Contract analysis

1. Purpose and Background Calderwood & Harkness LLP ("C&H" or the "Firm") has been retained by Halcyon Semiconductor AG ("HSAG"), an Aktiengesellschaft organized under the laws of the Federal Republic of Germany with its registered office at Halcyon-Allee 12, 01099 Dresden, Saxony, Germany, and its wholly owned United States subsidiary, Halcyon Semiconductor Inc. ("HSI"), a corporation organized under the laws of the

2. Scope of Engagement 2.1 Overview of Covered Transactions Meridian's economic analyses will address three categories of controlled transactions between HSAG and HSI that require transfer pricing documentation and that are central to the bilateral APA application. Each category, together with a summary description, is set forth below. 2.1.1 Tangible Goods (Wafer/Die Sales) HSAG manufactures semiconductor wafers and

3. Staffing Meridian shall assign the following key personnel to the engagement: (a) Dr. Annika Breitner, Managing Director. Dr. Breitner shall serve as the lead economist for the engagement and shall have overall responsibility for the quality, accuracy, and timely delivery of all deliverables described in Section 2.2. Dr. Breitner shall serve as Meridian's primary signatory on all reports and shall be available for

4. Fees and Payment Terms 4.1 Fixed Fee In consideration for all services to be rendered and all deliverables to be provided under this engagement, C&H shall pay Meridian a fixed fee of €485,000 (four hundred eighty-five thousand euros) (the "Fixed Fee"). The Fixed Fee is inclusive of all professional fees, internal costs, overhead, database access and subscription fees (including, without limitation, the Clearpoint

5. Timeline and Milestones Meridian shall use commercially reasonable efforts to achieve the following milestones in accordance with the target dates specified below: Meridian acknowledges and understands the critical path nature of the engagement timeline. In particular, the June 20, 2025 deadline for final Deliverables 1, 2, and 3 is driven by C&H's target date of July 7, 2025 for the formal filing of the U.S. APA

6. Confidentiality 6.1 Confidential Information All information provided to Meridian by C&H, HSAG, HSI, or any of their respective affiliates (including, without limitation, Halcyon Semiconductor Japan K.K. and Halcyon Semiconductor (Shanghai) Co., Ltd.) in connection with this engagement, whether provided in writing, electronically, orally, or by any other means, shall be deemed confidential information (collectivel

7. Privilege and Work Product Protection Meridian acknowledges and agrees that its work under this engagement is being performed at the direction of, and under the supervision of, C&H in its capacity as legal counsel to HSAG and HSI. The deliverables and all other work product prepared by Meridian in connection with this engagement constitute materials prepared in anticipation of the APA process and in anticipation o

8. Independence and Conflicts Meridian represents and warrants that, as of the date of this Letter, it has no conflict of interest with respect to HSAG, HSI, or any of their affiliates, or with respect to any other party identified in connection with this engagement, including, without limitation: (a) Kettner Pflüger Rechtsanwälte (Dr. Tobias Kettner, partner; Friederike Lang, associate), German tax counsel to HSAG;

9. Coordination with Other Advisors Meridian shall coordinate its work with the following parties, as directed by C&H: (a) C&H Engagement Team. Meridian shall coordinate with C&H's engagement team, which consists of the following personnel: (i) Leonard Cross, Partner, Tax — responsible partner for the engagement; (ii) Sylvia Hartwell, Partner, Tax — billing partner; (iii) Leila Nazari, Senior Associate, Tax — primary

10. Representations and Warranties Meridian represents and warrants to C&H as follows: (a) Professional Qualifications. Meridian has the professional qualifications, technical expertise, and organizational resources necessary to perform the services described in this Letter to the standard of quality and within the timeframes contemplated herein. (b) Personnel Experience. Dr. Annika Breitner and Maximilian Voss posse

11. Limitation of Liability Meridian's aggregate liability to C&H under or in connection with this engagement, whether arising in contract, tort (including negligence), or otherwise, shall not exceed the total Fixed Fee of €485,000. This limitation of liability shall apply to all claims, losses, damages, costs, and expenses of any nature whatsoever, including but not limited to direct damages, indirect damages, conse

12. Term and Termination This engagement shall commence upon the execution of this Letter by both parties and shall continue until all deliverables described in Section 2.2 have been delivered to and accepted by C&H in their final form, unless earlier terminated in accordance with this Section 12. Either party may terminate this engagement for any reason or for no reason upon thirty (30) days' prior written notice to

13. Governing Law and Dispute Resolution This Engagement Letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to the conflict of laws principles thereof. Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the breach, termination, or validit

14. Miscellaneous 14.1 Entire Agreement. This Letter, together with its exhibits, constitutes the entire agreement between C&H and Meridian with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether written or oral, relating thereto. 14.2 Amendments. This Letter may not be amended, modified, or supplemented except by a writ