Contract analysis

1. Engagement and Scope of Representation Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") is pleased to confirm its engagement by Halcyon Semiconductor AG ("Halcyon," "HSAG," or the "Company") and its wholly owned U.S. subsidiary, Halcyon Semiconductor Americas Inc. ("Halcyon Americas," and together with Halcyon, the "Clients"), to serve as lead defense counsel in the matter described below. The Firm wil

2. Engagement Team The Firm has assembled a team of experienced antitrust litigators to handle this matter. The following individuals will serve as the core engagement team: Responsible Partner — Elaine Forsythe. Elaine Forsythe, a Partner in the Firm's Antitrust & Competition Practice Group, will serve as the partner with primary responsibility for the matter. Ms. Forsythe will supervise all aspects of the represent

3. Fee Arrangement and Billing 3.1 Hourly Rates The Firm will bill for its services on an hourly basis at the following standard hourly rates for the members of the engagement team: The rates set forth above reflect the Firm's standard rates currently in effect for the engagement team. Paralegal and legal assistant time will be billed at the Firm's then-current standard rates, which currently range from $350 to $475

4. Retention of Oregon Local Counsel Given that the Action is pending in the Circuit Court of the State of Oregon for the County of Multnomah, and that the Firm's attorneys are not admitted to practice in Oregon, the Firm recommends retaining Oregon-admitted local counsel to assist with the defense. With Halcyon's approval, the Firm will retain Grantham Davis & Kowalski LLP ("GDK") as Oregon local counsel for the Act

5. Expert Witnesses and Consultants Based on the Firm's preliminary assessment of the Action, the defense will require the retention of one or more expert witnesses, including, at a minimum, a qualified expert economist to provide testimony and analysis on issues central to the case. These issues are expected to include, without limitation, the definition of the relevant product and geographic markets, the analysis o

6. Conflict of Interest Disclosure The Firm has conducted a comprehensive conflicts check in accordance with its internal procedures and the applicable rules of professional conduct. Based on the information currently available to the Firm — including the identities of the parties to the Action, the nature of the claims asserted, and the subject matter of the dispute — the Firm is not aware of any conflict of interes

7. Confidentiality and Privilege All communications between the Firm and the Clients in connection with the Action are intended to be, and should be treated as, confidential and protected by the attorney-client privilege and/or the work-product doctrine to the fullest extent permitted by applicable law. This includes, without limitation, oral and written communications, memoranda, analyses, draft documents, strategy

8. Document Preservation and Litigation Hold In connection with the commencement of the Action, the Firm strongly advises the Clients to implement, or to confirm the continuing effectiveness of, a comprehensive litigation hold on all documents, data, and electronically stored information ("ESI") that are potentially relevant to the Action or that may reasonably be expected to be requested in discovery. The obligation

9. Termination Either party may terminate this engagement at any time upon written notice to the other party. In the event that the Clients wish to terminate the engagement, the Clients may do so by providing written notice to the Firm, and the Firm will cooperate in the orderly transition of the matter to successor counsel designated by the Clients. In the event that the Firm seeks to withdraw from the engagement, t

10. Governing Law This engagement letter, and the terms and conditions of the engagement described herein, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the courts of the State of New York, sitting in the Borough of Manhattan, for the resolution of any dispute arising out

11. No Guarantee of Outcome While the Firm will devote its best professional efforts and judgment to the defense of the Action, neither the Firm nor any of its attorneys make any assurance, guarantee, or warranty regarding the outcome of the Action or any aspect thereof. Litigation is inherently uncertain, and the ultimate resolution of the Action will depend on range factors, including the evidence developed during

12. Acceptance We are honored by the confidence that Halcyon and Halcyon Americas have placed in Calderwood & Harkness LLP, and we look forward to providing the highest quality representation in the defense of the Action. If the terms set forth in this engagement letter are acceptable, we respectfully request that you confirm your acceptance by having an authorized representative of each of Halcyon Semiconductor AG a