Contract analysis

I. Identification of Representation and Purpose This firm represents Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG"), a German Aktiengesellschaft registered with the Munich commercial register (Handelsregister) of the local court (Amtsgericht) Munich under HRB 178254, with its principal headquarters located at Halcyon-Platz 1, 81739 München, Federal Republic of Germany. This representation is being con

II. Background — The Commitment Letter On August 8, 2023, Meridian Atlantic, acting in its capacity as administrative agent and lead arranger, executed and delivered a commitment letter (the "Commitment Letter") in favor of Halcyon. The Commitment Letter was countersigned by Halcyon on the same date, and both parties received fully executed counterparts. Pursuant to the terms of the Commitment Letter, Meridian Atlant

III. Termination of the Merger Agreement On November 30, 2023, Halcyon exercised its right to terminate the Merger Agreement pursuant to Section 8.1(d) thereof (the "Antitrust Termination Right"). Section 8.1(d) of the Merger Agreement provided that the Merger Agreement could be terminated by either Halcyon or Vectris if, at any time after the Outside Date (defined as March 10, 2024), the requisite antitrust and regu

IV. Formal Notice of Termination of the Commitment Letter In light of the foregoing, and pursuant to the termination provisions set forth in Section 9 of the Commitment Letter (which provides that the Commitment Letter shall automatically terminate upon the termination of the Merger Agreement, or upon written notice by Halcyon that it no longer intends to consummate the Transaction), Halcyon hereby provides formal wr

V. Ticking Fee Settlement Halcyon acknowledges that the ticking fee of 20 basis points (0.20%) per annum on the aggregate undrawn commitment amount of $500,000,000 commenced accruing on November 8, 2023, being the date that was 90 days after the signing of the Merger Agreement on August 10, 2023. The ticking fee accrued for the period from and including November 8, 2023 through and including November 30, 2023, a peri

VI. Request for Confirmation and Release Halcyon respectfully requests that Meridian Atlantic confirm in writing, at its earliest convenience and in any event no later than December 15, 2023, each of the following: (a) that the Commitment Letter dated August 8, 2023, and all obligations, commitments, and undertakings of Meridian Atlantic thereunder, are terminated and of no further force or effect; (b) that Halcyon a

VII. Dissolution of Merger Sub For Meridian Atlantic's records and for good order purposes, please be advised that Halcyon Acquisition Sub, Inc. (Delaware Secretary of State File No. 7634291), the Merger Sub formed solely for purposes of effectuating the Transaction, will be dissolved in due course following the completion of all post-termination administrative matters, including the filing of a certificate of dissol

VIII. Contact Information for Further Correspondence All further correspondence, invoices, notices, and communications regarding the termination of the Commitment Letter and any related matters should be directed to the following individuals: Oliver Mackenzie, Esq. Partner Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, New York 10022 Telephone: (212) 848-4127 Email: oliver.mackenzie@calderwoodha

IX. Closing Halcyon appreciates Meridian Atlantic's cooperation, professionalism, and responsiveness throughout the financing process and regrets that the Transaction could not be consummated due to circumstances beyond the parties' control. Halcyon values its relationship with Meridian Atlantic and looks forward to the possibility of working together on future matters. Nothing in this letter shall be construed as a