Contract analysis

I. Executive Summary This memorandum presents our analysis of the three principal intercompany agreements governing the controlled transactions between Halcyon Semiconductor AG ("HSAG") and its wholly owned US subsidiary, Halcyon Semiconductor Inc. ("HSI"). The purpose of this review is to assess the consistency of those agreements with (a) the proposed transfer pricing methods set forth in the bilateral Advance Pric

1. Master Intercompany Supply Agreement ("MISA") — effective January 1, 2019, as amended by the First Amendment effective July 1, 2022;

2. IP License Agreement ("IPLA") — effective January 1, 2019; and

3. Cost Sharing Arrangement ("CSA") — effective July 15, 2018, including the associated Platform Contribution Transaction agreement. Overall Conclusion. Each agreement contains provisions that are broadly consistent with the group's intercompany transfer pricing framework. However, several specific clauses require amendment to align with the APA-proposed methodologies, arm's-length ranges, and compliance mechanics. W

II. Background and Scope of Review A. Engagement Context Calderwood & Harkness LLP was engaged by HSAG and HSI to advise on and secure a bilateral APA between the IRS and the BZSt pursuant to the mutual agreement procedure ("MAP") under Article 25 of the Convention between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Re

1. Master Intercompany Supply Agreement, dated January 1, 2019, between HSAG and HSI, as amended by the First Amendment thereto, dated July 1, 2022;

2. IP License Agreement, dated January 1, 2019, between HSAG and HSI;

3. Qualified Cost Sharing Arrangement, dated July 15, 2018, between HSAG and HSI, including the Platform Contribution Transaction agreement executed contemporaneously therewith;

4. Ancillary documents, including intercompany invoicing procedures, intercompany settlement protocols (cash pooling instructions and netting schedules), and board resolutions of both HSAG's Vorstand and HSI's Board of Directors authorizing the execution of each agreement;

5. Functional analysis memoranda for HSI and HSAG, prepared by Calderwood & Harkness LLP;

6. Benchmarking studies (comparable company search reports, database documentation, and economic analyses) prepared by Meridian Economics GmbH (Dr. Annika Breitner, lead economist; Maximilian Voss, senior analyst), including the comparable company search for the CPM/TNMM analysis supporting the MISA and the comparable uncontrolled transaction analysis supporting the IPLA royalty rate;

7. Audited consolidated and standalone financial statements of HSAG and HSI for FY 2022, 2023, and 2024, as prepared by Gresham Whitfield LLP (audit engagement partners: Simon Cardwell, London, for the HSAG consolidated audit; Janet Okonkwo, Houston, for the HSI standalone audit);

8. Draft bilateral APA application materials prepared by Calderwood & Harkness LLP; and

9. Correspondence from Kettner Pflüger Rechtsanwälte regarding German law considerations applicable to the intercompany agreements. E. Coordination with German Counsel Kettner Pflüger Rechtsanwälte, with offices at Bockenheimer Landstraße 72, 60323 Frankfurt am Main, Germany, has been engaged to advise HSAG on the German-side documentation requirements under the AStG and the GAufzV and to coordinate the BZSt submissi

III. Master Intercompany Supply Agreement (MISA) A. Overview of Current Terms The MISA was executed on January 1, 2019, between HSAG (as seller and manufacturer) and HSI (as buyer and distributor). The agreement was subsequently amended by the First Amendment, effective July 1, 2022, which modified certain pricing and delivery terms as described further below. The MISA governs the sale of semiconductor wafers and sin

IV. IP License Agreement (IPLA) A. Overview of Current Terms The IPLA was executed on January 1, 2019, between HSAG (as licensor) and HSI (as licensee). Under the IPLA, HSAG grants HSI a non-exclusive, non-transferable license to use HSAG's proprietary semiconductor process technology, design libraries, and related intangibles (collectively, the "Licensed Intangibles") in connection with HSI's US distribution and des

V. Cost Sharing Arrangement (CSA) A. Overview of Current Terms The CSA was executed on July 15, 2018, between HSAG and HSI. The arrangement is structured as a Qualified Cost Sharing Arrangement ("QCSA") within the meaning of Treas. Reg. § 1.482-7 and governs the joint development of next-generation 2nm and sub-2nm semiconductor process technology. The CSA is accompanied by a Platform Contribution Transaction ("PCT")