Contract analysis

1. ENGAGEMENT AND SCOPE OF REPRESENTATION 1.1 Identification of the Client The client in this engagement is Halcyon Semiconductor Aktiengesellschaft ("HSAG"), an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, registered with the Amtsgericht Dresden under commercial register number HRB 28416, and listed on the Frankfurt Stock Exchange (XETRA: HLC). Our representation also

2. ENGAGEMENT TEAM 2.1 Responsible Partner Beatrice Holloway, Partner, Mergers & Acquisitions Practice, resident in the Firm's New York office, will serve as the Responsible Partner with overall supervisory responsibility for this engagement. Ms. Holloway will be responsible for ensuring that the engagement is conducted in accordance with the Firm's professional standards and the terms of this letter, and will serve

3. FEES AND BILLING ARRANGEMENTS 3.1 Hourly Rates The Firm's current standard hourly rates applicable to this engagement are set forth in the following table: These rates are effective as of the date of this engagement letter and are subject to the Firm's annual rate adjustments, which typically take effect on January 1 of each calendar year. The Client will be notified in writing in advance of any changes to the app

4. RESPONSIBILITIES OF THE CLIENT 4.1 Information and Cooperation The Client agrees to provide the Firm with timely, complete, and accurate information necessary for the preparation of the CFIUS filing and all related submissions, responses, and correspondence. The Client recognizes that the quality and timeliness of the CFIUS filing, and the Firm's ability to respond effectively to CFIUS inquiries and RFIs, depend i

5. CONFIDENTIALITY 5.1 Attorney-Client Privilege and Work Product All communications between the Firm and the Client in connection with this engagement are intended to be protected by the attorney-client privilege, the work product doctrine, and any other applicable privileges or protections under the laws of the State of New York, federal law, and, to the extent applicable, the laws of the Federal Republic of German

6. CONFLICTS OF INTEREST 6.1 Conflict Check The Firm has conducted a comprehensive conflicts check across all of its offices worldwide in accordance with its standard policies and the applicable Rules of Professional Conduct. The Firm has screened against all known parties to the Transaction, including the following entities and persons: • Marlowe Asset Management Photonics Inc.; • Ridgecrest Ventures Fund III, L.P.;

7. LIMITATION OF ENGAGEMENT 7.1 No Guarantee of Outcome The Client understands and acknowledges that the outcome of the CFIUS review process is not within the Firm's control and cannot be guaranteed. CFIUS may take any of the following actions, among others, with respect to the Transaction: • Clear the Transaction without conditions; • Clear the Transaction subject to mitigation measures, such as a National Security

8. TERM AND TERMINATION 8.1 Commencement. This engagement is effective as of June 12, 2023, the date of execution of this engagement letter by both parties. 8.2 Termination. Either party may terminate this engagement at any time upon written notice to the other party. In the event of termination by either party: (a) The Client will remain responsible for all professional fees and disbursements properly incurred by th

9. 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 giving effect to any choice-of-law or conflict-of-law provision or rule that would cause the application of the laws of any other jurisdiction. Any dispute, claim, or controversy arising out of or relating to this engagement letter, the Firm's representation o

10. ENTIRE AGREEMENT AND AMENDMENTS This engagement letter constitutes the entire agreement between the Firm and the Client with respect to the engagement described herein and supersedes all prior and contemporaneous oral and written communications, negotiations, representations, and understandings between the parties regarding the subject matter hereof. No representations or warranties have been made by either party

11. ACCEPTANCE AND EXECUTION 11.1 Acknowledgment. If the foregoing terms are acceptable to the Client, please signify your acceptance by countersigning the enclosed duplicate copy of this engagement letter in the space provided below and returning the countersigned copy to the undersigned at the Firm's New York office, together with the advance retainer payment of Two Hundred Fifty Thousand Dollars ($250,000) in acco