Contract analysis

I. Executive Summary The purpose of this memorandum is to summarize the preliminary legal due diligence findings of Calderwood & Harkness LLP ("C&H") with respect to Vectris Photonics, Inc. ("Vectris" or the "Company") in connection with the proposed acquisition of Vectris by Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG") for an aggregate equity consideration of Eight Hundred Million Dollars ($800,000

II. Scope and Methodology Scope of Review. Our legal due diligence review has encompassed materials provided by Vectris and its counsel, WPL, through the Thackeray Solutions virtual data room (the "Data Room") established for purposes of the Transaction. The lead partner at WPL overseeing Vectris's sell-side process is Catherine Whitfield. We have also reviewed publicly available materials, including SEC filings, UCC

III. Corporate Organization and Good Standing A. Organizational Structure Vectris Photonics, Inc. is a Delaware C-corporation, incorporated under the Delaware General Corporation Law (the "DGCL"), and registered with the Delaware Secretary of State under File No. 5918437. The Company's registered agent in Delaware is Capitol Corporate Services, LLC, located at 800 N. King Street, Suite 400, Wilmington, Delaware 19801

IV. Material Contracts We have conducted a review of the material commercial contracts made available in the Data Room. Our findings are summarized below by contract category. A. Customer Agreements Revenue Concentration. Vectris derives a significant majority of its revenue from three of the top five U.S. hyperscale cloud operators (collectively, the "Key Customers"). Based on the financial information provided, the

1. Headquarters — San Jose, California. Vectris leases approximately 85,000 square feet of office and laboratory space at 4750 Ridgepoint Drive, Suite 300, San Jose, California 95134. The lease term extends through December 31, 2028, with one five-year renewal option exercisable by the tenant. Current annual base rent is approximately $4.8 million. The lease includes a provision requiring the landlord's prior written

2. Austin, Texas. Vectris leases approximately 22,000 square feet of office space for its Austin-based engineering team. The lease term extends through 2026 with no change-of-control consent requirement.

3. Portland, Oregon. Vectris leases approximately 15,000 square feet of office space for its Portland-based engineering team. The lease term extends through 2027 with no change-of-control consent requirement. We recommend that the Merger Agreement include representations regarding the Company's leased properties and that landlord consent for the San Jose headquarters lease be obtained as a matter of prudent practice,

V. Intellectual Property — Preliminary Findings This section provides a high-level overview of the preliminary intellectual property findings from our review. A detailed analysis of Vectris's patent portfolio, trade secrets, trademarks, copyrights, and license agreements will be provided in a separate IP Due Diligence Memorandum being prepared by Tiffany Rosenthal, anticipated to be dated July 21, 2023. Patent Portfo

VI. Litigation and Proceedings A. Pending Litigation Our review of the litigation files in the Data Room, supplemented by public court records searches, has identified two pending litigation matters involving Vectris. Each is described below.

1. Employment Dispute — Wrongful Termination Claim. A former senior engineer of Vectris filed a complaint in Santa Clara County Superior Court in February 2023, alleging wrongful termination in violation of public policy. The plaintiff contends that his employment was terminated in retaliation for raising safety concerns related to testing protocols in the Company's San Jose laboratory. Vectris denies the allegations

2. Commercial Dispute — Breach of Contract (Former Distributor). A former distributor of Vectris products, whose distribution agreement was terminated by the Company in 2022, has filed a breach-of-contract action in the United States District Court for the Northern District of California. The former distributor alleges that Vectris wrongfully terminated the distribution agreement and seeks approximately $2.3 million

VII. Employee and Labor Matters A. Workforce Overview As of the most recent headcount data provided, Vectris employs approximately 1,450 individuals. The Company's workforce is primarily concentrated at its headquarters in San Jose, California, with additional engineering staff located at its offices in Austin, Texas and Portland, Oregon. The workforce is composed primarily of engineers (approximately 65%), with the

VIII. Regulatory and Compliance Matters A. Antitrust / Competition A detailed antitrust risk assessment has been prepared separately by Howard Bellamy of C&H in a memorandum dated July 10, 2023 (the "Antitrust Memo"). The findings summarized below are drawn from the Antitrust Memo and from our review of the competitive landscape as it relates to the Transaction. Market Share Overlap. The Transaction presents signific

IX. Tax Matters — Preliminary As noted above, detailed tax due diligence is being conducted by Thornbury Wight LLP under the direction of engagement partner Gavin Ashmore. The findings set forth in this section are preliminary and are subject to the more comprehensive analysis to be provided by Thornbury Wight. Tax Filings. Vectris files U.S. federal income tax returns and state income tax returns in California, Texa

X. Insurance Coverage We have reviewed Vectris's insurance program, which includes the following principal policies: • General Liability Insurance. Standard commercial general liability policy with coverage limits consistent with industry norms. • Directors' and Officers' (D&O) Insurance. Current D&O policy with an aggregate coverage limit of $25 million. The policy is in force and provides coverage for claims arisin

XI. Summary of Key Risk Areas and Recommendations Based on our preliminary due diligence review, we have identified the following key risk areas, presented in descending order of assessed significance, together with our recommendations for each: A. Antitrust Approval Risk — HIGH The combined U.S. market share of Halcyon and Vectris in the silicon photonics transceiver module market is approximately 47%, and the combi