Contract analysis

1. ENGAGEMENT AND SCOPE OF REPRESENTATION Halcyon Semiconductor Aktiengesellschaft ("Halcyon," "HSAG," or the "Company"), a German Aktiengesellschaft incorporated under the laws of the Federal Republic of Germany and registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Munich, Bavaria, Federal Republic of Germany, under Commercial Register Number HRB 217458, has engaged Calder

2. DETAILED SCOPE OF SERVICES Our representation of the Company in connection with the Offering will encompass the following matters, subject to adjustments as the Offering progresses. We will consult with you regarding any material changes to the scope of services and will provide advance notice before undertaking significant work outside the scope described below. 2.1 SEC Registration and Compliance We will advise

3. EXCLUSIONS FROM SCOPE For the avoidance of doubt, this engagement does not include, and the Firm will not be providing, the following services in connection with the Offering: (a) Advice on matters of German law, including German corporate law, German securities law, German regulatory approvals, and German tax law. All German law advice will be provided by Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB, a

4. ENGAGEMENT TEAM The following Calderwood & Harkness LLP professionals have been assigned to this matter and will constitute the core engagement team: Vivienne St. Claire will serve as the partner responsible for the overall direction and supervision of the engagement. She will be the primary senior contact for strategic and substantive legal matters and will have ultimate responsibility for the quality and timelin

5. CLIENT IDENTIFICATION The Firm's client in this engagement is Halcyon Semiconductor Aktiengesellschaft. The Firm does not represent, and this engagement letter does not create an attorney-client relationship with, any of the following: (a) Any shareholder of the Company, including Rheintal Industrieholding Gesellschaft mit beschränkter Haftung and Kestrel Capital Partners Aktiengesellschaft, whether in their capac

6. FEES AND BILLING ARRANGEMENTS 6.1 Hourly Rate Billing Fees for our services will be billed on an hourly basis at the Firm's standard rates in effect at the time services are rendered. The current hourly rates (2026 rates) for the members of the core engagement team are as follows: In the event that other timekeepers, including additional partners, associates, counsel, or paraprofessional staff, are assigned to the

7. CONFLICTS OF INTEREST The Firm has conducted a conflicts check in accordance with its standard procedures and the New York Rules of Professional Conduct. Based on the information currently available to us, the Firm has identified no conflicts of interest that would preclude this engagement. The Company acknowledges that Calderwood & Harkness LLP is a large, full-service law firm with offices in multiple jurisdicti

8. CONFIDENTIALITY The Firm will treat all information received from or on behalf of the Company in connection with this engagement as confidential, in accordance with the applicable New York Rules of Professional Conduct (including Rule 1.6) and the Firm's internal confidentiality and information security policies. Confidential information received from the Company will not be disclosed to any third party without th

9. DOCUMENT RETENTION The Firm will retain all engagement files related to this matter in accordance with its document retention policies, as in effect from time to time. The Firm's current policy provides for the retention of closed matter files for a period of ten (10) years following the conclusion of the engagement, after which time the files may be destroyed without further notice to the Company. "Conclusion of

10. ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT All communications between the Company and the Firm, and all work product prepared by the Firm in connection with this engagement, are intended to be protected by the attorney-client privilege, the attorney work-product doctrine, and any other applicable legal privileges or protections under the laws of the United States, the State of New York, and any other applicable j

11. LIMITATION OF LIABILITY To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Company arising out of or relating to this engagement, whether based in contract, tort (including negligence), strict liability, or any other legal or equitable theory, shall not exceed the total amount of professional fees actually paid by the Company to the Firm for services rendered in connection wi

12. INDEMNIFICATION The Company agrees to indemnify, defend, and hold harmless Calderwood & Harkness LLP, its current and former partners, associates, of counsel, employees, and agents (collectively, the "Indemnified Parties") from and against any and all losses, claims, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and costs of investigation

13. TERMINATION Either the Company or the Firm may terminate this engagement at any time, with or without cause, upon written notice delivered to the other party. The Firm's right to terminate the engagement is subject to the Firm's obligations under the applicable rules of professional conduct, including the obligation to provide reasonable notice and to take reasonable steps to avoid foreseeable prejudice to the Co

14. GOVERNING LAW AND DISPUTE RESOLUTION This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's services hereunder, or the relati

15. MISCELLANEOUS (a) Entire Agreement. This engagement letter, together with the supplemental engagement letter for the tax advisory scope of Leonard Cross dated January 15, 2026 (which is incorporated herein by reference), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, and commun

16. ACCEPTANCE AND EXECUTION If the foregoing terms are acceptable to the Company, please indicate your acceptance by having the authorized representatives of Halcyon Semiconductor Aktiengesellschaft sign and date this letter in the space provided below and return one fully executed copy to the undersigned. Upon execution by both parties, this letter shall constitute a binding agreement between the Company and the Fi

1. Calderwood & Harkness LLP — Standard Terms of Engagement (Supplemental Terms Booklet, January 2026 Edition)

2. Wire Transfer Instructions for Retainer Payment of $250,000 to Calderwood & Harkness LLP Client Trust Account

3. Engagement Letter Supplement — Leonard Cross Tax Advisory Scope (to be dated January 15, 2026; to be forwarded under separate cover upon finalization) cc: Robert Adeyemi, Billing Partner, Calderwood & Harkness LLP Claire Dempsey, Lead Associate, Calderwood & Harkness LLP Leonard Cross, Partner, Tax, Calderwood & Harkness LLP Name | Role | Practice Group Vivienne St. Claire | Responsible Partner | Capital Markets R