Contract analysis

I. Executive Summary The purpose of this memorandum is to set forth the proposed Calderwood & Harkness LLP ("C&H") engagement team, individual hourly billing rates, estimated total legal fees, and a phase-by-phase budget allocation for the representation of Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company") in connection with the Company's planned initial public offering in the United States throug

II. Proposed Engagement Team A. Core Team Members The following table sets forth the proposed core engagement team, including each team member's role on the engagement, practice group affiliation, 2026 standard hourly rate, and a summary of relevant experience and responsibilities. B. Anticipated Additional Support In addition to the core team members identified above, the engagement may require contributions from ad

III. Billing Rate Summary The following table summarizes the 2026 standard hourly rates for all named members of the engagement team: These rates are the firm's standard 2026 hourly rates as applied to the Capital Markets and Tax practice groups, respectively. The rates were communicated to the client in the engagement letter dated January 12, 2026, and accepted without negotiation. Billing Mechanics. All professiona

IV. Estimated Total Fees Overall Fee Estimate The estimated total C&H legal fees for the Halcyon Semiconductor AG US ADR IPO engagement are in the range of $3,200,000 to $3,800,000, billed on an hourly basis. This estimate reflects a transaction of significant complexity across multiple dimensions: • Structure: A Level III ADR IPO for a German Aktiengesellschaft listing on the Nasdaq Global Select Market, requiring d

V. Phase-by-Phase Budget Allocation The following sections present the estimated hours and fees for each phase of the engagement, together with a detailed description of the key activities to be performed during each phase. These phase-level estimates represent an internal planning tool with built-in contingency and are intended to facilitate resource planning, progress monitoring, and variance analysis. Phase 1: Eng

1. Engagement Administration. Finalization and execution of the engagement letter (completed January 12, 2026); completion of all conflicts clearance procedures; new matter opening and assignment of matter number 1032-00003; completion of Know Your Customer ("KYC") and Anti-Money Laundering ("AML") procedures as required by the firm's compliance policies.

2. Organizational Meeting Preparation. Preparation of a comprehensive agenda for the organizational meeting scheduled for January 22, 2026. The organizational meeting will be an all-hands meeting attended by representatives of Halcyon management, including Dr. Friedrich Wendt (CEO), Katarina Dalmqvist (CFO), and Wilhelm Ostermann (General Counsel); all underwriters in the syndicate, led by Jonathan Hartwell of Westbr

3. Working Group Materials. Preparation and circulation of a comprehensive working group list identifying all parties, addresses, telephone numbers, and email contacts for the full transaction team. Preparation of a master timeline and responsibility chart, assigning specific drafting and review responsibilities to each member of the working group for each deliverable.

4. Due Diligence Commencement. Preparation and circulation of a comprehensive due diligence request list covering all material areas, including corporate and organizational documents, material contracts, intellectual property, litigation and regulatory matters, environmental and manufacturing compliance, employee benefits and compensation, related-party transactions, insurance, tax, sanctions and export controls, and

5. Initial Structuring Analysis. Preparation of initial structuring memoranda addressing: (a) Halcyon's qualification and maintenance of Foreign Private Issuer ("FPI") status under Rule 3b-4 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (b) the requirements for a Level III ADR program, including the obligation to register the ADSs under both the Securities Act and the Exchange Act; and (c)

6. Coordination with German Counsel. Initial coordination with Bähr Stein Rechtsanwälte (Dr. Christoph Maurelban and Johanna Weiß) regarding the Company's corporate structure, its registration in the commercial register (HRB 217458, Amtsgericht München), the authorized capital (genehmigtes Kapital) available for the issuance of new shares in connection with the primary offering, and the exclusion of pre-emptive right

7. Tax Work Commencement. Leonard Cross will commence the PFIC analysis, including the collection of financial data for Halcyon's fiscal years 2023, 2024, and 2025, and the application of the asset test and income test under IRC Sections 1291–1298. Preliminary analysis will also commence on the U.S./German income tax treaty, particularly Article 10 (dividends) and the applicable withholding tax rates. Estimated Hours

1. Due Diligence Completion. Completion of all due diligence memoranda covering the following subject areas: corporate and organizational matters; material contracts (including supply agreements, customer contracts, and joint venture arrangements); intellectual property (patent portfolio, trade secrets, and licensing); litigation and regulatory proceedings; environmental and manufacturing compliance; employee benefit

2. Form F-1 Drafting. Preparation of the first complete draft of the Form F-1 registration statement, with a target circulation date of March 9, 2026. The registration statement will include a comprehensive prospectus containing, among other things: (a) a cover page and prospectus summary setting forth the key terms of the Offering, including the anticipated ADS price range of $39.00–$45.00 per ADS; (b) risk factors

3. All-Parties Drafting Session. An all-parties drafting session is scheduled for March 23–24, 2026, during which the full working group will review the first draft of the registration statement in detail, identify required revisions, and resolve open drafting issues. This session will require significant preparation time by the associates and partner review time both before and after the session.

4. Transaction Documents. Preparation of the following draft transaction documents: (a) the underwriting agreement, governed by New York law, setting forth the terms and conditions of the underwriters' purchase and sale of the ADSs; (b) the pricing agreement, to be executed at pricing and to specify the final ADS price, number of ADSs to be sold, and underwriters' discount; (c) lock-up agreements in two forms — the o

5. Depositary Documentation. Preparation of the draft deposit agreement, to be governed by Delaware law, between Halcyon, Meridian Trust (as depositary), and the holders and beneficial owners of ADSs, together with the Form F-6 registration statement. The deposit agreement will address the terms and conditions of the issuance of ADSs, the deposit and withdrawal of ordinary shares, dividend and distribution mechanics,

6. Nasdaq Listing Materials. Preparation of the draft Nasdaq Global Select Market listing application, together with the corporate governance exemption notice required under Rule 5615(a)(3) for foreign private issuers that rely on home-country corporate governance practices in lieu of certain Nasdaq listing standards.

7. Tax Work. Leonard Cross will finalize the PFIC memorandum and the U.S./German tax treaty memorandum during this phase, and will prepare the initial draft of the taxation section of the prospectus. The PFIC analysis is expected to confirm that Halcyon satisfies the active business exception and is not classified as a PFIC for U.S. federal income tax purposes.

8. Compliance Memoranda. Preparation of internal memoranda addressing: (a) Nasdaq listing standards applicable to foreign private issuers, including quantitative and qualitative requirements; (b) a Sarbanes-Oxley Act compliance roadmap for the Company, addressing Sections 302, 404, and 906 certification requirements and the transition periods available to foreign private issuers and emerging growth companies; and (c)

9. Auditor Coordination. Coordination with Blackmere & Whitfield regarding comfort letter requirements under SAS 72 (Statements on Auditing Standards No. 72) and ISAE 3000 (International Standard on Assurance Engagements 3000), including the scope and format of the comfort letter, the financial information to be covered, and the agreed-upon procedures to be performed.

10. Selling Shareholder Questionnaires. Circulation of selling shareholder questionnaires to Rheintal Industrieholding GmbH and Kestrel Capital Partners AG, and review and analysis of the responses for purposes of the selling shareholder section of the prospectus and the selling shareholder representations in the underwriting agreement. Estimated Hours and Fees: Phase 2 Subtotal: approximately $1,207,000–$1,497,000 P

1. Confidential SEC Submission. Finalization and confidential submission of the draft registration statement (Form F-1) to the SEC, targeted for April 14, 2026. The submission will be made on a confidential basis pursuant to the provisions of the Jumpstart Our Business Startups Act (the "JOBS Act"), which permits emerging growth companies and foreign private issuers to submit draft registration statements for non-pub

2. EDGAR Filing Coordination. Coordination of all EDGAR filing logistics, including: submission of the CIK (Central Index Key) application for Halcyon (CIK number to be assigned upon filing); engagement and coordination with the filing agent for purposes of EDGAR conversion, formatting, and submission; XBRL (eXtensible Business Reporting Language) tagging of the financial statements; and conversion and filing of all

3. SEC Review and Comment Response. The SEC Division of Corporation Finance is expected to issue its first comment letter approximately four weeks after the confidential submission, or approximately May 12, 2026. Upon receipt of the comment letter, the engagement team will prepare a comprehensive response, including a detailed comment response letter and an amended registration statement (Amendment No. 1), with a tar

4. Public Filing and Potential Second Review. Following the filing of Amendment No. 1 and clearance of initial comments, the registration statement is expected to be filed publicly on or about June 8, 2026. If the SEC staff issues a second round of comments following the public filing, additional amendments may be required. While a second round is not guaranteed, the budget at the high end of the range contemplates t

5. Acceleration Request. Preparation and filing of the acceleration request letter, requesting that the SEC declare the registration statement effective on or about June 22, 2026. The acceleration request will include the customary representations regarding the distribution of the preliminary prospectus and compliance with SEC staff guidance.

6. Transaction Document Revisions. Ongoing revision and negotiation of all transaction documents, including the underwriting agreement, deposit agreement, and lock-up agreements, to reflect comments from the underwriters, underwriters' counsel, the depositary, and the SEC staff.

7. Tax Deliverables. Leonard Cross will finalize the tax opinion for filing as an exhibit to the registration statement, complete the Qualified Intermediary analysis for Meridian Trust Company, N.A., and prepare the treaty benefit certification procedures memorandum for use by the Company and its transfer agent in administering the reduced withholding rate under the U.S./German income tax treaty.

8. Corporate Governance Materials. Preparation of the code of conduct, audit committee charter, and whistleblower policy for adoption by Halcyon's board of directors (Aufsichtsrat/Vorstand or equivalent governance structure) prior to the effectiveness of the registration statement, as required by Nasdaq listing standards and the Sarbanes-Oxley Act.

9. Comfort Letter Coordination. Preparation of a draft comfort letter request to be submitted to Blackmere & Whitfield (Graham Templeton, New York; Dieter Kaufmann, Munich), specifying the scope and format of the comfort letter, the financial data to be covered, the change period, and the agreed-upon procedures.

10. Negative Assurance Framework. Preparation of the framework for the C&H negative assurance / 10b-5 letter to be delivered at closing, including the scope of the due diligence investigation, the standard of review, and the customary qualifications and limitations. Estimated Hours and Fees: Phase 3 Subtotal: approximately $989,250–$1,259,000 The Phase 3 estimate reflects the iterative nature of the SEC review proces

1. Roadshow Support. Support for the preparation and launch of the roadshow, commencing on or about June 23, 2026. This includes coordination with Bridgeport Investor Relations LLC (Thomas Harding), which has been retained as the Company's U.S. investor relations advisor at a fee of $35,000 per month beginning upon the public filing of the registration statement. C&H's role during the roadshow will include review of

2. Pricing. Finalization of the pricing agreement / terms agreement at pricing, targeted for July 1, 2026, reflecting the final ADS price within the $39.00–$45.00 range, the final number of ADSs sold, the underwriters' discount, and any other pricing-related terms. Execution of the underwriting agreement.

3. Closing Deliverables. Preparation and delivery of all closing deliverables in connection with the closing and settlement of the Offering, targeted for July 6, 2026 (T+2 after pricing). The closing deliverables for which C&H is responsible include: (a) C&H opinion letter regarding the validity of the ADSs and the due authorization and issuance of the underlying ordinary shares; (b) C&H negative assurance / 10b-5 le

4. Closing Administration. Management of the closing checklist and preparation of the closing memorandum, including the compilation and distribution of the closing binder to all parties.

5. Overallotment Option. Post-closing support for the exercise of the greenshoe / overallotment option, which provides the underwriters with a 30-day window (expiring July 31, 2026) to purchase up to 3,210,000 additional ADSs at the IPO price, less the underwriting discount. If the overallotment option is exercised, C&H will prepare the supplemental pricing agreement, coordinate with the depositary for the issuance o

6. Post-Closing Advisory. Initial advisory services regarding the Company's Exchange Act reporting obligations as a foreign private issuer, including the annual report on Form 20-F (filing deadline: four months after fiscal year end) and current reports on Form 6-K, as well as ongoing compliance with Nasdaq listing standards and the Sarbanes-Oxley Act.

7. D&O Insurance Program. Coordination with Clearwater D&O Insurance Brokers (Emma Callister) regarding the confirmation and binding of the Company's directors' and officers' liability insurance program in advance of effectiveness. The total D&O program consists of $75,000,000 in aggregate limits, structured as follows: The total annual premium for the D&O program is $2,800,000. C&H's role is limited to reviewing the

VI. Coordination with Other Advisors The successful execution of this engagement will require extensive coordination with a number of other professional advisors and service providers. The following is a summary of the key advisors with whom C&H will interface and the nature of the anticipated coordination, together with a brief assessment of the impact on C&H hours. Varen & Kessler LLP (Martin Ashford, Partner; Priy

VII. Key Assumptions and Risks to Budget Assumptions Underlying the Fee Estimate The fee estimate of $3,200,000–$3,800,000 is premised on the following key assumptions:

1. SEC Review. A single confidential submission of the draft registration statement to the SEC, followed by one round of comments from the Division of Corporation Finance, after which the registration statement will be amended and filed publicly. Effectiveness will be achieved after one amendment (or, at most, a minimal second amendment addressing residual comments).

2. Due Diligence. No material adverse findings in due diligence that would require restructuring of the Offering, significant additional disclosure, or engagement of additional specialist counsel beyond the core team.

3. Client Cooperation. Timely cooperation from Halcyon management, German counsel (Bähr Stein), and the Company's auditors (Blackmere & Whitfield) in the delivery of due diligence materials, responses to information requests, and the preparation of German law analysis and financial data required for the registration statement.

4. Document Negotiation. Standard negotiation of the underwriting agreement and deposit agreement without protracted disputes on indemnification, contribution, conditions precedent, or other material terms. The lock-up agreements and selling shareholder documentation are expected to be negotiated and finalized without significant difficulty.

5. No Extraordinary Events. No litigation, regulatory investigation, material adverse event, or other extraordinary circumstance affecting Halcyon during the registration period that would require expanded disclosure, additional analysis, or restructuring of the Offering.

6. FPI Status. Halcyon qualifies as a Foreign Private Issuer under Rule 3b-4 of the Exchange Act and will maintain such status through the closing of the Offering and the initial post-IPO reporting period.

7. PFIC Status. The PFIC analysis confirms that Halcyon is not classified as a passive foreign investment company for U.S. federal income tax purposes, based on the preliminary indication that the active business exception under IRC Section 1297(b)(2) is satisfied for fiscal years 2023, 2024, and 2025.

8. Regulation S / Flowback. No material Regulation S or flowback issues arise that would require restructuring of the secondary component of the Offering or the imposition of additional transfer restrictions on the ADSs sold by the selling shareholders. Risks That Could Increase Fees Above the High End The following factors represent risks that, if they materialize, could cause actual fees to exceed the high end of t

VIII. Retainer and Billing Procedures The following procedures will govern billing and collections for this engagement: Retainer. A retainer of $250,000 was received from Halcyon Semiconductor Aktiengesellschaft upon execution of the engagement letter on January 12, 2026. The retainer is currently held in the Calderwood & Harkness LLP client trust account and will be applied against the final invoice or invoices subm

IX. Recommendation and Approval Based on the foregoing analysis, I recommend the proposed staffing plan and budget estimate for formal adoption as the internal planning framework for the Halcyon Semiconductor AG US ADR IPO engagement (Matter No. 1032-00003). The proposed team has been carefully selected to provide the depth and breadth of expertise required for a cross-border IPO of this magnitude, and the budget est