Contract analysis

Section 1.1 Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Business Day" means any day other than a Saturday, a Sunday, or any other day on which commercial banks in the City of New York, New York are authorized or required by applicable law or regulation to close. "Closing" has the meaning ascribed to such term in the Merger Agreement and refers to the closing

Section 1.2 Incorporation of Merger Agreement Definitions Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement. To the extent that a term is defined both in this Agreement and in the Merger Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement.

Section 1.3 Construction Unless the context otherwise requires: (a) references to "Articles," "Sections," "Exhibits," and "Schedules" are to Articles, Sections, Exhibits, and Schedules of and to this Agreement; (b) words in the singular include the plural, and words in the plural include the singular; (c) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement;

ARTICLE II — ESTABLISHMENT OF ESCROW

Section 2.1 Appointment of Escrow Agent The Buyer and the Seller Representative hereby appoint Ironclad National Bank, N.A. as escrow agent under this Agreement, and the Escrow Agent hereby accepts such appointment and agrees to hold, invest, and distribute the Escrow Fund upon the terms and conditions set forth herein. The Escrow Agent undertakes to perform only those duties as are specifically set forth in this Agr

Section 2.2 Deposit of Escrow Amount (a) On the Closing Date, the Buyer shall cause to be deposited with the Escrow Agent, by wire transfer of immediately available funds in United States dollars, the Escrow Amount of Forty Million Dollars ($40,000,000) into the Escrow Account in accordance with the wire transfer instructions set forth in Exhibit D attached hereto. (b) The Escrow Amount shall be funded from the Aggre

Section 2.3 Escrow Account (a) The Escrow Agent shall hold the Escrow Fund in a segregated escrow account maintained at Ironclad National Bank, N.A., which shall be separate and distinct from the Escrow Agent's own funds and from the funds of any other person or entity. The Escrow Account shall be titled as follows: "Ironclad National Bank, N.A., as Escrow Agent for Halcyon Semiconductor AG / Vectris Photonics, Inc.

Section 2.4 Investment of Escrow Fund (a) Unless otherwise directed by Joint Written Instruction delivered to the Escrow Agent, the Escrow Agent shall invest and reinvest the Escrow Fund in one or more of the following investments (collectively, "Permitted Investments"): (i) Direct obligations of the United States of America, or obligations the principal of and interest on which are unconditionally guaranteed by the

Section 2.5 Tax Matters (a) The Buyer and the Seller Representative agree that, for U.S. federal (and, to the extent applicable, state and local) income tax purposes, the former stockholders of Vectris shall be treated as the owners of the Escrow Fund from and after the Closing Date, and all interest, dividends, and other income earned on the Escrow Fund shall be allocated to, and reported as income of, the former st

ARTICLE III — ESCROW CLAIMS AND DISTRIBUTIONS

Section 3.1 Escrow Claims by Buyer (a) At any time during the Escrow Period (and, with respect to Pending Claims, until the final resolution thereof), the Buyer may submit an Escrow Claim to the Escrow Agent and the Seller Representative by delivering a written notice in substantially the form attached hereto as Exhibit B (an "Escrow Claim Notice"), which Escrow Claim Notice shall: (i) describe in reasonable detail t

Section 3.2 Response Period (a) The Seller Representative shall have thirty (30) days after receipt of an Escrow Claim Notice (the "Response Period") to deliver a written response (a "Response") to the Buyer and the Escrow Agent, which Response shall either: (i) accept the Escrow Claim in its entirety, in which case the Response shall constitute authorization for the Escrow Agent to make the distribution contemplated

Section 3.3 Payment of Undisputed Claims (a) Upon receipt by the Escrow Agent of (i) a Joint Written Instruction directing the Escrow Agent to make a payment from the Escrow Fund to the Buyer, or (ii) evidence satisfactory to the Escrow Agent that an Escrow Claim has been accepted (whether by an express Response pursuant to Section 3.2(a)(i) or Section 3.2(a)(ii), or by deemed acceptance pursuant to Section 3.2(b)):

Section 3.4 Resolution of Disputed Claims In the event that the Seller Representative delivers a Dispute Notice with respect to all or any portion of an Escrow Claim, the following procedures shall apply: (a) Good Faith Negotiations. The Buyer and the Seller Representative shall attempt in good faith to resolve the dispute within thirty (30) days following the date on which the Escrow Agent receives the Dispute Notic

Section 3.5 Limitation on Escrow Claims (a) The aggregate amount of all Escrow Claims paid from the Escrow Fund shall not exceed the balance of the Escrow Fund at the time of distribution (i.e., the Escrow Amount as adjusted for earnings thereon and prior distributions therefrom). (b) For the avoidance of doubt, the Escrow Fund does not constitute the maximum limit of the Buyer's indemnification rights under the Merg

ARTICLE IV — TERMINATION AND FINAL DISTRIBUTION

Section 4.1 Escrow Termination Date The Escrow Period shall expire on the date that is eighteen (18) months after the Closing Date (the "Escrow Termination Date"). The Buyer shall notify the Escrow Agent and the Seller Representative in writing of the Closing Date within two (2) Business Days following the Closing. The Escrow Agent shall calculate the Escrow Termination Date based on such notification and shall confi

Section 4.2 Extension for Pending Claims (a) If, as of the Escrow Termination Date, there are one or more Pending Claims that have not been finally resolved, the Escrow Agent shall retain in the Escrow Fund an amount equal to the aggregate amount of all such Pending Claims (or, to the extent the amount of any such Pending Claim is based on a good faith estimate, the aggregate of such estimates) (the "Pending Claims R

Section 4.3 Final Distribution (a) Promptly (and in any event within five (5) Business Days) following the final resolution of all Pending Claims (whether by Joint Written Instruction, deemed acceptance, or final, non-appealable court order), the Escrow Agent shall: (i) distribute to the Buyer the portion of the Pending Claims Reserve attributable to Pending Claims that have been resolved in favor of the Buyer (wheth

Section 4.4 Termination of Agreement This Agreement shall terminate and be of no further force or effect upon the distribution of the entire Escrow Fund in accordance with the terms of this Agreement; provided, however, that Article V (Escrow Agent), Article VI (Indemnification of Escrow Agent), and Article VII (Miscellaneous) shall survive the termination of this Agreement and shall continue in full force and effect

Section 5.1 Duties and Responsibilities (a) The Escrow Agent's duties and obligations under this Agreement are limited solely to those expressly set forth in this Agreement, and the Escrow Agent shall not be subject to, or bound by, any other agreement between or among any of the other Parties, including the Merger Agreement, whether or not the Escrow Agent has knowledge thereof. The Escrow Agent acts as a stakeholde

Section 5.2 Reliance (a) The Escrow Agent may rely, and shall be fully protected in acting or refraining from acting, upon any notice, instruction, certificate, statement, request, consent, agreement, or other document or instrument believed by it in good faith to be genuine and to have been signed, executed, or presented by the proper person or persons. The Escrow Agent shall have no duty to make any inquiry or inve

Section 5.3 Limitation of Liability (a) The Escrow Agent shall not be liable for any loss, liability, cost, or expense, including attorneys' fees, arising from or in connection with the performance or non-performance of its duties under this Agreement, except to the extent that such loss, liability, cost, or expense is directly caused by the Escrow Agent's own gross negligence, willful misconduct, or bad faith, in ea

Section 5.4 Resignation and Removal (a) The Escrow Agent may resign and be discharged from its duties and obligations under this Agreement at any time by giving not less than thirty (30) days' prior written notice of such resignation to the Buyer and the Seller Representative. Such resignation shall take effect on the date specified in such notice or, if no date is specified, on the thirtieth (30th) day following rec

Section 5.5 Compensation of Escrow Agent (a) The Buyer shall pay the Escrow Agent's fees for its services under this Agreement in accordance with the fee schedule attached hereto as Exhibit A, which fees shall be paid by the Buyer promptly upon invoice. In addition, the Buyer shall reimburse the Escrow Agent for all reasonable and documented out-of-pocket expenses incurred by the Escrow Agent in the performance of it

Section 5.6 Interpleader In the event of any disagreement or dispute between the Buyer and the Seller Representative (or any other person) resulting in adverse claims to or demands upon the Escrow Fund, or in the event that the Escrow Agent is uncertain as to how to proceed under this Agreement, the Escrow Agent shall be entitled, at its sole option, to (a) refuse to comply with any claims or demands on it and contin

ARTICLE VI — INDEMNIFICATION OF ESCROW AGENT

Section 6.1 Indemnification (a) The Buyer, on the one hand, and the Seller Representative (acting on behalf of the former stockholders of Vectris), on the other hand (collectively, the "Indemnifying Parties"), jointly and severally, shall indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, agents, successors, and assigns (each, an "Escrow Agent Indemnified Party") from and ag

Section 7.1 Notices (a) All notices, requests, demands, consents, instructions, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered in person, (ii) sent by a nationally recognized overnight courier service (with proof of delivery), or (iii) sent by email (with confirmation of receipt and with an original copy

Section 7.2 Amendments This Agreement may not be amended, modified, supplemented, or otherwise changed except by a written instrument duly executed and delivered by the Buyer, the Seller Representative, and the Escrow Agent. No oral modification or waiver of any provision of this Agreement shall be effective for any purpose.

Section 7.3 Assignment No Party may assign, transfer, or delegate its rights or obligations under this Agreement without the prior written consent of the other Parties, and any attempted assignment without such consent shall be null and void; provided, however, that the Buyer may assign its rights (but not its obligations) under this Agreement to any wholly owned subsidiary of Halcyon without the consent of the Selle

Section 7.4 Entire Agreement This Agreement, together with the Merger Agreement and the exhibits and schedules hereto and thereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, representations, and warranties, whether written or oral, with respect to such subject matter. For the avoidance of doubt, the Es

Section 7.5 Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and the remaining provisions of this Agreement shall continue in full force and effect. To the extent permitted by applicable law, the Parties hereby waive any prov

Section 7.6 Waiver No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument duly executed and delivered by the Party granting such waiver. No failure or delay by any Party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exerci

Section 7.7 Counterparts; Electronic Execution This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Execution and delivery of this Agreement by exchange of facsimile or electronic copies bearing the facsimile or electronic signature of a Party shall constitute a valid and binding execution

Section 7.8 Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 7.9 Jurisdiction and Venue Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (and, to the extent such court declines to accept jurisdiction, the Superior Court of the State of Delaware and the United States District Court for the District of Delaware) for the purpose of any action, suit, or proceeding arising out of or rel

Section 7.10 Waiver of Jury Trial EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT, OR PROCEEDING, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. EACH PARTY CE

Section 7.11 Third-Party Beneficiaries The former stockholders of Vectris (for whose benefit the Seller Representative acts under this Agreement and the Merger Agreement) are intended third-party beneficiaries of this Agreement and shall have the right to enforce the provisions of this Agreement that are for their benefit through the Seller Representative. Except as expressly set forth in this Section 7.11, this Agre

Section 7.12 Relationship to Merger Agreement In the event of any conflict or inconsistency between the terms and provisions of this Agreement and the terms and provisions of the Merger Agreement with respect to the establishment, administration, investment, or distribution of the Escrow Fund, the terms and provisions of this Agreement shall control and govern. In all other respects, the Merger Agreement shall contro

Section 7.13 Headings The section headings, article headings, and captions contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement or any provision hereof. [Signature Pages Follow] IN WITNESS WHEREOF, each of the undersigned has caused this Escrow Agreement to be duly executed and delivered as of the date first written above. HALC

1. Description of Losses. [Describe in reasonable detail the nature and factual basis of the Losses for which the Buyer seeks indemnification from the Escrow Fund.]

2. Amount Claimed. The Buyer claims Losses in the amount of $[__] [or, if the amount is not then determinable: The Buyer's good faith estimate of the anticipated Losses is $[__]. This estimate is preliminary and subject to revision.]

3. Merger Agreement Provisions. The Escrow Claim is based upon a breach of the following representations, warranties, covenants, or agreements in the Merger Agreement: [Identify specific sections of the Merger Agreement that form the basis for the claim.]

4. Supporting Documentation. [Attach or reference any supporting documentation, if available.]

5. Wire Instructions. The Buyer requests that any amount payable in respect of this Escrow Claim be distributed by wire transfer of immediately available funds in accordance with the wire instructions set forth in Exhibit D to the Escrow Agreement [or as follows: [Insert updated wire instructions, if applicable]]. The Seller Representative is hereby notified that, pursuant to Section 3.2 of the Escrow Agreement, the

I. Wire Instructions for the Initial Deposit of the Escrow Amount to the Escrow Account Bank: Ironclad National Bank, N.A. ABA/Routing No.: [To be completed prior to Closing] Account Name: Ironclad National Bank, N.A., as Escrow Agent for Halcyon Semiconductor AG / Vectris Photonics, Inc. Merger Escrow Account No.: [To be completed prior to Closing] Reference: Halcyon / Vectris Merger Escrow — Initial Deposit SWIFT C

II. Wire Instructions for Payments to the Buyer Bank: [To be completed by the Buyer prior to Closing] ABA/Routing No.: [To be completed by the Buyer prior to Closing] Account Name: Halcyon Semiconductor Aktiengesellschaft Account No.: [To be completed by the Buyer prior to Closing] Reference: Halcyon / Vectris Merger Escrow — Distribution to Buyer SWIFT Code (for international transfers): [To be completed by the Buye

III. Wire Instructions for Payments to the Seller Representative (for Distribution to Former Vectris Stockholders) Bank: [To be completed by the Seller Representative prior to Closing] ABA/Routing No.: [To be completed by the Seller Representative prior to Closing] Account Name: Vectris Photonics, Inc. — Stockholder Distribution Account Account No.: [To be completed by the Seller Representative prior to Closing] Refe