PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP One Liberty Plaza, 42nd Floor New York, NY 10006
Telephone: +1 (212) 455-2000 Facsimile: +1 (212) 455-2502 www.calderwoodharkness.com
January 12, 2026
Dr. Friedrich Wendt Chief Executive Officer (Vorstandsvorsitzender)
Katarina Dalmqvist Chief Financial Officer (Finanzvorstand)
Wilhelm Ostermann General Counsel (Chefjustitiar)
Halcyon Semiconductor Aktiengesellschaft Maximilianstraße 72 80539 Munich, Germany
Re: Engagement of Calderwood & Harkness LLP as United States Securities Counsel to Halcyon Semiconductor Aktiengesellschaft in Connection with Proposed Initial Public Offering of American Depositary Shares and Level III ADR Program
C&H Matter No.: 1032-00003
Dear Dr. Wendt, Ms. Dalmqvist, and Mr. Ostermann:
We are pleased that Halcyon Semiconductor Aktiengesellschaft has selected Calderwood & Harkness LLP to serve as its United States securities counsel in connection with the Company's proposed initial public offering in the United States. We look forward to working with you, your management team, and your other advisors on this important transaction. This letter sets forth the terms and conditions of our engagement. We ask that you review it carefully and, if the terms are acceptable, execute and return a copy to us as described in Section 16 below.
1. ENGAGEMENT AND SCOPE OF REPRESENTATION
Halcyon Semiconductor Aktiengesellschaft ("Halcyon," "HSAG," or the "Company"), a German Aktiengesellschaft incorporated under the laws of the Federal Republic of Germany and registered with the commercial register (Handelsregister) of the Local Court (Amtsgericht) of Munich, Bavaria, Federal Republic of Germany, under Commercial Register Number HRB 217458, has engaged Calderwood & Harkness LLP ("C&H," "we," or the "Firm") to serve as United States securities counsel to the Company in connection with the Company's proposed initial public offering of securities in the United States (the "US IPO" or the "Offering").
The Offering will involve the establishment of a Level III American Depositary Receipt ("ADR") program and the registration and public offering of American Depositary Shares ("ADSs"), each ADS representing two (2) ordinary shares (Stammaktien) of the Company, with the ADSs to be listed on the Nasdaq Global Select Market under the proposed ticker symbol "HCYN." The Company is currently listed on the Frankfurt Stock Exchange (FRA: HCY), Prime Standard segment, and intends to maintain such listing following the completion of the Offering. The Offering is expected to target aggregate gross proceeds of approximately $900,000,000 (Nine Hundred Million United States Dollars).
The Offering is expected to consist of (a) primary ADSs, representing newly issued ordinary shares to be issued by the Company pursuant to a capital increase (Kapitalerhöhung) to be authorized by the Company's shareholders or effected from existing authorized capital (genehmigtes Kapital), and (b) secondary ADSs, representing existing ordinary shares to be sold by certain selling shareholders, including Rheintal Industrieholding Gesellschaft mit beschränkter Haftung ("Rheintal Industrieholding" or "Rheintal"), a German limited liability company, and Kestrel Capital Partners Aktiengesellschaft ("Kestrel Capital Partners" or "Kestrel"), a German stock corporation, each of which is expected to sell a portion of its existing holdings of the Company's ordinary shares in the Offering.
The registration of the ADSs in connection with the Offering will be effected pursuant to a Registration Statement on Form F-1 under the Securities Act of 1933, as amended (the "Securities Act"), and the registration of the ADR facility will be effected pursuant to a Registration Statement on Form F-6 under the Securities Act.
The scope of our representation is more particularly described in Section 2 below. Our engagement is subject to the terms and conditions set forth in this letter, including the limitations described in Section 3 below.
2. DETAILED SCOPE OF SERVICES
Our representation of the Company in connection with the Offering will encompass the following matters, subject to adjustments as the Offering progresses. We will consult with you regarding any material changes to the scope of services and will provide advance notice before undertaking significant work outside the scope described below.
2.1 SEC Registration and Compliance
We will advise the Company on all aspects of the registration process under the Securities Act and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including:
(a) Preparation, drafting, review, and filing of the Registration Statement on Form F-1, including the prospectus forming a part thereof and all exhibits thereto, with the United States Securities and Exchange Commission (the "SEC"). This will include drafting of all narrative disclosure sections of the prospectus (including the summary, risk factors, use of proceeds, capitalization, dilution, management's discussion and analysis of financial condition and results of operations, business description, management and corporate governance, principal and selling shareholders, description of share capital, description of American Depositary Shares, taxation, underwriting, and other customary sections), as well as coordination with the Company's management, auditors, and German counsel regarding the accuracy and completeness of all factual disclosures.
(b) Preparation, drafting, and filing of the Registration Statement on Form F-6 for the registration of the ADR facility and the ADSs issuable thereunder, including the form of American Depositary Receipt.
(c) Management and coordination of the confidential submission process with the SEC pursuant to applicable provisions of the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), including analysis of the Company's eligibility for confidential review treatment as an "emerging growth company" or as a foreign private issuer, and preparation of confidential draft registration statement submissions.
(d) Preparation of comprehensive written responses to SEC Division of Corporation Finance staff comment letters, including coordination with the Company's management, auditors, and German counsel to address all comments in a timely and thorough manner.
(e) Preparation of the acceleration request to the SEC and coordination of all matters relating to the SEC's declaration of effectiveness of the Registration Statements, including coordination of the timing of effectiveness with the pricing and closing of the Offering.
(f) EDGAR filing coordination, including preparation and filing of the Company's application for a Central Index Key ("CIK") number, management of EDGAR access codes and filing agent credentials, and coordination with the Firm's EDGAR filing agent to ensure the timely and accurate filing of all required documents.
(g) Advice regarding the Company's ongoing reporting obligations under the Exchange Act following the effectiveness of the Registration Statement, including the preparation and filing of annual reports on Form 20-F, current reports on Form 6-K, and compliance with Sections 13(a) and 15(d) of the Exchange Act, as well as applicable requirements relating to interactive data (XBRL) tagging of financial statements and other disclosures.
2.2 Structuring and Legal Analysis
We will provide legal analysis and advice on the following structural and regulatory matters:
(a) Analysis of the Company's qualification as a "foreign private issuer" as defined in Rule 3b-4 under the Exchange Act, including review of the Company's share ownership, board composition, and other relevant factors, and advice regarding the benefits and obligations associated with foreign private issuer status, including the annual reassessment requirement.
(b) Analysis of the Company's status as a Passive Foreign Investment Company ("PFIC") under Sections 1291 through 1298 of the Internal Revenue Code of 1986, as amended (the "Code"), including review of the Company's income composition and asset composition under the income test and asset test, respectively, and advice regarding the potential implications for US holders of ADSs, including the availability of Qualified Electing Fund ("QEF") elections and mark-to-market elections.
(c) Analysis of the ADR structure and Level III ADR program requirements, including the regulatory framework under SEC rules and the applicable listing standards, and advice regarding the relative advantages and disadvantages of the proposed structure.
(d) Preparation of a comprehensive Sarbanes-Oxley Act of 2002 ("SOX") compliance roadmap for the Company, including analysis of the requirements of Section 302 (CEO and CFO certifications), Section 404 (management's assessment of internal controls over financial reporting and the independent auditor's attestation thereon), and Section 906 (criminal penalties for false certifications), together with advice regarding the phase-in timelines and transitional relief available to the Company, including the Company's expectation that the first independent auditor attestation on internal controls under Section 404(b) will be required for the fiscal year ending December 31, 2027.
(e) Advice regarding the structuring of lock-up arrangements for officers, directors, selling shareholders, and other significant shareholders, including analysis of the interaction between contractual lock-up restrictions and applicable securities law restrictions under Regulation S and Rule 144 under the Securities Act, and the safe harbor provisions of Rule 144 for resales of restricted securities and control securities.
2.3 Underwriting Arrangement
We will advise the Company in connection with the negotiation and documentation of the underwriting arrangements for the Offering, including:
(a) Drafting and negotiation of the Underwriting Agreement (the "Underwriting Agreement") among the Company, the selling shareholders, and the several underwriters named therein, with Westbridge Securities LLC ("Westbridge") acting as lead left bookrunner and representative of the several underwriters, Pinnacle Morgan & Co., Inc. ("Pinnacle Morgan") and Andover Barcliffe Group Inc. ("Andover Barcliffe") acting as joint bookrunners, and Northpointe Capital LLC ("Northpointe") acting as co-manager (collectively, the "Underwriters"). The Underwriting Agreement will be governed by the laws of the State of New York.
(b) Drafting and negotiation of the Pricing Agreement or Terms Agreement to be entered into at the time of pricing of the Offering, setting forth the public offering price, the underwriting discounts and commissions, and the number of ADSs to be purchased by each Underwriter, as well as the terms of any overallotment option.
(c) Preparation of the form of Lock-Up Agreement to be executed by each of the Company's officers, members of the management board (Vorstand) and supervisory board (Aufsichtsrat), and selling shareholders, restricting transfers of ADSs and ordinary shares for a period to be agreed upon (customarily 180 days following the date of the final prospectus).
(d) Coordination and negotiation with Varen & Kessler LLP, which we understand has been engaged as United States counsel to the Underwriters, with respect to all aspects of the underwriting documentation and due diligence process.
2.4 ADR / Deposit Agreement Documentation
We will advise the Company in connection with the establishment of the Level III ADR program and the preparation of all related documentation, including:
(a) Drafting and negotiation of the Deposit Agreement (the "Deposit Agreement") among the Company, Meridian Trust Company, National Association ("Meridian Trust"), as depositary (the "Depositary"), and all holders and beneficial owners of American Depositary Shares issued thereunder. The Deposit Agreement will be governed by the laws of the State of Delaware.
(b) Drafting of the form of American Depositary Receipt ("ADR") to be attached as an exhibit to the Deposit Agreement and the Registration Statement on Form F-6.
(c) Drafting and review of the depositary fee schedule to be applicable to holders and beneficial owners of ADSs, including customary issuance fees, cancellation fees, cash distribution fees, and annual service fees.
(d) Coordination with Meridian Trust and its legal counsel regarding pre-effective arrangements for the ADR program, including the appointment of a custodian bank in Germany for the deposit of ordinary shares underlying the ADSs, the establishment of operational procedures for the deposit and withdrawal of ordinary shares, and the mechanics of dividend and distribution processing, corporate action handling, and ADS issuance and cancellation.
2.5 Corporate Governance and Listing
We will advise the Company in connection with its application for listing on the Nasdaq Global Select Market and related corporate governance matters, including:
(a) Preparation and filing of the Company's listing application with the Nasdaq Global Select Market, including the compilation of all required supporting documentation and coordination with Nasdaq Listing Qualifications staff.
(b) Analysis of the corporate governance exemptions available to the Company as a foreign private issuer under Nasdaq Rule 5615(a)(3), including the exemption from certain requirements relating to board independence, executive sessions of independent directors, compensation committee composition and charter, and shareholder approval requirements, and preparation of the required disclosure of such exemptions in the prospectus and in the Company's annual report on Form 20-F, as well as preparation of any required exemption notices to be filed with Nasdaq.
(c) Drafting of a US-compliant Code of Business Conduct and Ethics applicable to all directors, officers, and employees of the Company and its subsidiaries, in compliance with the requirements of Nasdaq Rule 5610 and Item 16B of Form 20-F.
(d) Drafting of a charter for the Company's Audit Committee, in compliance with Rule 10A-3 under the Exchange Act, Section 301 of the Sarbanes-Oxley Act, and applicable Nasdaq listing standards, including the requirements for audit committee member independence and financial expertise.
(e) Drafting of a Whistleblower Policy in compliance with the requirements of Section 301 of the Sarbanes-Oxley Act and applicable SEC rules, providing procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, and auditing matters.
2.6 Due Diligence
We will advise the Company and coordinate the US securities law due diligence process in connection with the Offering, including:
(a) Preparation of comprehensive due diligence request lists tailored to the Company's business, industry, and regulatory environment, and coordination of the collection and review of responsive documents and information from the Company's management, officers, and advisors.
(b) Planning and conduct of management due diligence interviews with members of the Company's management board (Vorstand), supervisory board (Aufsichtsrat), and key operational personnel, as well as participation in bring-down due diligence sessions prior to pricing and closing.
(c) Review and analysis of the Company's corporate organizational documents (including the articles of association (Satzung), rules of procedure for the management board and supervisory board, and commercial register extracts), material contracts (including customer agreements, supply agreements, technology licenses, joint venture agreements, and financing arrangements), intellectual property portfolio (including patents, trademarks, trade secrets, and pending applications), pending and threatened litigation and arbitration proceedings, regulatory proceedings and government investigations, environmental compliance matters, employee benefit plans and compensation arrangements, related-party transactions, and sanctions, export controls, and anti-corruption compliance programs.
(d) Preparation of a due diligence summary and risk assessment memorandum identifying key legal risks and disclosure issues for discussion with the Company's management and the underwriting syndicate.
(e) Coordination of the due diligence protocol with Varen & Kessler LLP, counsel to the Underwriters, including the establishment of a virtual data room, the scheduling of due diligence sessions, and the preparation of joint due diligence memoranda to the extent appropriate.
2.7 Tax Advisory
We will provide US federal income tax advice in connection with the Offering and the ADSs, including:
(a) Comprehensive US federal income tax analysis relating to the ownership and disposition of ADSs by US holders, including analysis of the Company's PFIC status under Sections 1291 through 1298 of the Code, the implications of the income tax convention between the United States and the Federal Republic of Germany (the "US/German Tax Treaty"), including the application of reduced withholding tax rates on dividends under Article 10 of the Treaty (statutory German withholding tax rate of 26.375%, inclusive of the solidarity surcharge; reduced treaty rate of 15% for qualifying US holders), and the Qualified Intermediary ("QI") analysis for Meridian Trust to facilitate withholding tax procedures.
(b) Preparation of the tax opinion to be included in or filed as an exhibit to the Registration Statement on Form F-1, addressing the material US federal income tax consequences of the Offering and the ownership and disposition of ADSs.
(c) Preparation of IRS Form W-8BEN-E documentation and analysis of applicable withholding and reporting requirements under FATCA (Sections 1471 through 1474 of the Code) and the intergovernmental agreement between the United States and Germany.
(d) Analysis of treaty benefit certification procedures for US holders of ADSs, including the application of the limitation on benefits provisions of Article 28 of the US/German Tax Treaty and the procedures for claiming reduced withholding rates.
2.8 Legal Opinions and Closing Deliverables
We will prepare and deliver the following legal opinions and closing deliverables in connection with the Offering:
(a) A legal opinion letter addressed to the Underwriters regarding the validity of the ADSs, the due authorization and issuance of the ADSs, and the compliance of the Registration Statement with applicable requirements of the Securities Act.
(b) A negative assurance letter (commonly referred to as a "10b-5 letter") addressed to the Underwriters, providing customary negative assurance with respect to the Registration Statement and the prospectus forming a part thereof, to the effect that, based on our participation in the preparation of such documents and our review and discussions, nothing has come to our attention that causes us to believe that the Registration Statement or the prospectus, as of their respective dates, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
(c) A tax opinion addressed to the Company for filing as an exhibit to the Registration Statement, addressing the material US federal income tax consequences of the Offering and the ownership and disposition of ADSs, as described in Section 2.7 above.
(d) Preparation of forms of officer's certificates (including a certificate of the Chief Executive Officer and Chief Financial Officer regarding the accuracy of the Registration Statement and the absence of material adverse changes), secretary's/general counsel's certificate forms (certifying organizational documents, board resolutions, and incumbency), and selling shareholder certificates.
(e) Preparation and management of the comprehensive closing checklist, coordination of the closing process, and preparation of the closing memorandum summarizing all deliverables and closing mechanics.
2.9 Coordination with Other Counsel and Advisors
We will coordinate our work with the other legal counsel and advisors engaged in connection with the Offering, including:
(a) German Counsel to the Company: Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB (Dr. Christoph Maurelban, Partner), which we understand will provide all advice on German law matters, including the capital increase, amendments to the articles of association, shareholder approvals, German securities regulatory matters, and the issuance of a German law legal opinion.
(b) German Counsel to the Underwriters: Prumvane Thornton LLP (Dr. Stefan Braun, Partner, Frankfurt office), which we understand will advise the Underwriters on German law aspects of the Offering, including German corporate and regulatory due diligence.
(c) Independent Auditors: Blackmere & Whitfield LLP / Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft (Graham Templeton, Partner, New York; Dieter Kaufmann, Wirtschaftsprüfer, Munich), including coordination on the preparation and delivery of comfort letters (including customary circle-up and bring-down comfort letters), review and comment on financial statement presentation and accounting disclosures in the prospectus, and PCAOB registration and compliance matters.
(d) Financial Advisor to the Company: Ashton & Burke Advisory GmbH (Lukas Frey, Managing Partner), with which we will coordinate on valuation, deal structuring, and marketing considerations to the extent relevant to our legal work.
(e) Transfer Agent and Registrar for ADSs: Crestfield Transfer Services Inc. (Angela Moretti, Director), with which we will coordinate on share registration, transfer agency arrangements, and ADS settlement mechanics.
(f) US Investor Relations Advisor: Bridgeport Investor Relations LLC (Thomas Harding, Senior Vice President), with which we will coordinate to the extent necessary to ensure compliance of investor communications and marketing materials with SEC rules and regulations, including Regulation FD.
3. EXCLUSIONS FROM SCOPE
For the avoidance of doubt, this engagement does not include, and the Firm will not be providing, the following services in connection with the Offering:
(a) Advice on matters of German law, including German corporate law, German securities law, German regulatory approvals, and German tax law. All German law advice will be provided by Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB, as German counsel to the Company. We will rely on the advice and opinions of German counsel with respect to all German law matters.
(b) Advice on the Company's obligations under the rules and regulations of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, or "BaFin"), or any other German or European securities regulatory authority.
(c) Audit, accounting, financial statement preparation, or financial advisory services. All such services will be provided by the Company's independent auditors and financial advisors, as applicable.
(d) Insurance brokerage services or the placement of directors' and officers' ("D&O") liability insurance. We understand that the Company's D&O insurance placement is being handled by Clearwater D&O Insurance Brokers Ltd.
(e) Investor relations services, including the preparation of investor presentations, roadshow materials (other than the preliminary and final prospectuses), or media communications, except to the extent we review such materials for compliance with applicable securities laws and regulations.
(f) Representation of the Company in any litigation, arbitration, regulatory investigation, or other dispute arising from or related to the Offering. Any such representation would require a separate engagement letter to be entered into between the Company and the Firm, subject to the Firm's standard conflict check and engagement procedures.
4. ENGAGEMENT TEAM
The following Calderwood & Harkness LLP professionals have been assigned to this matter and will constitute the core engagement team:
Vivienne St. Claire will serve as the partner responsible for the overall direction and supervision of the engagement. She will be the primary senior contact for strategic and substantive legal matters and will have ultimate responsibility for the quality and timeliness of all work product delivered to the Company.
Robert Adeyemi will serve as the billing partner for the engagement and will be the primary contact for all fee-related matters, including billing inquiries, budget discussions, and fee arrangements. Mr. Adeyemi will also contribute substantively to the capital markets workstreams.
Claire Dempsey will serve as the lead associate responsible for the day-to-day coordination of the registration statement, the underwriting agreement, and the due diligence workstreams. Ms. Dempsey will serve as the principal point of contact for the Company's management team and other advisors on operational and scheduling matters.
Audrey Zhou will be responsible for the Deposit Agreement, the Registration Statement on Form F-6, the Nasdaq Global Select Market listing application, and the corporate governance documentation, including the Code of Business Conduct and Ethics, Audit Committee Charter, and Whistleblower Policy.
Leonard Cross will lead all tax-related workstreams, including the PFIC analysis, the tax opinion for the prospectus, the US/German Tax Treaty analysis, and the Qualified Intermediary analysis for Meridian Trust. Mr. Cross's services are further described in a supplemental engagement letter dated January 15, 2026, which shall be deemed incorporated into this engagement letter by reference.
From time to time, additional associates, counsel, or support staff may be assigned to the engagement as necessary to ensure the timely and efficient completion of the work. The Company will be notified promptly of any material changes to the core engagement team identified above.
5. CLIENT IDENTIFICATION
The Firm's client in this engagement is Halcyon Semiconductor Aktiengesellschaft. The Firm does not represent, and this engagement letter does not create an attorney-client relationship with, any of the following:
(a) Any shareholder of the Company, including Rheintal Industrieholding Gesellschaft mit beschränkter Haftung and Kestrel Capital Partners Aktiengesellschaft, whether in their capacity as shareholders, selling shareholders, or otherwise;
(b) Any officer, member of the management board (Vorstand), or member of the supervisory board (Aufsichtsrat) of the Company in his or her individual or personal capacity;
(c) Any subsidiary, affiliated entity, or joint venture of the Company; or
(d) Any Underwriter or other participant in the Offering.
In connection with the Offering, selling shareholders, officers, and directors of the Company may be requested to complete selling shareholder questionnaires, execute lock-up agreements, provide representations and warranties, or otherwise cooperate with the due diligence and documentation process. Such cooperation and any communications related thereto do not create, and shall not be deemed to create, an attorney-client relationship between any such person or entity and Calderwood & Harkness LLP. Selling shareholders and individual officers and directors are encouraged to retain their own independent legal counsel to advise them on their rights and obligations in connection with the Offering.
6. FEES AND BILLING ARRANGEMENTS
6.1 Hourly Rate Billing
Fees for our services will be billed on an hourly basis at the Firm's standard rates in effect at the time services are rendered. The current hourly rates (2026 rates) for the members of the core engagement team are as follows:
In the event that other timekeepers, including additional partners, associates, counsel, or paraprofessional staff, are assigned to the matter from time to time, their time will be billed at the Firm's then-prevailing rates for such individuals.
The Firm reserves the right to adjust its hourly rates on an annual basis, with adjustments typically taking effect on January 1 of each calendar year. The Company will be given advance written notice of any rate adjustments applicable to this engagement, and such adjusted rates will apply to services rendered on and after the effective date of the adjustment.
6.2 Estimated Total Fees
Based on the anticipated scope of services described in Section 2 of this letter and the Firm's experience with transactions of comparable size and complexity, we estimate that total legal fees for this engagement will be in the range of $3,200,000 to $3,800,000 (Three Million Two Hundred Thousand to Three Million Eight Hundred Thousand United States Dollars).
This estimate is provided solely for the Company's budgeting and planning purposes and does not constitute a fee cap, a fixed fee, or a guarantee of the total amount of fees to be incurred. Actual fees may vary materially from this estimate based on a number of factors, including the scope, complexity, and duration of the Offering process; the volume and nature of SEC staff comments; changes in deal structure or timing; the extent of due diligence required; the complexity of negotiations with the Underwriters, the Depositary, and other parties; and other factors beyond the Firm's control. The Company will be kept informed on a regular basis of the status of fees incurred, and the Firm will notify the Company promptly if it anticipates that total fees are likely to materially exceed the upper end of the estimate.
6.3 Retainer. Upon execution of this engagement letter, the Company agrees to pay a retainer of $250,000 (Two Hundred Fifty Thousand United States Dollars) to Calderwood & Harkness LLP. The retainer shall be paid by wire transfer in accordance with the wire instructions enclosed with this letter.
The retainer will be held in the Firm's client trust account (IOLA account) in accordance with Rule 1.15 of the New York Rules of Professional Conduct. The retainer will be applied against the final invoices rendered in connection with this engagement. If the retainer is insufficient to cover outstanding fees and disbursements at the conclusion of the engagement, the Company will be responsible for payment of any remaining balance. If the engagement is terminated before the retainer has been fully applied, any unused portion of the retainer will be promptly returned to the Company, net of any outstanding fees and disbursements then due and owing.
6.4 Disbursements and Expenses
In addition to professional fees, the Company will reimburse the Firm for reasonable out-of-pocket disbursements and expenses incurred in connection with the engagement. Such disbursements and expenses may include, but are not limited to, the following:
(a) Travel expenses, including airfare (coach or economy class for associates; business class for partners on transatlantic flights), ground transportation, hotel accommodations, and meals at reasonable commercial rates;
(b) Filing fees paid to the SEC, EDGAR, the Nasdaq Global Select Market, or any other regulatory body;
(c) Document reproduction, printing, and binding costs, including costs associated with the printing of the preliminary and final prospectuses;
(d) Courier, overnight delivery, and postage charges;
(e) Research database charges (including Westmark Data Systems, Calderon Systems, Cascade Services Inc., and similar services) to the extent specifically allocated to this matter;
(f) Telecommunications charges, including long-distance telephone, video conferencing, and data transmission charges; and
(g) Other miscellaneous expenses reasonably incurred in connection with the engagement.
All disbursements and expenses will be itemized on the Firm's monthly invoices. The Firm will endeavor to manage disbursements and expenses in a cost-effective manner and will consult with the Company before incurring any single extraordinary expense in excess of $10,000.
6.5 Billing and Payment Terms
The Firm will render monthly invoices to the Company for fees and disbursements incurred during the preceding calendar month. Invoices will be addressed to:
Katarina Dalmqvist, Chief Financial Officer Halcyon Semiconductor Aktiengesellschaft Maximilianstraße 72 80539 Munich, Germany
With a copy to: Wilhelm Ostermann, General Counsel (same address)
All invoices will be denominated in United States Dollars. Invoices are due and payable within thirty (30) days of receipt. Payments shall be made by wire transfer to the Firm's designated bank account, wire instructions for which will be provided separately.
Any amounts not paid within thirty (30) days of the date of invoice shall bear interest at the rate of 1.0% per month (12.0% per annum) from the date of invoice until paid in full, or at the maximum rate permitted by applicable law, whichever is lower. The Firm reserves the right to suspend work on the engagement in the event of a material payment delinquency, subject to applicable ethical obligations and upon reasonable advance notice to the Company.
7. CONFLICTS OF INTEREST
The Firm has conducted a conflicts check in accordance with its standard procedures and the New York Rules of Professional Conduct. Based on the information currently available to us, the Firm has identified no conflicts of interest that would preclude this engagement.
The Company acknowledges that Calderwood & Harkness LLP is a large, full-service law firm with offices in multiple jurisdictions and represents numerous clients across a wide range of industries and practice areas. It is possible that the Firm currently represents, or may in the future represent, other entities, individuals, or organizations in matters that are unrelated to this Offering but that may involve parties whose interests are adverse to those of the Company or other participants in the Offering.
By executing this engagement letter, the Company consents to the Firm's continued representation of its existing clients and to the Firm's engagement of new clients in matters unrelated to the Offering, provided that (a) such representation does not involve the same or a substantially related matter as the Offering, and (b) such representation is not otherwise prohibited by the applicable rules of professional conduct. This consent is given prospectively and does not extend to any matter in which the Firm would be directly adverse to the Company on the same or a substantially related matter.
The Firm will promptly notify the Company of any actual conflict of interest that arises during the course of this engagement and will take all steps required by applicable professional conduct rules to address any such conflict, including, if necessary, seeking the Company's informed consent or withdrawing from the conflicting representation.
8. CONFIDENTIALITY
The Firm will treat all information received from or on behalf of the Company in connection with this engagement as confidential, in accordance with the applicable New York Rules of Professional Conduct (including Rule 1.6) and the Firm's internal confidentiality and information security policies.
Confidential information received from the Company will not be disclosed to any third party without the Company's prior written consent, except in the following circumstances:
(a) As required by applicable law, regulation, court order, or subpoena;
(b) As required or permitted by the applicable rules of professional conduct;
(c) As necessary to perform the services contemplated by this engagement letter, including disclosures to co-counsel (Bähr Stein Rechtsanwälte Partnerschaftsgesellschaft mbB), the Company's independent auditors (Blackmere & Whitfield LLP / Blackmere & Whitfield GmbH Wirtschaftsprüfungsgesellschaft), other advisors working on the Offering, and the SEC, Nasdaq, and other regulatory bodies, in each case subject to appropriate confidentiality arrangements; or
(d) As authorized by the Company in connection with the preparation and filing of the Registration Statement, the prospectus, and other public disclosure documents.
The Firm's obligation of confidentiality shall survive the termination or expiration of this engagement and shall continue in full force and effect indefinitely, unless and until the information in question becomes publicly available through no breach by the Firm of its confidentiality obligations.
9. DOCUMENT RETENTION
The Firm will retain all engagement files related to this matter in accordance with its document retention policies, as in effect from time to time. The Firm's current policy provides for the retention of closed matter files for a period of ten (10) years following the conclusion of the engagement, after which time the files may be destroyed without further notice to the Company. "Conclusion of the engagement" for this purpose means the date on which the last substantive work is performed or the last invoice is rendered, whichever is later.
The Company may request the return of original documents at any time during the engagement or during the retention period. Upon such request, the Firm will promptly return the requested original documents to the Company, subject to the Firm's right to retain copies for its own files. The Firm's work product, internal memoranda, drafts, research files, and administrative records are the property of the Firm and are not subject to return.
10. ATTORNEY-CLIENT PRIVILEGE AND WORK PRODUCT
All communications between the Company and the Firm, and all work product prepared by the Firm in connection with this engagement, are intended to be protected by the attorney-client privilege, the attorney work-product doctrine, and any other applicable legal privileges or protections under the laws of the United States, the State of New York, and any other applicable jurisdiction.
The Company agrees to use reasonable efforts to preserve the confidentiality of privileged communications and work product and to refrain from disclosing such materials to third parties without prior consultation with the Firm, as such disclosure may result in a waiver of the applicable privilege or protection. In particular, the Company should be aware that the voluntary disclosure of privileged communications or work product to third parties who are not within the scope of a common interest or joint defense arrangement may result in a broad waiver of privilege with respect to the subject matter of the disclosed communication.
Notwithstanding the foregoing, certain work product prepared by the Firm in connection with this engagement is expressly intended for delivery to third parties as contemplated by the Offering. Specifically, the legal opinions described in Section 2.8 above (including the opinion letter regarding the validity of ADSs, the negative assurance letter, and the tax opinion) will be addressed to and delivered to the Underwriters or filed with the SEC, as applicable. The delivery of such opinions and letters to their intended recipients does not constitute a general waiver of the attorney-client privilege or the work-product doctrine with respect to other communications and work product prepared in connection with this engagement.
11. LIMITATION OF LIABILITY
To the fullest extent permitted by applicable law, the Firm's aggregate liability to the Company arising out of or relating to this engagement, whether based in contract, tort (including negligence), strict liability, or any other legal or equitable theory, shall not exceed the total amount of professional fees actually paid by the Company to the Firm for services rendered in connection with this engagement, except in the case of the Firm's willful misconduct or gross negligence.
In no event shall the Firm be liable to the Company for any consequential, indirect, incidental, special, exemplary, or punitive damages of any kind, including lost profits, lost business opportunities, diminution in value, or reputational harm, regardless of whether the Firm has been advised of the possibility of such damages and regardless of the form of action.
The limitations set forth in this Section 11 shall apply regardless of whether the Firm's liability is asserted by the Company, any subsidiary or affiliate of the Company, any shareholder, or any other person or entity.
12. INDEMNIFICATION
The Company agrees to indemnify, defend, and hold harmless Calderwood & Harkness LLP, its current and former partners, associates, of counsel, employees, and agents (collectively, the "Indemnified Parties") from and against any and all losses, claims, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and costs of investigation) (collectively, "Losses") arising out of, relating to, or in connection with the Firm's performance of services under this engagement letter, including any Losses arising out of or relating to the Offering or any transaction contemplated hereby, except to the extent that such Losses are determined by a final, non-appealable judgment of a court of competent jurisdiction to have been primarily caused by the Firm's willful misconduct or gross negligence.
If indemnification as provided in this Section 12 is unavailable or insufficient to hold harmless any Indemnified Party, the Company shall contribute to the amount paid or payable by such Indemnified Party as a result of such Losses in such proportion as is appropriate to reflect the relative benefits received by the Company and the relative fault of the Company and the Indemnified Party. In no event, however, shall the Company's contribution obligation under this Section 12 be less than the amount of fees actually paid to the Firm by the Company in connection with this engagement.
The Company's indemnification and contribution obligations under this Section 12 are in addition to, and not in limitation of, any indemnification or contribution obligations of the Company under the Underwriting Agreement, the Deposit Agreement, or any other transaction document entered into in connection with the Offering.
The Company's obligations under this Section 12 shall survive the termination or expiration of this engagement.
13. TERMINATION
Either the Company or the Firm may terminate this engagement at any time, with or without cause, upon written notice delivered to the other party. The Firm's right to terminate the engagement is subject to the Firm's obligations under the applicable rules of professional conduct, including the obligation to provide reasonable notice and to take reasonable steps to avoid foreseeable prejudice to the Company's interests.
Upon termination of this engagement for any reason:
(a) The Company will remain responsible for payment of all fees and disbursements incurred through the effective date of termination, including any amounts invoiced but not yet paid as of such date;
(b) The Firm will use reasonable efforts to facilitate a smooth transition of the matter to successor counsel designated by the Company, including making available relevant files and work product (subject to the Firm's document retention policies and the Company's payment of all outstanding fees and disbursements); and
(c) The provisions of this engagement letter relating to confidentiality (Section 8), document retention (Section 9), attorney-client privilege and work product (Section 10), limitation of liability (Section 11), indemnification (Section 12), governing law and dispute resolution (Section 14), and any other provisions that by their nature are intended to survive termination, shall survive the termination of this engagement and shall continue in full force and effect.
14. GOVERNING LAW AND DISPUTE RESOLUTION
This engagement letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's services hereunder, or the relationship between the parties (including any dispute as to the validity, interpretation, enforceability, or breach of this engagement letter) shall be resolved by binding arbitration administered in New York, New York, by a mutually agreed arbitral institution or, failing agreement on an institution within thirty (30) days of written demand for arbitration, by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with the applicable rules. The arbitrator shall have the authority to award any remedy or relief that a court of competent jurisdiction could award, including injunctive and other equitable relief. The decision of the arbitrator shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction. Each party shall bear its own costs and expenses (including attorneys' fees) in connection with the arbitration, unless the arbitrator determines that a different allocation of costs is appropriate. The parties agree that any arbitration conducted hereunder shall be confidential.
15. MISCELLANEOUS
(a) Entire Agreement. This engagement letter, together with the supplemental engagement letter for the tax advisory scope of Leonard Cross dated January 15, 2026 (which is incorporated herein by reference), constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, representations, and communications, whether written or oral, relating to the subject matter hereof.
(b) Amendments. This engagement letter may not be amended, modified, supplemented, or waived except by a written instrument signed by an authorized representative of each party.
(c) Counterparts. This engagement letter may be executed in one or more counterparts (including by electronic signature or by facsimile or PDF transmission), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
(d) Headings. The headings and captions in this engagement letter are for convenience of reference only and shall not affect the interpretation or construction of any provision hereof.
(e) Severability. If any provision of this engagement letter is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this engagement letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
(f) No Third-Party Beneficiaries. This engagement letter is for the sole benefit of the Company and the Firm and their respective successors and permitted assigns, and nothing herein shall be construed to confer any rights or remedies on any third party.
(g) Notices. All notices and communications under this engagement letter shall be in writing and shall be deemed given when delivered personally, sent by reputable overnight courier, or transmitted by electronic mail (with confirmation of receipt), to the addresses set forth in this letter or such other addresses as may be designated by the parties in writing from time to time.
16. ACCEPTANCE AND EXECUTION
If the foregoing terms are acceptable to the Company, please indicate your acceptance by having the authorized representatives of Halcyon Semiconductor Aktiengesellschaft sign and date this letter in the space provided below and return one fully executed copy to the undersigned. Upon execution by both parties, this letter shall constitute a binding agreement between the Company and the Firm.
We are excited to work with you on this landmark transaction and confident that our team's deep experience in cross-border capital markets will serve Halcyon well throughout the Offering process. Please do not hesitate to contact Vivienne St. Claire at +1 (212) 455-2117 or vstclaire@calderwoodharkness.com, or Claire Dempsey at +1 (212) 455-2344 or cdempsey@calderwoodharkness.com, with any questions regarding this engagement letter or the Offering generally.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Vivienne St. Claire
Title: Partner
Date: ________
ACKNOWLEDGED AND AGREED:
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
By: ________
Name: Dr. Friedrich Wendt
Title: Chief Executive Officer (Vorstandsvorsitzender)
Date: January 12, 2026
By: ________
Name: Katarina Dalmqvist
Title: Chief Financial Officer (Finanzvorstand)
Date: January 12, 2026
ENCLOSURES
The following materials are enclosed with or will accompany this engagement letter:
1. Calderwood & Harkness LLP — Standard Terms of Engagement (Supplemental Terms Booklet, January 2026 Edition)