by the Underwriting Agreement. The form of lock-up agreement for the selling shareholders and the Company may contain certain additional or modified provisions reflecting the different circumstances applicable to such parties. Copies of such forms will be filed as exhibits to the Registration Statement on Form F-1.
SCHEDULE B
Lock-Up Securities of the Undersigned
The undersigned hereby identifies the following Lock-Up Securities beneficially owned (as determined in accordance with Rule 13d-3 under the Exchange Act) by the undersigned as of the date of execution of this Agreement:
Certification: The undersigned hereby certifies that the information set forth in this Schedule B is complete and accurate as of the date of execution of this Agreement, and that there are no Lock-Up Securities beneficially owned by the undersigned that have been omitted from this Schedule B. The undersigned agrees to promptly notify the Representative if any of the information set forth in this Schedule B becomes inaccurate in any material respect prior to the expiration of the Lock-Up Period.
________________________________________
[Name of Officer/Director]
Date: ________
EXHIBIT A
Form of Lock-Up Agreement for Permitted Transferees
Any permitted transferee receiving Lock-Up Securities pursuant to Section 3(a), Section 3(b), or Section 3(c) of this Agreement must, as a condition to such transfer, execute and deliver to the Representative a lock-up agreement in substantially the form of this Form of Lock-Up Agreement — Officers and Directors, modified only as necessary to reflect the identity of the transferee and the reduced number of Lock-Up Securities held by such transferee. The lock-up period applicable to such transferee shall cover the remainder of the Lock-Up Period (as defined in Section 1 of this Agreement), measured from the Pricing Date.
A copy of this Form of Lock-Up Agreement — Officers and Directors is attached hereto for use by any such permitted transferee. The undersigned shall be responsible for ensuring that each transferee timely executes and delivers the required lock-up agreement to the Representative prior to or contemporaneously with the effectiveness of any permitted transfer.
Any failure by a transferee to execute and deliver such lock-up agreement shall render the purported transfer void and of no effect, and the Lock-Up Securities that were the subject of such purported transfer shall continue to be subject to the restrictions set forth in this Agreement as if no such transfer had been attempted.
[Attach copy of Form of Lock-Up Agreement — Officers and Directors for use by permitted transferees]
Name | Title | Organization
Dr. Friedrich Wendt | Chief Executive Officer (Vorstandsvorsitzender) | Halcyon Semiconductor AG
Katarina Dalmqvist | Chief Financial Officer (Finanzvorstand) | Halcyon Semiconductor AG
Dr. Marcus Helder | Chief Technology Officer | Halcyon Semiconductor AG
Ingrid Baumann | Chief Operating Officer | Halcyon Semiconductor AG
Wilhelm Ostermann | General Counsel (Chefjustitiar) | Halcyon Semiconductor AG
Prof. Dr. Anneliese Voss | Supervisory Board Chair (Aufsichtsratsvorsitzende) | Halcyon Semiconductor AG
[Additional members of the Aufsichtsrat, if applicable] | [Title] | Halcyon Semiconductor AG
Type of Security | Number of Securities | Manner Held (Direct / Indirect / Beneficial) | Notes
Ordinary shares (Stammaktien) | [●] | [●] | [●]
ADSs (each representing 2 ordinary shares) | [●] | [●] | [●]
Stock options / Warrants | [●] | [●] | [Grant date / Exercise price / Expiration date]
Restricted stock units | [●] | [●] | [Vesting schedule]
Performance share units | [●] | [●] | [Performance period / Vesting conditions]
Interests through ESOT | [●] | [●] | [Description of beneficial interest in Halcyon Employee Stock Ownership Trust]
Other | [●] | [●] | [●]

FORM OF LOCK-UP AGREEMENT — OFFICERS AND DIRECTORS

ACKNOWLEDGED AND AGREED:

SCHEDULE A

SCHEDULE B

EXHIBIT A

Record

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