1032-00001 · Client 1032 · Engagement

engagement-letter-halcyon.docx DOCUMENT Antitrust

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CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

CALDERWOOD & HARKNESS LLP Counselors at Law

1301 Avenue of the Americas, 35th Floor New York, New York 10019 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

April 18, 2023

VIA EMAIL AND INTERNATIONAL COURIER

Katrin Schreiber, Esq. General Counsel Halcyon Semiconductor AG Ludwigstraße 27 80539 Munich, Bavaria Germany

Priya Nagarajan, Esq. U.S. Deputy General Counsel Halcyon Semiconductor Americas Inc. 4500 Great America Parkway, Suite 300 Santa Clara, California 95054

Re: Engagement of Calderwood & Harkness LLP — Defense of Halcyon Semiconductor Americas Inc. in State of Oregon v. Halcyon Semiconductor Americas Inc., Case No. 23CV-18274, Circuit Court of the State of Oregon for the County of Multnomah

C&H Matter Number: 1032-00001

Dear Ms. Schreiber and Ms. Nagarajan:

We are writing to confirm the terms and conditions under which Calderwood & Harkness LLP will represent Halcyon Semiconductor AG and its wholly owned U.S. subsidiary, Halcyon Semiconductor Americas Inc., in connection with the above-referenced matter. This engagement letter (together with the enclosed Standard Terms and Conditions of Engagement, which are incorporated herein by reference) sets forth the material terms of our engagement and the mutual understandings of the parties regarding the scope, staffing, fees, and other aspects of the representation. We ask that you review this letter carefully and, if its terms are acceptable, countersign where indicated at the conclusion of this letter and return a copy to our offices.

1. Engagement and Scope of Representation

Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") is pleased to confirm its engagement by Halcyon Semiconductor AG ("Halcyon," "HSAG," or the "Company") and its wholly owned U.S. subsidiary, Halcyon Semiconductor Americas Inc. ("Halcyon Americas," and together with Halcyon, the "Clients"), to serve as lead defense counsel in the matter described below.

The Firm will represent Halcyon Americas as defendant in the civil enforcement action filed on April 17, 2023, by the State of Oregon, by and through Attorney General Diane Calloway, in the Circuit Court of the State of Oregon for the County of Multnomah, captioned State of Oregon v. Halcyon Semiconductor Americas Inc., Case No. 23CV-18274 (the "Action"). The Action is a civil enforcement proceeding brought under the Oregon antitrust statutes, specifically Oregon Revised Statutes Sections 646.730 and 646.775, challenging Halcyon's consummated acquisition of Meridian Photonics Inc. ("Meridian") as allegedly substantially lessening competition in the co-packaged optics transceiver market in the State of Oregon and in interstate commerce.

By way of background, and as relevant to the scope of this engagement, Halcyon, acting through Halcyon Americas, closed the acquisition of 100% of the outstanding shares of Meridian Photonics Inc. on January 31, 2023, for a purchase price of approximately $2.15 billion in cash. Prior to closing, the transaction was subject to review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The filing was made with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, and early termination of the HSR Act waiting period was granted on November 14, 2022 (HSR File No. 20221003-1847). Neither the FTC nor the DOJ issued a second request for additional information or documentary material. Notwithstanding the federal clearance, the Oregon Attorney General has now commenced the Action challenging the consummated acquisition under state antitrust law.

The scope of this engagement encompasses all aspects of defending Halcyon Americas in the Action, including but not limited to:

(a) the preparation and filing of responsive pleadings, including an answer to the complaint and any motions to dismiss, in whole or in part, whether based on legal sufficiency, jurisdictional grounds, preemption, or other applicable defenses;

(b) all motion practice in the Action, including dispositive motions (such as motions for summary judgment), non-dispositive motions (such as motions to compel, motions for protective orders, and motions in limine), and any emergency or expedited proceedings;

(c) all phases of discovery, including the preparation and service of written discovery requests and responses, the preparation of privilege logs, the defense and taking of depositions, and the review and production of documents and electronically stored information, including the response to the Civil Investigative Demand ("CID") issued by the Oregon Attorney General's office on or about April 10, 2023, to the extent such response is part of or directly related to the Action;

(d) the retention, coordination, and preparation of expert witnesses, including economists and industry experts, to provide testimony and reports on issues such as relevant market definition, competitive effects analysis, efficiencies analysis, and other matters pertinent to the defense;

(e) trial preparation, including the preparation of witnesses, trial exhibits, demonstratives, pretrial motions, proposed jury instructions (if applicable), and trial briefs;

(f) trial of the Action, if necessary, including all proceedings before the court;

(g) any post-trial motions and appellate proceedings arising from the Action, including briefing and oral argument before the Oregon Court of Appeals or the Oregon Supreme Court, as applicable; and

(h) settlement negotiations and any alternative dispute resolution proceedings (such as mediation) that may be ordered by the court or agreed to by the parties.

Limitations on Scope. This engagement is limited to the defense of the Action as described above. The engagement does not cover, and the Firm is not being retained to provide advice or services with respect to, any of the following: separate regulatory filings (whether with federal, state, or foreign regulatory authorities), corporate transactions (including any divestitures, restructurings, or other remedial transactions that Halcyon may consider in connection with the Action), intellectual property matters (including patent, trademark, or trade secret matters), tax matters, employment matters, or any other legal matters unrelated to the defense of the Action. Should Halcyon wish to engage the Firm with respect to any such additional matters, or should the scope of this engagement need to be expanded for any reason, such expansion will be documented in a separate written engagement letter or amendment to this letter, agreed upon by both parties.

2. Engagement Team

The Firm has assembled a team of experienced antitrust litigators to handle this matter. The following individuals will serve as the core engagement team:

Responsible Partner — Elaine Forsythe. Elaine Forsythe, a Partner in the Firm's Antitrust & Competition Practice Group, will serve as the partner with primary responsibility for the matter. Ms. Forsythe will supervise all aspects of the representation, direct the overall litigation strategy, manage relationships with co-counsel and expert witnesses, and serve as the primary point of contact with the Firm for strategic decisions and significant developments in the Action. Ms. Forsythe has over twenty-two years of experience in antitrust litigation and merger defense, including the defense of state attorney general enforcement actions challenging consummated transactions.

Billing Partner — Howard Bellamy. Howard Bellamy, a Partner in the Firm's Antitrust & Competition Practice Group, will serve as the billing partner for the matter. In that capacity, Mr. Bellamy will be responsible for matter administration, fee oversight, and the review and approval of all invoices rendered to the Clients. Mr. Bellamy will also contribute substantively to the litigation as needed, drawing upon his extensive experience in antitrust economics and expert witness coordination.

Lead Associate — Aaron Liu. Aaron Liu, an Associate in the Firm's Antitrust & Competition Practice Group, will serve as the day-to-day lead associate on the matter. Mr. Liu will be responsible for managing the daily workflow of the engagement, including drafting pleadings and briefs, coordinating discovery, preparing deposition outlines, and communicating regularly with Halcyon's in-house legal team regarding the status of the Action and any time-sensitive issues.

Working Associate — Monica Reyes. Monica Reyes, an Associate in the Firm's Antitrust & Competition Practice Group, will provide additional associate-level support on the matter. Ms. Reyes will assist with legal research, document review, discovery management, and other aspects of the representation as directed by Ms. Forsythe and Mr. Liu.

From time to time, additional attorneys, paralegals, litigation support specialists, or other Firm staff may be assigned to the matter as the needs of the Action require. Such additional staffing may be necessary during periods of intensive discovery, trial preparation, or briefing. The Firm will advise Halcyon of any material changes in the composition of the engagement team, including the assignment of any additional partner-level timekeepers to the matter.

Primary Client Contacts. For purposes of this engagement, the primary client contacts will be as follows: Priya Nagarajan will serve as the day-to-day legal contact for the Clients and will be the principal recipient of routine communications, status updates, and requests for information and instructions. Katrin Schreiber will provide supervisory oversight of the engagement on behalf of Halcyon AG and will be consulted on all significant strategic decisions, including decisions regarding dispositive motions, settlement strategy, and trial preparation. The Firm will direct its communications to both Ms. Nagarajan and Ms. Schreiber unless otherwise instructed.

3. Fee Arrangement and Billing

3.1 Hourly Rates

The Firm will bill for its services on an hourly basis at the following standard hourly rates for the members of the engagement team:

The rates set forth above reflect the Firm's standard rates currently in effect for the engagement team. Paralegal and legal assistant time will be billed at the Firm's then-current standard rates, which currently range from $350 to $475 per hour depending on the seniority and specialization of the individual.

The foregoing rates are subject to the Firm's customary annual rate adjustment, which typically becomes effective on January 1 of each calendar year. The Firm will provide Halcyon with advance written notice of at least thirty (30) days before any rate increase takes effect. Any such adjusted rates will apply only to services rendered on or after the effective date of the adjustment and will not be applied retroactively.

3.2 Fee Cap

Notwithstanding the foregoing hourly rate arrangement, the Firm and the Clients have agreed that total fees for the Firm's legal services rendered in connection with the defense of the Action shall not exceed Three Million Eight Hundred Thousand Dollars ($3,800,000) (the "Fee Cap"). The Fee Cap applies exclusively to the Firm's professional fees for attorney and paralegal time and does not apply to, and expressly excludes, the following categories of costs and expenses, which are not subject to the Fee Cap:

(a) out-of-pocket disbursements and expenses, as described in Section 3.4 below;

(b) fees and expenses of local counsel retained in connection with the Action, as described in Section 4 below; and

(c) fees and expenses of expert witnesses and consultants retained in connection with the Action, as described in Section 5 below.

The Fee Cap has been established based on the Firm's current assessment of the scope and complexity of the Action. Should circumstances change materially — for example, due to the filing of amended pleadings, the expansion of the issues in the Action, the intervention of additional parties, or a significant increase in the volume of discovery — the Firm and the Clients will discuss in good faith whether an adjustment to the Fee Cap is warranted. In no event will the Firm incur fees in excess of the Fee Cap without prior written authorization from the Clients.

Should the Firm reasonably anticipate that aggregate fees incurred in the matter may approach or exceed the Fee Cap, the Firm will promptly notify the Clients, in writing, of the projected fee trajectory and seek authorization before incurring any additional fees that would cause the aggregate to exceed the Fee Cap. The Firm will endeavor to provide such notice sufficiently in advance to allow the Clients reasonable time to evaluate the situation and make an informed decision regarding the authorization of additional fees.

3.3 Billing and Payment

The Firm will render monthly invoices for professional fees and disbursements incurred during the preceding calendar month. Invoices will typically be transmitted electronically within fifteen (15) business days following the close of each calendar month.

All invoices are payable within thirty (30) days of receipt. The Firm reserves the right to charge interest on overdue balances at the rate of 1.0% per month (or the maximum rate permitted by applicable law, whichever is lower), commencing on the thirty-first (31st) day following the date of the invoice.

Each invoice will contain reasonable detail regarding the nature of the services rendered, including a description of the work performed, the identity of each timekeeper, the number of hours expended by each timekeeper, and the applicable hourly rate. All invoices will reference Matter Number 1032-00001 and will be directed to the billing contact designated by the Clients.

The Firm is willing to accommodate any reasonable billing guidelines, invoice format requirements, or electronic billing protocols that the Clients may have in place, provided that such requirements are communicated to the Firm in advance and do not materially impair the Firm's ability to provide detailed and accurate invoices.

3.4 Disbursements and Expenses

In addition to professional fees, the Clients will be responsible for reimbursement of reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with the representation. Such disbursements and expenses include, but are not limited to, the following:

(a) travel expenses, including airfare, hotel accommodations, ground transportation, and meals incurred in connection with travel to Portland, Oregon (or other locations as necessary) for court appearances, depositions, witness interviews, mediations, and other proceedings related to the Action;

(b) court filing fees and service of process costs;

(d) photocopying, printing, and document reproduction costs;

(e) messenger and courier charges;

(f) charges for computerized legal research services, including Westmark Data Systems, Sundial Solutions, and similar databases;

(g) costs associated with the collection, processing, review, and production of electronically stored information, including fees charged by e-discovery vendors and litigation support providers; and

(h) any other direct costs reasonably attributable to the Action.

Disbursements exceeding Ten Thousand Dollars ($10,000) in a single billing period will be individually itemized on the corresponding invoice. The Firm will use commercially reasonable efforts to manage disbursements efficiently and will seek advance approval from the Clients before incurring any single expenditure in excess of Twenty-Five Thousand Dollars ($25,000).

4. Retention of Oregon Local Counsel

Given that the Action is pending in the Circuit Court of the State of Oregon for the County of Multnomah, and that the Firm's attorneys are not admitted to practice in Oregon, the Firm recommends retaining Oregon-admitted local counsel to assist with the defense. With Halcyon's approval, the Firm will retain Grantham Davis & Kowalski LLP ("GDK") as Oregon local counsel for the Action.

GDK is a well-regarded litigation firm based in Portland, Oregon, with significant experience in Oregon state court practice, including antitrust and commercial litigation. GDK's office is located at 900 SW Fifth Avenue, Suite 2600, Portland, Oregon 97204. The lead local counsel partner on the engagement will be Thomas Kowalski, a senior partner at GDK with extensive experience in complex commercial litigation in Oregon courts. Mr. Kowalski will be supported by Rachel Ingram, an associate at GDK who will assist with Oregon-specific procedural requirements and research.

GDK's responsibilities will include, among other things: attending local court proceedings and status conferences on behalf of Halcyon Americas; handling Oregon-specific procedural requirements, including the filing of pleadings and compliance with local court rules; advising on Oregon substantive law issues, including the interpretation and application of the Oregon antitrust statutes at issue in the Action; and providing local knowledge and relationships that may assist in the efficient management of the litigation.

GDK will bill the Clients directly under a separate engagement letter to be entered into between GDK and Halcyon, at rates and on terms to be agreed between the Clients and GDK. The Firm has no financial arrangement with GDK and will not receive any portion of GDK's fees. GDK's fees and expenses are separate from and not subject to the $3,800,000 Fee Cap established in Section 3.2 above.

The Firm will coordinate closely with GDK throughout the course of the Action to avoid unnecessary duplication of effort and to ensure a cohesive and efficient defense strategy. C&H will exercise supervisory oversight of GDK's work product on the Action, and all significant strategic decisions will be made in consultation with the Clients and with input from GDK as appropriate.

5. Expert Witnesses and Consultants

Based on the Firm's preliminary assessment of the Action, the defense will require the retention of one or more expert witnesses, including, at a minimum, a qualified expert economist to provide testimony and analysis on issues central to the case. These issues are expected to include, without limitation, the definition of the relevant product and geographic markets, the analysis of competitive effects of the Meridian acquisition, the assessment of merger-specific efficiencies, the evaluation of barriers to entry and expansion, and the consideration of any countervailing competitive dynamics in the co-packaged optics transceiver market.

The Firm will identify and recommend suitable experts for Halcyon's review and approval before any expert is formally retained. In selecting experts, the Firm will consider the expert's qualifications, relevant experience, availability, reputation, and prior experience testifying in antitrust matters before state and federal courts.

Expert witness fees and expenses are separate from and not included in the Fee Cap. Depending on the Clients' preference, expert fees and expenses may be billed directly by the expert to the Clients, or the Firm may serve as a conduit for such billings, passing through the expert's invoices without markup. The Clients should advise the Firm of their preferred arrangement at their earliest convenience.

Any expert retention will be memorialized in a separate engagement agreement between the expert (or the expert's firm) and the Clients, and such agreement will address the expert's scope of work, fees, expenses, confidentiality obligations, and other relevant terms.

6. Conflict of Interest Disclosure

The Firm has conducted a comprehensive conflicts check in accordance with its internal procedures and the applicable rules of professional conduct. Based on the information currently available to the Firm — including the identities of the parties to the Action, the nature of the claims asserted, and the subject matter of the dispute — the Firm is not aware of any conflict of interest that would preclude or impair its representation of Halcyon and Halcyon Americas in the Action.

Specifically, the Firm does not currently represent, and has not in the recent past represented, the State of Oregon, the Oregon Attorney General's office, or any party adverse to Halcyon or Halcyon Americas in a matter that is substantially related to the subject matter of the Action.

The Firm wishes to disclose, in the interest of full transparency, that it has performed legal work in the past, and in certain instances continues to perform work, for various financial institutions, including institutions that may have served as lenders, underwriters, or financial advisors in connection with Halcyon's acquisition of Meridian. The Firm has reviewed these relationships and has determined that none of those prior or current representations are adverse to the Clients or related to the subject matter of the Action. No confidential information obtained by the Firm in the course of those representations is relevant to the defense of the Action, and the Firm does not believe that any such relationship creates a conflict of interest or otherwise impairs the Firm's ability to provide zealous and undivided representation to the Clients in this matter.

In the event that a potential conflict of interest arises during the course of the engagement — whether due to the Firm's acceptance of a new client, a change in the parties or issues in the Action, or otherwise — the Firm will promptly notify the Clients and seek appropriate consent or take such other steps as may be required by the applicable rules of professional conduct, including Rule 1.7 and Rule 1.9 of the New York Rules of Professional Conduct and the corresponding Oregon rules.

7. Confidentiality and Privilege

All communications between the Firm and the Clients in connection with the Action are intended to be, and should be treated as, confidential and protected by the attorney-client privilege and/or the work-product doctrine to the fullest extent permitted by applicable law. This includes, without limitation, oral and written communications, memoranda, analyses, draft documents, strategy discussions, factual investigations, legal research, and any other information exchanged between the Firm and the Clients for the purpose of seeking or providing legal advice in connection with the Action.

The Clients should take care to preserve the privileged and confidential nature of such communications by limiting their distribution within the Halcyon organization to individuals who have a genuine need to know the information in connection with the defense of the Action. Communications that are shared with third parties outside the scope of the attorney-client relationship — including business advisors, consultants, or other individuals who are not agents of the Clients for purposes of the privilege — may result in a waiver of the privilege. The Firm is available to advise the Clients on privilege-related issues as they arise.

For its part, the Firm will implement reasonable administrative, technical, and physical safeguards to protect the confidentiality of the Clients' information. The Firm's obligations of confidentiality shall survive the termination of the engagement, regardless of the reason for termination, and shall continue in perpetuity unless disclosure is required by law, court order, or the applicable rules of professional conduct, or is authorized by the Clients.

8. Document Preservation and Litigation Hold

In connection with the commencement of the Action, the Firm strongly advises the Clients to implement, or to confirm the continuing effectiveness of, a comprehensive litigation hold on all documents, data, and electronically stored information ("ESI") that are potentially relevant to the Action or that may reasonably be expected to be requested in discovery. The obligation to preserve relevant evidence arises upon the reasonable anticipation of litigation, and the filing of the Action on April 17, 2023, unquestionably triggers this obligation.

The scope of the litigation hold should encompass, at a minimum, documents and ESI related to:

(a) the acquisition of Meridian Photonics Inc., including the negotiation, due diligence, approval, and closing of the transaction;

(b) the co-packaged optics transceiver market, including competitive analyses, market studies, market share data, pricing information, and customer information;

(c) the interoperability, integration, and product roadmap for Meridian's products, including any plans to modify, discontinue, or enhance Meridian product lines following the acquisition;

(d) communications with customers, competitors, suppliers, regulators, and industry participants regarding the acquisition or competition in the co-packaged optics transceiver market;

(e) internal strategic planning documents, board presentations, management reports, and other business records discussing the rationale for, and expected effects of, the acquisition; and

(f) any documents or communications relating to contacts with the Oregon Attorney General's office, the FTC, the DOJ, or any other governmental authority concerning the acquisition or competition in the relevant markets.

The litigation hold should be communicated to all relevant custodians at Halcyon AG, Halcyon Americas, and Meridian Photonics Inc. (as a wholly owned subsidiary of Halcyon). The hold should apply to all forms of potentially relevant information, including emails, instant messages, text messages, voicemails, paper files, electronic databases, shared drives, cloud-based storage, personal devices used for business purposes, and backup tapes or archives.

The Firm will provide more detailed guidance regarding the scope, implementation, and monitoring of the litigation hold under separate cover. We anticipate issuing a comprehensive litigation hold memorandum within the coming days and would welcome the opportunity to discuss the hold protocols with Ms. Nagarajan and relevant members of the Clients' information technology and records management teams at the Clients' earliest convenience.

9. Termination

Either party may terminate this engagement at any time upon written notice to the other party. In the event that the Clients wish to terminate the engagement, the Clients may do so by providing written notice to the Firm, and the Firm will cooperate in the orderly transition of the matter to successor counsel designated by the Clients. In the event that the Firm seeks to withdraw from the engagement, the Firm will do so in compliance with its obligations under the applicable rules of professional conduct, including the obligation to seek leave of court to withdraw from the Action if an appearance has been entered on behalf of Halcyon Americas.

Upon termination of the engagement for any reason, the Clients will remain responsible for payment of all fees and disbursements properly incurred through the date of termination, subject to the Fee Cap as set forth in Section 3.2 above. The Firm will render a final invoice within thirty (30) days following the effective date of termination.

Following termination, the Firm will promptly return or make available to the Clients all client files, documents, and materials relating to the Action, subject to the Firm's right to retain copies of such materials for its own records in accordance with applicable rules and the Firm's document retention policies. The Firm will cooperate fully in the orderly transition of the matter to successor counsel, including by providing reasonable assistance with the transfer of files, the sharing of work product, and the communication of the status of pending proceedings and deadlines.

10. Governing Law

This engagement letter, and the terms and conditions of the engagement described herein, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the courts of the State of New York, sitting in the Borough of Manhattan, for the resolution of any dispute arising out of or relating to this engagement letter or the Firm's representation of the Clients hereunder.

11. No Guarantee of Outcome

While the Firm will devote its best professional efforts and judgment to the defense of the Action, neither the Firm nor any of its attorneys make any assurance, guarantee, or warranty regarding the outcome of the Action or any aspect thereof. Litigation is inherently uncertain, and the ultimate resolution of the Action will depend on range factors, including the evidence developed during discovery, the rulings of the court on contested legal issues, and the litigation strategies employed by the opposing party.

The Firm's assessment of the merits of the defense, the risks and uncertainties associated with the Action, and the potential range of outcomes will be provided separately to the Clients in attorney-client privileged communications. Such assessments are based on the information available at the time they are rendered and are subject to change as the Action progresses and additional facts and legal developments become known.

12. Acceptance

We are honored by the confidence that Halcyon and Halcyon Americas have placed in Calderwood & Harkness LLP, and we look forward to providing the highest quality representation in the defense of the Action. If the terms set forth in this engagement letter are acceptable, we respectfully request that you confirm your acceptance by having an authorized representative of each of Halcyon Semiconductor AG and Halcyon Semiconductor Americas Inc. sign in the spaces provided below and return a fully executed copy of this letter to the undersigned.

Please do not hesitate to contact Elaine Forsythe at (212) 558-4127 or eforsythe@calderwoodharkness.com, or Aaron Liu at (212) 558-4593 or aliu@calderwoodharkness.com, if you have any questions regarding the terms of this engagement or any other matter.

We appreciate the opportunity to serve as your counsel and look forward to working with you.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Elaine Forsythe

Title: Partner, Antitrust & Competition Practice Group

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, duly authorized on behalf of Halcyon Semiconductor AG, hereby acknowledges receipt of the foregoing engagement letter dated April 18, 2023, and agrees to the terms and conditions set forth therein.

ACKNOWLEDGED AND AGREED:

HALCYON SEMICONDUCTOR AG

By: ________

Name: Katrin Schreiber

Title: General Counsel

Date: ________

The undersigned, duly authorized on behalf of Halcyon Semiconductor Americas Inc., hereby acknowledges receipt of the foregoing engagement letter dated April 18, 2023, and agrees to the terms and conditions set forth therein.

ACKNOWLEDGED AND AGREED:

HALCYON SEMICONDUCTOR AMERICAS INC.

By: ________

Name: Priya Nagarajan

Title: U.S. Deputy General Counsel

Date: ________

Enclosures:

(1) Calderwood & Harkness LLP Standard Terms and Conditions of Engagement

(2) IRS Form W-9 (Request for Taxpayer Identification Number and Certification)

cc:

Howard Bellamy, Calderwood & Harkness LLP

Aaron Liu, Calderwood & Harkness LLP

Thomas Kowalski, Grantham Davis & Kowalski LLP

Timekeeper Category	Hourly Rate
Partners (including Ms. Forsythe and Mr. Bellamy)	$1,450.00
Associates (including Mr. Liu and Ms. Reyes)	$875.00
Paralegals and Legal Assistants	$350.00 – $475.00

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED
CALDERWOOD & HARKNESS LLP Counselors at Law
1301 Avenue of the Americas, 35th Floor New York, New York 10019 Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
April 18, 2023
VIA EMAIL AND INTERNATIONAL COURIER
Katrin Schreiber, Esq. General Counsel Halcyon Semiconductor AG Ludwigstraße 27 80539 Munich, Bavaria Germany
Priya Nagarajan, Esq. U.S. Deputy General Counsel Halcyon Semiconductor Americas Inc. 4500 Great America Parkway, Suite 300 Santa Clara, California 95054
Re: Engagement of Calderwood & Harkness LLP — Defense of Halcyon Semiconductor Americas Inc. in State of Oregon v. Halcyon Semiconductor Americas Inc., Case No. 23CV-18274, Circuit Court of the State of Oregon for the County of Multnomah
C&H Matter Number: 1032-00001
Dear Ms. Schreiber and Ms. Nagarajan:
We are writing to confirm the terms and conditions under which Calderwood & Harkness LLP will represent Halcyon Semiconductor AG and its wholly owned U.S. subsidiary, Halcyon Semiconductor Americas Inc., in connection with the above-referenced matter. This engagement letter (together with the enclosed Standard Terms and Conditions of Engagement, which are incorporated herein by reference) sets forth the material terms of our engagement and the mutual understandings of the parties regarding the scope, staffing, fees, and other aspects of the representation. We ask that you review this letter carefully and, if its terms are acceptable, countersign where indicated at the conclusion of this letter and return a copy to our offices.
1. Engagement and Scope of Representation
Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") is pleased to confirm its engagement by Halcyon Semiconductor AG ("Halcyon," "HSAG," or the "Company") and its wholly owned U.S. subsidiary, Halcyon Semiconductor Americas Inc. ("Halcyon Americas," and together with Halcyon, the "Clients"), to serve as lead defense counsel in the matter described below.
The Firm will represent Halcyon Americas as defendant in the civil enforcement action filed on April 17, 2023, by the State of Oregon, by and through Attorney General Diane Calloway, in the Circuit Court of the State of Oregon for the County of Multnomah, captioned State of Oregon v. Halcyon Semiconductor Americas Inc., Case No. 23CV-18274 (the "Action"). The Action is a civil enforcement proceeding brought under the Oregon antitrust statutes, specifically Oregon Revised Statutes Sections 646.730 and 646.775, challenging Halcyon's consummated acquisition of Meridian Photonics Inc. ("Meridian") as allegedly substantially lessening competition in the co-packaged optics transceiver market in the State of Oregon and in interstate commerce.
By way of background, and as relevant to the scope of this engagement, Halcyon, acting through Halcyon Americas, closed the acquisition of 100% of the outstanding shares of Meridian Photonics Inc. on January 31, 2023, for a purchase price of approximately $2.15 billion in cash. Prior to closing, the transaction was subject to review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The filing was made with the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, and early termination of the HSR Act waiting period was granted on November 14, 2022 (HSR File No. 20221003-1847). Neither the FTC nor the DOJ issued a second request for additional information or documentary material. Notwithstanding the federal clearance, the Oregon Attorney General has now commenced the Action challenging the consummated acquisition under state antitrust law.
The scope of this engagement encompasses all aspects of defending Halcyon Americas in the Action, including but not limited to:
(a) the preparation and filing of responsive pleadings, including an answer to the complaint and any motions to dismiss, in whole or in part, whether based on legal sufficiency, jurisdictional grounds, preemption, or other applicable defenses;
(b) all motion practice in the Action, including dispositive motions (such as motions for summary judgment), non-dispositive motions (such as motions to compel, motions for protective orders, and motions in limine), and any emergency or expedited proceedings;
(c) all phases of discovery, including the preparation and service of written discovery requests and responses, the preparation of privilege logs, the defense and taking of depositions, and the review and production of documents and electronically stored information, including the response to the Civil Investigative Demand ("CID") issued by the Oregon Attorney General's office on or about April 10, 2023, to the extent such response is part of or directly related to the Action;
(d) the retention, coordination, and preparation of expert witnesses, including economists and industry experts, to provide testimony and reports on issues such as relevant market definition, competitive effects analysis, efficiencies analysis, and other matters pertinent to the defense;
(e) trial preparation, including the preparation of witnesses, trial exhibits, demonstratives, pretrial motions, proposed jury instructions (if applicable), and trial briefs;
(f) trial of the Action, if necessary, including all proceedings before the court;
(g) any post-trial motions and appellate proceedings arising from the Action, including briefing and oral argument before the Oregon Court of Appeals or the Oregon Supreme Court, as applicable; and
(h) settlement negotiations and any alternative dispute resolution proceedings (such as mediation) that may be ordered by the court or agreed to by the parties.
Limitations on Scope. This engagement is limited to the defense of the Action as described above. The engagement does not cover, and the Firm is not being retained to provide advice or services with respect to, any of the following: separate regulatory filings (whether with federal, state, or foreign regulatory authorities), corporate transactions (including any divestitures, restructurings, or other remedial transactions that Halcyon may consider in connection with the Action), intellectual property matters (including patent, trademark, or trade secret matters), tax matters, employment matters, or any other legal matters unrelated to the defense of the Action. Should Halcyon wish to engage the Firm with respect to any such additional matters, or should the scope of this engagement need to be expanded for any reason, such expansion will be documented in a separate written engagement letter or amendment to this letter, agreed upon by both parties.
2. Engagement Team
The Firm has assembled a team of experienced antitrust litigators to handle this matter. The following individuals will serve as the core engagement team:
Responsible Partner — Elaine Forsythe. Elaine Forsythe, a Partner in the Firm's Antitrust & Competition Practice Group, will serve as the partner with primary responsibility for the matter. Ms. Forsythe will supervise all aspects of the representation, direct the overall litigation strategy, manage relationships with co-counsel and expert witnesses, and serve as the primary point of contact with the Firm for strategic decisions and significant developments in the Action. Ms. Forsythe has over twenty-two years of experience in antitrust litigation and merger defense, including the defense of state attorney general enforcement actions challenging consummated transactions.
Billing Partner — Howard Bellamy. Howard Bellamy, a Partner in the Firm's Antitrust & Competition Practice Group, will serve as the billing partner for the matter. In that capacity, Mr. Bellamy will be responsible for matter administration, fee oversight, and the review and approval of all invoices rendered to the Clients. Mr. Bellamy will also contribute substantively to the litigation as needed, drawing upon his extensive experience in antitrust economics and expert witness coordination.
Lead Associate — Aaron Liu. Aaron Liu, an Associate in the Firm's Antitrust & Competition Practice Group, will serve as the day-to-day lead associate on the matter. Mr. Liu will be responsible for managing the daily workflow of the engagement, including drafting pleadings and briefs, coordinating discovery, preparing deposition outlines, and communicating regularly with Halcyon's in-house legal team regarding the status of the Action and any time-sensitive issues.
Working Associate — Monica Reyes. Monica Reyes, an Associate in the Firm's Antitrust & Competition Practice Group, will provide additional associate-level support on the matter. Ms. Reyes will assist with legal research, document review, discovery management, and other aspects of the representation as directed by Ms. Forsythe and Mr. Liu.
From time to time, additional attorneys, paralegals, litigation support specialists, or other Firm staff may be assigned to the matter as the needs of the Action require. Such additional staffing may be necessary during periods of intensive discovery, trial preparation, or briefing. The Firm will advise Halcyon of any material changes in the composition of the engagement team, including the assignment of any additional partner-level timekeepers to the matter.
Primary Client Contacts. For purposes of this engagement, the primary client contacts will be as follows: Priya Nagarajan will serve as the day-to-day legal contact for the Clients and will be the principal recipient of routine communications, status updates, and requests for information and instructions. Katrin Schreiber will provide supervisory oversight of the engagement on behalf of Halcyon AG and will be consulted on all significant strategic decisions, including decisions regarding dispositive motions, settlement strategy, and trial preparation. The Firm will direct its communications to both Ms. Nagarajan and Ms. Schreiber unless otherwise instructed.
3. Fee Arrangement and Billing
3.1 Hourly Rates
The Firm will bill for its services on an hourly basis at the following standard hourly rates for the members of the engagement team:
The rates set forth above reflect the Firm's standard rates currently in effect for the engagement team. Paralegal and legal assistant time will be billed at the Firm's then-current standard rates, which currently range from $350 to $475 per hour depending on the seniority and specialization of the individual.
The foregoing rates are subject to the Firm's customary annual rate adjustment, which typically becomes effective on January 1 of each calendar year. The Firm will provide Halcyon with advance written notice of at least thirty (30) days before any rate increase takes effect. Any such adjusted rates will apply only to services rendered on or after the effective date of the adjustment and will not be applied retroactively.
3.2 Fee Cap
Notwithstanding the foregoing hourly rate arrangement, the Firm and the Clients have agreed that total fees for the Firm's legal services rendered in connection with the defense of the Action shall not exceed Three Million Eight Hundred Thousand Dollars ($3,800,000) (the "Fee Cap"). The Fee Cap applies exclusively to the Firm's professional fees for attorney and paralegal time and does not apply to, and expressly excludes, the following categories of costs and expenses, which are not subject to the Fee Cap:
(a) out-of-pocket disbursements and expenses, as described in Section 3.4 below;
(b) fees and expenses of local counsel retained in connection with the Action, as described in Section 4 below; and
(c) fees and expenses of expert witnesses and consultants retained in connection with the Action, as described in Section 5 below.
The Fee Cap has been established based on the Firm's current assessment of the scope and complexity of the Action. Should circumstances change materially — for example, due to the filing of amended pleadings, the expansion of the issues in the Action, the intervention of additional parties, or a significant increase in the volume of discovery — the Firm and the Clients will discuss in good faith whether an adjustment to the Fee Cap is warranted. In no event will the Firm incur fees in excess of the Fee Cap without prior written authorization from the Clients.
Should the Firm reasonably anticipate that aggregate fees incurred in the matter may approach or exceed the Fee Cap, the Firm will promptly notify the Clients, in writing, of the projected fee trajectory and seek authorization before incurring any additional fees that would cause the aggregate to exceed the Fee Cap. The Firm will endeavor to provide such notice sufficiently in advance to allow the Clients reasonable time to evaluate the situation and make an informed decision regarding the authorization of additional fees.
3.3 Billing and Payment
The Firm will render monthly invoices for professional fees and disbursements incurred during the preceding calendar month. Invoices will typically be transmitted electronically within fifteen (15) business days following the close of each calendar month.
All invoices are payable within thirty (30) days of receipt. The Firm reserves the right to charge interest on overdue balances at the rate of 1.0% per month (or the maximum rate permitted by applicable law, whichever is lower), commencing on the thirty-first (31st) day following the date of the invoice.
Each invoice will contain reasonable detail regarding the nature of the services rendered, including a description of the work performed, the identity of each timekeeper, the number of hours expended by each timekeeper, and the applicable hourly rate. All invoices will reference Matter Number 1032-00001 and will be directed to the billing contact designated by the Clients.
The Firm is willing to accommodate any reasonable billing guidelines, invoice format requirements, or electronic billing protocols that the Clients may have in place, provided that such requirements are communicated to the Firm in advance and do not materially impair the Firm's ability to provide detailed and accurate invoices.
3.4 Disbursements and Expenses
In addition to professional fees, the Clients will be responsible for reimbursement of reasonable out-of-pocket disbursements and expenses incurred by the Firm in connection with the representation. Such disbursements and expenses include, but are not limited to, the following:
(a) travel expenses, including airfare, hotel accommodations, ground transportation, and meals incurred in connection with travel to Portland, Oregon (or other locations as necessary) for court appearances, depositions, witness interviews, mediations, and other proceedings related to the Action;
(b) court filing fees and service of process costs;
(c) transcript costs, including the cost of deposition transcripts, hearing transcripts, and trial transcripts;
(d) photocopying, printing, and document reproduction costs;
(e) messenger and courier charges;
(f) charges for computerized legal research services, including Westmark Data Systems, Sundial Solutions, and similar databases;
(g) costs associated with the collection, processing, review, and production of electronically stored information, including fees charged by e-discovery vendors and litigation support providers; and
(h) any other direct costs reasonably attributable to the Action.
Disbursements exceeding Ten Thousand Dollars ($10,000) in a single billing period will be individually itemized on the corresponding invoice. The Firm will use commercially reasonable efforts to manage disbursements efficiently and will seek advance approval from the Clients before incurring any single expenditure in excess of Twenty-Five Thousand Dollars ($25,000).
4. Retention of Oregon Local Counsel
Given that the Action is pending in the Circuit Court of the State of Oregon for the County of Multnomah, and that the Firm's attorneys are not admitted to practice in Oregon, the Firm recommends retaining Oregon-admitted local counsel to assist with the defense. With Halcyon's approval, the Firm will retain Grantham Davis & Kowalski LLP ("GDK") as Oregon local counsel for the Action.
GDK is a well-regarded litigation firm based in Portland, Oregon, with significant experience in Oregon state court practice, including antitrust and commercial litigation. GDK's office is located at 900 SW Fifth Avenue, Suite 2600, Portland, Oregon 97204. The lead local counsel partner on the engagement will be Thomas Kowalski, a senior partner at GDK with extensive experience in complex commercial litigation in Oregon courts. Mr. Kowalski will be supported by Rachel Ingram, an associate at GDK who will assist with Oregon-specific procedural requirements and research.
GDK's responsibilities will include, among other things: attending local court proceedings and status conferences on behalf of Halcyon Americas; handling Oregon-specific procedural requirements, including the filing of pleadings and compliance with local court rules; advising on Oregon substantive law issues, including the interpretation and application of the Oregon antitrust statutes at issue in the Action; and providing local knowledge and relationships that may assist in the efficient management of the litigation.
GDK will bill the Clients directly under a separate engagement letter to be entered into between GDK and Halcyon, at rates and on terms to be agreed between the Clients and GDK. The Firm has no financial arrangement with GDK and will not receive any portion of GDK's fees. GDK's fees and expenses are separate from and not subject to the $3,800,000 Fee Cap established in Section 3.2 above.
The Firm will coordinate closely with GDK throughout the course of the Action to avoid unnecessary duplication of effort and to ensure a cohesive and efficient defense strategy. C&H will exercise supervisory oversight of GDK's work product on the Action, and all significant strategic decisions will be made in consultation with the Clients and with input from GDK as appropriate.
5. Expert Witnesses and Consultants
Based on the Firm's preliminary assessment of the Action, the defense will require the retention of one or more expert witnesses, including, at a minimum, a qualified expert economist to provide testimony and analysis on issues central to the case. These issues are expected to include, without limitation, the definition of the relevant product and geographic markets, the analysis of competitive effects of the Meridian acquisition, the assessment of merger-specific efficiencies, the evaluation of barriers to entry and expansion, and the consideration of any countervailing competitive dynamics in the co-packaged optics transceiver market.
The Firm will identify and recommend suitable experts for Halcyon's review and approval before any expert is formally retained. In selecting experts, the Firm will consider the expert's qualifications, relevant experience, availability, reputation, and prior experience testifying in antitrust matters before state and federal courts.
Expert witness fees and expenses are separate from and not included in the Fee Cap. Depending on the Clients' preference, expert fees and expenses may be billed directly by the expert to the Clients, or the Firm may serve as a conduit for such billings, passing through the expert's invoices without markup. The Clients should advise the Firm of their preferred arrangement at their earliest convenience.
Any expert retention will be memorialized in a separate engagement agreement between the expert (or the expert's firm) and the Clients, and such agreement will address the expert's scope of work, fees, expenses, confidentiality obligations, and other relevant terms.
6. Conflict of Interest Disclosure
The Firm has conducted a comprehensive conflicts check in accordance with its internal procedures and the applicable rules of professional conduct. Based on the information currently available to the Firm — including the identities of the parties to the Action, the nature of the claims asserted, and the subject matter of the dispute — the Firm is not aware of any conflict of interest that would preclude or impair its representation of Halcyon and Halcyon Americas in the Action.
Specifically, the Firm does not currently represent, and has not in the recent past represented, the State of Oregon, the Oregon Attorney General's office, or any party adverse to Halcyon or Halcyon Americas in a matter that is substantially related to the subject matter of the Action.
The Firm wishes to disclose, in the interest of full transparency, that it has performed legal work in the past, and in certain instances continues to perform work, for various financial institutions, including institutions that may have served as lenders, underwriters, or financial advisors in connection with Halcyon's acquisition of Meridian. The Firm has reviewed these relationships and has determined that none of those prior or current representations are adverse to the Clients or related to the subject matter of the Action. No confidential information obtained by the Firm in the course of those representations is relevant to the defense of the Action, and the Firm does not believe that any such relationship creates a conflict of interest or otherwise impairs the Firm's ability to provide zealous and undivided representation to the Clients in this matter.
In the event that a potential conflict of interest arises during the course of the engagement — whether due to the Firm's acceptance of a new client, a change in the parties or issues in the Action, or otherwise — the Firm will promptly notify the Clients and seek appropriate consent or take such other steps as may be required by the applicable rules of professional conduct, including Rule 1.7 and Rule 1.9 of the New York Rules of Professional Conduct and the corresponding Oregon rules.
7. Confidentiality and Privilege
All communications between the Firm and the Clients in connection with the Action are intended to be, and should be treated as, confidential and protected by the attorney-client privilege and/or the work-product doctrine to the fullest extent permitted by applicable law. This includes, without limitation, oral and written communications, memoranda, analyses, draft documents, strategy discussions, factual investigations, legal research, and any other information exchanged between the Firm and the Clients for the purpose of seeking or providing legal advice in connection with the Action.
The Clients should take care to preserve the privileged and confidential nature of such communications by limiting their distribution within the Halcyon organization to individuals who have a genuine need to know the information in connection with the defense of the Action. Communications that are shared with third parties outside the scope of the attorney-client relationship — including business advisors, consultants, or other individuals who are not agents of the Clients for purposes of the privilege — may result in a waiver of the privilege. The Firm is available to advise the Clients on privilege-related issues as they arise.
For its part, the Firm will implement reasonable administrative, technical, and physical safeguards to protect the confidentiality of the Clients' information. The Firm's obligations of confidentiality shall survive the termination of the engagement, regardless of the reason for termination, and shall continue in perpetuity unless disclosure is required by law, court order, or the applicable rules of professional conduct, or is authorized by the Clients.
8. Document Preservation and Litigation Hold
In connection with the commencement of the Action, the Firm strongly advises the Clients to implement, or to confirm the continuing effectiveness of, a comprehensive litigation hold on all documents, data, and electronically stored information ("ESI") that are potentially relevant to the Action or that may reasonably be expected to be requested in discovery. The obligation to preserve relevant evidence arises upon the reasonable anticipation of litigation, and the filing of the Action on April 17, 2023, unquestionably triggers this obligation.
The scope of the litigation hold should encompass, at a minimum, documents and ESI related to:
(a) the acquisition of Meridian Photonics Inc., including the negotiation, due diligence, approval, and closing of the transaction;
(b) the co-packaged optics transceiver market, including competitive analyses, market studies, market share data, pricing information, and customer information;
(c) the interoperability, integration, and product roadmap for Meridian's products, including any plans to modify, discontinue, or enhance Meridian product lines following the acquisition;
(d) communications with customers, competitors, suppliers, regulators, and industry participants regarding the acquisition or competition in the co-packaged optics transceiver market;
(e) internal strategic planning documents, board presentations, management reports, and other business records discussing the rationale for, and expected effects of, the acquisition; and
(f) any documents or communications relating to contacts with the Oregon Attorney General's office, the FTC, the DOJ, or any other governmental authority concerning the acquisition or competition in the relevant markets.
The litigation hold should be communicated to all relevant custodians at Halcyon AG, Halcyon Americas, and Meridian Photonics Inc. (as a wholly owned subsidiary of Halcyon). The hold should apply to all forms of potentially relevant information, including emails, instant messages, text messages, voicemails, paper files, electronic databases, shared drives, cloud-based storage, personal devices used for business purposes, and backup tapes or archives.
The Firm will provide more detailed guidance regarding the scope, implementation, and monitoring of the litigation hold under separate cover. We anticipate issuing a comprehensive litigation hold memorandum within the coming days and would welcome the opportunity to discuss the hold protocols with Ms. Nagarajan and relevant members of the Clients' information technology and records management teams at the Clients' earliest convenience.
9. Termination
Either party may terminate this engagement at any time upon written notice to the other party. In the event that the Clients wish to terminate the engagement, the Clients may do so by providing written notice to the Firm, and the Firm will cooperate in the orderly transition of the matter to successor counsel designated by the Clients. In the event that the Firm seeks to withdraw from the engagement, the Firm will do so in compliance with its obligations under the applicable rules of professional conduct, including the obligation to seek leave of court to withdraw from the Action if an appearance has been entered on behalf of Halcyon Americas.
Upon termination of the engagement for any reason, the Clients will remain responsible for payment of all fees and disbursements properly incurred through the date of termination, subject to the Fee Cap as set forth in Section 3.2 above. The Firm will render a final invoice within thirty (30) days following the effective date of termination.
Following termination, the Firm will promptly return or make available to the Clients all client files, documents, and materials relating to the Action, subject to the Firm's right to retain copies of such materials for its own records in accordance with applicable rules and the Firm's document retention policies. The Firm will cooperate fully in the orderly transition of the matter to successor counsel, including by providing reasonable assistance with the transfer of files, the sharing of work product, and the communication of the status of pending proceedings and deadlines.
10. Governing Law
This engagement letter, and the terms and conditions of the engagement described herein, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. The parties consent to the exclusive jurisdiction of the courts of the State of New York, sitting in the Borough of Manhattan, for the resolution of any dispute arising out of or relating to this engagement letter or the Firm's representation of the Clients hereunder.
11. No Guarantee of Outcome
While the Firm will devote its best professional efforts and judgment to the defense of the Action, neither the Firm nor any of its attorneys make any assurance, guarantee, or warranty regarding the outcome of the Action or any aspect thereof. Litigation is inherently uncertain, and the ultimate resolution of the Action will depend on range factors, including the evidence developed during discovery, the rulings of the court on contested legal issues, and the litigation strategies employed by the opposing party.
The Firm's assessment of the merits of the defense, the risks and uncertainties associated with the Action, and the potential range of outcomes will be provided separately to the Clients in attorney-client privileged communications. Such assessments are based on the information available at the time they are rendered and are subject to change as the Action progresses and additional facts and legal developments become known.
12. Acceptance
We are honored by the confidence that Halcyon and Halcyon Americas have placed in Calderwood & Harkness LLP, and we look forward to providing the highest quality representation in the defense of the Action. If the terms set forth in this engagement letter are acceptable, we respectfully request that you confirm your acceptance by having an authorized representative of each of Halcyon Semiconductor AG and Halcyon Semiconductor Americas Inc. sign in the spaces provided below and return a fully executed copy of this letter to the undersigned.
Please do not hesitate to contact Elaine Forsythe at (212) 558-4127 or eforsythe@calderwoodharkness.com, or Aaron Liu at (212) 558-4593 or aliu@calderwoodharkness.com, if you have any questions regarding the terms of this engagement or any other matter.
We appreciate the opportunity to serve as your counsel and look forward to working with you.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Elaine Forsythe
Title: Partner, Antitrust & Competition Practice Group
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, duly authorized on behalf of Halcyon Semiconductor AG, hereby acknowledges receipt of the foregoing engagement letter dated April 18, 2023, and agrees to the terms and conditions set forth therein.
ACKNOWLEDGED AND AGREED:
HALCYON SEMICONDUCTOR AG
By: ________
Name: Katrin Schreiber
Title: General Counsel
Date: ________
The undersigned, duly authorized on behalf of Halcyon Semiconductor Americas Inc., hereby acknowledges receipt of the foregoing engagement letter dated April 18, 2023, and agrees to the terms and conditions set forth therein.
ACKNOWLEDGED AND AGREED:
HALCYON SEMICONDUCTOR AMERICAS INC.
By: ________
Name: Priya Nagarajan
Title: U.S. Deputy General Counsel
Date: ________
Enclosures:
(1) Calderwood & Harkness LLP Standard Terms and Conditions of Engagement
(2) IRS Form W-9 (Request for Taxpayer Identification Number and Certification)
cc:
Howard Bellamy, Calderwood & Harkness LLP
Aaron Liu, Calderwood & Harkness LLP
Thomas Kowalski, Grantham Davis & Kowalski LLP
Timekeeper Category | Hourly Rate
Partners (including Ms. Forsythe and Mr. Bellamy) | $1,450.00
Associates (including Mr. Liu and Ms. Reyes) | $875.00
Paralegals and Legal Assistants | $350.00 – $475.00

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED

VIA EMAIL AND INTERNATIONAL COURIER

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

ACKNOWLEDGED AND AGREED:

HALCYON SEMICONDUCTOR AG

ACKNOWLEDGED AND AGREED:

HALCYON SEMICONDUCTOR AMERICAS INC.

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