Contract analysis

I. PURPOSE AND SCOPE OF MEMORANDUM This memorandum formally documents the closing of matter 1032-00005 relating to Calderwood & Harkness LLP's representation of Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG") in connection with its proposed all-cash acquisition of Vectris Photonics, Inc. ("Vectris") by means of a reverse triangular merger under the Delaware General Corporation Law (the "Transaction").

II. MATTER SUMMARY A. Client and Engagement Information The following sets forth the key engagement-level information for the permanent record: The engagement letter was executed on May 22, 2023, by Dr. Luisa Hartmann on behalf of Halcyon and by Oliver Mackenzie on behalf of Calderwood & Harkness LLP. The engagement letter provided for hourly billing at the standard partner and associate rates in effect during the en

III. CHRONOLOGICAL SUMMARY OF KEY EVENTS The following is a detailed chronological summary of the material events and milestones during the course of the engagement, organized by phase. A. Pre-Signing Phase (May–August 2023) May 19, 2023. Vectris common stock closed at $9.82 per share on the Nasdaq Stock Market. This was the last trading day before the execution of the exclusivity agreement and is used as the unaffec

IV. FINANCIAL SUMMARY OF THE ENGAGEMENT A. Fee Summary The following summarizes the professional fees billed by Calderwood & Harkness LLP in connection with engagement number 1032-00005: The M&A work stream billings of approximately $5,800,000 were within the $6,500,000 soft fee cap established in the engagement letter. The antitrust/regulatory work stream was billed separately, as contemplated by the engagement lett

V. LESSONS LEARNED This section sets forth the principal lessons learned from the engagement for the benefit of future deal teams at the firm. The observations below are organized by subject matter and are intended to inform the firm's practice in future semiconductor M&A transactions and, more broadly, in any acquisition where antitrust clearance is a material closing condition. A. Antitrust Risk Assessment in Semic

1. Early and rigorous competitive overlap analysis is critical. The July 10, 2023, antitrust risk assessment memorandum prepared by Howard Bellamy correctly identified the significant combined market shares in silicon photonics — approximately 47% in the United States (Halcyon 19% + Vectris 28%) in silicon photonics transceiver modules and approximately 38% combined EEA share in co-packaged optics chiplets. The memor

2. Market definition is a key variable. The DOJ defined the relevant product market more narrowly than Halcyon's internal competitive analysis anticipated. Halcyon and Ridgeline Partners had assessed the relevant market as the broader "optical transceiver module" market, which included VCSEL-based, indium phosphide-based, and silicon photonics-based solutions. Under this broader definition, the combined market share

3. Remedy proposals must be compelling and timely. The structural remedy proposal — the divestiture of Halcyon's existing U.S. silicon photonics product line — was submitted to the DOJ on October 20, 2023, approximately ten days before the DOJ filed suit on October 30, 2023. By the time the remedy proposal was submitted, DOJ staff had already substantially completed their competitive effects analysis and had, in all

4. Dual-jurisdiction complexity. The parallel European Commission Phase II investigation compounded the regulatory burden and influenced the termination calculus. The EC's opening of Phase II on October 6, 2023, preceded the DOJ complaint by nearly a month and signaled to the deal team and the client that regulatory opposition was building on both sides of the Atlantic. The prospect of having to develop and defend se

1. Pre-notification outreach. The deal team did not conduct pre-notification discussions with the DOJ Antitrust Division prior to the filing of the HSR notification on August 18, 2023. For transactions with obvious horizontal overlap at these concentration levels — particularly in sectors where the DOJ has announced heightened scrutiny — informal pre-notification engagement can serve several valuable purposes: it can

2. European Commission timing. The EUMR Form CO notification was filed on August 25, 2023, seven days after the HSR filing on August 18. While this gap was not operationally significant, it resulted in slightly misaligned review timelines across the two jurisdictions. Aligning the filing dates more closely — ideally filing on the same day or within one to two business days — could facilitate a more coordinated advoca

3. Coordination between deal counsel and antitrust counsel. The integration between the M&A and antitrust workstreams within the Calderwood & Harkness team functioned well throughout the engagement. Beginning with the issuance of the Second Request on September 15, 2023, the M&A and antitrust teams held weekly joint status calls (typically on Monday mornings) to coordinate strategy, share information, and ensure that

1. Reverse break-up fee calibration. The 3.5% reverse break-up fee ($28,000,000) was within the range of market practice for transactions of this size and risk profile. The fee ultimately functioned as intended: it provided a defined exit cost that facilitated an orderly termination of the Merger Agreement when the regulatory path forward became untenable. Vectris did not contest the termination or the amount of the

2. Outside Date and auto-extension mechanics. The Outside Date was set at March 10, 2024, with an automatic 90-day extension to June 10, 2024, if the sole unsatisfied closing condition at the initial Outside Date was the receipt of required antitrust approvals. This structure provided Halcyon with flexibility to pursue regulatory clearance over an extended period but also created exposure in the form of ongoing ticki

3. Financing commitment exposure. The ticking fee of 20 basis points per annum on the $500,000,000 undrawn commitment commenced on November 8, 2023, exactly 90 days after the signing of the Merger Agreement. By terminating the Merger Agreement on November 30, 2023, and the commitment letter on December 1, 2023, Halcyon limited the ticking fee accrual to approximately 22 days (approximately $60,274). Had Halcyon inste

1. IP due diligence. The IP due diligence on Vectris's intellectual property portfolio — encompassing 187 issued U.S. patents, 43 pending U.S. patent applications, all material license agreements, and a freedom-to-operate analysis — was thorough and well-executed. No material issues were identified that would have affected the terms of the Transaction or the valuation of Vectris. While this workstream was ultimately

2. Preliminary due diligence. The preliminary due diligence memorandum delivered on July 14, 2023, flagged all material risk areas adequately. No issues emerged post-signing from the due diligence workstream that had not been previously identified and addressed in the Merger Agreement or the disclosure schedules. The due diligence process functioned as intended and does not give rise to specific lessons learned or re

1. Efficient wind-down. The post-termination wind-down of the Transaction was executed efficiently and in a compressed timeline: • November 30, 2023: Merger Agreement terminated; Termination Agreement and Mutual Release executed • December 1, 2023: Meridian Atlantic commitment letter terminated • December 4, 2023: EC notification withdrawn (Case M.11247) • December 5, 2023: Post-termination memorandum on surviving ob

2. Surviving obligations documentation. The surviving obligations under the Merger Agreement and the Termination Agreement were clearly documented in the December 5, 2023, memorandum delivered to Dr. Hartmann. The memorandum identified each surviving provision by section number and summarized its scope, duration, and practical implications for Halcyon's ongoing obligations to Vectris. The surviving provisions — confi

3. Dissolution of Merger Sub. The Termination Agreement addresses the dissolution of Halcyon Acquisition Sub, Inc. The dissolution will be completed through the filing of a certificate of dissolution with the Delaware Secretary of State. As of the date of this memorandum, the certificate has not yet been filed but is expected to be filed promptly. The matter file should be updated upon completion of the dissolution.

VI. FILE RETENTION PROTOCOLS A. Document Categories and Retention Periods The following retention schedule applies to all documents and work product generated in connection with engagement number 1032-00005. All retention periods are measured from the formal matter closing date of January 15, 2024, unless otherwise specified.

1. Engagement Letter and Conflicts Memoranda. The engagement letter dated May 22, 2023, and all conflicts clearance memoranda (including the initial conflicts clearance memorandum dated May 20, 2023, and the updated conflicts memorandum dated November 30, 2023) shall be retained in the permanent firm files with no destruction date. These documents are to be maintained indefinitely in accordance with the firm's genera

2. Transaction Documents. The following executed transaction documents shall be retained for a minimum of 10 years from the matter closing date (i.e., until at least January 15, 2034): • Agreement and Plan of Merger, dated August 10, 2023 • Voting and Support Agreement, dated August 10, 2023 • Escrow Agreement, dated August 10, 2023 • Commitment Letter, dated August 8, 2023 • Exclusivity Agreement, dated June 20, 202

3. Due Diligence Memoranda and Work Product. The following due diligence materials shall be retained for a minimum of 7 years from the matter closing date (i.e., until at least January 15, 2031): • Preliminary due diligence memorandum, dated July 14, 2023 • IP due diligence memorandum, dated July 21, 2023 • Antitrust risk assessment memorandum, dated July 10, 2023 • Disclosure schedule comments and drafts • Due dilig

4. Regulatory/Antitrust Materials. The following regulatory and antitrust materials shall be retained for a minimum of 10 years from the matter closing date (i.e., until at least January 15, 2034): • HSR premerger notification forms and related drafts • EUMR Form CO notification and related drafts (Case M.11247) • Second Request (Civil Investigative Demand) and all compliance materials, including document productions

5. Board Resolutions and Corporate Documents. The following corporate governance and organizational documents shall be retained for a minimum of 10 years from the matter closing date (i.e., until at least January 15, 2034): • Halcyon Supervisory Board (Aufsichtsrat) resolution dated June 5, 2023 (authorization to pursue acquisition) • Halcyon Supervisory Board (Aufsichtsrat) resolution dated November 20, 2023 (author

6. Correspondence and Internal Memoranda. The following correspondence and internal memoranda shall be retained for a minimum of 7 years from the matter closing date (i.e., until at least January 15, 2031): • Commitment letter analysis memorandum (August 9, 2023) • Signing closing checklist (August 10, 2023) • Board memorandum — termination analysis and recommendation (November 15, 2023) • Post-termination memorandum

7. Billing Records and Fee Statements. All billing records, time entries, fee statements, and related financial records shall be retained in accordance with the firm's general records retention policy, which requires a minimum retention period of 7 years. The closing statement of fees and expenses dated January 8, 2024, shall be retained for the same period. B. File Storage All physical files (including original exec

VII. CONFLICT-CHECK UPDATE INSTRUCTIONS A. Update Required The firm's Conflicts Committee is instructed to update the firm's conflicts database to reflect the following information in connection with the closure of engagement number 1032-00005:

1. Matter Status. Matter 1032-00005 is closed — terminated as of November 30, 2023 (the date of termination of the Merger Agreement). The formal closing date for conflicts purposes is January 15, 2024 (the date of this memorandum and the completion of all administrative closure tasks).

2. Client. The client remains Halcyon Semiconductor Aktiengesellschaft (FSE: HSAG; Nasdaq ADR: HCYN). The client entry in the conflicts database should reflect the closure of this specific engagement while preserving the firm's ongoing client relationship with Halcyon for general corporate matters (maintained under a separate engagement number).

3. Adverse and Related Parties. The following entities and their known affiliates are to be maintained in the conflicts system as adverse or related parties in connection with this matter: • Vectris Photonics, Inc. (tar