Contract analysis

1. Introduction and Purpose We are pleased that Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG") has selected Calderwood & Harkness LLP (the "Firm," "Calderwood & Harkness," "we," or "us") to serve as its United States legal counsel in connection with the proposed acquisition of Vectris Photonics, Inc. ("Vectris"), a corporation organized under the laws of the State of Delaware and headquartered at 4750

2. Scope of Engagement 2.1 Primary Scope — Mergers & Acquisitions Calderwood & Harkness will represent Halcyon in connection with its proposed acquisition of Vectris by means of an all-cash reverse triangular merger to be effected under the Delaware General Corporation Law (the "DGCL"), including, without limitation, the following: (a) Due Diligence. Conducting a comprehensive legal due diligence investigation of Vec

3. Engagement Team Calderwood & Harkness has assembled a team of experienced professionals to handle this engagement efficiently and effectively. The principal members of the engagement team are as follows: Oliver Mackenzie — Responsible Partner, Mergers & Acquisitions. Mr. Mackenzie will serve as the primary point of contact for Dr. Hartmann and will have overall supervisory responsibility for all aspects of the eng

4. Fee Arrangement 4.1 Hourly Rates All professional services rendered by Calderwood & Harkness in connection with this engagement will be billed on an hourly basis. The current hourly rates for the principal members of the engagement team are as follows: Additional attorneys and paralegals assigned to the engagement will be billed at rates reflecting their respective seniority and experience levels. For reference, c

5. Expenses and Disbursements In addition to professional fees, Halcyon will reimburse Calderwood & Harkness for all reasonable out-of-pocket expenses and disbursements incurred in connection with this engagement. Such expenses may include, without limitation, the following: (a) Travel Expenses. Airfare (coach class for domestic flights under four hours; business class for international flights and domestic flights e

6. Billing and Payment Terms Calderwood & Harkness will render invoices on a monthly basis. Each invoice will include a summary description of services performed during the applicable billing period, the name and title of each timekeeper who performed services, the number of hours expended by each timekeeper, the applicable hourly rate, and an itemization of all disbursements and out-of-pocket expenses incurred durin

7. Client Identity and Communications The client in this engagement is Halcyon Semiconductor Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany. The Firm does not, by reason of this engagement, represent any subsidiary, affiliate, parent, officer, director, employee, agent, or shareholder of Halcyon in their individual or personal capacity, nor doe

8. Conflicts of Interest Calderwood & Harkness has conducted a comprehensive conflicts check as of the date of this Engagement Letter and has determined that no conflict of interest exists that would preclude the Firm from undertaking this engagement under the applicable rules of professional conduct. The conflicts check encompassed the following parties and their respective known affiliates: • Halcyon Semiconductor

9. Confidentiality Calderwood & Harkness will maintain in strict confidence all non-public information received from or on behalf of Halcyon in connection with this engagement, including without limitation business plans, financial data, technical information, trade secrets, strategic analyses, board deliberations, and other proprietary or sensitive materials (collectively, "Confidential Information"). The Firm will

10. Document Retention Upon the conclusion of this engagement, whether by completion of the transaction, termination, or otherwise, files and documents generated or maintained by the Firm in connection with the engagement will be retained in accordance with Calderwood & Harkness's document retention policies, which generally provide for a minimum retention period of ten (10) years from the date of matter closing for

11. Termination of Engagement Either party may terminate this engagement at any time upon written notice to the other party. Any termination by the Firm shall be subject to the Firm's ethical obligations under the applicable rules of professional conduct, including the obligation to avoid prejudice to Halcyon and to take reasonable steps to protect Halcyon's interests. Upon termination of the engagement for any reaso

12. Limitation of Liability To the fullest extent permitted by applicable law, Calderwood & Harkness's aggregate liability to Halcyon (and its affiliates, officers, directors, employees, agents, and successors) arising out of or relating to the services rendered under this Engagement Letter, whether in contract, tort, or otherwise, shall not exceed the total amount of professional fees actually paid by Halcyon to the

13. 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-laws rules or provisions that would cause the application of the laws of any other jurisdiction. Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the services rendered

14. Miscellaneous This Engagement Letter constitutes the entire agreement between Halcyon and Calderwood & Harkness with respect to the subject matter hereof and supersedes all prior or contemporaneous discussions, negotiations, representations, understandings, and agreements, whether written or oral, relating to the engagement described herein. No amendment, modification, or waiver of any provision of this Engagemen

15. Acceptance and Execution We would appreciate your reviewing this Engagement Letter at your earliest convenience. If the terms set forth herein are acceptable, please indicate Halcyon's agreement by having the enclosed copy of this letter signed by an authorized representative of Halcyon and returning it to me at the address set forth above (or by electronic transmission to omackenzie@calderwoodharkness.com). A co