Contract analysis

I. INTRODUCTION AND OVERVIEW This memorandum sets forth the review comments and mark-up of Calderwood & Harkness LLP ("C&H" or the "Firm") with respect to the Disclosure Schedules (the "Schedules") delivered by Vectris Photonics, Inc. ("Vectris" or the "Company") in connection with the Agreement and Plan of Merger (the "Merger Agreement"), dated as of August 10, 2023, by and among Halcyon Semiconductor Aktiengesellsc

II. SCHEDULE 3.1 — ORGANIZATION AND GOOD STANDING

II.A. Content of Schedule 3.1 as Delivered Schedule 3.1 to the Merger Agreement, as delivered in the Reviewed Version, discloses the following organizational information regarding Vectris and its subsidiaries: Vectris Photonics, Inc. Vectris Photonics, Inc. is a corporation organized and existing under the General Corporation Law of the State of Delaware (the "DGCL"). The Company's Delaware Division of Corporations f

1. Delaware (state of incorporation)

5. Massachusetts Subsidiaries. The Schedule lists the following direct or indirect subsidiaries of Vectris:

1. Vectris Photonics (Shanghai) Co., Ltd. — a wholly foreign-owned enterprise ("WFOE") organized under the laws of the People's Republic of China.

2. Vectris Photonics UK Limited — a private limited company organized under the laws of England and Wales.

3. Vectris Photonics GmbH — a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of the Federal Republic of Germany. No additional information is provided with respect to the subsidiaries, such as registration numbers, dates of incorporation, registered addresses, or current good standing status.

II.B. C&H Comments on Schedule 3.1 [C&H Comment — Medium] Colorado Qualification. Schedule 3.1 lists five jurisdictions of foreign qualification (Delaware, California, Texas, Oregon, and Massachusetts), but does not include Colorado. Our due diligence review of documents in the corporate folder of the Vectris data room reveals that Vectris has maintained leased office space in Boulder, Colorado, which serves as a res

III. SCHEDULE 3.4 — CAPITALIZATION

III.A. Content of Schedule 3.4 as Delivered Schedule 3.4 to the Merger Agreement, as delivered in the Reviewed Version, discloses the following information regarding the capitalization of Vectris: Authorized Capital Stock. The Company's Amended and Restated Certificate of Incorporation authorizes the issuance of (a) 100,000,000 shares of Common Stock, par value $0.001 per share (the "Common Stock"), and (b) 10,000,00

III.B. C&H Comments on Schedule 3.4 [C&H Comment — Critical] Reconciliation of Fully Diluted Share Count — Clearwater Zanthor Warrant. The fully diluted share count set forth in Schedule 3.4 is 58,394,160 shares, calculated as the sum of 51,200,000 shares of issued and outstanding Common Stock plus 7,194,160 in-the-money options and RSUs. However, the Schedule also separately lists the Clearwater Zanthor Warrant for

IV.A. Content of Schedule 3.8 as Delivered Schedule 3.8 to the Merger Agreement, as delivered in the Reviewed Version, discloses the following pending and threatened legal proceedings involving Vectris: Pending Matters: 1. *Rayfield Technologies LLC v. Vectris Photonics, Inc., Case No. 3:22-cv-01987-JSW, United States District Court, Northern District of California. Filed March 2022. Rayfield Technologies LLC ("Rayfi

4. On July 15, 2023, Vectris received a demand letter from Quelston, Tarkington & Hale LLP, counsel to Luminos Integrated Circuits, Inc. ("Luminos"), alleging that a former Luminos engineer hired by Vectris in 2022 misappropriated Luminos trade secrets relating to certain RF integrated circuit design methodologies, and that Vectris has utilized such misappropriated trade secrets in the development of its products. No

IV.B. C&H Comments on Schedule 3.8 [C&H Comment — Critical] Rayfield Technologies — Preliminary Injunction Motion. The disclosure regarding the Rayfield Technologies patent infringement action is materially incomplete. Our independent review of the public court docket for Case No. 3:22-cv-01987-JSW reveals that Rayfield filed a Motion for Preliminary Injunction on June 14, 2023 (Dkt. No. 87), seeking to enjoin Vectri

V. SCHEDULE 3.10 — INTELLECTUAL PROPERTY

V.A. Content of Schedule 3.10 as Delivered Schedule 3.10 to the Merger Agreement, as delivered in the Reviewed Version, discloses the following information regarding the intellectual property assets of Vectris: Part (a) — Owned intellectual Property. Vectris owns the following categories of intellectual property: • Patents: 187 issued U.S. patents and 43 pending U.S. patent applications. The Schedule provides patent

1. Stanford University License. Non-exclusive license from the Stanford University Office of Technology Licensing ("Stanford OTL") to foundational silicon photonics patents arising from Dr. Anand Raghavan's doctoral research at Stanford. The license provides for an annual royalty of $175,000 and expires in 2029. The license is non-exclusive, meaning Stanford retains the right to license the same patents to other part

2. Ardent Semiconductor Cross-License. Mutual non-exclusive cross-license agreement with Ardent Semiconductor Corp. ("Ardent") covering RF and mixed-signal integrated circuit patents. No royalties are payable by either party. The cross-license is perpetual.

3. Cascadia Optical Systems Exclusive License. Exclusive license from Cascadia Optical Systems, Inc. ("Cascadia") to certain waveguide coupling patents. Vectris paid an upfront license fee of $2,500,000 in 2020 and pays an ongoing royalty of 1.5% on net sales of products incorporating the licensed technology. The license term extends through 2031.

4. Four additional non-exclusive technology licenses with various vendors (details provided in the Schedule). Part (c) — Licensed-Out intellectual Property. The Schedule lists three (3) outbound license agreements pursuant to which Vectris has granted rights to its intellectual property to third parties. The most significant of these is a license to Meridian Datacom Ltd. (which the Schedule notes is unrelated to Meri

V.B. C&H Comments on Schedule 3.10 [C&H Comment — Critical] Missing Exhibit A — Complete Patent and Application List. Schedule 3.10, Part (a) states that the complete list of Vectris's 187 issued U.S. patents and 43 pending U.S. patent applications is set forth in "Exhibit A" to the Schedule. However, Exhibit A was not included in the Schedules delivered by WPL on August 7, 2023. This is a material omission that must

VI. SCHEDULE 3.14 — MATERIAL CONTRACTS

VI.A. Content of Schedule 3.14 as Delivered Schedule 3.14 to the Merger Agreement, as delivered in the Reviewed Version, lists the following categories of material contracts to which Vectris is a party:

1. Customer Contracts. The Schedule identifies agreements with three of the top five U.S. hyperscale cloud infrastructure operators, referred to by code name as "Cloud Customer A," "Cloud Customer B," and "Cloud Customer C." Aggregate revenue from these three customers for FY2022 represented approximately 68% of Vectris's total FY2022 revenue ($312 million × 68% ≈ $212 million). Each agreement is on multi-year terms

2. Supply/Foundry Agreements. The Schedule lists two third-party foundry agreements for semiconductor wafer fabrication, consistent with Vectris's fabless business model. One agreement is with a Taiwanese foundry, and the other is with a Singapore-based foundry. Each agreement includes minimum volume commitments.

3. License Agreements. The Schedule cross-references Schedule 3.10 for a complete listing of intellectual property license agreements.

4. Employment Agreements. The Schedule lists executive employment agreements with the following individuals: (a) Dr. Anand Raghavan — Founder, Chief Executive Officer, and Chairman of the Board; (b) Margaret Sørensen — Chief Technology Officer; (c) Julian Tate — Chief Financial Officer; (d) Rebecca Lau — General Counsel and Corporate Secretary. Each employment agreement includes change-of-control provisions providing

5. Lease Agreements. The Schedule lists the following real property leases: (a) San Jose, CA — 4750 Ridgepoint Drive, Suite 300 (corporate headquarters); (b) Boulder, CO — R&D laboratory facility; (c) Austin, TX — design center.

6. Investor Rights Agreement. The Schedule lists the Amended and Restated Investor Rights Agreement, dated as of 2019, among Vectris, Granite Peak Ventures Fund IV, L.P., Nordhaven Capital Partners III, L.P., Stonebridge Institutional Investors, L.P., and other stockholders party thereto. The agreement includes registration rights, information rights, and board designation rights, specifically: • Granite Peak Venture

7. Other Agreements. The Schedule lists non-disclosure agreements with "key partners" and states that standard vendor agreements below the materiality threshold have not been individually listed.

VI.B. C&H Comments on Schedule 3.14 [C&H Comment — Critical] Hyperscale Cloud Customer Agreements — Identity and Key Terms. The three hyperscale cloud customer agreements represent the core of Vectris's business, accounting for approximately 68% of FY2022 revenue (approximately $212 million). The Schedule identifies these customers by code name only — "Cloud Customer A," "Cloud Customer B," and "Cloud Customer C." Wh

VII. ADDITIONAL SCHEDULES REVIEWED

VII.A. Schedule 3.5 — Financial Statements Schedule 3.5 lists the following financial statements of Vectris delivered in connection with the Merger Agreement: (a) audited consolidated financial statements for the fiscal years ended December 31, 2020, December 31, 2021, and December 31, 2022 (collectively, the "Annual Financial Statements"); and (b) unaudited interim consolidated financial statements for the quarterly