1032-00005 · Whitfield, Prager & Loomis LLP · Regulatory/Antitrust

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

1333 New Hampshire Avenue NW, Suite 700 Washington, DC 20036 Tel: (202) 457-6200

Fax: (202) 457-6201

599 Lexington Avenue, 38th Floor New York, NY 10022 Tel: (212) 558-4000

Fax: (212) 558-4001

October 31, 2023

Via Email and FedEx (Overnight Delivery)

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

cc: Dr. Katarina Breuer, Chief Executive Officer, Halcyon Semiconductor AG Markus Ellinger, Chief Financial Officer, Halcyon Semiconductor AG

Re: Litigation Hold Notice — United States of America v. Halcyon Semiconductor Aktiengesellschaft and Vectris Photonics, Inc., Case No. 1:23-cv-03187 (U.S. District Court for the District of Columbia)

Matter Reference: 1032-00005

Dear Dr. Hartmann:

1. Introduction and Purpose of This Notice

Calderwood & Harkness LLP issues this Litigation Hold Notice on behalf of our client, Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company"), in connection with the civil antitrust complaint filed by the Antitrust Division of the United States Department of Justice ("DOJ") on October 30, 2023. This notice is being issued under the direction of the undersigned, Howard Bellamy, Specialist Partner in the Antitrust & Competition Practice Group, and Derek Okonkwo, Lead Associate in the Mergers & Acquisitions Practice Group, who together serve as lead outside counsel to Halcyon in this matter.

On October 30, 2023, the DOJ filed a civil complaint captioned United States of America v. Halcyon Semiconductor Aktiengesellschaft and Vectris Photonics, Inc., Case No. 1:23-cv-03187, in the United States District Court for the District of Columbia. The complaint seeks a permanent injunction under Section 15 of the Clayton Act, 15 U.S.C. § 25, to enjoin the consummation of the proposed acquisition of Vectris Photonics, Inc. ("Vectris") by Halcyon.

The DOJ's complaint alleges that the proposed approximately $800,000,000 all-cash acquisition of Vectris by Halcyon — structured as a reverse triangular merger through Halcyon's wholly-owned subsidiary, Halcyon Acquisition Sub, Inc. — would substantially lessen competition in violation of Section 7 of the Clayton Act, 15 U.S.C. § 18. Specifically, the DOJ alleges that the proposed transaction would substantially lessen competition in what the government defines as the U.S. market for silicon photonics transceiver modules for hyperscale data center interconnects. The DOJ's theory of competitive harm centers on the contention that the combined entity would control approximately 47% of the domestic market for these products, derived from what the government characterizes as Halcyon's approximately 19% market share combined with Vectris's approximately 28% market share. The government further alleges that the transaction would eliminate head-to-head competition between two of the leading suppliers of next-generation co-packaged optics chiplets and silicon photonics transceivers to the largest U.S. hyperscale cloud infrastructure operators.

The filing of this complaint creates an immediate, mandatory obligation for Halcyon Semiconductor AG — and all of its subsidiaries, affiliates, officers, directors, employees, and agents — to preserve all documents and electronically stored information ("ESI") that are or may be potentially relevant to this litigation. This obligation is effective as of the date of this notice and applies retroactively to cover all materials in existence as of the filing of the complaint. It supersedes and takes priority over any existing document retention policies, document destruction schedules, or automated deletion protocols maintained by Halcyon or any of its subsidiaries.

We cannot overstate the importance and seriousness of this obligation. Failure to comply with this litigation hold may result in severe sanctions imposed by the Court, including but not limited to adverse inference instructions to the jury or factfinder, substantial monetary penalties, findings of spoliation of evidence, and potential referral for contempt proceedings. The preservation of the Company's documents is critical to the integrity of Halcyon's defense, and the consequences of any failure — whether inadvertent or deliberate — can be devastating to the Company's position in this litigation.

We ask that you treat this notice with the highest urgency and take immediate steps to implement the preservation measures described below throughout the Halcyon organization.

2. Legal Obligation to Preserve

The duty to preserve relevant evidence in civil litigation in the United States is well-established and broadly enforced. The Federal Rules of Civil Procedure, including Rules 26(a), 26(b), 34, and 37(e), together with the case law of the U.S. District Court for the District of Columbia and the D.C. Circuit, impose a clear and affirmative duty to preserve documents and ESI that are relevant to pending or reasonably anticipated litigation. This duty applies to all forms of documents and information, whether in paper or electronic form, and extends to all locations where such materials may be stored, including servers, workstations, laptops, mobile devices, cloud storage systems, backup media, and personal devices used for business purposes.

The filing of the DOJ complaint on October 30, 2023 unambiguously triggers a definitive litigation hold obligation. However, it is important to note that the duty to preserve relevant evidence arguably arose at an earlier date — specifically, no later than September 15, 2023, when the DOJ issued its Second Request for additional information and documentary material pursuant to a Civil Investigative Demand ("CID") in connection with its investigation of the proposed transaction. The issuance of the Second Request constituted a clear signal that litigation was reasonably anticipated, and the duty to preserve relevant materials attached at that time if not earlier. To the extent that preservation measures were implemented in connection with the Second Request response (as we understand they were, in part), those measures must remain in full force and effect, and must now be expanded to encompass the broader scope of this litigation hold.

Moreover, the duty to preserve is a continuing one. It applies not only to documents and ESI in existence as of the triggering date, but also to documents and ESI created or received after that date and continuing throughout the pendency of this litigation. The destruction, alteration, concealment, or failure to preserve materials that fall within the scope of this hold — whether through affirmative action, willful neglect, or the passive operation of automated systems — may constitute spoliation of evidence. Federal courts have broad discretion to impose severe sanctions for spoliation, including under Rule 37(e) of the Federal Rules of Civil Procedure, which authorizes courts to impose curative measures and, in cases of intent to deprive another party of relevant information, to instruct the jury that it may or must presume that the lost information was unfavorable to the spoliating party.

This litigation hold applies to Halcyon Semiconductor Aktiengesellschaft and all of its direct and indirect subsidiaries, including, without limitation, Halcyon Acquisition Sub, Inc., a Delaware corporation (File No. 7634291 with the Delaware Secretary of State), which was formed specifically to serve as the merger subsidiary in the proposed reverse triangular merger with Vectris. All references to "Halcyon" or the "Company" in this notice shall be understood to include all such subsidiaries and affiliated entities unless the context clearly requires otherwise.

3. Scope of the Litigation Hold

The scope of this litigation hold is intentionally broad and is designed to encompass all categories of documents and ESI that are or may be potentially relevant to any claim, defense, or issue in United States of America v. Halcyon Semiconductor Aktiengesellschaft and Vectris Photonics, Inc., Case No. 1:23-cv-03187. If there is any doubt as to whether a particular document or category of information falls within the scope of this hold, it must be preserved. No documents should be destroyed, deleted, discarded, or modified without prior written authorization from Calderwood & Harkness.

3.1 Subject Matter Categories

The hold covers all documents and ESI relating to any of the following subject matter categories. These categories are illustrative and should be interpreted broadly. The obligation to preserve extends to any information that may be relevant to the claims and defenses in this action, even if not specifically enumerated below.

a. The Vectris Transaction. All documents relating in any way to the proposed acquisition of Vectris Photonics, Inc. by Halcyon, including but not limited to: the Agreement and Plan of Merger dated August 10, 2023, and all schedules, exhibits, and amendments thereto; all ancillary transaction documents, including the commitment letter for acquisition financing, the escrow agreement, the stockholder support agreements, and any side letters; all due diligence materials received from or provided to Vectris; all board presentations, memoranda, and analyses prepared in connection with the transaction; all financial analyses, valuation materials, discounted cash flow models, comparable company analyses, comparable transaction analyses, and any other financial modeling relating to the transaction or to Vectris; and all internal communications discussing the merits, risks, strategic rationale, or any other aspect of the proposed acquisition.

b. Silicon Photonics Product Lines. All documents relating to Halcyon's design, development, manufacture, testing, qualification, marketing, sale, pricing, and distribution of silicon photonics transceiver modules, co-packaged optics ("CPO") chiplets, and any related optical interconnect products. This includes, without limitation: product roadmaps and technology development plans; design specifications and engineering documentation; manufacturing cost data and bill of materials analyses; pricing strategies, discount schedules, and customer-specific pricing arrangements; market share analyses and revenue reports; competitive intelligence materials; and any documents discussing Halcyon's competitive positioning in the silicon photonics market segment.

c. Competitive Analyses. All documents relating to competition, competitive dynamics, or competitive conditions in the silicon photonics transceiver module and co-packaged optics markets, whether focused on the United States, the European Economic Area, or any other geographic market. This includes, without limitation: market studies (whether prepared internally or by third-party consultants or analysts); competitive positioning analyses; win/loss reports and analyses of competitive bid situations; customer share analyses and customer switching analyses; any documents discussing Vectris Photonics, Luminex Optoelectronics, Drayton Group, Ridgeway Group, Tarrant Enterprises, Harborview Industries, or any other actual or potential competitor as a competitive force; and any documents analyzing barriers to entry, expansion, or repositioning in the relevant markets.

d. Communications with Vectris. All communications of any kind between any Halcyon personnel and any Vectris Photonics personnel from January 1, 2021 to the present. This includes, without limitation, communications with Dr. Anand Raghavan (CEO, Vectris), Margaret Sørensen (CFO, Vectris), Julian Tate (CTO, Vectris), Rebecca Lau (VP, Business Development, Vectris), and any other Vectris employee, officer, director, consultant, or representative. These communications must be preserved whether they relate to the proposed transaction, any pre-existing commercial relationship between the parties, any joint development or licensing arrangement, or any other subject matter whatsoever.

e. Regulatory Filings and Communications. All documents relating to any regulatory filing, submission, or communication with any government authority in connection with the proposed transaction, including but not limited to: the Hart-Scott-Rodino Act premerger notification form filed on or about August 18, 2023, and all supporting documents and attachments; the DOJ Second Request (Civil Investigative Demand) issued on September 15, 2023, and all documents produced or prepared in response thereto; the European Union Merger Regulation ("EUMR") Form CO notification filed with the European Commission on or about August 25, 2023 (Case No. M.11247 — Halcyon Semiconductor / Vectris Photonics), and all supporting documents; all documents relating to the European Commission's decision to open a Phase II in-depth investigation announced on October 6, 2023; any communications with DOJ staff, European Commission case officers, or officials of any other competition authority; and any filings, notifications, or communications with competition authorities in any other jurisdiction relating to the proposed transaction.

f. Market Definition and Market Share. All documents discussing, analyzing, or addressing the definition of relevant product markets or relevant geographic markets for silicon photonics transceiver modules, co-packaged optics chiplets, or any related optical interconnect products. This includes, without limitation: any analyses of the U.S. market for silicon photonics transceivers; any analyses of the EEA market (where the DOJ complaint references a combined share of approximately 38%); any analyses segmented by customer type, including analyses of sales to hyperscale data center operators versus enterprise customers or telecommunications carriers; any analyses of supply-side substitutability, demand-side substitutability, or the SSNIP (Small but Significant and Non-transitory Increase in Price) framework; and any documents discussing whether co-packaged optics and discrete transceiver modules are in the same relevant product market.

g. Efficiencies, Synergies, and Strategic Rationale. All documents discussing, analyzing, or addressing the competitive rationale, strategic benefits, projected synergies, cost savings, or efficiencies expected to result from the proposed merger. This includes, without limitation: any synergy models or integration planning materials; any analyses of research and development efficiencies or technology portfolio complementarities; any analyses of manufacturing efficiencies, supply chain consolidation, or procurement savings; any analyses of revenue synergies, cross-selling opportunities, or customer base expansion; and any documents addressing whether the claimed efficiencies are merger-specific, verifiable, and sufficient to offset any potential competitive harm.

h. Customer Communications. All communications with customers or potential customers of Halcyon's silicon photonics product lines relating to the proposed merger, silicon photonics products, pricing, product availability, product roadmaps, competitive conditions, or any other relevant subject matter. This category encompasses, but is not limited to, communications with the three top-five U.S. hyperscale cloud infrastructure operators that the DOJ complaint identifies as key Vectris customers, as well as any other hyperscale data center operators, cloud service providers, telecommunications companies, or enterprise customers to which Halcyon or Vectris sells or has sought to sell silicon photonics products.

i. Potential Remedies and Divestitures. All documents relating to any potential structural or behavioral remedies, divestiture proposals, consent decree terms, hold-separate arrangements, or other relief that has been discussed, proposed, analyzed, or considered in connection with obtaining regulatory clearance for the proposed transaction. This includes, without limitation: any analysis of the potential divestiture of Halcyon's existing U.S. silicon photonics transceiver product line or manufacturing assets; any analysis of alternative divestiture packages; any communications with investment bankers, consultants, or potential divestiture buyers; any communications with DOJ staff or European Commission case officers regarding potential remedies; and any internal assessments of the commercial viability or competitive sufficiency of proposed remedy packages.

3.2 Time Period

Unless a specific and different time period is stated for a particular subject matter category, this litigation hold applies to all documents and ESI dated or created from January 1, 2020 through the present, and continuing on a going-forward basis until this hold is formally released in writing by Calderwood & Harkness LLP.

With respect to communications specifically relating to the proposed Vectris transaction, the relevant time period extends from the inception of any discussions regarding a potential combination or acquisition involving Vectris. Based on our current understanding, formal discussions commenced no later than May 2023, when the engagement with Ridgeline Partners LLC as financial advisor was opened on May 22, 2023. However, any earlier communications that touch upon a potential transaction with Vectris — including any preliminary or exploratory discussions — must also be preserved regardless of when they occurred.

The going-forward preservation obligation is critical. All documents and ESI created or received after the date of this notice that fall within the scope of the subject matter categories identified above must be preserved as they are created. This includes, without limitation, all communications among Halcyon personnel regarding the litigation, the transaction, or any of the subject matter areas described in Section 3.1.

3.3 Types of Documents and ESI

This litigation hold applies to all documents and ESI in any format, medium, or location, including but not limited to the following:

• Electronic communications: Email (including all attachments and embedded images), instant messages (including Northgate Data Systems, Meridian Solutions, and any other enterprise messaging platform), text messages (SMS, Westmark Software, Meridian Services Inc., Signal, Kestrel Data Systems, and any other mobile messaging application), and any other form of electronic communication;

• Office documents: Word processing documents (including Microsoft Word and Stonefield Health IT), spreadsheets (including Microsoft Excel and Stonefield Services Inc.), presentations (including Ashbury Holdings Northgate Services Inc. and Pemberton Services Inc.), PDF files, and any other document formats;

• Corporate governance materials: Board meeting minutes, resolutions, agendas, and presentations of the Halcyon Vorstand (Management Board), including without limitation the materials relating to the June 5, 2023 Vorstand meeting at which the Vectris acquisition was approved; minutes, resolutions, agendas, and presentations of the Halcyon Aufsichtsrat (Supervisory Board); and minutes, resolutions, agendas, and presentations of any committee of the Vorstand or Aufsichtsrat that addressed the proposed transaction;

• Financial materials: Financial models, projections, forecasts, budgets, strategic plans, long-range plans, annual operating plans, and any other financial analyses relating to the subject matter categories identified in Section 3.1;

• Handwritten materials: Handwritten notes, personal notebooks, journals, diaries, sticky notes, whiteboard photographs, and any other handwritten or manually created records;

• Audio and video materials: Voicemails, audio recordings (including recordings of meetings or calls), video recordings (including recordings of videoconference meetings), and any related transcripts;

• Calendar and scheduling records: Electronic calendars, scheduling records, meeting invitations, and associated attachments or notes;

• Metadata: All metadata associated with any of the foregoing, including creation dates, modification dates, author information, file properties, email header information, and any other embedded data;

• Hard-copy documents: Physical documents, files, binders, folders, and any other tangible records;

• Personal devices and accounts: Documents and ESI stored on personal devices (including personal mobile phones, tablets, personal laptops, and home computers) and personal accounts (including personal email accounts, personal cloud storage accounts such as Hollowell Health IT, Larkspur Technologies, Meridian Systems, and Cobalt Ridge Systems, and any other personal digital storage) to the extent that such devices or accounts contain information within the scope of this hold;

• Enterprise systems: Documents and ESI stored on shared network drives, file servers, enterprise content management systems, document management systems, cloud-based collaboration tools (including Sundial Systems, Northgate Data Systems, confluence, and any other platforms used by Halcyon), customer relationship management systems, enterprise resource planning systems, and any other enterprise-level data repositories; and

• Data room materials: All materials posted to, downloaded from, or otherwise associated with the virtual data room established for the Vectris transaction due diligence process, which we understand was opened on or about June 26, 2023, including access logs, user activity records, and any indexes or inventories of data room contents.

This list is illustrative and not exhaustive. If any category of documents or ESI not specifically listed above may be relevant to the subject matter of this litigation, it must be preserved.

4. Key Custodians

4.1 Mandatory Custodians

The following individuals at Halcyon Semiconductor AG and its subsidiaries have been identified as key custodians whose documents and ESI must be preserved immediately and in their entirety, without exception. These individuals are likely to possess documents and information that are directly relevant to the claims and defenses in the DOJ civil action, and their files — both electronic and hard copy — must be subject to the full scope of this litigation hold:

1. Dr. Katarina Breuer — Chief Executive Officer (Vorstandsvorsitzende), Halcyon Semiconductor AG

2. Markus Ellinger — Chief Financial Officer, Halcyon Semiconductor AG, and Sole Director, Halcyon Acquisition Sub, Inc.

3. Dr. Luisa Hartmann — General Counsel, Halcyon Semiconductor AG

4. Prof. Dr. Friedrich Wendt — Chair, Supervisory Board (Vorsitzender des Aufsichtsrats), Halcyon Semiconductor AG

5. All members of the Halcyon Vorstand (Management Board) who participated in any deliberations, discussions, or decision-making concerning the proposed Vectris acquisition, including any members who received presentations, memoranda, or other materials relating to the transaction

6. All members of the Halcyon Aufsichtsrat (Supervisory Board) who participated in any deliberations, discussions, or decision-making concerning the proposed Vectris acquisition, including any members who received presentations, memoranda, or other materials relating to the transaction

7. All employees and officers in the silicon photonics business unit, including but not limited to the heads of product management, engineering, sales, and marketing for silicon photonics transceiver modules and co-packaged optics products, who were involved in competitive analyses, pricing decisions, product roadmap development, or customer relationship management for these product lines

8. All employees and officers in the strategy and corporate development functions who were involved in identifying, evaluating, or executing the proposed Vectris acquisition, including any personnel who participated in due diligence, financial modeling, synergy analysis, or integration planning

9. All employees who participated in responding to the DOJ Second Request (Civil Investigative Demand) issued on September 15, 2023, or who provided information, documents, or data for the preparation of the HSR Act premerger notification filing on August 18, 2023, or the EUMR Form CO notification filed with the European Commission on August 25, 2023

10. Any other individuals identified by management as having potentially relevant information relating to the proposed transaction, the silicon photonics market, competitive conditions, or any other subject matter within the scope of this hold

4.2 Notification of Custodians

Dr. Hartmann, as General Counsel, is requested to promptly distribute this Litigation Hold Notice — or an appropriately translated and adapted internal version prepared under the supervision of Calderwood & Harkness — to all identified custodians within Halcyon. If an internal version is prepared for distribution to employees in Germany or other non-English-speaking jurisdictions, we ask that a copy of that internal version be provided to Calderwood & Harkness for review before distribution to ensure that the scope and obligations are accurately conveyed.

Each custodian must acknowledge receipt of this notice in writing. We have enclosed a Custodian Acknowledgment Form for this purpose. Each custodian should complete, sign, and return the Acknowledgment Form to Dr. Hartmann, who should in turn forward all completed forms to Calderwood & Harkness.

A complete list of all custodians who have acknowledged receipt of this notice, together with copies of all signed Custodian Acknowledgment Forms, must be provided to Calderwood & Harkness within ten (10) business days of the date of this notice — that is, no later than November 14, 2023. In the event that any custodian has not acknowledged receipt within this timeframe, Dr. Hartmann must promptly notify Calderwood & Harkness so that appropriate follow-up measures can be taken.

As additional custodians are identified in the course of the litigation, supplemental hold notices will be issued as necessary.

5. Immediate Preservation Steps Required

The following preservation steps must be implemented immediately upon receipt of this notice. We recognize that certain of these steps may require coordination among the General Counsel's office, the IT department, and business unit management. We are available to assist with implementation planning, but the steps themselves must be initiated without delay.

5.1 Suspension of Destruction Policies

All automatic deletion policies, document retention schedules, and routine destruction protocols must be suspended immediately with respect to any materials falling within the scope of this litigation hold. This suspension applies to all media, systems, and locations where potentially relevant materials may be stored.

Specifically, and without limitation, the following must be suspended:

• Any IT-managed email archiving and deletion cycles that would result in the automatic deletion of email messages or attachments from custodian mailboxes, email archives, or journaling systems;

• Any scheduled recycling, overwriting, or destruction of backup tapes, backup disk images, or other backup media;

• Any scheduled purges or clean-up routines applied to electronic storage, including shared network drives, file servers, Aldermere Systems sites, Teams channels, or any other collaborative workspaces;

• Any physical document shredding or destruction routines applicable to files, binders, or records in the offices of identified custodians or in business unit common areas; and

• Any retention policy exceptions or manual destruction processes that have been requested or approved for any materials within the scope of this hold.

This suspension must remain in effect until the litigation hold is formally released in writing by Calderwood & Harkness. No individual employee or manager has the authority to release or modify this hold.

5.2 IT Department Actions

Halcyon's IT department (including any outsourced IT service providers) must be instructed to take the following actions immediately:

• Suspend all auto-delete functions for the email mailboxes, shared drives, collaboration platform accounts, and any other electronic storage associated with each identified custodian. This includes disabling any automatic deletion rules, retention policies, or storage quota enforcement mechanisms that could result in the loss of relevant data;

• Preserve all backup tapes and backup media in existence as of October 30, 2023, including any daily, weekly, monthly, or annual backup sets. These backup media must be segregated, labeled, and stored securely. No backup media may be recycled, overwritten, degaussed, or destroyed without prior written authorization from Calderwood & Harkness;

• Image or preserve the hard drives (or the complete contents thereof) of any custodians who are departing the Company, whose positions are being eliminated, or whose computing devices (laptops, desktops, or mobile devices) are being replaced, upgraded, or decommissioned. Such imaging must be performed using forensically sound methods that preserve the integrity and metadata of the original data. If a custodian has already departed or a device has already been decommissioned since September 15, 2023, the IT department must immediately take steps to determine whether the data from that device has been preserved and, if not, whether recovery is possible;

• Preserve all access logs and audit trails for the virtual data room established for the Vectris transaction due diligence process (opened on or about June 26, 2023), as well as any deal-related shared workspaces, project management tools, or collaboration environments. These logs may be relevant to establishing the chain of custody and access history for key transaction documents; and

• Provide Calderwood & Harkness with a written summary, within ten (10) business days, of the IT systems, platforms, and storage locations used by identified custodians, including email systems, document management systems, collaboration tools, mobile device management platforms, and any cloud-based storage services.

5.3 Personal Devices and Accounts

All identified custodians must preserve all relevant materials on personal devices (including personal mobile phones, personal tablets, personal laptops, and home computers) and in personal accounts (including personal email accounts, personal cloud storage services, and personal messaging applications) in addition to materials on Company-managed systems.

Custodians must not delete, modify, alter, overwrite, or transfer relevant materials from any device or account, whether personal or Company-provided. Custodians must not reset, wipe, sell, donate, or dispose of any personal device that contains or may contain relevant materials without first ensuring that all such materials have been preserved in a manner approved by Calderwood & Harkness.

If any custodian uses messaging applications with auto-delete or disappearing message features (such as Signal's disappearing messages function or Meridian Services Inc.'s disappearing messages function), those features must be disabled immediately for all conversations that may contain relevant information.

5.4 Third-Party Materials

Relevant documents in the custody or control of third parties acting on Halcyon's behalf, or in possession of third parties with whom Halcyon has a contractual right to obtain documents, must also be preserved. The following third parties have been specifically identified as likely to possess relevant materials:

• Ridgeline Partners LLC (financial advisor to Halcyon in connection with the Vectris transaction), attention: Nathaniel Cross, Managing Director, and Priya Narayanan, Vice President;

• Thornbury Wight LLP (auditor and accounting advisor), attention: Gavin Ashmore, Engagement Partner; and

• Any other consultants, investment banks, economic experts, market research firms, or professional advisors who were engaged by Halcyon in connection with the proposed transaction, the regulatory filings, or the competitive analysis of the silicon photonics market.

Calderwood & Harkness will issue separate preservation notices to these third parties as appropriate. In the interim, Dr. Hartmann is requested to instruct all identified third parties not to destroy, delete, or alter any documents or materials in their possession relating to the subject matter categories identified in Section 3.1 of this notice, pending receipt of a formal preservation notice from Calderwood & Harkness.

6. Ongoing Obligations

This litigation hold constitutes a continuing obligation. It is not a one-time event but an ongoing duty that persists throughout the pendency of the litigation and applies to documents and ESI created or received after the date of this notice as well as to pre-existing materials.

All custodians must remain vigilant in identifying and preserving potentially relevant materials on an ongoing basis. If any custodian becomes aware of potentially relevant materials that were not previously identified — whether because the materials were stored in an unexpected location, were created by a non-custodian, or for any other reason — the custodian must immediately notify Dr. Hartmann or Calderwood & Harkness so that appropriate preservation measures can be taken.

Calderwood & Harkness will issue periodic reminder notices to reinforce the obligations described in this hold. However, the obligation to preserve is effective immediately and continuously, and does not depend on the receipt of a reminder notice. The absence of a reminder does not in any way diminish or modify the preservation obligation.

Any questions regarding whether a particular document or category of documents falls within the scope of this hold, or regarding the appropriate method of preserving particular types of materials, should be directed to Howard Bellamy or Derek Okonkwo at Calderwood & Harkness before any action is taken with respect to such materials. When in doubt, preserve.

In the event that any custodian changes roles, departs the Company, or goes on extended leave during the pendency of this hold, Dr. Hartmann must notify Calderwood & Harkness promptly so that appropriate steps can be taken to ensure the continued preservation of that individual's documents and ESI.

7. Coordination with Vectris Photonics Counsel

Please be advised that Vectris Photonics, Inc. is also a named defendant in Case No. 1:23-cv-03187. We understand that Vectris is represented by Whitfield, Prager & Loomis LLP, with Catherine Whitfield serving as lead M&A counsel and Douglas Prager serving as lead antitrust counsel.

It is essential that Halcyon personnel not communicate directly with Vectris Photonics personnel regarding litigation strategy, document preservation, or any other aspect of the defense of the DOJ civil action without prior coordination through Calderwood & Harkness. While Halcyon and Vectris are co-defendants in this matter and may share certain aligned interests, all communications regarding the litigation must be channeled through counsel to preserve applicable privileges and to ensure consistency in litigation strategy and positions.

To the extent that a joint defense agreement or common interest agreement between Halcyon and Vectris is advisable, Calderwood & Harkness will negotiate and establish any such arrangement in consultation with Whitfield, Prager & Loomis LLP. Until such an agreement is formally executed, Halcyon personnel should assume that no privilege protection extends to direct communications with Vectris personnel regarding the litigation.

Separately, to the extent that ongoing commercial communications between Halcyon and Vectris continue in connection with pre-closing integration planning or other transaction-related activities (subject to any applicable gun-jumping restrictions and clean team protocols), those communications should proceed in the ordinary course, but Halcyon personnel should be mindful that such communications may fall within the scope of this litigation hold and must be preserved accordingly.

8. Consequences of Non-Compliance

The consequences of failing to comply with this litigation hold are serious and potentially severe. We emphasize the following:

• Court-imposed sanctions. The Court presiding over Case No. 1:23-cv-03187 has broad discretion to impose sanctions for the destruction, alteration, or failure to preserve relevant evidence. Under Rule 37(e) of the Federal Rules of Civil Procedure, if ESI that should have been preserved is lost because a party failed to take reasonable steps to preserve it, the Court may order measures no greater than necessary to cure the prejudice — or, upon a finding of intent to deprive another party of the information's use in the litigation, may presume that the lost information was unfavorable to the party that lost it, instruct the jury that it may or must presume the information was unfavorable to that party, or dismiss the action or enter a default judgment.

• Adverse inference instructions. In cases involving the intentional destruction of evidence, courts routinely instruct the factfinder that it may infer that the destroyed evidence was unfavorable to the party that destroyed it. Such an instruction can be devastating to a party's case.

• Monetary penalties. Courts may impose substantial monetary sanctions on parties and, in appropriate cases, on individual officers or employees who are responsible for the destruction of evidence.

• Findings of spoliation. A judicial finding of spoliation can severely damage a party's credibility with the Court and undermine the party's litigation position on the merits, independent of any specific evidentiary sanction.

• Personal liability. Individuals who willfully destroy, conceal, or alter documents or ESI that are subject to a litigation hold may face personal liability, including potential contempt of court proceedings and, in extreme cases, criminal penalties for obstruction of justice.

All Halcyon personnel are reminded that this litigation hold is a serious legal obligation. The Company's ability to mount an effective defense against the DOJ's challenge to the Vectris acquisition depends fundamentally on the preservation and integrity of its documents and data. Every employee and officer of the Company has a personal responsibility to comply with this hold, and any failure to do so — whether through action or inaction — may have consequences not only for the Company but for the responsible individual.

If any Halcyon employee or officer has already destroyed, deleted, or altered any materials that fall within the scope of this hold, that individual must immediately disclose the circumstances to Dr. Hartmann and Calderwood & Harkness so that appropriate remedial action can be taken.

9. Contact Information

All questions, acknowledgments, reports of potentially relevant materials, and any other communications regarding this litigation hold should be directed to:

Howard Bellamy Partner, Antitrust & Competition Practice Group Calderwood & Harkness LLP 1333 New Hampshire Avenue NW, Suite 700 Washington, DC 20036 Telephone: (202) 457-6218

Email: h.bellamy@calderwoodharkness.com

Derek Okonkwo Associate, Mergers & Acquisitions Practice Group Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: (212) 558-4073

Email: d.okonkwo@calderwoodharkness.com

We are available at any time to answer questions regarding the scope or implementation of this hold. We urge all custodians and responsible personnel to err on the side of over-inclusion and to contact us before taking any action that could result in the loss of potentially relevant materials.

We appreciate the seriousness with which we know you and the Halcyon leadership team will treat this matter. The preservation of the Company's documents is one of the most important steps in building a strong defense, and we are confident that with prompt and thorough implementation of this hold, Halcyon will be well-positioned to meet its obligations and to defend vigorously against the DOJ's claims.

Please do not hesitate to contact us with any questions.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Howard Bellamy Partner, Antitrust & Competition Practice Group

By: ________

Derek Okonkwo Associate, Mergers & Acquisitions Practice Group

Matter No.: 1032-00005

Enclosure: Custodian Acknowledgment Form (to be completed, signed, and returned by each identified custodian within ten (10) business days of the date of this notice)

CUSTODIAN ACKNOWLEDGMENT FORM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT

Matter Reference: 1032-00005

I, the undersigned, hereby acknowledge that I have received and read the Litigation Hold Notice dated October 31, 2023, issued by Calderwood & Harkness LLP in connection with the above-referenced matter.

I understand that I am required to preserve all documents and electronically stored information ("ESI") within my possession, custody, or control that fall within the scope of the litigation hold, as described in the Notice. I understand that this obligation applies to documents and ESI in all formats and locations, including materials on Company-provided systems, personal devices, and personal accounts.

I understand that I must not destroy, delete, modify, alter, conceal, or transfer any documents or ESI that fall within the scope of the litigation hold, and that I must comply with this obligation on a continuing basis until the hold is formally released in writing by Calderwood & Harkness LLP.

I understand that failure to comply with the litigation hold may result in severe consequences, including court-imposed sanctions, adverse inference instructions, monetary penalties, and potential personal liability.

I have identified the following locations where I store or may store potentially relevant documents or ESI (check all that apply):

Company-provided laptop / desktop computer Company-provided mobile phone Company email account Shared network drives / file servers Northgate Data Systems / Aldermere Systems / other collaboration platforms Personal mobile phone (used for business communications) Personal email account (used for business communications) Personal cloud storage (used for business-related materials) Home computer (contains business-related materials) Hard-copy files / notebooks / binders Other (please describe): ________

If I become aware of any potentially relevant materials not previously identified, or if I have any questions about the scope of the litigation hold, I will immediately contact Dr. Luisa Hartmann, General Counsel, or Calderwood & Harkness LLP.

Name (printed): ________

Title / Position: ________

Signature: ________

Date: ________

Please return this completed form to Dr. Luisa Hartmann, General Counsel, Halcyon Semiconductor AG, within ten (10) business days of the date of the Litigation Hold Notice (i.e., no later than November 14, 2023). Dr. Hartmann will forward all completed forms to Calderwood & Harkness LLP.

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP
1333 New Hampshire Avenue NW, Suite 700 Washington, DC 20036 Tel: (202) 457-6200
Fax: (202) 457-6201
599 Lexington Avenue, 38th Floor New York, NY 10022 Tel: (212) 558-4000
Fax: (212) 558-4001
October 31, 2023
Via Email and FedEx (Overnight Delivery)
Dr. Luisa Hartmann General Counsel Halcyon Semiconductor Aktiengesellschaft Halcyon-Platz 1 81739 München, Germany
cc: Dr. Katarina Breuer, Chief Executive Officer, Halcyon Semiconductor AG Markus Ellinger, Chief Financial Officer, Halcyon Semiconductor AG
Re: Litigation Hold Notice — United States of America v. Halcyon Semiconductor Aktiengesellschaft and Vectris Photonics, Inc., Case No. 1:23-cv-03187 (U.S. District Court for the District of Columbia)
Matter Reference: 1032-00005
Dear Dr. Hartmann:
1. Introduction and Purpose of This Notice
Calderwood & Harkness LLP issues this Litigation Hold Notice on behalf of our client, Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or the "Company"), in connection with the civil antitrust complaint filed by the Antitrust Division of the United States Department of Justice ("DOJ") on October 30, 2023. This notice is being issued under the direction of the undersigned, Howard Bellamy, Specialist Partner in the Antitrust & Competition Practice Group, and Derek Okonkwo, Lead Associate in the Mergers & Acquisitions Practice Group, who together serve as lead outside counsel to Halcyon in this matter.
On October 30, 2023, the DOJ filed a civil complaint captioned United States of America v. Halcyon Semiconductor Aktiengesellschaft and Vectris Photonics, Inc., Case No. 1:23-cv-03187, in the United States District Court for the District of Columbia. The complaint seeks a permanent injunction under Section 15 of the Clayton Act, 15 U.S.C. § 25, to enjoin the consummation of the proposed acquisition of Vectris Photonics, Inc. ("Vectris") by Halcyon.
The DOJ's complaint alleges that the proposed approximately $800,000,000 all-cash acquisition of Vectris by Halcyon — structured as a reverse triangular merger through Halcyon's wholly-owned subsidiary, Halcyon Acquisition Sub, Inc. — would substantially lessen competition in violation of Section 7 of the Clayton Act, 15 U.S.C. § 18. Specifically, the DOJ alleges that the proposed transaction would substantially lessen competition in what the government defines as the U.S. market for silicon photonics transceiver modules for hyperscale data center interconnects. The DOJ's theory of competitive harm centers on the contention that the combined entity would control approximately 47% of the domestic market for these products, derived from what the government characterizes as Halcyon's approximately 19% market share combined with Vectris's approximately 28% market share. The government further alleges that the transaction would eliminate head-to-head competition between two of the leading suppliers of next-generation co-packaged optics chiplets and silicon photonics transceivers to the largest U.S. hyperscale cloud infrastructure operators.
The filing of this complaint creates an immediate, mandatory obligation for Halcyon Semiconductor AG — and all of its subsidiaries, affiliates, officers, directors, employees, and agents — to preserve all documents and electronically stored information ("ESI") that are or may be potentially relevant to this litigation. This obligation is effective as of the date of this notice and applies retroactively to cover all materials in existence as of the filing of the complaint. It supersedes and takes priority over any existing document retention policies, document destruction schedules, or automated deletion protocols maintained by Halcyon or any of its subsidiaries.
We cannot overstate the importance and seriousness of this obligation. Failure to comply with this litigation hold may result in severe sanctions imposed by the Court, including but not limited to adverse inference instructions to the jury or factfinder, substantial monetary penalties, findings of spoliation of evidence, and potential referral for contempt proceedings. The preservation of the Company's documents is critical to the integrity of Halcyon's defense, and the consequences of any failure — whether inadvertent or deliberate — can be devastating to the Company's position in this litigation.
We ask that you treat this notice with the highest urgency and take immediate steps to implement the preservation measures described below throughout the Halcyon organization.
2. Legal Obligation to Preserve
The duty to preserve relevant evidence in civil litigation in the United States is well-established and broadly enforced. The Federal Rules of Civil Procedure, including Rules 26(a), 26(b), 34, and 37(e), together with the case law of the U.S. District Court for the District of Columbia and the D.C. Circuit, impose a clear and affirmative duty to preserve documents and ESI that are relevant to pending or reasonably anticipated litigation. This duty applies to all forms of documents and information, whether in paper or electronic form, and extends to all locations where such materials may be stored, including servers, workstations, laptops, mobile devices, cloud storage systems, backup media, and personal devices used for business purposes.
The filing of the DOJ complaint on October 30, 2023 unambiguously triggers a definitive litigation hold obligation. However, it is important to note that the duty to preserve relevant evidence arguably arose at an earlier date — specifically, no later than September 15, 2023, when the DOJ issued its Second Request for additional information and documentary material pursuant to a Civil Investigative Demand ("CID") in connection with its investigation of the proposed transaction. The issuance of the Second Request constituted a clear signal that litigation was reasonably anticipated, and the duty to preserve relevant materials attached at that time if not earlier. To the extent that preservation measures were implemented in connection with the Second Request response (as we understand they were, in part), those measures must remain in full force and effect, and must now be expanded to encompass the broader scope of this litigation hold.
Moreover, the duty to preserve is a continuing one. It applies not only to documents and ESI in existence as of the triggering date, but also to documents and ESI created or received after that date and continuing throughout the pendency of this litigation. The destruction, alteration, concealment, or failure to preserve materials that fall within the scope of this hold — whether through affirmative action, willful neglect, or the passive operation of automated systems — may constitute spoliation of evidence. Federal courts have broad discretion to impose severe sanctions for spoliation, including under Rule 37(e) of the Federal Rules of Civil Procedure, which authorizes courts to impose curative measures and, in cases of intent to deprive another party of relevant information, to instruct the jury that it may or must presume that the lost information was unfavorable to the spoliating party.
This litigation hold applies to Halcyon Semiconductor Aktiengesellschaft and all of its direct and indirect subsidiaries, including, without limitation, Halcyon Acquisition Sub, Inc., a Delaware corporation (File No. 7634291 with the Delaware Secretary of State), which was formed specifically to serve as the merger subsidiary in the proposed reverse triangular merger with Vectris. All references to "Halcyon" or the "Company" in this notice shall be understood to include all such subsidiaries and affiliated entities unless the context clearly requires otherwise.
3. Scope of the Litigation Hold
The scope of this litigation hold is intentionally broad and is designed to encompass all categories of documents and ESI that are or may be potentially relevant to any claim, defense, or issue in United States of America v. Halcyon Semiconductor Aktiengesellschaft and Vectris Photonics, Inc., Case No. 1:23-cv-03187. If there is any doubt as to whether a particular document or category of information falls within the scope of this hold, it must be preserved. No documents should be destroyed, deleted, discarded, or modified without prior written authorization from Calderwood & Harkness.
3.1 Subject Matter Categories
The hold covers all documents and ESI relating to any of the following subject matter categories. These categories are illustrative and should be interpreted broadly. The obligation to preserve extends to any information that may be relevant to the claims and defenses in this action, even if not specifically enumerated below.
a. The Vectris Transaction. All documents relating in any way to the proposed acquisition of Vectris Photonics, Inc. by Halcyon, including but not limited to: the Agreement and Plan of Merger dated August 10, 2023, and all schedules, exhibits, and amendments thereto; all ancillary transaction documents, including the commitment letter for acquisition financing, the escrow agreement, the stockholder support agreements, and any side letters; all due diligence materials received from or provided to Vectris; all board presentations, memoranda, and analyses prepared in connection with the transaction; all financial analyses, valuation materials, discounted cash flow models, comparable company analyses, comparable transaction analyses, and any other financial modeling relating to the transaction or to Vectris; and all internal communications discussing the merits, risks, strategic rationale, or any other aspect of the proposed acquisition.
b. Silicon Photonics Product Lines. All documents relating to Halcyon's design, development, manufacture, testing, qualification, marketing, sale, pricing, and distribution of silicon photonics transceiver modules, co-packaged optics ("CPO") chiplets, and any related optical interconnect products. This includes, without limitation: product roadmaps and technology development plans; design specifications and engineering documentation; manufacturing cost data and bill of materials analyses; pricing strategies, discount schedules, and customer-specific pricing arrangements; market share analyses and revenue reports; competitive intelligence materials; and any documents discussing Halcyon's competitive positioning in the silicon photonics market segment.
c. Competitive Analyses. All documents relating to competition, competitive dynamics, or competitive conditions in the silicon photonics transceiver module and co-packaged optics markets, whether focused on the United States, the European Economic Area, or any other geographic market. This includes, without limitation: market studies (whether prepared internally or by third-party consultants or analysts); competitive positioning analyses; win/loss reports and analyses of competitive bid situations; customer share analyses and customer switching analyses; any documents discussing Vectris Photonics, Luminex Optoelectronics, Drayton Group, Ridgeway Group, Tarrant Enterprises, Harborview Industries, or any other actual or potential competitor as a competitive force; and any documents analyzing barriers to entry, expansion, or repositioning in the relevant markets.
d. Communications with Vectris. All communications of any kind between any Halcyon personnel and any Vectris Photonics personnel from January 1, 2021 to the present. This includes, without limitation, communications with Dr. Anand Raghavan (CEO, Vectris), Margaret Sørensen (CFO, Vectris), Julian Tate (CTO, Vectris), Rebecca Lau (VP, Business Development, Vectris), and any other Vectris employee, officer, director, consultant, or representative. These communications must be preserved whether they relate to the proposed transaction, any pre-existing commercial relationship between the parties, any joint development or licensing arrangement, or any other subject matter whatsoever.
e. Regulatory Filings and Communications. All documents relating to any regulatory filing, submission, or communication with any government authority in connection with the proposed transaction, including but not limited to: the Hart-Scott-Rodino Act premerger notification form filed on or about August 18, 2023, and all supporting documents and attachments; the DOJ Second Request (Civil Investigative Demand) issued on September 15, 2023, and all documents produced or prepared in response thereto; the European Union Merger Regulation ("EUMR") Form CO notification filed with the European Commission on or about August 25, 2023 (Case No. M.11247 — Halcyon Semiconductor / Vectris Photonics), and all supporting documents; all documents relating to the European Commission's decision to open a Phase II in-depth investigation announced on October 6, 2023; any communications with DOJ staff, European Commission case officers, or officials of any other competition authority; and any filings, notifications, or communications with competition authorities in any other jurisdiction relating to the proposed transaction.
f. Market Definition and Market Share. All documents discussing, analyzing, or addressing the definition of relevant product markets or relevant geographic markets for silicon photonics transceiver modules, co-packaged optics chiplets, or any related optical interconnect products. This includes, without limitation: any analyses of the U.S. market for silicon photonics transceivers; any analyses of the EEA market (where the DOJ complaint references a combined share of approximately 38%); any analyses segmented by customer type, including analyses of sales to hyperscale data center operators versus enterprise customers or telecommunications carriers; any analyses of supply-side substitutability, demand-side substitutability, or the SSNIP (Small but Significant and Non-transitory Increase in Price) framework; and any documents discussing whether co-packaged optics and discrete transceiver modules are in the same relevant product market.
g. Efficiencies, Synergies, and Strategic Rationale. All documents discussing, analyzing, or addressing the competitive rationale, strategic benefits, projected synergies, cost savings, or efficiencies expected to result from the proposed merger. This includes, without limitation: any synergy models or integration planning materials; any analyses of research and development efficiencies or technology portfolio complementarities; any analyses of manufacturing efficiencies, supply chain consolidation, or procurement savings; any analyses of revenue synergies, cross-selling opportunities, or customer base expansion; and any documents addressing whether the claimed efficiencies are merger-specific, verifiable, and sufficient to offset any potential competitive harm.
h. Customer Communications. All communications with customers or potential customers of Halcyon's silicon photonics product lines relating to the proposed merger, silicon photonics products, pricing, product availability, product roadmaps, competitive conditions, or any other relevant subject matter. This category encompasses, but is not limited to, communications with the three top-five U.S. hyperscale cloud infrastructure operators that the DOJ complaint identifies as key Vectris customers, as well as any other hyperscale data center operators, cloud service providers, telecommunications companies, or enterprise customers to which Halcyon or Vectris sells or has sought to sell silicon photonics products.
i. Potential Remedies and Divestitures. All documents relating to any potential structural or behavioral remedies, divestiture proposals, consent decree terms, hold-separate arrangements, or other relief that has been discussed, proposed, analyzed, or considered in connection with obtaining regulatory clearance for the proposed transaction. This includes, without limitation: any analysis of the potential divestiture of Halcyon's existing U.S. silicon photonics transceiver product line or manufacturing assets; any analysis of alternative divestiture packages; any communications with investment bankers, consultants, or potential divestiture buyers; any communications with DOJ staff or European Commission case officers regarding potential remedies; and any internal assessments of the commercial viability or competitive sufficiency of proposed remedy packages.
3.2 Time Period
Unless a specific and different time period is stated for a particular subject matter category, this litigation hold applies to all documents and ESI dated or created from January 1, 2020 through the present, and continuing on a going-forward basis until this hold is formally released in writing by Calderwood & Harkness LLP.
With respect to communications specifically relating to the proposed Vectris transaction, the relevant time period extends from the inception of any discussions regarding a potential combination or acquisition involving Vectris. Based on our current understanding, formal discussions commenced no later than May 2023, when the engagement with Ridgeline Partners LLC as financial advisor was opened on May 22, 2023. However, any earlier communications that touch upon a potential transaction with Vectris — including any preliminary or exploratory discussions — must also be preserved regardless of when they occurred.
The going-forward preservation obligation is critical. All documents and ESI created or received after the date of this notice that fall within the scope of the subject matter categories identified above must be preserved as they are created. This includes, without limitation, all communications among Halcyon personnel regarding the litigation, the transaction, or any of the subject matter areas described in Section 3.1.
3.3 Types of Documents and ESI
This litigation hold applies to all documents and ESI in any format, medium, or location, including but not limited to the following:
•  Electronic communications: Email (including all attachments and embedded images), instant messages (including Northgate Data Systems, Meridian Solutions, and any other enterprise messaging platform), text messages (SMS, Westmark Software, Meridian Services Inc., Signal, Kestrel Data Systems, and any other mobile messaging application), and any other form of electronic communication;
•  Office documents: Word processing documents (including Microsoft Word and Stonefield Health IT), spreadsheets (including Microsoft Excel and Stonefield Services Inc.), presentations (including Ashbury Holdings Northgate Services Inc. and Pemberton Services Inc.), PDF files, and any other document formats;
•  Corporate governance materials: Board meeting minutes, resolutions, agendas, and presentations of the Halcyon Vorstand (Management Board), including without limitation the materials relating to the June 5, 2023 Vorstand meeting at which the Vectris acquisition was approved; minutes, resolutions, agendas, and presentations of the Halcyon Aufsichtsrat (Supervisory Board); and minutes, resolutions, agendas, and presentations of any committee of the Vorstand or Aufsichtsrat that addressed the proposed transaction;
•  Financial materials: Financial models, projections, forecasts, budgets, strategic plans, long-range plans, annual operating plans, and any other financial analyses relating to the subject matter categories identified in Section 3.1;
•  Handwritten materials: Handwritten notes, personal notebooks, journals, diaries, sticky notes, whiteboard photographs, and any other handwritten or manually created records;
•  Audio and video materials: Voicemails, audio recordings (including recordings of meetings or calls), video recordings (including recordings of videoconference meetings), and any related transcripts;
•  Calendar and scheduling records: Electronic calendars, scheduling records, meeting invitations, and associated attachments or notes;
•  Metadata: All metadata associated with any of the foregoing, including creation dates, modification dates, author information, file properties, email header information, and any other embedded data;
•  Hard-copy documents: Physical documents, files, binders, folders, and any other tangible records;
•  Personal devices and accounts: Documents and ESI stored on personal devices (including personal mobile phones, tablets, personal laptops, and home computers) and personal accounts (including personal email accounts, personal cloud storage accounts such as Hollowell Health IT, Larkspur Technologies, Meridian Systems, and Cobalt Ridge Systems, and any other personal digital storage) to the extent that such devices or accounts contain information within the scope of this hold;
•  Enterprise systems: Documents and ESI stored on shared network drives, file servers, enterprise content management systems, document management systems, cloud-based collaboration tools (including Sundial Systems, Northgate Data Systems, confluence, and any other platforms used by Halcyon), customer relationship management systems, enterprise resource planning systems, and any other enterprise-level data repositories; and
•  Data room materials: All materials posted to, downloaded from, or otherwise associated with the virtual data room established for the Vectris transaction due diligence process, which we understand was opened on or about June 26, 2023, including access logs, user activity records, and any indexes or inventories of data room contents.
This list is illustrative and not exhaustive. If any category of documents or ESI not specifically listed above may be relevant to the subject matter of this litigation, it must be preserved.
4. Key Custodians
4.1 Mandatory Custodians
The following individuals at Halcyon Semiconductor AG and its subsidiaries have been identified as key custodians whose documents and ESI must be preserved immediately and in their entirety, without exception. These individuals are likely to possess documents and information that are directly relevant to the claims and defenses in the DOJ civil action, and their files — both electronic and hard copy — must be subject to the full scope of this litigation hold:
1.  Dr. Katarina Breuer — Chief Executive Officer (Vorstandsvorsitzende), Halcyon Semiconductor AG
2.  Markus Ellinger — Chief Financial Officer, Halcyon Semiconductor AG, and Sole Director, Halcyon Acquisition Sub, Inc.
3.  Dr. Luisa Hartmann — General Counsel, Halcyon Semiconductor AG
4.  Prof. Dr. Friedrich Wendt — Chair, Supervisory Board (Vorsitzender des Aufsichtsrats), Halcyon Semiconductor AG
5.  All members of the Halcyon Vorstand (Management Board) who participated in any deliberations, discussions, or decision-making concerning the proposed Vectris acquisition, including any members who received presentations, memoranda, or other materials relating to the transaction
6.  All members of the Halcyon Aufsichtsrat (Supervisory Board) who participated in any deliberations, discussions, or decision-making concerning the proposed Vectris acquisition, including any members who received presentations, memoranda, or other materials relating to the transaction
7.  All employees and officers in the silicon photonics business unit, including but not limited to the heads of product management, engineering, sales, and marketing for silicon photonics transceiver modules and co-packaged optics products, who were involved in competitive analyses, pricing decisions, product roadmap development, or customer relationship management for these product lines
8.  All employees and officers in the strategy and corporate development functions who were involved in identifying, evaluating, or executing the proposed Vectris acquisition, including any personnel who participated in due diligence, financial modeling, synergy analysis, or integration planning
9.  All employees who participated in responding to the DOJ Second Request (Civil Investigative Demand) issued on September 15, 2023, or who provided information, documents, or data for the preparation of the HSR Act premerger notification filing on August 18, 2023, or the EUMR Form CO notification filed with the European Commission on August 25, 2023
10.  Any other individuals identified by management as having potentially relevant information relating to the proposed transaction, the silicon photonics market, competitive conditions, or any other subject matter within the scope of this hold
4.2 Notification of Custodians
Dr. Hartmann, as General Counsel, is requested to promptly distribute this Litigation Hold Notice — or an appropriately translated and adapted internal version prepared under the supervision of Calderwood & Harkness — to all identified custodians within Halcyon. If an internal version is prepared for distribution to employees in Germany or other non-English-speaking jurisdictions, we ask that a copy of that internal version be provided to Calderwood & Harkness for review before distribution to ensure that the scope and obligations are accurately conveyed.
Each custodian must acknowledge receipt of this notice in writing. We have enclosed a Custodian Acknowledgment Form for this purpose. Each custodian should complete, sign, and return the Acknowledgment Form to Dr. Hartmann, who should in turn forward all completed forms to Calderwood & Harkness.
A complete list of all custodians who have acknowledged receipt of this notice, together with copies of all signed Custodian Acknowledgment Forms, must be provided to Calderwood & Harkness within ten (10) business days of the date of this notice — that is, no later than November 14, 2023. In the event that any custodian has not acknowledged receipt within this timeframe, Dr. Hartmann must promptly notify Calderwood & Harkness so that appropriate follow-up measures can be taken.
As additional custodians are identified in the course of the litigation, supplemental hold notices will be issued as necessary.
5. Immediate Preservation Steps Required
The following preservation steps must be implemented immediately upon receipt of this notice. We recognize that certain of these steps may require coordination among the General Counsel's office, the IT department, and business unit management. We are available to assist with implementation planning, but the steps themselves must be initiated without delay.
5.1 Suspension of Destruction Policies
All automatic deletion policies, document retention schedules, and routine destruction protocols must be suspended immediately with respect to any materials falling within the scope of this litigation hold. This suspension applies to all media, systems, and locations where potentially relevant materials may be stored.
Specifically, and without limitation, the following must be suspended:
•  Any IT-managed email archiving and deletion cycles that would result in the automatic deletion of email messages or attachments from custodian mailboxes, email archives, or journaling systems;
•  Any scheduled recycling, overwriting, or destruction of backup tapes, backup disk images, or other backup media;
•  Any scheduled purges or clean-up routines applied to electronic storage, including shared network drives, file servers, Aldermere Systems sites, Teams channels, or any other collaborative workspaces;
•  Any physical document shredding or destruction routines applicable to files, binders, or records in the offices of identified custodians or in business unit common areas; and
•  Any retention policy exceptions or manual destruction processes that have been requested or approved for any materials within the scope of this hold.
This suspension must remain in effect until the litigation hold is formally released in writing by Calderwood & Harkness. No individual employee or manager has the authority to release or modify this hold.
5.2 IT Department Actions
Halcyon's IT department (including any outsourced IT service providers) must be instructed to take the following actions immediately:
•  Suspend all auto-delete functions for the email mailboxes, shared drives, collaboration platform accounts, and any other electronic storage associated with each identified custodian. This includes disabling any automatic deletion rules, retention policies, or storage quota enforcement mechanisms that could result in the loss of relevant data;
•  Preserve all backup tapes and backup media in existence as of October 30, 2023, including any daily, weekly, monthly, or annual backup sets. These backup media must be segregated, labeled, and stored securely. No backup media may be recycled, overwritten, degaussed, or destroyed without prior written authorization from Calderwood & Harkness;
•  Image or preserve the hard drives (or the complete contents thereof) of any custodians who are departing the Company, whose positions are being eliminated, or whose computing devices (laptops, desktops, or mobile devices) are being replaced, upgraded, or decommissioned. Such imaging must be performed using forensically sound methods that preserve the integrity and metadata of the original data. If a custodian has already departed or a device has already been decommissioned since September 15, 2023, the IT department must immediately take steps to determine whether the data from that device has been preserved and, if not, whether recovery is possible;
•  Preserve all access logs and audit trails for the virtual data room established for the Vectris transaction due diligence process (opened on or about June 26, 2023), as well as any deal-related shared workspaces, project management tools, or collaboration environments. These logs may be relevant to establishing the chain of custody and access history for key transaction documents; and
•  Provide Calderwood & Harkness with a written summary, within ten (10) business days, of the IT systems, platforms, and storage locations used by identified custodians, including email systems, document management systems, collaboration tools, mobile device management platforms, and any cloud-based storage services.
5.3 Personal Devices and Accounts
All identified custodians must preserve all relevant materials on personal devices (including personal mobile phones, personal tablets, personal laptops, and home computers) and in personal accounts (including personal email accounts, personal cloud storage services, and personal messaging applications) in addition to materials on Company-managed systems.
Custodians must not delete, modify, alter, overwrite, or transfer relevant materials from any device or account, whether personal or Company-provided. Custodians must not reset, wipe, sell, donate, or dispose of any personal device that contains or may contain relevant materials without first ensuring that all such materials have been preserved in a manner approved by Calderwood & Harkness.
If any custodian uses messaging applications with auto-delete or disappearing message features (such as Signal's disappearing messages function or Meridian Services Inc.'s disappearing messages function), those features must be disabled immediately for all conversations that may contain relevant information.
5.4 Third-Party Materials
Relevant documents in the custody or control of third parties acting on Halcyon's behalf, or in possession of third parties with whom Halcyon has a contractual right to obtain documents, must also be preserved. The following third parties have been specifically identified as likely to possess relevant materials:
•  Ridgeline Partners LLC (financial advisor to Halcyon in connection with the Vectris transaction), attention: Nathaniel Cross, Managing Director, and Priya Narayanan, Vice President;
•  Thornbury Wight LLP (auditor and accounting advisor), attention: Gavin Ashmore, Engagement Partner; and
•  Any other consultants, investment banks, economic experts, market research firms, or professional advisors who were engaged by Halcyon in connection with the proposed transaction, the regulatory filings, or the competitive analysis of the silicon photonics market.
Calderwood & Harkness will issue separate preservation notices to these third parties as appropriate. In the interim, Dr. Hartmann is requested to instruct all identified third parties not to destroy, delete, or alter any documents or materials in their possession relating to the subject matter categories identified in Section 3.1 of this notice, pending receipt of a formal preservation notice from Calderwood & Harkness.
6. Ongoing Obligations
This litigation hold constitutes a continuing obligation. It is not a one-time event but an ongoing duty that persists throughout the pendency of the litigation and applies to documents and ESI created or received after the date of this notice as well as to pre-existing materials.
All custodians must remain vigilant in identifying and preserving potentially relevant materials on an ongoing basis. If any custodian becomes aware of potentially relevant materials that were not previously identified — whether because the materials were stored in an unexpected location, were created by a non-custodian, or for any other reason — the custodian must immediately notify Dr. Hartmann or Calderwood & Harkness so that appropriate preservation measures can be taken.
Calderwood & Harkness will issue periodic reminder notices to reinforce the obligations described in this hold. However, the obligation to preserve is effective immediately and continuously, and does not depend on the receipt of a reminder notice. The absence of a reminder does not in any way diminish or modify the preservation obligation.
Any questions regarding whether a particular document or category of documents falls within the scope of this hold, or regarding the appropriate method of preserving particular types of materials, should be directed to Howard Bellamy or Derek Okonkwo at Calderwood & Harkness before any action is taken with respect to such materials. When in doubt, preserve.
In the event that any custodian changes roles, departs the Company, or goes on extended leave during the pendency of this hold, Dr. Hartmann must notify Calderwood & Harkness promptly so that appropriate steps can be taken to ensure the continued preservation of that individual's documents and ESI.
7. Coordination with Vectris Photonics Counsel
Please be advised that Vectris Photonics, Inc. is also a named defendant in Case No. 1:23-cv-03187. We understand that Vectris is represented by Whitfield, Prager & Loomis LLP, with Catherine Whitfield serving as lead M&A counsel and Douglas Prager serving as lead antitrust counsel.
It is essential that Halcyon personnel not communicate directly with Vectris Photonics personnel regarding litigation strategy, document preservation, or any other aspect of the defense of the DOJ civil action without prior coordination through Calderwood & Harkness. While Halcyon and Vectris are co-defendants in this matter and may share certain aligned interests, all communications regarding the litigation must be channeled through counsel to preserve applicable privileges and to ensure consistency in litigation strategy and positions.
To the extent that a joint defense agreement or common interest agreement between Halcyon and Vectris is advisable, Calderwood & Harkness will negotiate and establish any such arrangement in consultation with Whitfield, Prager & Loomis LLP. Until such an agreement is formally executed, Halcyon personnel should assume that no privilege protection extends to direct communications with Vectris personnel regarding the litigation.
Separately, to the extent that ongoing commercial communications between Halcyon and Vectris continue in connection with pre-closing integration planning or other transaction-related activities (subject to any applicable gun-jumping restrictions and clean team protocols), those communications should proceed in the ordinary course, but Halcyon personnel should be mindful that such communications may fall within the scope of this litigation hold and must be preserved accordingly.
8. Consequences of Non-Compliance
The consequences of failing to comply with this litigation hold are serious and potentially severe. We emphasize the following:
•  Court-imposed sanctions. The Court presiding over Case No. 1:23-cv-03187 has broad discretion to impose sanctions for the destruction, alteration, or failure to preserve relevant evidence. Under Rule 37(e) of the Federal Rules of Civil Procedure, if ESI that should have been preserved is lost because a party failed to take reasonable steps to preserve it, the Court may order measures no greater than necessary to cure the prejudice — or, upon a finding of intent to deprive another party of the information's use in the litigation, may presume that the lost information was unfavorable to the party that lost it, instruct the jury that it may or must presume the information was unfavorable to that party, or dismiss the action or enter a default judgment.
•  Adverse inference instructions. In cases involving the intentional destruction of evidence, courts routinely instruct the factfinder that it may infer that the destroyed evidence was unfavorable to the party that destroyed it. Such an instruction can be devastating to a party's case.
•  Monetary penalties. Courts may impose substantial monetary sanctions on parties and, in appropriate cases, on individual officers or employees who are responsible for the destruction of evidence.
•  Findings of spoliation. A judicial finding of spoliation can severely damage a party's credibility with the Court and undermine the party's litigation position on the merits, independent of any specific evidentiary sanction.
•  Personal liability. Individuals who willfully destroy, conceal, or alter documents or ESI that are subject to a litigation hold may face personal liability, including potential contempt of court proceedings and, in extreme cases, criminal penalties for obstruction of justice.
All Halcyon personnel are reminded that this litigation hold is a serious legal obligation. The Company's ability to mount an effective defense against the DOJ's challenge to the Vectris acquisition depends fundamentally on the preservation and integrity of its documents and data. Every employee and officer of the Company has a personal responsibility to comply with this hold, and any failure to do so — whether through action or inaction — may have consequences not only for the Company but for the responsible individual.
If any Halcyon employee or officer has already destroyed, deleted, or altered any materials that fall within the scope of this hold, that individual must immediately disclose the circumstances to Dr. Hartmann and Calderwood & Harkness so that appropriate remedial action can be taken.
9. Contact Information
All questions, acknowledgments, reports of potentially relevant materials, and any other communications regarding this litigation hold should be directed to:
Howard Bellamy Partner, Antitrust & Competition Practice Group Calderwood & Harkness LLP 1333 New Hampshire Avenue NW, Suite 700 Washington, DC 20036 Telephone: (202) 457-6218
Email: h.bellamy@calderwoodharkness.com
Derek Okonkwo Associate, Mergers & Acquisitions Practice Group Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, NY 10022 Telephone: (212) 558-4073
Email: d.okonkwo@calderwoodharkness.com
We are available at any time to answer questions regarding the scope or implementation of this hold. We urge all custodians and responsible personnel to err on the side of over-inclusion and to contact us before taking any action that could result in the loss of potentially relevant materials.
We appreciate the seriousness with which we know you and the Halcyon leadership team will treat this matter. The preservation of the Company's documents is one of the most important steps in building a strong defense, and we are confident that with prompt and thorough implementation of this hold, Halcyon will be well-positioned to meet its obligations and to defend vigorously against the DOJ's claims.
Please do not hesitate to contact us with any questions.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Howard Bellamy Partner, Antitrust & Competition Practice Group
By: ________
Derek Okonkwo Associate, Mergers & Acquisitions Practice Group
Matter No.: 1032-00005
Enclosure: Custodian Acknowledgment Form (to be completed, signed, and returned by each identified custodian within ten (10) business days of the date of this notice)
CUSTODIAN ACKNOWLEDGMENT FORM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED / ATTORNEY WORK PRODUCT
Re: Litigation Hold Notice — United States of America v. Halcyon Semiconductor Aktiengesellschaft and Vectris Photonics, Inc., Case No. 1:23-cv-03187 (U.S. District Court for the District of Columbia)
Matter Reference: 1032-00005
I, the undersigned, hereby acknowledge that I have received and read the Litigation Hold Notice dated October 31, 2023, issued by Calderwood & Harkness LLP in connection with the above-referenced matter.
I understand that I am required to preserve all documents and electronically stored information ("ESI") within my possession, custody, or control that fall within the scope of the litigation hold, as described in the Notice. I understand that this obligation applies to documents and ESI in all formats and locations, including materials on Company-provided systems, personal devices, and personal accounts.
I understand that I must not destroy, delete, modify, alter, conceal, or transfer any documents or ESI that fall within the scope of the litigation hold, and that I must comply with this obligation on a continuing basis until the hold is formally released in writing by Calderwood & Harkness LLP.
I understand that failure to comply with the litigation hold may result in severe consequences, including court-imposed sanctions, adverse inference instructions, monetary penalties, and potential personal liability.
I have identified the following locations where I store or may store potentially relevant documents or ESI (check all that apply):
Company-provided laptop / desktop computer Company-provided mobile phone Company email account Shared network drives / file servers Northgate Data Systems / Aldermere Systems / other collaboration platforms Personal mobile phone (used for business communications) Personal email account (used for business communications) Personal cloud storage (used for business-related materials) Home computer (contains business-related materials) Hard-copy files / notebooks / binders Other (please describe): ________
If I become aware of any potentially relevant materials not previously identified, or if I have any questions about the scope of the litigation hold, I will immediately contact Dr. Luisa Hartmann, General Counsel, or Calderwood & Harkness LLP.
Name (printed): ________
Title / Position: ________
Signature: ________
Date: ________
Please return this completed form to Dr. Luisa Hartmann, General Counsel, Halcyon Semiconductor AG, within ten (10) business days of the date of the Litigation Hold Notice (i.e., no later than November 14, 2023). Dr. Hartmann will forward all completed forms to Calderwood & Harkness LLP.

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

CUSTODIAN ACKNOWLEDGMENT FORM

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