1032-00005 · Whitfield, Prager & Loomis LLP · Engagement

engagement-letter-halcyon.docx DOCUMENT M&A / Corporate

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PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Attorneys at Law

599 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: +1 (212) 556-7000 Facsimile: +1 (212) 556-7001 www.calderwoodharkness.com

Engagement No.: 1032-00005

May 22, 2023

Dr. Luisa Hartmann General Counsel Halcyon Semiconductor Aktiengesellschaft Halcyon-Platz 1 81739 München Germany

Re: Engagement of Calderwood & Harkness LLP — Proposed Acquisition of Vectris Photonics, Inc. Engagement No. 1032-00005

Dear Dr. Hartmann:

1. Introduction and Purpose

We are pleased that Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG") has selected Calderwood & Harkness LLP (the "Firm," "Calderwood & Harkness," "we," or "us") to serve as its United States legal counsel in connection with the proposed acquisition of Vectris Photonics, Inc. ("Vectris"), a corporation organized under the laws of the State of Delaware and headquartered at 4750 Ridgepoint Drive, Suite 300, San Jose, California 95134. We appreciate the confidence you and the Halcyon leadership team have placed in our Firm, and we look forward to working closely with you and your colleagues throughout this important transaction.

The purpose of this letter (this "Engagement Letter") is to set forth the terms and conditions upon which Calderwood & Harkness will represent Halcyon in connection with the proposed acquisition. We believe it is in the mutual interest of both the Firm and its clients to confirm in writing the basis on which we will provide our services, including the scope of the engagement, fee arrangements, billing procedures, and other matters addressed herein. This Engagement Letter is effective as of the date first written above and shall remain in effect until the engagement is terminated in accordance with Section 11 hereof or the engagement is otherwise concluded.

We ask that you review this Engagement Letter carefully and, if the terms set forth herein are acceptable, sign and return a copy to us as described in Section 15 below. Should you have any questions or wish to discuss any aspect of this letter, please do not hesitate to contact me directly.

2. Scope of Engagement

2.1 Primary Scope — Mergers & Acquisitions

Calderwood & Harkness will represent Halcyon in connection with its proposed acquisition of Vectris by means of an all-cash reverse triangular merger to be effected under the Delaware General Corporation Law (the "DGCL"), including, without limitation, the following:

(a) Due Diligence. Conducting a comprehensive legal due diligence investigation of Vectris, covering corporate organization and good standing, capitalization, intellectual property (patents, trademarks, copyrights, trade secrets, and technology licenses), material contracts and commercial agreements, outstanding and threatened litigation, regulatory compliance (including export controls, data privacy, and environmental matters), employment and labor matters (including executive compensation and benefit plans), real property interests, insurance coverage, and such other areas as may be identified during the course of the investigation.

(b) Transaction Structuring. Advising Halcyon on the structuring of the proposed transaction, including the formation and organization of a wholly owned Delaware merger subsidiary (a newly formed, special-purpose corporation) through which the reverse triangular merger will be consummated, and advising on the legal and structural implications of the selected acquisition structure under the DGCL and other applicable law.

(c) Transaction Documentation. Drafting, negotiating, and reviewing the definitive Agreement and Plan of Merger (the "Merger Agreement"), including all representations, warranties, covenants, closing conditions, indemnification provisions, and termination rights, as well as the preparation and negotiation of all related disclosure schedules, exhibits, and ancillary transaction documents, including without limitation voting and support agreements, letters of transmittal, escrow agreements, stockholder representative agreements, non-competition and non-solicitation agreements, and transition services agreements, as applicable.

(d) Counterparty Negotiations. Conducting negotiations with counsel to Vectris, which is expected to be represented by Whitfield, Prager & Loomis LLP, and with counsel to any other counterparty involved in the transaction, including the stockholders' representative.

(e) Financial Advisor Coordination. Coordinating with Halcyon's financial advisor, Ridgeline Partners LLC, on matters relating to transaction valuation, deal structure, and the financial aspects of the Merger Agreement, including the review and analysis of the financial advisor's engagement letter and fairness opinion (if applicable).

(f) Financing Documentation. Reviewing and analyzing the debt commitment letter and related financing commitment documentation to be provided by Meridian Atlantic Bank, N.A. (the "Financing Source"), and advising Halcyon on the terms, conditions, and limitations of the financing commitments, including the interplay between the financing conditions and the conditions to closing under the Merger Agreement.

(g) Closing Deliverables. Preparing and reviewing all closing deliverables, including legal opinions to be rendered by the Firm on behalf of Halcyon, officer's certificates, secretary's certificates, good standing certificates, board resolutions, and such other documents as may be required to satisfy the conditions to closing set forth in the Merger Agreement.

(h) Corporate Governance. Advising Halcyon on corporate governance matters arising in connection with the proposed transaction under Delaware law and, to the extent relevant to the transaction, under German corporate law, including the authorization and approval of the transaction by Halcyon's Vorstand and Aufsichtsrat (management board and supervisory board, respectively), and related fiduciary duty considerations.

(i) Post-Signing Compliance and Closing Mechanics. Advising on compliance with interim operating covenants, efforts-based regulatory covenants, and other post-signing obligations of the parties under the Merger Agreement, as well as the mechanics of closing, including the preparation and execution of closing documents and the coordination of the simultaneous exchange of deliverables and funding.

2.2 Antitrust and Competition Matters

In addition to the M&A-related services described above, Calderwood & Harkness will advise and represent Halcyon in connection with the following antitrust and competition law matters arising from the proposed acquisition:

(a) HSR Act Filing. Preparation and filing of the pre-merger notification required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), 15 U.S.C. §§ 18a et seq., with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ"), including the preparation of all required forms, narrative statements, and documentary submissions.

(b) EU Merger Regulation Filing. Preparation and filing of the Form CO notification required under Council Regulation (EC) No. 139/2004 (the "EU Merger Regulation" or "EUMR") with the European Commission, Directorate-General for Competition, including the compilation of all market share data, competitive analysis, and supporting documentary evidence.

(c) Regulatory Advocacy and Defense. Advocacy before the FTC, DOJ, European Commission, and any other governmental or regulatory authority with jurisdiction over the proposed transaction, including responding to any requests for additional information or documentary materials (commonly referred to as a "second request" in the United States), civil investigative demands, or equivalent requests from the European Commission, and representing Halcyon in any related regulatory proceedings, hearings, or investigations.

(d) Other Competition Filings. Advising on and, if within the scope of the Firm's capabilities, preparing any additional competition or antitrust filings that may be required in other jurisdictions in connection with the proposed transaction, or coordinating with local counsel in those jurisdictions as appropriate.

All antitrust and competition work will be led by Howard Bellamy, Specialist Partner, Antitrust & Competition, from the Firm's Washington, D.C. office, located at 1333 New Hampshire Avenue NW, Suite 700, Washington, D.C. 20036. Mr. Bellamy will coordinate closely with the M&A team and with Dr. Hartmann on all regulatory strategy and filings.

2.3 Exclusions. This engagement does not include the following, which are expressly excluded from its scope:

(a) German corporate, tax, or regulatory advice, which Halcyon has indicated will be provided by its German counsel of record;

(b) Tax structuring advice, including advice on the tax consequences of the proposed transaction to Halcyon, Vectris, or their respective stockholders;

(c) Representation of Halcyon or any of its affiliates in any matter unrelated to the proposed acquisition of Vectris; and

(d) Any litigation or dispute resolution proceedings other than antitrust regulatory defense directly arising in connection with the proposed transaction, as described in Section 2.2 above.

Should Halcyon wish to expand the scope of this engagement to include any of the foregoing matters or any other matter not described herein, separate engagement terms would be required, subject to the Firm's standard conflicts clearance and new-matter intake procedures. We would be pleased to discuss any such expansion with you at your convenience.

3. Engagement Team

Calderwood & Harkness has assembled a team of experienced professionals to handle this engagement efficiently and effectively. The principal members of the engagement team are as follows:

Oliver Mackenzie — Responsible Partner, Mergers & Acquisitions. Mr. Mackenzie will serve as the primary point of contact for Dr. Hartmann and will have overall supervisory responsibility for all aspects of the engagement, including transaction strategy, drafting and negotiation of the Merger Agreement and ancillary documents, and coordination among the various workstreams. Mr. Mackenzie may be reached at +1 (212) 556-7100 or omackenzie@calderwoodharkness.com.

Harrison Wexford — Billing Partner, Mergers & Acquisitions. Mr. Wexford will be responsible for all billing, invoicing, and fee-related matters in connection with this engagement. Any questions regarding invoices or payment should be directed to Mr. Wexford at +1 (212) 556-7215 or hwexford@calderwoodharkness.com.

Howard Bellamy — Specialist Partner, Antitrust & Competition. Mr. Bellamy will lead all antitrust and competition law work, including the preparation and filing of the HSR notification and the EUMR Form CO, as well as all regulatory advocacy, second request compliance, and related proceedings. Mr. Bellamy may be reached at +1 (202) 448-6300 or hbellamy@calderwoodharkness.com.

Derek Okonkwo — Lead Associate, Mergers & Acquisitions. Mr. Okonkwo will be responsible for the day-to-day management of due diligence, transaction document drafting and coordination, and closing mechanics. He will serve as the primary operational contact for Halcyon's internal deal team and will report directly to Mr. Mackenzie.

Tiffany Rosenthal — Working Associate, Mergers & Acquisitions. Ms. Rosenthal will support the engagement team on due diligence, legal research, and document preparation, working closely with Mr. Okonkwo and the broader transaction team.

Additional attorneys, paralegals, and professional staff may be assigned to the engagement as the volume and complexity of the work require. Such assignments will be made at rates commensurate with the experience levels of the personnel involved, as further described in Section 4 below. We will consult with Dr. Hartmann or her designee before making any material changes to the composition of the engagement team, and we will endeavor to maintain continuity of staffing throughout the engagement.

4. Fee Arrangement

4.1 Hourly Rates

All professional services rendered by Calderwood & Harkness in connection with this engagement will be billed on an hourly basis. The current hourly rates for the principal members of the engagement team are as follows:

Additional attorneys and paralegals assigned to the engagement will be billed at rates reflecting their respective seniority and experience levels. For reference, current associate rates at the Firm range from $650 to $1,200 per hour, and paralegal rates range from $350 to $500 per hour.

The Firm's standard hourly rates are subject to adjustment on an annual basis, with adjustments typically taking effect on January 1 of each calendar year. In the event that rate adjustments are implemented during the pendency of this engagement, we will communicate the revised rates to Dr. Hartmann in advance, and adjusted rates will apply only to services rendered on or after the effective date of the adjustment.

4.2 Fee Cap (M&A Work)

In recognition of the importance of this engagement and the longstanding relationship between Halcyon and the Firm, the parties have agreed to a soft fee cap of Six Million Five Hundred Thousand United States Dollars ($6,500,000) (the "Soft Fee Cap") for all M&A-related professional services rendered in connection with this engagement. The Soft Fee Cap covers all services described in Section 2.1 above, including due diligence, transaction negotiation and documentation, signing and closing mechanics, corporate governance advisory work, and related corporate advisory services.

The Soft Fee Cap is exclusive of the following, which are not subject to any fee cap:

(a) All antitrust and competition work described in Section 2.2 above, including HSR Act and EUMR filings, regulatory advocacy, second request compliance, and any antitrust-related litigation or proceedings, which will be billed separately at the hourly rates set forth in Section 4.1; and

(b) All disbursements and out-of-pocket expenses as described in Section 5 below.

The Soft Fee Cap is intended to provide Halcyon with a reasonable expectation of the Firm's total M&A fees for the engagement, based on the Firm's current understanding of the scope and complexity of the transaction. If total M&A fees approach or are reasonably expected to exceed the Soft Fee Cap, the Firm will promptly notify Dr. Hartmann and will discuss with her whether a revised fee arrangement or budget is warranted under the circumstances. The Firm will not cease work on the engagement solely as a result of fees reaching or exceeding the Soft Fee Cap absent mutual agreement between the Firm and Halcyon.

The Soft Fee Cap contemplates a transaction proceeding on a customary timeline and scope through signing and closing. Material expansion of the scope of the engagement — including, by way of example and not limitation, contested stockholder litigation, post-closing purchase price adjustment disputes, integration-related legal work, or representation of Halcyon in ancillary disputes arising from the transaction — may require adjustment of the Soft Fee Cap by mutual agreement of the parties.

4.3 Antitrust and Regulatory Fees

All antitrust and competition work described in Section 2.2 will be billed at the hourly rates set forth in Section 4.1 above, with no fee cap. We recognize that the scope and duration of antitrust review can be difficult to predict, particularly in transactions involving complex technology markets, and that antitrust costs may vary significantly depending on the depth of review undertaken by the relevant regulatory authorities.

To provide Halcyon with appropriate visibility into anticipated costs, the Firm will provide monthly estimates of anticipated antitrust-related professional fees and will furnish periodic updates on actual billings as compared to the initial budget. In the event that the antitrust workstream expands materially — for example, upon issuance of a second request by the FTC or DOJ or a Phase II investigation by the European Commission — Mr. Bellamy will promptly advise Dr. Hartmann and provide a revised cost estimate.

5. Expenses and Disbursements

In addition to professional fees, Halcyon will reimburse Calderwood & Harkness for all reasonable out-of-pocket expenses and disbursements incurred in connection with this engagement. Such expenses may include, without limitation, the following:

(a) Travel Expenses. Airfare (coach class for domestic flights under four hours; business class for international flights and domestic flights exceeding four hours), lodging, ground transportation (including taxis, car services, and rental vehicles), and meals incurred in connection with due diligence site visits, in-person meetings with Halcyon or Vectris personnel, regulatory hearings and meetings, and other travel reasonably required by the engagement.

(b) Filing Fees. Fees payable in connection with the HSR Act pre-merger notification filing (currently $280,000 for transactions valued at or above $500 million but less than $1 billion, or as adjusted by applicable thresholds), EUMR Form CO notification filing fees, Delaware Secretary of State filing fees (for formation and qualification of the merger subsidiary and related filings), and any court or governmental agency filing fees.

(c) Document Production and Reproduction. Costs associated with the reproduction, printing, and binding of transaction documents, board materials, regulatory filings, and other materials.

(d) Electronic Data Room and E-discovery. Fees charged by third-party electronic data room providers, e-discovery vendors, and technology service providers, to the extent such services are utilized in connection with due diligence, regulatory filings, or related activities.

(e) Courier, Postage, and Delivery. Charges for courier services, FedEx, ups, overnight delivery, and postage.

(f) Legal Research. Charges for computerized legal research services, including Westmark Data Systems, Sundial Solutions, Cascade Services Inc., and specialized databases.

(g) Expert Consultants. Fees and expenses of expert consultants retained in connection with the engagement, including economic or technical experts engaged in connection with antitrust filings or regulatory advocacy; provided that the retention of any such expert consultant will be subject to the prior approval of Dr. Hartmann or her designee.

Any individual expense item exceeding Twenty-Five Thousand United States Dollars ($25,000) will be pre-approved by Dr. Hartmann or her designee prior to the Firm incurring such expense, unless the expense is a governmental filing fee for which advance approval has been provided in connection with the Firm's filing of the relevant notification or application.

Filing fees payable under the HSR Act and the EUMR are the financial obligation of Halcyon as the acquiring party. Such fees may be paid directly by Halcyon to the relevant governmental authority or advanced by the Firm and reimbursed by Halcyon, at Halcyon's election.

6. Billing and Payment Terms

Calderwood & Harkness will render invoices on a monthly basis. Each invoice will include a summary description of services performed during the applicable billing period, the name and title of each timekeeper who performed services, the number of hours expended by each timekeeper, the applicable hourly rate, and an itemization of all disbursements and out-of-pocket expenses incurred during the period. Invoices will conform to Halcyon's outside counsel billing guidelines to the extent such guidelines have been provided to the Firm and are consistent with the terms of this Engagement Letter.

All invoices are due and payable within thirty (30) days of the date of the invoice. Invoices will be transmitted electronically (with hard copies upon request) to the following:

Dr. Luisa Hartmann General Counsel Halcyon Semiconductor Aktiengesellschaft Halcyon-Platz 1 81739 München, Germany

Email: l.hartmann@halcyon-semi.de

With a copy to:

Markus Ellinger Chief Financial Officer Halcyon Semiconductor Aktiengesellschaft Halcyon-Platz 1 81739 München, Germany

Email: m.ellinger@halcyon-semi.de

All payments should be made by wire transfer in United States Dollars to Calderwood & Harkness's designated attorney trust or operating account, as applicable. Detailed wire transfer instructions will be provided with each invoice and are also enclosed with this Engagement Letter as Enclosure (1).

Calderwood & Harkness reserves the right to charge interest on past-due amounts at the rate of one percent (1.0%) per month (equivalent to an annual rate of twelve percent (12%)), or the maximum rate permitted by applicable law, whichever is lower. The accrual of interest on any past-due amount shall not constitute a waiver of any other right or remedy available to the Firm with respect to non-payment, and the Firm reserves all rights and remedies available at law or in equity.

7. Client Identity and Communications

The client in this engagement is Halcyon Semiconductor Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany. The Firm does not, by reason of this engagement, represent any subsidiary, affiliate, parent, officer, director, employee, agent, or shareholder of Halcyon in their individual or personal capacity, nor does the Firm represent any other entity within the Halcyon corporate group, unless expressly agreed in writing.

The primary client contact for this engagement is Dr. Luisa Hartmann, General Counsel of Halcyon. All substantive legal communications, strategic recommendations, and significant developments relating to the engagement will be directed to Dr. Hartmann in the first instance. The Firm is also authorized to communicate with Dr. Katarina Breuer (Chief Executive Officer) and Markus Ellinger (Chief Financial Officer) as necessary and as directed by Dr. Hartmann, and with such other persons as Dr. Hartmann may from time to time designate in writing.

All privileged communications will be directed only to authorized persons within the Halcyon organization. Halcyon agrees to take reasonable steps to preserve the attorney-client privilege and work product protections applicable to communications and materials generated in connection with this engagement, including limiting the internal distribution of privileged materials to those persons with a need to know, marking privileged materials appropriately, and refraining from disclosing the substance of privileged communications to third parties without the Firm's prior consultation. We are available to provide guidance to Halcyon's team on best practices for privilege preservation in connection with the transaction.

8. Conflicts of Interest

Calderwood & Harkness has conducted a comprehensive conflicts check as of the date of this Engagement Letter and has determined that no conflict of interest exists that would preclude the Firm from undertaking this engagement under the applicable rules of professional conduct. The conflicts check encompassed the following parties and their respective known affiliates:

• Halcyon Semiconductor Aktiengesellschaft and its known subsidiaries and affiliates;

• Vectris Photonics, Inc. and its known subsidiaries and affiliates;

• Directors and officers of Halcyon and Vectris;

• Significant shareholders of Vectris, including Granite Peak Ventures Fund IV, L.P., Nordhaven Capital Partners III, L.P., and Stonebridge Institutional Investors, L.P.;

• Halcyon's financial advisor, Ridgeline Partners LLC;

• Vectris's financial advisor, Clearwater Zanthor & Co., LLC;

• The Financing Source, Meridian Atlantic Bank, N.A.; and

• Such other parties as were identified by Halcyon in the new-matter questionnaire submitted in connection with this engagement.

Halcyon acknowledges that Calderwood & Harkness is a large, diversified law firm with offices in multiple jurisdictions and that the Firm currently represents, and may in the future represent, entities and individuals that have interests adverse to Halcyon in matters wholly unrelated to this engagement. By executing this Engagement Letter, Halcyon consents to such representations, provided that they do not involve the same matter or a substantially related matter as this engagement and provided that such representations do not involve the assertion of a claim directly against Halcyon or the defense of a claim asserted by Halcyon. This advance waiver is intended to be construed broadly and in accordance with Rule 1.7 of the New York Rules of Professional Conduct, but it shall not apply to any matter where the Firm's representation would be materially limited by the Firm's responsibilities to Halcyon under this engagement or any other engagement.

If any actual or potential conflict of interest arises during the course of this engagement, the Firm will promptly notify Dr. Hartmann, provide full disclosure of the relevant circumstances, and, if necessary, implement appropriate ethical screens or other safeguards, or seek an informed written waiver from the affected parties. In the event that a conflict cannot be resolved to the satisfaction of both parties, the Firm will withdraw from the conflicting representation in accordance with its ethical obligations.

9. Confidentiality

Calderwood & Harkness will maintain in strict confidence all non-public information received from or on behalf of Halcyon in connection with this engagement, including without limitation business plans, financial data, technical information, trade secrets, strategic analyses, board deliberations, and other proprietary or sensitive materials (collectively, "Confidential Information"). The Firm will restrict access to Confidential Information to those attorneys, paralegals, and professional staff within the Firm who have a need to know such information in order to render the services contemplated by this Engagement Letter.

The Firm will not disclose Confidential Information to any third party without Halcyon's prior written consent, except to the extent that disclosure is (a) required by applicable law, court order, subpoena, or governmental directive; (b) required by the applicable rules of professional conduct governing the Firm's practice; or (c) made to third-party service providers (such as e-discovery vendors or data room providers) that are bound by appropriate confidentiality obligations and are engaged in connection with the services contemplated hereby.

The Firm's obligations of confidentiality under this Section 9 shall survive the termination or conclusion of this engagement and shall continue in perpetuity, subject only to the exceptions described herein.

10. Document Retention

Upon the conclusion of this engagement, whether by completion of the transaction, termination, or otherwise, files and documents generated or maintained by the Firm in connection with the engagement will be retained in accordance with Calderwood & Harkness's document retention policies, which generally provide for a minimum retention period of ten (10) years from the date of matter closing for substantive work product, correspondence, and transaction documents.

Original documents provided by Halcyon to the Firm in connection with the engagement will be returned to Halcyon upon written request. In the absence of such a request, original documents will be retained and subsequently disposed of in accordance with the Firm's standard retention and destruction policies.

Electronic files, including email correspondence, drafts, and electronic work product, will be maintained in the Firm's secure document management system for the retention period described above. Halcyon may request copies of such electronic files at any time during the retention period, subject to reasonable retrieval and reproduction charges.

Halcyon acknowledges that, following the expiration of the applicable retention period, the Firm may destroy or dispose of engagement files without further notice to or consent from Halcyon, unless Halcyon has previously requested the return of such files or otherwise instructed the Firm in writing to retain them for a longer period.

11. Termination of Engagement

Either party may terminate this engagement at any time upon written notice to the other party. Any termination by the Firm shall be subject to the Firm's ethical obligations under the applicable rules of professional conduct, including the obligation to avoid prejudice to Halcyon and to take reasonable steps to protect Halcyon's interests.

Upon termination of the engagement for any reason, Halcyon shall remain obligated to pay for all professional services rendered and all expenses and disbursements incurred by the Firm through the effective date of termination. The Firm will render a final invoice within thirty (30) days following the effective date of termination.

In the event of termination, the Firm will take reasonable steps to protect Halcyon's interests, including providing reasonable notice to allow Halcyon to retain successor counsel, facilitating the orderly transfer of files, work product, and Confidential Information to successor counsel (if requested by Halcyon), and cooperating with successor counsel during a reasonable transition period. The Firm's obligations of confidentiality, document retention, and cooperation shall survive termination as provided in this Engagement Letter.

12. Limitation of Liability

To the fullest extent permitted by applicable law, Calderwood & Harkness's aggregate liability to Halcyon (and its affiliates, officers, directors, employees, agents, and successors) arising out of or relating to the services rendered under this Engagement Letter, whether in contract, tort, or otherwise, shall not exceed the total amount of professional fees actually paid by Halcyon to the Firm under this Engagement Letter as of the date any claim is finally adjudicated or otherwise resolved; provided, however, that the foregoing limitation shall not apply to liability arising from the Firm's willful misconduct or gross negligence.

In no event shall Calderwood & Harkness be liable for any consequential, incidental, special, indirect, or punitive damages, including without limitation lost profits, lost revenue, loss of business opportunity, or diminution in value, regardless of whether the Firm has been advised of the possibility of such damages and regardless of the theory of liability asserted.

The limitations set forth in this Section 12 shall survive the termination or conclusion of this engagement and shall apply regardless of whether the engagement is terminated by the Firm, by Halcyon, or by mutual agreement.

13. 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 giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction.

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the services rendered hereunder, including any dispute regarding the existence, validity, interpretation, performance, breach, or termination of this Engagement Letter, shall be resolved by binding arbitration administered in New York, New York, under the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with such rules. The arbitrator shall have the authority to award any remedy available at law or in equity, subject to the limitations set forth in Section 12 above. The decision and award of the arbitrator shall be final and binding upon the parties and may be entered and enforced in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines that an award of costs or fees is appropriate under the circumstances.

Notwithstanding the foregoing, nothing in this Section 13 shall preclude either party from seeking interim or provisional relief from a court of competent jurisdiction in connection with any dispute, including injunctive or equitable relief, to the extent necessary to preserve the status quo or prevent irreparable harm pending the outcome of an arbitration proceeding.

14. Miscellaneous

This Engagement Letter constitutes the entire agreement between Halcyon and Calderwood & Harkness with respect to the subject matter hereof and supersedes all prior or contemporaneous discussions, negotiations, representations, understandings, and agreements, whether written or oral, relating to the engagement described herein. No amendment, modification, or waiver of any provision of this Engagement Letter shall be effective unless set forth in a writing signed by both parties.

This Engagement Letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Engagement Letter by facsimile, portable document format (PDF), or other electronic means (including DocuSign or similar electronic signature platforms) shall be deemed to have the same legal effect as delivery of an original executed copy.

If any provision of this Engagement Letter is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving, to the greatest extent possible, the original intent of the parties.

The headings used in this Engagement Letter are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.

15. Acceptance and Execution

We would appreciate your reviewing this Engagement Letter at your earliest convenience. If the terms set forth herein are acceptable, please indicate Halcyon's agreement by having the enclosed copy of this letter signed by an authorized representative of Halcyon and returning it to me at the address set forth above (or by electronic transmission to omackenzie@calderwoodharkness.com). A countersigned copy will be returned to you for your records.

We are grateful for the opportunity to represent Halcyon in this significant transaction and look forward to a productive and successful working relationship.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Oliver Mackenzie Responsible Partner, Mergers & Acquisitions 599 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: +1 (212) 556-7100

Email: omackenzie@calderwoodharkness.com

ACKNOWLEDGMENT AND AGREEMENT

The undersigned, on behalf of Halcyon Semiconductor Aktiengesellschaft, hereby acknowledges receipt of the foregoing Engagement Letter dated May 22, 2023, has read and understands the terms and conditions set forth therein, and agrees to be bound by such terms and conditions as of the date set forth below.

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

By: ________

Name: Dr. Luisa Hartmann

Title: General Counsel

Halcyon-Platz 1, 81739 München, Germany

Date: ________

Enclosures:

(1) Calderwood & Harkness LLP wire transfer instructions for payment

(2) IRS Form W-8BEN-E (for international client billing purposes, if applicable)

Distribution:

cc: Oliver Mackenzie, Esq. (engagement file) cc: Harrison Wexford, Esq. (billing) cc: Howard Bellamy, Esq. (antitrust lead) cc: Calderwood & Harkness LLP — New Business / Conflicts Committee

Engagement No.: 1032-00005

Timekeeper	Title	Hourly Rate (USD)
Oliver Mackenzie	Responsible Partner, Mergers & Acquisitions	$1,850
Harrison Wexford	Billing Partner, Mergers & Acquisitions	$1,850
Howard Bellamy	Specialist Partner, Antitrust & Competition	$1,750
Derek Okonkwo	Lead Associate, Mergers & Acquisitions	$1,050
Tiffany Rosenthal	Working Associate, Mergers & Acquisitions	$875

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Attorneys at Law
599 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: +1 (212) 556-7000 Facsimile: +1 (212) 556-7001 www.calderwoodharkness.com
Engagement No.: 1032-00005
May 22, 2023
Dr. Luisa Hartmann General Counsel Halcyon Semiconductor Aktiengesellschaft Halcyon-Platz 1 81739 München Germany
Re: Engagement of Calderwood & Harkness LLP — Proposed Acquisition of Vectris Photonics, Inc. Engagement No. 1032-00005
Dear Dr. Hartmann:
1. Introduction and Purpose
We are pleased that Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG") has selected Calderwood & Harkness LLP (the "Firm," "Calderwood & Harkness," "we," or "us") to serve as its United States legal counsel in connection with the proposed acquisition of Vectris Photonics, Inc. ("Vectris"), a corporation organized under the laws of the State of Delaware and headquartered at 4750 Ridgepoint Drive, Suite 300, San Jose, California 95134. We appreciate the confidence you and the Halcyon leadership team have placed in our Firm, and we look forward to working closely with you and your colleagues throughout this important transaction.
The purpose of this letter (this "Engagement Letter") is to set forth the terms and conditions upon which Calderwood & Harkness will represent Halcyon in connection with the proposed acquisition. We believe it is in the mutual interest of both the Firm and its clients to confirm in writing the basis on which we will provide our services, including the scope of the engagement, fee arrangements, billing procedures, and other matters addressed herein. This Engagement Letter is effective as of the date first written above and shall remain in effect until the engagement is terminated in accordance with Section 11 hereof or the engagement is otherwise concluded.
We ask that you review this Engagement Letter carefully and, if the terms set forth herein are acceptable, sign and return a copy to us as described in Section 15 below. Should you have any questions or wish to discuss any aspect of this letter, please do not hesitate to contact me directly.
2. Scope of Engagement
2.1 Primary Scope — Mergers & Acquisitions
Calderwood & Harkness will represent Halcyon in connection with its proposed acquisition of Vectris by means of an all-cash reverse triangular merger to be effected under the Delaware General Corporation Law (the "DGCL"), including, without limitation, the following:
(a) Due Diligence. Conducting a comprehensive legal due diligence investigation of Vectris, covering corporate organization and good standing, capitalization, intellectual property (patents, trademarks, copyrights, trade secrets, and technology licenses), material contracts and commercial agreements, outstanding and threatened litigation, regulatory compliance (including export controls, data privacy, and environmental matters), employment and labor matters (including executive compensation and benefit plans), real property interests, insurance coverage, and such other areas as may be identified during the course of the investigation.
(b) Transaction Structuring. Advising Halcyon on the structuring of the proposed transaction, including the formation and organization of a wholly owned Delaware merger subsidiary (a newly formed, special-purpose corporation) through which the reverse triangular merger will be consummated, and advising on the legal and structural implications of the selected acquisition structure under the DGCL and other applicable law.
(c) Transaction Documentation. Drafting, negotiating, and reviewing the definitive Agreement and Plan of Merger (the "Merger Agreement"), including all representations, warranties, covenants, closing conditions, indemnification provisions, and termination rights, as well as the preparation and negotiation of all related disclosure schedules, exhibits, and ancillary transaction documents, including without limitation voting and support agreements, letters of transmittal, escrow agreements, stockholder representative agreements, non-competition and non-solicitation agreements, and transition services agreements, as applicable.
(d) Counterparty Negotiations. Conducting negotiations with counsel to Vectris, which is expected to be represented by Whitfield, Prager & Loomis LLP, and with counsel to any other counterparty involved in the transaction, including the stockholders' representative.
(e) Financial Advisor Coordination. Coordinating with Halcyon's financial advisor, Ridgeline Partners LLC, on matters relating to transaction valuation, deal structure, and the financial aspects of the Merger Agreement, including the review and analysis of the financial advisor's engagement letter and fairness opinion (if applicable).
(f) Financing Documentation. Reviewing and analyzing the debt commitment letter and related financing commitment documentation to be provided by Meridian Atlantic Bank, N.A. (the "Financing Source"), and advising Halcyon on the terms, conditions, and limitations of the financing commitments, including the interplay between the financing conditions and the conditions to closing under the Merger Agreement.
(g) Closing Deliverables. Preparing and reviewing all closing deliverables, including legal opinions to be rendered by the Firm on behalf of Halcyon, officer's certificates, secretary's certificates, good standing certificates, board resolutions, and such other documents as may be required to satisfy the conditions to closing set forth in the Merger Agreement.
(h) Corporate Governance. Advising Halcyon on corporate governance matters arising in connection with the proposed transaction under Delaware law and, to the extent relevant to the transaction, under German corporate law, including the authorization and approval of the transaction by Halcyon's Vorstand and Aufsichtsrat (management board and supervisory board, respectively), and related fiduciary duty considerations.
(i) Post-Signing Compliance and Closing Mechanics. Advising on compliance with interim operating covenants, efforts-based regulatory covenants, and other post-signing obligations of the parties under the Merger Agreement, as well as the mechanics of closing, including the preparation and execution of closing documents and the coordination of the simultaneous exchange of deliverables and funding.
2.2 Antitrust and Competition Matters
In addition to the M&A-related services described above, Calderwood & Harkness will advise and represent Halcyon in connection with the following antitrust and competition law matters arising from the proposed acquisition:
(a) HSR Act Filing. Preparation and filing of the pre-merger notification required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), 15 U.S.C. §§ 18a et seq., with the Federal Trade Commission (the "FTC") and the Antitrust Division of the United States Department of Justice (the "DOJ"), including the preparation of all required forms, narrative statements, and documentary submissions.
(b) EU Merger Regulation Filing. Preparation and filing of the Form CO notification required under Council Regulation (EC) No. 139/2004 (the "EU Merger Regulation" or "EUMR") with the European Commission, Directorate-General for Competition, including the compilation of all market share data, competitive analysis, and supporting documentary evidence.
(c) Regulatory Advocacy and Defense. Advocacy before the FTC, DOJ, European Commission, and any other governmental or regulatory authority with jurisdiction over the proposed transaction, including responding to any requests for additional information or documentary materials (commonly referred to as a "second request" in the United States), civil investigative demands, or equivalent requests from the European Commission, and representing Halcyon in any related regulatory proceedings, hearings, or investigations.
(d) Other Competition Filings. Advising on and, if within the scope of the Firm's capabilities, preparing any additional competition or antitrust filings that may be required in other jurisdictions in connection with the proposed transaction, or coordinating with local counsel in those jurisdictions as appropriate.
All antitrust and competition work will be led by Howard Bellamy, Specialist Partner, Antitrust & Competition, from the Firm's Washington, D.C. office, located at 1333 New Hampshire Avenue NW, Suite 700, Washington, D.C. 20036. Mr. Bellamy will coordinate closely with the M&A team and with Dr. Hartmann on all regulatory strategy and filings.
2.3 Exclusions.  This engagement does not include the following, which are expressly excluded from its scope:
(a) German corporate, tax, or regulatory advice, which Halcyon has indicated will be provided by its German counsel of record;
(b) Tax structuring advice, including advice on the tax consequences of the proposed transaction to Halcyon, Vectris, or their respective stockholders;
(c) Representation of Halcyon or any of its affiliates in any matter unrelated to the proposed acquisition of Vectris; and
(d) Any litigation or dispute resolution proceedings other than antitrust regulatory defense directly arising in connection with the proposed transaction, as described in Section 2.2 above.
Should Halcyon wish to expand the scope of this engagement to include any of the foregoing matters or any other matter not described herein, separate engagement terms would be required, subject to the Firm's standard conflicts clearance and new-matter intake procedures. We would be pleased to discuss any such expansion with you at your convenience.
3. Engagement Team
Calderwood & Harkness has assembled a team of experienced professionals to handle this engagement efficiently and effectively. The principal members of the engagement team are as follows:
Oliver Mackenzie — Responsible Partner, Mergers & Acquisitions. Mr. Mackenzie will serve as the primary point of contact for Dr. Hartmann and will have overall supervisory responsibility for all aspects of the engagement, including transaction strategy, drafting and negotiation of the Merger Agreement and ancillary documents, and coordination among the various workstreams. Mr. Mackenzie may be reached at +1 (212) 556-7100 or omackenzie@calderwoodharkness.com.
Harrison Wexford — Billing Partner, Mergers & Acquisitions. Mr. Wexford will be responsible for all billing, invoicing, and fee-related matters in connection with this engagement. Any questions regarding invoices or payment should be directed to Mr. Wexford at +1 (212) 556-7215 or hwexford@calderwoodharkness.com.
Howard Bellamy — Specialist Partner, Antitrust & Competition. Mr. Bellamy will lead all antitrust and competition law work, including the preparation and filing of the HSR notification and the EUMR Form CO, as well as all regulatory advocacy, second request compliance, and related proceedings. Mr. Bellamy may be reached at +1 (202) 448-6300 or hbellamy@calderwoodharkness.com.
Derek Okonkwo — Lead Associate, Mergers & Acquisitions. Mr. Okonkwo will be responsible for the day-to-day management of due diligence, transaction document drafting and coordination, and closing mechanics. He will serve as the primary operational contact for Halcyon's internal deal team and will report directly to Mr. Mackenzie.
Tiffany Rosenthal — Working Associate, Mergers & Acquisitions. Ms. Rosenthal will support the engagement team on due diligence, legal research, and document preparation, working closely with Mr. Okonkwo and the broader transaction team.
Additional attorneys, paralegals, and professional staff may be assigned to the engagement as the volume and complexity of the work require. Such assignments will be made at rates commensurate with the experience levels of the personnel involved, as further described in Section 4 below. We will consult with Dr. Hartmann or her designee before making any material changes to the composition of the engagement team, and we will endeavor to maintain continuity of staffing throughout the engagement.
4. Fee Arrangement
4.1 Hourly Rates
All professional services rendered by Calderwood & Harkness in connection with this engagement will be billed on an hourly basis. The current hourly rates for the principal members of the engagement team are as follows:
Additional attorneys and paralegals assigned to the engagement will be billed at rates reflecting their respective seniority and experience levels. For reference, current associate rates at the Firm range from $650 to $1,200 per hour, and paralegal rates range from $350 to $500 per hour.
The Firm's standard hourly rates are subject to adjustment on an annual basis, with adjustments typically taking effect on January 1 of each calendar year. In the event that rate adjustments are implemented during the pendency of this engagement, we will communicate the revised rates to Dr. Hartmann in advance, and adjusted rates will apply only to services rendered on or after the effective date of the adjustment.
4.2 Fee Cap (M&A Work)
In recognition of the importance of this engagement and the longstanding relationship between Halcyon and the Firm, the parties have agreed to a soft fee cap of Six Million Five Hundred Thousand United States Dollars ($6,500,000) (the "Soft Fee Cap") for all M&A-related professional services rendered in connection with this engagement. The Soft Fee Cap covers all services described in Section 2.1 above, including due diligence, transaction negotiation and documentation, signing and closing mechanics, corporate governance advisory work, and related corporate advisory services.
The Soft Fee Cap is exclusive of the following, which are not subject to any fee cap:
(a) All antitrust and competition work described in Section 2.2 above, including HSR Act and EUMR filings, regulatory advocacy, second request compliance, and any antitrust-related litigation or proceedings, which will be billed separately at the hourly rates set forth in Section 4.1; and
(b) All disbursements and out-of-pocket expenses as described in Section 5 below.
The Soft Fee Cap is intended to provide Halcyon with a reasonable expectation of the Firm's total M&A fees for the engagement, based on the Firm's current understanding of the scope and complexity of the transaction. If total M&A fees approach or are reasonably expected to exceed the Soft Fee Cap, the Firm will promptly notify Dr. Hartmann and will discuss with her whether a revised fee arrangement or budget is warranted under the circumstances. The Firm will not cease work on the engagement solely as a result of fees reaching or exceeding the Soft Fee Cap absent mutual agreement between the Firm and Halcyon.
The Soft Fee Cap contemplates a transaction proceeding on a customary timeline and scope through signing and closing. Material expansion of the scope of the engagement — including, by way of example and not limitation, contested stockholder litigation, post-closing purchase price adjustment disputes, integration-related legal work, or representation of Halcyon in ancillary disputes arising from the transaction — may require adjustment of the Soft Fee Cap by mutual agreement of the parties.
4.3 Antitrust and Regulatory Fees
All antitrust and competition work described in Section 2.2 will be billed at the hourly rates set forth in Section 4.1 above, with no fee cap. We recognize that the scope and duration of antitrust review can be difficult to predict, particularly in transactions involving complex technology markets, and that antitrust costs may vary significantly depending on the depth of review undertaken by the relevant regulatory authorities.
To provide Halcyon with appropriate visibility into anticipated costs, the Firm will provide monthly estimates of anticipated antitrust-related professional fees and will furnish periodic updates on actual billings as compared to the initial budget. In the event that the antitrust workstream expands materially — for example, upon issuance of a second request by the FTC or DOJ or a Phase II investigation by the European Commission — Mr. Bellamy will promptly advise Dr. Hartmann and provide a revised cost estimate.
5. Expenses and Disbursements
In addition to professional fees, Halcyon will reimburse Calderwood & Harkness for all reasonable out-of-pocket expenses and disbursements incurred in connection with this engagement. Such expenses may include, without limitation, the following:
(a) Travel Expenses. Airfare (coach class for domestic flights under four hours; business class for international flights and domestic flights exceeding four hours), lodging, ground transportation (including taxis, car services, and rental vehicles), and meals incurred in connection with due diligence site visits, in-person meetings with Halcyon or Vectris personnel, regulatory hearings and meetings, and other travel reasonably required by the engagement.
(b) Filing Fees. Fees payable in connection with the HSR Act pre-merger notification filing (currently $280,000 for transactions valued at or above $500 million but less than $1 billion, or as adjusted by applicable thresholds), EUMR Form CO notification filing fees, Delaware Secretary of State filing fees (for formation and qualification of the merger subsidiary and related filings), and any court or governmental agency filing fees.
(c) Document Production and Reproduction. Costs associated with the reproduction, printing, and binding of transaction documents, board materials, regulatory filings, and other materials.
(d) Electronic Data Room and E-discovery. Fees charged by third-party electronic data room providers, e-discovery vendors, and technology service providers, to the extent such services are utilized in connection with due diligence, regulatory filings, or related activities.
(e) Courier, Postage, and Delivery. Charges for courier services, FedEx, ups, overnight delivery, and postage.
(f) Legal Research. Charges for computerized legal research services, including Westmark Data Systems, Sundial Solutions, Cascade Services Inc., and specialized databases.
(g) Expert Consultants. Fees and expenses of expert consultants retained in connection with the engagement, including economic or technical experts engaged in connection with antitrust filings or regulatory advocacy; provided that the retention of any such expert consultant will be subject to the prior approval of Dr. Hartmann or her designee.
Any individual expense item exceeding Twenty-Five Thousand United States Dollars ($25,000) will be pre-approved by Dr. Hartmann or her designee prior to the Firm incurring such expense, unless the expense is a governmental filing fee for which advance approval has been provided in connection with the Firm's filing of the relevant notification or application.
Filing fees payable under the HSR Act and the EUMR are the financial obligation of Halcyon as the acquiring party. Such fees may be paid directly by Halcyon to the relevant governmental authority or advanced by the Firm and reimbursed by Halcyon, at Halcyon's election.
6. Billing and Payment Terms
Calderwood & Harkness will render invoices on a monthly basis. Each invoice will include a summary description of services performed during the applicable billing period, the name and title of each timekeeper who performed services, the number of hours expended by each timekeeper, the applicable hourly rate, and an itemization of all disbursements and out-of-pocket expenses incurred during the period. Invoices will conform to Halcyon's outside counsel billing guidelines to the extent such guidelines have been provided to the Firm and are consistent with the terms of this Engagement Letter.
All invoices are due and payable within thirty (30) days of the date of the invoice. Invoices will be transmitted electronically (with hard copies upon request) to the following:
Dr. Luisa Hartmann General Counsel Halcyon Semiconductor Aktiengesellschaft Halcyon-Platz 1 81739 München, Germany
Email: l.hartmann@halcyon-semi.de
With a copy to:
Markus Ellinger Chief Financial Officer Halcyon Semiconductor Aktiengesellschaft Halcyon-Platz 1 81739 München, Germany
Email: m.ellinger@halcyon-semi.de
All payments should be made by wire transfer in United States Dollars to Calderwood & Harkness's designated attorney trust or operating account, as applicable. Detailed wire transfer instructions will be provided with each invoice and are also enclosed with this Engagement Letter as Enclosure (1).
Calderwood & Harkness reserves the right to charge interest on past-due amounts at the rate of one percent (1.0%) per month (equivalent to an annual rate of twelve percent (12%)), or the maximum rate permitted by applicable law, whichever is lower. The accrual of interest on any past-due amount shall not constitute a waiver of any other right or remedy available to the Firm with respect to non-payment, and the Firm reserves all rights and remedies available at law or in equity.
7. Client Identity and Communications
The client in this engagement is Halcyon Semiconductor Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of the Federal Republic of Germany. The Firm does not, by reason of this engagement, represent any subsidiary, affiliate, parent, officer, director, employee, agent, or shareholder of Halcyon in their individual or personal capacity, nor does the Firm represent any other entity within the Halcyon corporate group, unless expressly agreed in writing.
The primary client contact for this engagement is Dr. Luisa Hartmann, General Counsel of Halcyon. All substantive legal communications, strategic recommendations, and significant developments relating to the engagement will be directed to Dr. Hartmann in the first instance. The Firm is also authorized to communicate with Dr. Katarina Breuer (Chief Executive Officer) and Markus Ellinger (Chief Financial Officer) as necessary and as directed by Dr. Hartmann, and with such other persons as Dr. Hartmann may from time to time designate in writing.
All privileged communications will be directed only to authorized persons within the Halcyon organization. Halcyon agrees to take reasonable steps to preserve the attorney-client privilege and work product protections applicable to communications and materials generated in connection with this engagement, including limiting the internal distribution of privileged materials to those persons with a need to know, marking privileged materials appropriately, and refraining from disclosing the substance of privileged communications to third parties without the Firm's prior consultation. We are available to provide guidance to Halcyon's team on best practices for privilege preservation in connection with the transaction.
8. Conflicts of Interest
Calderwood & Harkness has conducted a comprehensive conflicts check as of the date of this Engagement Letter and has determined that no conflict of interest exists that would preclude the Firm from undertaking this engagement under the applicable rules of professional conduct. The conflicts check encompassed the following parties and their respective known affiliates:
•  Halcyon Semiconductor Aktiengesellschaft and its known subsidiaries and affiliates;
•  Vectris Photonics, Inc. and its known subsidiaries and affiliates;
•  Directors and officers of Halcyon and Vectris;
•  Significant shareholders of Vectris, including Granite Peak Ventures Fund IV, L.P., Nordhaven Capital Partners III, L.P., and Stonebridge Institutional Investors, L.P.;
•  Halcyon's financial advisor, Ridgeline Partners LLC;
•  Vectris's financial advisor, Clearwater Zanthor & Co., LLC;
•  The Financing Source, Meridian Atlantic Bank, N.A.; and
•  Such other parties as were identified by Halcyon in the new-matter questionnaire submitted in connection with this engagement.
Halcyon acknowledges that Calderwood & Harkness is a large, diversified law firm with offices in multiple jurisdictions and that the Firm currently represents, and may in the future represent, entities and individuals that have interests adverse to Halcyon in matters wholly unrelated to this engagement. By executing this Engagement Letter, Halcyon consents to such representations, provided that they do not involve the same matter or a substantially related matter as this engagement and provided that such representations do not involve the assertion of a claim directly against Halcyon or the defense of a claim asserted by Halcyon. This advance waiver is intended to be construed broadly and in accordance with Rule 1.7 of the New York Rules of Professional Conduct, but it shall not apply to any matter where the Firm's representation would be materially limited by the Firm's responsibilities to Halcyon under this engagement or any other engagement.
If any actual or potential conflict of interest arises during the course of this engagement, the Firm will promptly notify Dr. Hartmann, provide full disclosure of the relevant circumstances, and, if necessary, implement appropriate ethical screens or other safeguards, or seek an informed written waiver from the affected parties. In the event that a conflict cannot be resolved to the satisfaction of both parties, the Firm will withdraw from the conflicting representation in accordance with its ethical obligations.
9. Confidentiality
Calderwood & Harkness will maintain in strict confidence all non-public information received from or on behalf of Halcyon in connection with this engagement, including without limitation business plans, financial data, technical information, trade secrets, strategic analyses, board deliberations, and other proprietary or sensitive materials (collectively, "Confidential Information"). The Firm will restrict access to Confidential Information to those attorneys, paralegals, and professional staff within the Firm who have a need to know such information in order to render the services contemplated by this Engagement Letter.
The Firm will not disclose Confidential Information to any third party without Halcyon's prior written consent, except to the extent that disclosure is (a) required by applicable law, court order, subpoena, or governmental directive; (b) required by the applicable rules of professional conduct governing the Firm's practice; or (c) made to third-party service providers (such as e-discovery vendors or data room providers) that are bound by appropriate confidentiality obligations and are engaged in connection with the services contemplated hereby.
The Firm's obligations of confidentiality under this Section 9 shall survive the termination or conclusion of this engagement and shall continue in perpetuity, subject only to the exceptions described herein.
10. Document Retention
Upon the conclusion of this engagement, whether by completion of the transaction, termination, or otherwise, files and documents generated or maintained by the Firm in connection with the engagement will be retained in accordance with Calderwood & Harkness's document retention policies, which generally provide for a minimum retention period of ten (10) years from the date of matter closing for substantive work product, correspondence, and transaction documents.
Original documents provided by Halcyon to the Firm in connection with the engagement will be returned to Halcyon upon written request. In the absence of such a request, original documents will be retained and subsequently disposed of in accordance with the Firm's standard retention and destruction policies.
Electronic files, including email correspondence, drafts, and electronic work product, will be maintained in the Firm's secure document management system for the retention period described above. Halcyon may request copies of such electronic files at any time during the retention period, subject to reasonable retrieval and reproduction charges.
Halcyon acknowledges that, following the expiration of the applicable retention period, the Firm may destroy or dispose of engagement files without further notice to or consent from Halcyon, unless Halcyon has previously requested the return of such files or otherwise instructed the Firm in writing to retain them for a longer period.
11. Termination of Engagement
Either party may terminate this engagement at any time upon written notice to the other party. Any termination by the Firm shall be subject to the Firm's ethical obligations under the applicable rules of professional conduct, including the obligation to avoid prejudice to Halcyon and to take reasonable steps to protect Halcyon's interests.
Upon termination of the engagement for any reason, Halcyon shall remain obligated to pay for all professional services rendered and all expenses and disbursements incurred by the Firm through the effective date of termination. The Firm will render a final invoice within thirty (30) days following the effective date of termination.
In the event of termination, the Firm will take reasonable steps to protect Halcyon's interests, including providing reasonable notice to allow Halcyon to retain successor counsel, facilitating the orderly transfer of files, work product, and Confidential Information to successor counsel (if requested by Halcyon), and cooperating with successor counsel during a reasonable transition period. The Firm's obligations of confidentiality, document retention, and cooperation shall survive termination as provided in this Engagement Letter.
12. Limitation of Liability
To the fullest extent permitted by applicable law, Calderwood & Harkness's aggregate liability to Halcyon (and its affiliates, officers, directors, employees, agents, and successors) arising out of or relating to the services rendered under this Engagement Letter, whether in contract, tort, or otherwise, shall not exceed the total amount of professional fees actually paid by Halcyon to the Firm under this Engagement Letter as of the date any claim is finally adjudicated or otherwise resolved; provided, however, that the foregoing limitation shall not apply to liability arising from the Firm's willful misconduct or gross negligence.
In no event shall Calderwood & Harkness be liable for any consequential, incidental, special, indirect, or punitive damages, including without limitation lost profits, lost revenue, loss of business opportunity, or diminution in value, regardless of whether the Firm has been advised of the possibility of such damages and regardless of the theory of liability asserted.
The limitations set forth in this Section 12 shall survive the termination or conclusion of this engagement and shall apply regardless of whether the engagement is terminated by the Firm, by Halcyon, or by mutual agreement.
13. 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 giving effect to any choice-of-law or conflict-of-laws rules or provisions that would cause the application of the laws of any other jurisdiction.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the services rendered hereunder, including any dispute regarding the existence, validity, interpretation, performance, breach, or termination of this Engagement Letter, shall be resolved by binding arbitration administered in New York, New York, under the Commercial Arbitration Rules of the American Arbitration Association then in effect. The arbitration shall be conducted before a single arbitrator selected in accordance with such rules. The arbitrator shall have the authority to award any remedy available at law or in equity, subject to the limitations set forth in Section 12 above. The decision and award of the arbitrator shall be final and binding upon the parties and may be entered and enforced in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration, unless the arbitrator determines that an award of costs or fees is appropriate under the circumstances.
Notwithstanding the foregoing, nothing in this Section 13 shall preclude either party from seeking interim or provisional relief from a court of competent jurisdiction in connection with any dispute, including injunctive or equitable relief, to the extent necessary to preserve the status quo or prevent irreparable harm pending the outcome of an arbitration proceeding.
14. Miscellaneous
This Engagement Letter constitutes the entire agreement between Halcyon and Calderwood & Harkness with respect to the subject matter hereof and supersedes all prior or contemporaneous discussions, negotiations, representations, understandings, and agreements, whether written or oral, relating to the engagement described herein. No amendment, modification, or waiver of any provision of this Engagement Letter shall be effective unless set forth in a writing signed by both parties.
This Engagement Letter may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Engagement Letter by facsimile, portable document format (PDF), or other electronic means (including DocuSign or similar electronic signature platforms) shall be deemed to have the same legal effect as delivery of an original executed copy.
If any provision of this Engagement Letter is held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable while preserving, to the greatest extent possible, the original intent of the parties.
The headings used in this Engagement Letter are for convenience of reference only and shall not affect the construction or interpretation of any provision hereof.
15. Acceptance and Execution
We would appreciate your reviewing this Engagement Letter at your earliest convenience. If the terms set forth herein are acceptable, please indicate Halcyon's agreement by having the enclosed copy of this letter signed by an authorized representative of Halcyon and returning it to me at the address set forth above (or by electronic transmission to omackenzie@calderwoodharkness.com). A countersigned copy will be returned to you for your records.
We are grateful for the opportunity to represent Halcyon in this significant transaction and look forward to a productive and successful working relationship.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Oliver Mackenzie Responsible Partner, Mergers & Acquisitions 599 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: +1 (212) 556-7100
Email: omackenzie@calderwoodharkness.com
ACKNOWLEDGMENT AND AGREEMENT
The undersigned, on behalf of Halcyon Semiconductor Aktiengesellschaft, hereby acknowledges receipt of the foregoing Engagement Letter dated May 22, 2023, has read and understands the terms and conditions set forth therein, and agrees to be bound by such terms and conditions as of the date set forth below.
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
By: ________
Name: Dr. Luisa Hartmann
Title: General Counsel
Halcyon-Platz 1, 81739 München, Germany
Date: ________
Enclosures:
(1) Calderwood & Harkness LLP wire transfer instructions for payment
(2) IRS Form W-8BEN-E (for international client billing purposes, if applicable)
Distribution:
cc: Oliver Mackenzie, Esq. (engagement file) cc: Harrison Wexford, Esq. (billing) cc: Howard Bellamy, Esq. (antitrust lead) cc: Calderwood & Harkness LLP — New Business / Conflicts Committee
Engagement No.: 1032-00005
Timekeeper | Title | Hourly Rate (USD)
Oliver Mackenzie | Responsible Partner, Mergers & Acquisitions | $1,850
Harrison Wexford | Billing Partner, Mergers & Acquisitions | $1,850
Howard Bellamy | Specialist Partner, Antitrust & Competition | $1,750
Derek Okonkwo | Lead Associate, Mergers & Acquisitions | $1,050
Tiffany Rosenthal | Working Associate, Mergers & Acquisitions | $875

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND AGREEMENT

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

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