Contract analysis

Section 1.1 Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Termination Agreement and Mutual Release, including all exhibits and schedules attached hereto, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with Section 10.6. "Ancillary Agreements" means, collectively, the Support Agreement, the

Section 1.2 Merger Agreement Definitions. All capitalized terms used in this Agreement and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. In the event of any conflict between the definitions set forth in this Agreement and those set forth in the Merger Agreement, the definitions set forth in this Agreement shall control.

ARTICLE II TERMINATION OF MERGER AGREEMENT AND ANCILLARY AGREEMENTS

Section 2.1 Termination of the Merger Agreement. (a) The Parties hereby confirm and acknowledge that the Merger Agreement is terminated effective as of the Effective Date, pursuant to Section 8.1(d) thereof (the "Antitrust Termination Right"), as a result of the failure to obtain the required antitrust approvals from the DOJ and the European Commission and Halcyon's determination that such approvals cannot reasonably

Section 2.2 Termination of Support Agreement. (a) The Voting and Support Agreement, dated as of August 10, 2023, by and among Halcyon, Dr. Anand Raghavan, Granite Peak Ventures Fund IV, L.P., and Nordhaven Capital Partners III, L.P. is hereby terminated in its entirety as of the Effective Date. From and after the Effective Date, the Support Agreement shall have no further force or effect, and each party thereto is he

Section 2.3 Termination of Escrow Agreement. (a) The Escrow Agreement, dated as of August 10, 2023, by and among Halcyon, Vectris, and Ironclad National Bank, N.A. (the "Escrow Agent"), with Thomas Hargreaves serving as the designated escrow officer, is hereby terminated as of the Effective Date. From and after the Effective Date, the Escrow Agreement shall have no further force or effect, and each party thereto is r

Section 2.4 Termination of Other Ancillary Agreements. All other Ancillary Agreements entered into by any of the Parties or their affiliates in connection with the Merger Agreement or the transactions contemplated thereby are hereby terminated as of the Effective Date and shall have no further force or effect from and after the Effective Date, except to the extent otherwise expressly provided herein or in such Ancill

ARTICLE III SURVIVING OBLIGATIONS

Section 3.1 Identification of Surviving Provisions. Notwithstanding the termination of the Merger Agreement pursuant to Section 2.1 hereof, the following provisions of the Merger Agreement shall survive such termination and shall continue in full force and effect in accordance with their respective terms (collectively, the "Surviving Obligations"): (a) Section 6.5 (Confidentiality). The confidentiality obligations of

Section 3.2 Return and Destruction of Confidential Information. (a) Within thirty (30) days following the Effective Date, each Party shall, at the election of the disclosing Party (such election to be communicated in writing within ten (10) days following the Effective Date), either (i) return to the disclosing Party, or (ii) destroy, all confidential information of the disclosing Party that was received by the recei

Section 3.3 Regulatory Cooperation. (a) Halcyon shall, at its own cost and expense, take all steps necessary or advisable to withdraw (or cause to be withdrawn) the EUMR Form CO notification (Case M.11247) filed with the European Commission on August 25, 2023, and to cooperate with the European Commission in connection with the administrative closure of the Phase II investigation. Halcyon shall keep Vectris reasonabl

Section 4.1 Release by Halcyon and Merger Sub. (a) Effective as of the Effective Date, Halcyon and Merger Sub, on behalf of themselves and each of their respective affiliates, subsidiaries, parent companies, successors, assigns, officers, directors (including, in the case of Halcyon, the members of the Vorstand and the Aufsichtsrat), employees, agents, attorneys, advisors, and representatives (collectively, the "Halc

Section 4.2 Release by Vectris. (a) Effective as of the Effective Date, Vectris, on behalf of itself and each of its affiliates, subsidiaries, successors, assigns, officers, directors, employees, stockholders, agents, attorneys, advisors, and representatives, and each of their respective heirs, executors, administrators, successors, and assigns (collectively, the "Vectris Releasors"), hereby irrevocably and unconditi

Section 4.3 Waiver of Unknown Claims. (a) Each Party acknowledges that it may discover facts in addition to or different from those it now knows or believes to be true with respect to the subject matter of the Released Claims, and each Party agrees that this release shall be and remain in full force and effect in all respects notwithstanding such discovery or the existence of any such different or additional facts. E

Section 4.4 No Admission. This Agreement, including the mutual releases set forth in this Article IV, does not constitute and shall not be construed or deemed to constitute an admission of liability, wrongdoing, fault, or responsibility by any Party, or by any Halcyon Releasee or Vectris Releasee, with respect to any matter released or addressed herein. Each Party expressly denies any liability, wrongdoing, or fault,

ARTICLE V REVERSE BREAK-UP FEE

Section 5.1 Payment Obligation. (a) In accordance with Section 8.3(b) of the Merger Agreement and as contemplated by Recital E, Halcyon shall pay to Vectris the Reverse Break-Up Fee in the amount of Twenty-Eight Million Dollars ($28,000,000) by wire transfer of immediately available funds in United States dollars to an account designated by Vectris, no later than the Reverse Break-Up Fee Payment Date (December 15, 20

Section 5.2 Sole and Exclusive Remedy. (a) The Parties acknowledge and agree that the payment of the Reverse Break-Up Fee, together with the mutual releases set forth in Article IV, constitutes the sole and exclusive remedy of Vectris, its affiliates, and the Vectris Releasors against Halcyon, Merger Sub, and their respective affiliates with respect to the termination of the Merger Agreement pursuant to Section 8.1(d

Section 5.3 Late Payment. If Halcyon fails to pay the Reverse Break-Up Fee in full by the Reverse Break-Up Fee Payment Date, interest shall accrue on the unpaid amount at a rate per annum equal to the prime rate as published in The Wall Street Journal on the Reverse Break-Up Fee Payment Date (or, if The Wall Street Journal does not publish on such date, on the next succeeding date on which it does publish) plus two p

Section 5.4 Expense Obligations. (a) Except as otherwise expressly provided in this Agreement, each Party shall bear its own costs, fees, and expenses (including attorneys' fees, accountants' fees, financial advisory fees, and all other professional fees and expenses) incurred in connection with the Merger Agreement, the Ancillary Agreements, the transactions contemplated thereby, the regulatory proceedings described

ARTICLE VI DISSOLUTION OF MERGER SUB

Section 6.1 Dissolution of Halcyon Acquisition Sub, Inc. (a) Halcyon shall cause Halcyon Acquisition Sub, Inc. (Delaware Secretary of State File No. 7634291) to be dissolved and its Certificate of Incorporation to be cancelled in accordance with the provisions of Sections 275 and 276 of the DGCL within sixty (60) days following the Effective Date. (b) Markus Ellinger, in his capacity as the sole director of Merger Su

Section 6.2 Tax Matters. Halcyon shall be solely responsible for the preparation and timely filing of all final federal, state, and local tax returns of Merger Sub (including any short-period returns), and for the payment of any taxes, assessments, or other governmental charges due and owing by Merger Sub in connection with or arising from its formation, existence, or dissolution. Vectris shall have no liability or o

ARTICLE VII REPRESENTATIONS AND WARRANTIES

Section 7.1 Mutual Representations. Each Party hereby represents and warrants to each of the other Parties, as of the Effective Date, as follows: (a) Organization and Good Standing. Such Party is duly organized, validly existing, and in good standing (or, in the case of Halcyon, in active status with the Munich commercial register) under the laws of its jurisdiction of organization, and has all necessary organization

ARTICLE VIII ADDITIONAL COVENANTS

Section 8.1 Public Announcements. (a) No Party shall issue any press release, public announcement, or other public statement relating to the existence or terms of this Agreement, the termination of the Merger Agreement, or any of the transactions contemplated hereby, without the prior written consent of the other Parties (which consent shall not be unreasonably withheld, conditioned, or delayed), except to the extent

Section 8.2 Non-Disparagement. (a) Consistent with Section 6.8 of the Merger Agreement, which shall survive as a Surviving Obligation, for a period of two (2) years following the Effective Date (i.e., until November 30, 2025), no Party shall, and each Party shall use commercially reasonable efforts to cause its directors, officers, and authorized spokespersons not to, directly or indirectly, make or cause to be made

Section 8.3 Regulatory Filings. (a) Halcyon shall promptly, and in any event within thirty (30) days following the Effective Date, withdraw (or cause to be withdrawn) the Form CO notification (Case M.11247) filed with the European Commission on August 25, 2023, and shall take such other actions as may be necessary or appropriate to terminate the Phase II investigation by the European Commission in connection with the

Section 8.4 Commitment Letter Termination. Halcyon acknowledges and confirms that it is separately and independently terminating that certain commitment letter, dated as of August 8, 2023 (the "Commitment Letter"), pursuant to which Meridian Atlantic Bank, N.A. (as administrative agent and lead arranger) committed to provide a $500,000,000 senior secured term loan facility to finance a portion of the aggregate merger

Section 8.5 Representations and Warranties Insurance. The Parties acknowledge that the representations and warranties insurance policy that was to be obtained in connection with the Merger, which was to be brokered by Atlas Transactional Insurance Group, Inc. and underwritten by Pinnacle Specialty Underwriters, Ltd. (with a policy limit of $120,000,000), was not bound prior to the closing of the Merger. Accordingly,

Section 8.6 No Further Solicitation. Nothing in this Agreement, the Merger Agreement, or any Ancillary Agreement shall be deemed to restrict, limit, or otherwise impair the ability of Vectris to pursue, solicit, negotiate, enter into, or consummate any alternative transaction (including any merger, acquisition, business combination, joint venture, strategic alliance, or sale or disposition of assets or equity interes

Section 9.1 Pre-Termination Breach. (a) Notwithstanding the mutual releases set forth in Article IV and the sole and exclusive remedy provision set forth in Section 5.2, each Party shall remain liable for, and shall indemnify and hold harmless the other Parties and their respective affiliates, officers, directors, employees, agents, and representatives from and against, any and all damages, losses, liabilities, costs

Section 9.2 Indemnification for Third-Party Claims. (a) Each Party (in such capacity, the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Parties and their respective affiliates, officers, directors, employees, agents, and representatives (each, an "Indemnified Party") from and against any and all damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and ex

Section 10.1 Governing Law. This Agreement and all disputes, claims, or controversies arising out of, relating to, or in connection with this Agreement (including the interpretation, validity, enforceability, or breach thereof) shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaw

Section 10.2 Jurisdiction; Venue. (a) Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of (i) the Court of Chancery of the State of Delaware, or (ii) if the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, the Superior Court of the State of Delaware (Complex Commercial Litigation Division), or (iii) if neither of such courts accepts j

Section 10.3 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMI

Section 10.4 Notices. All notices, requests, claims, demands, consents, waivers, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt), (b) when sent by email (with confirmation of transmission and no "bounce-back" or similar error notification), or (c) one (1) business day

Section 10.5 Entire Agreement. This Agreement, together with the Surviving Obligations of the Merger Agreement (as identified in Section 3.1 hereof) and the Ancillary Agreements (to the extent expressly surviving in accordance with their terms or the terms of this Agreement), constitutes the entire agreement among the Parties with respect to the subject matter hereof and thereof, and supersedes all prior and contempo

Section 10.6 Amendment and Waiver. (a) This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by all Parties. (b) No waiver by any Party of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party granting such waiver. No failure or delay by any Party in exercising any right, power, or privilege hereunder shall o

Section 10.7 Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other governmental authority to be invalid, void, illegal, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the eco

Section 10.8 Successors and Assigns. (a) This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. (b) No Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of each of the other Parties, and any purported assignment, delegation, or transfer without such

Section 10.9 Third-Party Beneficiaries. (a) This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns. Except as expressly provided in Section 10.9(b), nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reaso

Section 10.10 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail in portable document format (.pdf), or by any other electronic means intended to preserve the original graphic and pictorial

Section 10.11 Specific Performance. (a) The Parties acknowledge and agree that irreparable damage would occur if any of the provisions of this Agreement (including the Surviving Obligations and the obligation to pay the Reverse Break-Up Fee) were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages, even if available, would not be an adequate remedy therefor. (b)

Section 10.12 Fees and Expenses. Except as otherwise expressly provided in this Agreement (including Section 3.3(b) and Section 5.4), each Party shall bear its own attorneys' fees, costs, and expenses incurred in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement. [Remainder of this page intentionally left blank. Signature pages follow.] IN WITNESS WHEREOF, the Partie