Contract analysis

1. Purpose and Summary of Conclusion The purpose of this memorandum is to memorialize the results of a conflicts of interest check conducted in connection with the proposed new engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Halcyon Semiconductor AG ("HSAG") and its wholly owned United States subsidiary, Halcyon Semiconductor Inc. ("HSI," and together with HSAG, the "Clients"), for legal representati

2. Description of the Proposed Engagement 2.1 Client Identification The following entities have been identified as clients in connection with this engagement. Full identifying information is provided to facilitate current and future conflict checks and to ensure completeness of the Firm's records. Halcyon Semiconductor AG ("HSAG") HSAG is a corporation organized as an Aktiengesellschaft under the laws of the Federal

3. Parties and Third Parties Checked The following sections set forth all parties, entities, and individuals who were included in the conflict check, together with the results for each. 3.1 Clients. The following client entities and their affiliates were checked against C&H's conflict database: Calderwood & Harkness LLP has not previously represented HSAG, HSI, HSJ, or HSC in any capacity. No current or former client

4. Conflict Check Methodology The conflict check documented in this memorandum was conducted in accordance with C&H's standard conflict clearance procedures and the Firm's policies and guidelines regarding new matter intake and conflicts of interest. Date of Search: The conflict search was performed on February 3, 2025. Databases Searched: The search was conducted using C&H's proprietary conflict management system, I

5. Engagement Team Confirmation Each member of the proposed engagement team has individually confirmed that he or she has no personal conflict of interest, including any financial interest, familial relationship, prior employment, or other personal circumstance, that would preclude participation in this engagement or that would give rise to an actual or potential conflict of interest: Each team member has further con

6. Ethical Rules Considered The conflict analysis set forth in this memorandum was conducted with reference to the following ethical rules, regulatory requirements, and Firm policies: New York Rules of Professional Conduct. As C&H is a law firm organized and headquartered in New York, the Firm's conflict analysis is governed by the New York Rules of Professional Conduct, as adopted by the New York courts. The followi

7. Conclusion and Clearance Based on the comprehensive conflict search and analysis set forth in this memorandum, including a thorough review of all client entities, affiliated entities, client officers and key personnel, government authorities, co-counsel, subcontracted consultants and advisors, independent auditors, financial institutions, and data sources identified in connection with the proposed engagement, no c

8. Approvals Prepared by: ________________________________________ Leila Nazari Senior Associate, Tax Department Calderwood & Harkness LLP Date: February 3, 2025 Reviewed and Approved by: ________________________________________ Leonard Cross Partner, Tax Department (Responsible Partner) Calderwood & Harkness LLP Date: February 3, 2025 Reviewed and Approved by: ________________________________________ Sylvia Hartwell