Contract analysis

1. Purpose and Scope of Memorandum This memorandum documents the results of a comprehensive conflict of interest check conducted across all Calderwood & Harkness LLP ("C&H" or the "Firm") offices worldwide in connection with the proposed representation of Halcyon Semiconductor Aktiengesellschaft ("HSAG"), a publicly traded German semiconductor company listed on the XETRA electronic trading platform under the ticker s

2. Description of the Proposed Engagement 2.1 Transaction Overview HSAG proposes to acquire one hundred percent (100%) of the outstanding equity of VPI for a purchase price of approximately $1.42 billion on an all-cash, cash-free/debt-free basis, with a normalized net working capital target of $34.6 million (the "Base Purchase Price"). In addition to the Base Purchase Price, the Transaction includes an earnout provis

3. Parties Screened The following is a comprehensive listing of all entities and individuals screened in connection with this conflict check. The parties are organized by category and include all known transaction participants as identified through the engagement intake materials, the executed SPA, financing commitment letters, and preliminary diligence materials. 3.1 Client and Client Affiliates The following entiti

4. Conflict Check Methodology The conflict check documented in this memorandum was conducted in accordance with Calderwood & Harkness LLP's Conflicts of Interest Policy (revised January 2023) and the Firm's Procedures Manual for New Client and New Matter Intake (revised March 2023). The methodology employed is described below. 4.1 Electronic Database Search. The Firm's centralized electronic conflicts database (the "

5. Results of Conflict Check The results of the conflict check, organized by category of party screened, are set forth below. 5.1 Client-Side Entities (HSAG and Affiliates) A search of the Conflicts Database and supplemental practice group inquiries revealed no prior or current representation of Halcyon Semiconductor Aktiengesellschaft, Halcyon US Holdings Inc., or Halcyon US Inc. by any C&H office. These entities do

6. Summary of Results A comprehensive conflict of interest check has been completed across all Calderwood & Harkness LLP offices worldwide, covering all parties identified in connection with Halcyon Semiconductor Aktiengesellschaft's proposed acquisition of Marlowe Asset Management Photonics Inc. The check encompassed the Firm's centralized electronic conflicts database, manual office checks, and supplemental practic

1. Meridian National Bank. Calderwood & Harkness LLP has previously represented borrowers in unrelated syndicated lending transactions in which Meridian National Bank participated as a syndicate lender. Meridian National Bank is not a current client of C&H and is not being represented by C&H in the current Transaction. In the current Transaction, Meridian National Bank is serving as administrative agent and lender to

2. Wethersfield & Gale LLP. Calderwood & Harkness LLP and Wethersfield & Gale LLP (counsel to VPI and the Sellers) have been co-counsel and adverse counsel on various prior matters in the ordinary course of practice. No currently pending matters exist in which C&H and Wethersfield & Gale are adverse. Prior co-counsel and adversary relationships between law firms do not create conflicts of interest under applicable pr

7. Recommendation and Clearance Based on the foregoing analysis, the Conflicts Department of Calderwood & Harkness LLP hereby clears the proposed engagement and recommends that the Firm proceed with the representation of Halcyon Semiconductor Aktiengesellschaft in connection with the proposed acquisition of Marlowe Asset Management Photonics Inc., including all workstreams identified in Section 2.5 of this memorandum

8. Approvals The undersigned hereby confirm the clearance of this engagement and acknowledge the results of the conflict check as set forth in this memorandum. Conflicts Department Clearance: CALDERWOOD & HARKNESS LLP Office of the General Counsel — Conflicts Department By: ________ Name: Victoria R. Castellano Title: Director of Conflicts Date: June 12, 2023 Responsible Partner Acknowledgment: By: ________ Name: Bea