Contract analysis

1. Background and Recitals This Amendment No. 1 (this "Amendment") amends and supplements the Engagement Letter dated June 12, 2023 (the "Original Engagement Letter") between Calderwood & Harkness LLP ("C&H" or the "Firm") and Halcyon Semiconductor Aktiengesellschaft ("HSAG" or the "Client"). Pursuant to the Original Engagement Letter, C&H was engaged to represent HSAG in connection with the voluntary joint filing wi

2. Expanded Scope of Engagement The scope of C&H's engagement is hereby expanded to include the additional workstreams described in Sections 2.1 through 2.4 below. 2.1 intellectual Property Diligence C&H will conduct a comprehensive review and analysis of VPI's intellectual property portfolio, with particular emphasis on the aspects of VPI's IP that are likely to be material to the CFIUS review process and any result

3. Additional Engagement Team Members 3.1 New Team Members The following attorneys are hereby added to the C&H engagement team for this matter: (a) Omar Siddiqui, Lead Associate, intellectual Property Practice Group, based in C&H's Washington, DC office located at 1750 K Street NW, Suite 800, Washington, DC 20006. Mr. Siddiqui will serve as the lead attorney for the intellectual property diligence workstream describe

4. Fee Arrangements 4.1 Hourly Rates for New Team Members The hourly rates applicable to the new team members added under this Amendment are as follows: These rates are consistent with the rate structure set forth in Section 5 of the Original Engagement Letter, which provides for the following standard billing rates for this engagement: partners at $1,450 per hour; of counsel at $1,250 per hour; senior counsel at $1,

5. Relationship to Other Counsel The Client has informed C&H that Wethersfield & Gale LLP (Harrison Whitfield, lead partner) serves as counsel to VPI and the Sellers in connection with the Transaction. C&H will coordinate with Wethersfield & Gale LLP as necessary on joint filing materials and shared diligence requests submitted to CFIUS, particularly with respect to VPI's intellectual property portfolio information,

6. Confidentiality and Privilege All work product, communications, memoranda, analyses, and advice generated by C&H under this Amendment are subject to the confidentiality and attorney-client privilege provisions set forth in Section 9 of the Original Engagement Letter, which are incorporated herein by reference. The Client and the Firm reaffirm their mutual obligations under those provisions. The parties acknowledge

7. Continuing Effect of Original Engagement Letter All terms and conditions of the Original Engagement Letter dated June 12, 2023, including without limitation the provisions relating to the scope of the CFIUS engagement (Section 2), conflicts of interest (Section 3), fee arrangements (Section 5), disbursements (Section 6), termination (Section 7), limitation of liability (Section 8), confidentiality and privilege (S

8. Effective Date This Amendment No. 1 shall be effective as of June 20, 2023, and shall remain in effect for the duration of the engagement as described in the Original Engagement Letter, as supplemented by this Amendment, unless earlier terminated in accordance with Section 7 of the Original Engagement Letter. We would be grateful if you would confirm your agreement to the terms of this Amendment by signing and ret