Contract analysis

I. Purpose and Summary The purpose of this memorandum is to document the results of the firm's conflicts-of-interest search conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("the Firm" or "C&H") to represent Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG") in its proposed acquisition of Vectris Photonics, Inc. ("Vectris") for approximately $800,000,000 in an all-cash rev

II. Engagement Overview The following provides a summary of the engagement parameters relevant to the conflicts analysis. Client: Halcyon Semiconductor Aktiengesellschaft, an Aktiengesellschaft organized under the laws of the Federal Republic of Germany, registered with the Munich commercial register (Handelsregister des Amtsgerichts München) under registration number HRB 178254. Halcyon is publicly traded on the Fra

III. Parties Searched The following parties were identified for inclusion in the conflicts search. The list reflects all parties known at the time of the initial search (May 20, 2023), supplemented by parties added in connection with subsequent supplemental searches as noted. A. Client and Client Affiliates

1. Halcyon Semiconductor Aktiengesellschaft (and all known variants: "Halcyon," "HSAG," "Halcyon Semiconductor AG," "Halcyon Semi"); Frankfurt Stock Exchange ticker: HSAG; Nasdaq ADR ticker: HCYN; ISIN: US40582R1095 (ADR); CUSIP: 92553P108 (ADR); German commercial register: HRB 178254 (Amtsgericht München).

2. Halcyon Acquisition Sub, Inc. — A Delaware corporation, File No. 7634291, formed as a wholly-owned subsidiary of Halcyon for the sole purpose of effectuating the reverse triangular merger contemplated by the Transaction. Merger Sub was incorporated on June 12, 2023, with Markus Ellinger as its sole director. Note: This entity did not exist at the time of the initial conflicts search and was added to the conflicts

3. Dr. Katarina Breuer — Chief Executive Officer (Vorstandsvorsitzende), Halcyon Semiconductor AG.

4. Markus Ellinger — Chief Financial Officer (Finanzvorstand), Halcyon Semiconductor AG; sole director, Halcyon Acquisition Sub, Inc.

5. Dr. Luisa Hartmann — General Counsel (Chefsyndikus), Halcyon Semiconductor AG.

6. Prof. Dr. Friedrich Wendt — Chair of the Supervisory Board (Vorsitzender des Aufsichtsrats), Halcyon Semiconductor AG. B. Target and Target Affiliates

1. Vectris Photonics, Inc. — A Delaware C-corporation, File No. 5918437, headquartered at 4750 Ridgepoint Drive, Suite 300, San Jose, California 95134. Vectris is a privately held developer and manufacturer of photonic integrated circuits and silicon photonics modules for high-speed data transmission applications.

2. Dr. Anand Raghavan — Founder, Chief Executive Officer, and Chair of the Board of Directors, Vectris Photonics, Inc. Dr. Raghavan holds approximately 18.2% of the outstanding common stock of Vectris.

3. Margaret "Maggie" Sørensen — President and Chief Operating Officer, Vectris Photonics, Inc.

4. Julian Tate — Chief Financial Officer, Vectris Photonics, Inc.

5. Rebecca Lau — General Counsel and Corporate Secretary, Vectris Photonics, Inc.

6. David Kwon — Independent Director, Board of Directors, Vectris Photonics, Inc.

7. Dr. Elena Mirescu — Independent Director, Board of Directors, Vectris Photonics, Inc. C. Significant Shareholders of Target

1. Granite Peak Ventures Fund IV, L.P. — A Delaware limited partnership; holder of approximately 22.7% of the outstanding common stock of Vectris. Granite Peak is a technology-focused venture capital firm based in San Francisco, California.

2. Granite Peak Ventures Management IV, LLC — A Delaware limited liability company serving as the general partner of Granite Peak Ventures Fund IV, L.P.

3. Rhys Calloway — Managing Partner, Granite Peak Ventures; Board designee of Granite Peak to the Vectris Board of Directors.

4. Nordhaven Capital Partners III, L.P. — A Netherlands limited partnership (commanditaire vennootschap, or "CV"); holder of approximately 14.5% of the outstanding common stock of Vectris. Nordhaven is a European growth equity fund based in Amsterdam, the Netherlands.

5. Nordhaven Capital GP III, LLC — A Delaware limited liability company serving as the general partner of Nordhaven Capital Partners III, L.P.

6. Simone Achterberg — Managing Partner, Nordhaven Capital Partners; Board designee of Nordhaven to the Vectris Board of Directors.

7. Stonebridge Institutional Investors, L.P. — A Delaware limited partnership; holder of approximately 9.1% of the outstanding common stock of Vectris. Stonebridge is a diversified institutional investment platform.

8. Kenneth Morita — Portfolio Manager, Semiconductors Sector, Stonebridge Institutional Investors, L.P. D. Opposing / Target's Counsel

1. Whitfield, Prager & Loomis LLP ("WPL") — Outside counsel to Vectris Photonics, Inc. in connection with the Transaction. WPL maintains offices at 2600 Sand Hill Road, Suite 250, Menlo Park, California 94025 and 51 West 52nd Street, New York, New York 10019.

2. Catherine Whitfield — Lead Mergers & Acquisitions Partner, Whitfield, Prager & Loomis LLP; lead transactional counsel for Vectris.

3. Douglas Prager — Antitrust Partner, Whitfield, Prager & Loomis LLP; antitrust counsel for Vectris. E. Financial Advisors

1. Ridgeline Partners LLC — Financial advisor to Halcyon (the acquirer) in connection with the Transaction. Ridgeline is headquartered at 383 Madison Avenue, 25th Floor, New York, New York 10179.

2. Nathaniel Cross — Lead Managing Director, Ridgeline Partners LLC.

3. Priya Narayanan — Vice President, Ridgeline Partners LLC.

4. Clearwater Zanthor & Co., LLC — Financial advisor to Vectris (the target) in connection with the Transaction. Clearwater Zanthor maintains its principal office at 555 California Street, Suite 2800, San Francisco, California 94104.

5. Diane Okoro — Lead Managing Director, Clearwater Zanthor & Co., LLC. F. Financing Parties

1. Meridian Atlantic Bank, N.A. — Administrative agent and lead arranger for the $500,000,000 senior secured term loan commitment provided to Halcyon in connection with the Transaction. Meridian Atlantic's principal office is located at 270 Park Avenue South, New York, New York 10003. Note: Meridian Atlantic was added to the conflicts search on August 8, 2023, when the debt financing commitment was finalized.

2. Sandra Feeney — Lead Banker, Leverage Finance Group, Meridian Atlantic Bank, N.A.

3. Kalder & Eames LLP — Outside financing counsel to Meridian Atlantic Bank in connection with the commitment letter and related credit documentation for the Transaction. Kalder & Eames maintains its principal office at 1 World Financial Center, Suite 3100, New York, New York 10281. Note: Added to the search on August 8, 2023.

4. Philip Strand — Lead Partner, Banking & Finance Practice, Kalder & Eames LLP. G. Escrow Agent

1. Ironclad National Bank, N.A. — Escrow agent for the Transaction, responsible for holding the escrow amount and disbursing funds in accordance with the terms of the Escrow Agreement. Ironclad's principal office is located at One Liberty Plaza, 165 Broadway, New York, New York 10006.

2. Thomas Hargreaves — Escrow Officer, Corporate Trust Division, Ironclad National Bank, N.A. H. Auditors and Accounting Firms

1. Thornbury Wight LLP — Independent registered public accounting firm serving as auditor to Halcyon Semiconductor AG. Thornbury Wight maintains offices at Theatinerstraße 15, 80333 München, Germany and 7 Times Square, New York, New York 10036.

2. Gavin Ashmore — Lead Engagement Partner, Thornbury Wight LLP (Halcyon audit).

3. Linden Ross & Co., LLP — Independent registered public accounting firm serving as auditor to Vectris Photonics, Inc. Linden Ross maintains its principal office at 50 Fremont Street, Suite 1600, San Francisco, California 94105.

4. Christine Park — Lead Engagement Partner, Linden Ross & Co., LLP (Vectris audit).

1. Atlas Transactional Insurance Group, Inc. — Insurance broker engaged by Halcyon to procure representations and warranties insurance (R&W insurance) for the Transaction.

2. Martin Cavallo — Broker Contact, Atlas Transactional Insurance Group, Inc.

3. Pinnacle Specialty Underwriters, Ltd. — R&W insurance carrier providing the buyer-side representations and warranties insurance policy for the Transaction. Pinnacle is based at 30 St Mary Axe, London EC3A 8BF, United Kingdom.

4. Fiona Brennan — Underwriter Contact, Pinnacle Specialty Underwriters, Ltd. J. Registered Agents

1. Pinnacle Corporate Services, Inc. — Registered agent for Halcyon Acquisition Sub, Inc. in the State of Delaware. Located at 1209 Orange Street, Wilmington, Delaware 19801.

2. Capitol Corporate Services, LLC — Registered agent for Vectris Photonics, Inc. in the State of Delaware. Located at 800 N. King Street, Suite 400, Wilmington, Delaware 19801.

IV. Search Methodology The Firm's electronic conflicts management database, ConflictsCheck (version 7.4.2, Pinnacle Solutions), was queried using the full legal names, short-form names, common abbreviations, ticker symbols, known aliases, and individual names of all parties and key personnel listed in Section III above. Each entity was searched using both exact match and fuzzy match algorithms to capture potential al

V. Search Results A. Current Representations The following sets forth the results of the conflicts search with respect to each party identified in Section III, organized by entity or individual:

1. Halcyon Semiconductor AG. No current representations by Calderwood & Harkness for or adverse to Halcyon were identified prior to this engagement. The Firm has not previously represented Halcyon in any capacity. This engagement represents a new client relationship for the Firm. Standard new-client intake procedures were followed, including Know Your Client (KYC) and anti-money laundering (AML) verification, which w

2. Vectris Photonics, Inc. No current representations by the Firm for or adverse to Vectris were identified. The Firm has not previously represented Vectris in any capacity. No former representation of Vectris was identified in the prior five-year search window.

3. Granite Peak Ventures. The Firm's private equity practice (not involving any member of the current engagement team) represented Granite Peak Ventures Management III, LLC (a predecessor fund vehicle to Granite Peak Ventures Management IV, LLC, the general partner of the fund that holds the 22.7% stake in Vectris) in a portfolio company financing matter (Matter No. 1032-00005, Responsible Partner: Jonathan Caldwell)

4. Nordhaven Capital Partners. No current or prior representations by the Firm for or adverse to Nordhaven Capital Partners III, L.P., Nordhaven Capital GP III, LLC, or Simone Achterberg were identified. No conflict.

5. Stonebridge Institutional Investors. The Firm's capital markets practice represented an issuer (a technology company unrelated to Vectris or the semiconductor industry) in a secondary public offering in which Stonebridge Institutional Investors, L.P. was one of several selling shareholders (Matter No. 1032-00005, Responsible Partner: Andrew Delacroix). The Firm represented the issuer, not Stonebridge. The Firm did

6. Meridian Atlantic Bank, N.A. The Firm's banking and finance practice currently represents Meridian Atlantic Bank, N.A. as lender's counsel in an unrelated syndicated credit facility for a portfolio of commercial real estate assets (Matter No. 1032-00005, Responsible Partner: Elizabeth Farnham). That representation is ongoing and involves a wholly separate transaction, client contact, and subject matter from the pr

7. Kalder & Eames LLP. No representations by the Firm for or adverse to Kalder & Eames LLP were identified. No conflict. The Firm has appeared on the same side of transactions and opposite Kalder & Eames on various occasions; no ongoing disputes or adverse matters exist.

8. Whitfield, Prager & Loomis LLP. No current representations by the Firm adverse to Whitfield, Prager & Loomis LLP were identified. The Firm has appeared opposite WPL in prior transactions and litigation matters, which is customary in the ordinary course of practice. No ongoing disputes or adverse matters between the Firm and WPL exist. No conflict.

9. Ridgeline Partners LLC. No current or prior representations by the Firm for or adverse to Ridgeline Partners LLC, Nathaniel Cross, or Priya Narayanan were identified. No conflict.