Contract analysis

ARTICLE I — NAME The name of the corporation is Halcyon Acquisition Sub, Inc. (hereinafter referred to as the "Corporation").

ARTICLE II — REGISTERED OFFICE AND REGISTERED AGENT The address of the registered office of the Corporation in the State of Delaware is 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of the registered agent of the Corporation at such address is Pinnacle Corporate Services, Inc.

ARTICLE III — PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL. Without limiting the generality of the foregoing, the Corporation has been formed solely for the purpose of effectuating a reverse triangular merger (the "Merger") with Vectris Photonics, Inc., a corporation organized under the laws of the State of Delaware ("Vectris

ARTICLE IV — AUTHORIZED CAPITAL STOCK The total number of shares of capital stock that the Corporation is authorized to issue is one thousand (1,000) shares of Common Stock, par value $0.01 per share (the "Common Stock"). All shares of Common Stock shall be of a single class and shall have identical rights, privileges, preferences, and voting powers, and shall be equal in every respect as to all matters, including, w

ARTICLE V — INCORPORATOR The name and mailing address of the sole incorporator of the Corporation is as follows: Markus Ellinger c/o Halcyon Semiconductor Aktiengesellschaft Halcyon-Platz 1 81739 München Federal Republic of Germany The powers of the incorporator shall terminate upon the filing of this Certificate of Incorporation and the election or appointment of the initial Board of Directors and the issuance of sh

ARTICLE VI — BOARD OF DIRECTORS

Section 6.1. Management. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors in accordance with the DGCL.

Section 6.2. Initial Board of Directors. The initial Board of Directors shall consist of one (1) director. The name and address of the person who shall serve as the initial sole director of the Corporation, and who shall serve in such capacity until his successor is duly elected and qualified or until his earlier death, resignation, disqualification, or removal, is as follows: Markus Ellinger c/o Halcyon Semiconducto

Section 6.3. Number of Directors. The number of directors constituting the entire Board of Directors may be fixed and changed from time to time exclusively by resolution of the Board of Directors or by the written consent of the sole stockholder of the Corporation, subject to the requirements of the DGCL. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumben

Section 6.4. Removal. Subject to the rights, if any, of the holders of shares of any class or series of stock then outstanding, any director or the entire Board of Directors may be removed from office at any time, with or without cause, by the affirmative vote or written consent of the holders of a majority of the voting power of the then-outstanding shares of capital stock of the Corporation entitled to vote general

Section 6.5. Vacancies. Unless otherwise provided by the DGCL, newly created directorships resulting from an increase in the authorized number of directors and any vacancies on the Board of Directors resulting from death, resignation, disqualification, removal, or other cause shall be filled solely by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum of the B

ARTICLE VII — LIMITATION OF DIRECTOR LIABILITY

Section 7.1. Elimination of Liability. To the fullest extent permitted by the DGCL as it now exists or as it may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader exculpation than the DGCL permitted prior to such amendment), no director of the Corporation shall be personally liable to the Corporation or to any of its stockho

Section 7.2. Effect of Repeal or Modification. Any repeal or modification of this Article VII shall not adversely affect any right or protection existing hereunder with respect to any act or omission occurring prior to the time of such repeal or modification. The rights and protections provided to any person by this Article VII shall survive any such repeal or modification and shall continue in full force and effect

Section 7.3. Additional Protections. If the DGCL is hereafter amended to permit further elimination or limitation of the personal liability of officers, then the liability of an officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. For purposes of this Article VII, the term "officer" shall have the meaning assigned to it under Section 102(b)(7) of the DG

ARTICLE VIII — INDEMNIFICATION

Section 8.1. Right to Indemnification. The Corporation shall indemnify, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person (an "Indemnified Person") who was or is made or is threatened to be made a party to, or is otherwise involved in, any action, suit, or proceeding, whether civil, criminal, administrative, or investigative (a "Proceeding"), by reason of

Section 8.2. Indemnification of Employees and Agents. The Corporation shall have the power to indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any employee or agent of the Corporation who was or is made or is threatened to be made a party to, or is otherwise involved in, any Proceeding by reason of the fact that he or she, or a person f

Section 8.3. Advancement of Expenses. The right to indemnification conferred in this Article VIII shall include the right to be paid by the Corporation the expenses (including attorneys' fees) incurred in defending or otherwise participating in any such Proceeding in advance of its final disposition (hereinafter an "Advancement of Expenses"); provided, however, that an Advancement of Expenses shall be made only upon

Section 8.4. Non-Exclusivity of Rights. The rights to indemnification and Advancement of Expenses conferred in this Article VIII shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of this Certificate of Incorporation, the Bylaws of the Corporation, any agreement, vote of stockholders or disinterested directors, or otherwise.

Section 8.5. Insurance. The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee, or agent of the Corporation, or any person who is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, enterprise, or nonprofit entity, against any expense, liability, or loss, whether or

Section 8.6. Effect of Repeal or Modification. Any repeal or modification of this Article VIII shall not adversely affect any right or protection hereunder of any Indemnified Person in respect of any act or omission occurring prior to the time of such repeal or modification. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person's heirs, executors, and administrators.

ARTICLE IX — AMENDMENT OF CERTIFICATE OF INCORPORATION The Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by the DGCL, and all rights conferred upon stockholders herein are granted subject to this reservation. Notwithstanding the foregoing, no amendment to this Certificate of Incorporation that w

Section 10.1. Identity of Sole Stockholder. The Corporation's sole stockholder shall be Halcyon Semiconductor Aktiengesellschaft (the "Parent"), an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under registration number HRB 178254, with its principal offices located at Ha

Section 10.2. Issuance of Shares. All one thousand (1,000) authorized shares of Common Stock of the Corporation shall be issued to Halcyon Semiconductor Aktiengesellschaft as the sole stockholder of the Corporation, for an aggregate consideration of Ten Dollars ($10.00), representing payment of par value in respect of all such shares.

Section 10.3. Action by Written Consent. Any action required or permitted to be taken at any annual or special meeting of stockholders of the Corporation may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing, setting forth the action so taken, is or are signed by the sole stockholder of the Corporation. Such written consent shall have the same force and effect a

Section 11.1. Perpetual Existence. The Corporation shall have perpetual existence unless dissolved in accordance with the applicable provisions of the DGCL.

Section 11.2. Post-Merger Dissolution. Upon the consummation of the Merger (as described in Article III hereof) or, alternatively, upon the abandonment of the Merger in accordance with the terms and conditions of the Merger Agreement, the sole stockholder of the Corporation may elect to dissolve the Corporation in accordance with applicable provisions of the DGCL, including without limitation Section 275 thereof. Not