Contract analysis

I. Purpose and Recommendation The purpose of this letter is to formally recommend that Halcyon Semiconductor AG ("HSAG") and Halcyon Semiconductor Americas Inc. ("HSA" and, together with HSAG, "Halcyon" or the "Company") authorize the execution of the proposed Final Judgment and Consent Decree (the "Consent Decree" or the "Decree") negotiated with the Office of the Attorney General of the State of Oregon (the "AG" or

II. Procedural Background To provide context for our recommendation, we briefly summarize the key procedural history of this matter below. The Acquisition. HSAG, through its wholly owned U.S. subsidiary HSA, acquired 100% of the outstanding shares of Meridian Photonics Inc., a Delaware corporation headquartered in Beaverton, Oregon, for $2.15 billion in an all-cash transaction. The transaction closed on January 31, 2

III. Summary of Proposed Consent Decree Terms Set forth below is a detailed summary of the principal terms of the proposed Consent Decree as reflected in the October 20, 2023 term sheet. A redline draft of the proposed Final Judgment and Consent Decree, reflecting the agreed-upon term sheet language, is enclosed with this letter for your review. A. No Divestiture The proposed Consent Decree does not require divestitu

IV. Assessment of Litigation Risk While we believe that Halcyon has a defensible position on the merits, our recommendation to execute the Consent Decree is informed by a frank assessment of the litigation risks that Halcyon would face if this matter were to proceed to trial. We summarize those risks below. A. Merits Exposure As noted above, Judge Castañeda's July 7, 2023 order denying Halcyon's Motion to Dismiss con

V. Why the Proposed Terms Are Favorable Drawing on our assessment of the litigation risk, the specific terms negotiated, and the strategic context of the Meridian acquisition, we believe the proposed Consent Decree is a favorable outcome for Halcyon for the following reasons: No Divestiture. The avoidance of any divestiture requirement is the most important aspect of this settlement. Divestiture was a realistic possi

VI. Requested Authorization Based on the foregoing analysis, we respectfully request that Priya Nagarajan and Katrin Schreiber, on behalf of Halcyon Semiconductor Americas Inc. and Halcyon Semiconductor AG, respectively, confirm authorization for Calderwood & Harkness LLP, together with Grantham Davis & Kowalski LLP, to take the following actions:

1. Finalize the text of the proposed Consent Decree with the Office of the Attorney General of the State of Oregon and its outside counsel, Ashworth & Pendleton LLP, based on the October 20, 2023 term sheet, and substantially in the form of the redline draft enclosed with this letter;

2. Execute the Consent Decree on behalf of Halcyon Semiconductor Americas Inc., with C&H partner Elaine Forsythe and GDK partner Thomas Kowalski signing as counsel of record for HSA; and

3. Submit the executed Consent Decree to the Circuit Court of the State of Oregon for the County of Multnomah, Case No. 23CV-18274, for entry as a Final Judgment by the Honorable Robert Castañeda, together with such stipulations, motions, or proposed orders as may be required by the court's local rules and procedures. In addition, we request that Dr. Tobias Wendt, Chief Executive Officer of Halcyon Semiconductor AG,

VII. Next Steps Upon Authorization Upon receipt of authorization from Halcyon, we will proceed as follows: • Finalization of execution drafts. C&H and GDK will finalize the text of the Consent Decree and circulate execution drafts to the AG's office and Ashworth & Pendleton LLP for final review and approval. We anticipate that finalization of the text will require no more than one to two business days, as the October