Contract analysis

I. Executive Summary The purpose of this memorandum is to identify, catalog, and comprehensively summarize all obligations of Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG"), Halcyon Acquisition Sub, Inc. ("Merger Sub"), and their respective directors, officers, agents, and advisors that survive the termination of the Agreement and Plan of Merger, dated as of August 10, 2023 (the "Merger Agreement"), b

II. Overview of Termination and Surviving-Provisions Framework A. Termination Under Section 8.1(d) of the Merger Agreement

Section 8.1(d) of the Merger Agreement permitted either Halcyon or Vectris to terminate the Merger Agreement by written notice to the other party in the event that any governmental authority of competent jurisdiction had instituted any legal proceeding seeking to enjoin or prohibit the transactions contemplated by the Merger Agreement, or in the event that any required antitrust approval (as defined in Article I to i

Section 8.2 of the Merger Agreement provides that, in the event of a valid termination of the Merger Agreement pursuant to Section 8.1, the Merger Agreement shall become void and of no further force or effect, and no party shall have any liability or obligation to any other party thereunder, except that the following provisions shall survive the termination and continue in full force and effect in accordance with the

III. Confidentiality Covenants (Merger Agreement, Section 6.5) A. Scope of Confidentiality Obligations

Section 6.5 of the Merger Agreement expressly survives termination pursuant to Section 8.2. Under Section 6.5, Halcyon and its representatives — including Calderwood & Harkness LLP (outside legal counsel), Ridgeline Partners LLC (financial advisor), Thornbury Wight LLP (independent auditors), and all other advisors, agents, consultants, and employees who received Confidential Information of Vectris — remain bound by

Section 6.5 incorporates by reference the terms of the Confidentiality Agreement (also referred to as the "NDA"), which was entered into between Halcyon and Vectris prior to the execution of the Exclusivity Agreement of June 20, 2023. The Confidentiality Agreement, which was initially executed in connection with Halcyon's preliminary evaluation of a potential strategic transaction with Vectris, established the framew

Section 6.5(c) of the Merger Agreement requires that, within thirty (30) days following the date of termination (i.e., by December 30, 2023), Halcyon and all of its representatives shall either return to Vectris, or destroy, all Confidential Information of Vectris in their possession or control, including all copies, extracts, notes, summaries, analyses, compilations, and other materials or documents derived from or

1. Coordinate with Halcyon's IT department (contact: to be designated by Dr. Hartmann) and records management department to identify all Confidential Information of Vectris in Halcyon's possession or control, including electronic files, email repositories, shared drives, data room downloads, printed materials, and working papers.

2. Prepare and circulate internal instructions to all Halcyon personnel who participated in the due diligence process or otherwise had access to Vectris Confidential Information, directing them to identify and return or destroy all such materials by December 28, 2023 (allowing a two-day buffer before the contractual deadline).

3. Deliver written notices to each of Halcyon's external advisors who received Confidential Information of Vectris, reminding them of their independent obligations to return or destroy such materials under the Confidentiality Agreement and Section 6.5(c). Such notices should be sent to, at minimum: Ridgeline Partners LLC (attention: Nathaniel Cross, Managing Director); Thornbury Wight LLP (attention: Gavin Ashmore, E

4. Prepare the certification letter to Vectris (attention: Rebecca Lau) for Dr. Hartmann's signature. Calderwood & Harkness can prepare a draft of this letter upon instruction.

5. Coordinate with Howard Bellamy to ensure that any Confidential Information subject to the litigation hold is appropriately preserved and segregated from the materials being returned or destroyed.

IV. Non-Disparagement Covenant (Merger Agreement, Section 6.8) A. Scope. Section 6.8 of the Merger Agreement, which survives termination pursuant to Section 8.2, contains a mutual non-disparagement covenant. Under this provision, neither Halcyon nor Vectris, nor any of their respective officers, directors, or authorized spokespersons, shall make or cause to be made, directly or indirectly, any public statement, press

1. Internal guidance memorandum. Dr. Hartmann's office should prepare and circulate an internal memorandum to the Halcyon executive team (Vorstand and Aufsichtsrat), investor relations department, corporate communications department, and marketing department, outlining the scope and duration of the non-disparagement obligation and providing practical guidance on permissible and impermissible statements. Calderwood &

2. Pre-clearance protocol. All public statements regarding the terminated Vectris transaction and the relationship with Vectris — including press releases, investor presentations, earnings call scripts, analyst day presentations, and social media posts — should be reviewed and approved by Dr. Hartmann's office or, as appropriate, by Calderwood & Harkness, prior to issuance or publication. This pre-clearance requireme

3. Earnings call preparation. Particular care should be taken in connection with Halcyon's upcoming earnings calls and analyst communications, to the extent that Halcyon's management discusses the rationale for terminating the Vectris transaction, the strategic implications of the abandoned deal, or Halcyon's future M&A strategy as it relates to the silicon photonics market. Talking points and Q&A preparation materia

4. Monitoring. Dr. Hartmann's office should monitor public statements by Vectris and its representatives for potential violations of the non-disparagement covenant. In the event that a potential violation is identified, Calderwood & Harkness should be consulted regarding the appropriate response.

V. Cooperation with Respect to Pending Regulatory Matters (Merger Agreement, Section 6.10) A. Scope of Cooperation Obligation

Section 6.10 of the Merger Agreement, which survives termination pursuant to Section 8.2, requires both Halcyon and Vectris to cooperate in good faith with respect to any pending or continuing regulatory proceedings arising from or related to the Merger. As of the date of this memorandum, the following regulatory proceedings remain open or are in the process of being closed: (1) DOJ Civil Antitrust Action. United Sta

1. DOJ case monitoring. Howard Bellamy of Calderwood & Harkness (Antitrust & Competition practice, Washington, DC office, 1333 New Hampshire Avenue NW, Suite 700, Washington, DC 20036) will continue to monitor the docket in DOJ Case No. 1:23-cv-03187 for any filings or orders, including the anticipated motion for voluntary dismissal. Mr. Bellamy will coordinate with Douglas Prager of Whitfield, Prager & Loomis LLP (a

2. European Commission correspondence. Calderwood & Harkness will monitor correspondence from the European Commission's Directorate-General for Competition in connection with the withdrawal of the notification in Case M.11247 and will assist Halcyon in responding to any follow-up information requests from the EC.

3. Designated point of contact. We recommend that Halcyon designate a single point of contact for all incoming regulatory cooperation requests in connection with the surviving obligations under Section 6.10. We recommend that Dr. Luisa Hartmann serve as the primary designated contact, with Derek Okonkwo of Calderwood & Harkness as the secondary contact for day-to-day coordination.

4. Information preservation. Until the cooperation obligations have terminated, Halcyon should preserve all documents and materials produced to or received from the DOJ and the EC during the regulatory review process, including all Second Request production materials, the EC Form CO and supplemental submissions, and all correspondence with regulatory authorities.

VI. Reverse Break-Up Fee and Related Payment Obligations (Merger Agreement, Section 8.3; Termination Agreement, Section 2) A. Reverse Break-Up Fee

Section 8.3(a) of the Merger Agreement provides that, in the event of a termination by either party pursuant to Section 8.1(d) (Antitrust Termination Right), Halcyon shall pay to Vectris a reverse break-up fee in the amount of $28,000,000 (twenty-eight million U.S. dollars), representing 3.5% of the aggregate consideration of $800,000,000 contemplated by the Merger Agreement. The reverse break-up fee was payable with

Section 8.3(c) of the Merger Agreement provides that the payment of the reverse break-up fee, when due, constitutes the sole and exclusive remedy of Vectris against Halcyon and Merger Sub for any and all losses, damages, costs, expenses, liabilities, or claims of any kind arising out of or in connection with the termination of the Merger Agreement pursuant to Section 8.1(d). Upon payment of the reverse break-up fee,

VII. Indemnification for Pre-Termination Breaches (Merger Agreement, Section 8.2(b)) A. Scope. Notwithstanding the termination of the Merger Agreement and the mutual release of claims under the Termination Agreement, Section 8.2(b) of the Merger Agreement expressly preserves each party's right to seek damages for any willful and material breach of the Merger Agreement that occurred prior to the effective date of term

VIII. Mutual Release of Claims (Termination Agreement, Section 3) A. Scope of Release

Section 3 of the Termination Agreement contains a comprehensive mutual release of claims. Under the mutual release: Each of Halcyon, Merger Sub, and Vectris (each, a "Releasing Party"), on behalf of itself and its successors, assigns, heirs, and personal representatives, hereby irrevocably and unconditionally releases, acquits, and forever discharges each of the other parties (each, a "Released Party"), and each Rele

IX. Document Retention Requirements (Termination Agreement, Section 6) A. Contractual Document Retention

Section 6 of the Termination Agreement imposes an affirmative obligation on each of Halcyon and Vectris to retain all transaction-related documents for a minimum period of three (3) years following the effective date of termination of the Merger Agreement (i.e., until November 30, 2026). The scope of documents subject to the retention obligation includes, without limitation: • All drafts, marked-up versions, and fina

1. Maintain the litigation hold until the DOJ action (Case No. 1:23-cv-03187) is formally dismissed and any appellate or related proceedings have concluded. Howard Bellamy will advise when the hold may be narrowed or lifted.

2. Upon the formal dismissal of the DOJ action, evaluate whether the litigation hold can be narrowed or lifted. If the hold is lifted, Halcyon should promptly comply with the return-or-destroy requirements of Section 6.5(c) for any remaining Vectris Confidential Information that is not independently required to be retained under the three-year contractual retention obligation (Section 6 of the Termination Agreement),

3. Ensure that all Halcyon personnel and external advisors who are subject to the litigation hold are periodically reminded of their preservation obligations. Calderwood & Harkness's standard practice is to issue quarterly reminders of active litigation holds; we will continue this practice until the hold is lifted. C. Calderwood & Harkness File Retention Calderwood & Harkness LLP will retain its own matter files rel

X. Dissolution of Halcyon Acquisition Sub, Inc. (Termination Agreement, Section 4)

Section 4 of the Termination Agreement provides that Halcyon shall cause the dissolution and winding-up of Halcyon Acquisition Sub, Inc. (the "Merger Sub") as promptly as practicable following the effective date of termination of the Merger Agreement. The following key facts are relevant to the dissolution: • Entity name: Halcyon Acquisition Sub, Inc. • Jurisdiction of incorporation: State of Delaware • Delaware File

1. Board resolution. Markus Ellinger, as sole director of Merger Sub, should adopt a written resolution authorizing the dissolution and winding-up of Merger Sub. Calderwood & Harkness can prepare the form of resolution.

2. Stockholder consent. Halcyon, as the sole stockholder of Merger Sub, should execute a written consent of the sole stockholder approving the dissolution. Calderwood & Harkness can prepare the form of consent.

3. Certificate of Dissolution. Following the adoption of the board resolution and stockholder consent, Calderwood & Harkness will prepare and file the Certificate of Dissolution with the Delaware Secretary of State. The filing fee is currently $204.00.

4. Final franchise tax return. Halcyon's tax advisors should ensure that the final Delaware franchise tax return for Merger Sub is filed, covering the period from incorporation (June 12, 2023) through the effective date of dissolution. The minimum annual franchise tax for a Delaware corporation is $400.00.

5. Registered agent termination. Upon the effective date of dissolution, Halcyon should notify Pinnacle Corporate Services, Inc. of the dissolution and terminate the registered agent services agreement. Any prepaid registered agent fees should be addressed with Pinnacle.

6. IRS notification. If Merger Sub obtained a federal Employer Identification Number (EIN), Halcyon's tax advisors should file a final federal income tax return (Form 1120) and notify the IRS of the dissolution. Calderwood & Harkness can prepare and file the dissolution documents upon instruction from Halcyon and expects that the dissolution process can be completed within approximately two to four weeks following re

XI. Termination of Ancillary Agreements and Arrangements In addition to the Merger Agreement and the Termination Agreement, several ancillary agreements and arrangements were entered into in connection with the proposed Merger. The status of each such agreement or arrangement following termination is discussed below. A. Financing Commitment Letter — Meridian Atlantic Bank In connection with the proposed Merger, Halcy