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

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law

599 Lexington Avenue, 38th Floor New York, New York 10022

Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com

December 12, 2023

Engagement No.: 1032-00005

VIA EMAIL AND OVERNIGHT COURIER

Treasury Department Halcyon Semiconductor Aktiengesellschaft Halcyon-Platz 1 81739 München, Germany

Attention: Markus Ellinger, Chief Financial Officer

cc: Ironclad National Bank, National Association One Liberty Plaza 165 Broadway New York, New York 10006

Attention: Thomas Hargreaves, Escrow Officer

cc: Dr. Luisa Hartmann, General Counsel, Halcyon Semiconductor Aktiengesellschaft

cc: Oliver Mackenzie, Responsible Partner, Calderwood & Harkness LLP

Re: Wire Transfer Instructions — Payment of Reverse Break-Up Fee Pursuant to the Termination Agreement and Mutual Release Dated November 30, 2023, in Connection with the Agreement and Plan of Merger Dated August 10, 2023, Among Halcyon Semiconductor Aktiengesellschaft, Halcyon Acquisition Sub, Inc., and Vectris Photonics, Inc.

Dear Mr. Ellinger:

This letter is issued by Calderwood & Harkness LLP, counsel to Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG"), in connection with the above-referenced matter. As you are aware, Halcyon, Halcyon Acquisition Sub, Inc. ("Merger Sub"), and Vectris Photonics, Inc. ("Vectris") entered into that certain Agreement and Plan of Merger dated August 10, 2023 (as amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), pursuant to which Merger Sub was to merge with and into Vectris, with Vectris surviving as a wholly owned subsidiary of Halcyon.

On November 30, 2023, the Merger Agreement was terminated in accordance with its terms pursuant to a Notice of Termination delivered by Halcyon to Vectris under Section 8.1(d) of the Merger Agreement, as a result of the failure to obtain the requisite regulatory approval from the European Commission within the Outside Date specified therein. In connection with such termination, Halcyon, Merger Sub, and Vectris entered into that certain Termination Agreement and Mutual Release dated November 30, 2023 (the "Termination Agreement"), which memorializes the parties' agreement regarding the consequences of the termination of the Merger Agreement, including the payment of the reverse break-up fee described below.

Pursuant to Section 3.1 of the Termination Agreement and Section 8.1(e) of the Merger Agreement, Halcyon is obligated to pay to Vectris the reverse break-up fee in the aggregate amount of Twenty-Eight Million Dollars ($28,000,000) (the "Reverse Break-Up Fee"). The Reverse Break-Up Fee is due and payable no later than December 15, 2023.

The purpose of this letter is to provide the Halcyon Treasury Department with the wire transfer instructions necessary for the effectuation of such payment, to confirm the procedures for verifying completion of the payment, and to inform Ironclad National Bank, N.A. of the manner in which such payment will be made.

1. Payment Amount and Deadline

The Reverse Break-Up Fee to be paid by Halcyon to Vectris is in the amount of Twenty-Eight Million and 00/100 United States Dollars ($28,000,000.00). This amount represents three and one-half percent (3.5%) of the aggregate deal value of Eight Hundred Million Dollars ($800,000,000) as set forth in Section 8.1(e)(i) of the Merger Agreement. The Reverse Break-Up Fee amount was negotiated and agreed upon by the parties at the time of execution of the Merger Agreement and is reiterated and confirmed in Section 3.1 of the Termination Agreement.

Payment of the Reverse Break-Up Fee is due no later than December 15, 2023, as specified in Section 3.2 of the Termination Agreement. Time is of the essence with respect to this payment obligation. Any failure to remit the Reverse Break-Up Fee on or before the deadline date may give rise to default interest at the rate specified in Section 3.3 of the Termination Agreement (the prime rate as published in The Wall Street Journal on the date of default plus two hundred basis points (200 bps), calculated on a per diem basis from December 16, 2023, until the date of actual payment) and may otherwise constitute a material breach of the Termination Agreement.

Payment shall be made in immediately available funds via federal wire transfer denominated in United States Dollars to the account specified in Section 2 below. No partial payments, installment payments, or payments by check, draft, or other instrument shall satisfy Halcyon's payment obligation under the Termination Agreement.

2. Wire Transfer Instructions for Beneficiary (Vectris Photonics, Inc.)

The following wire transfer instructions have been provided by Whitfield, Prager & Loomis LLP, counsel to Vectris Photonics, Inc., and have been confirmed directly by Rebecca Lau, General Counsel of Vectris Photonics, Inc. Calderwood & Harkness LLP has independently verified these instructions through a telephone callback to Ms. Lau at Vectris's principal executive offices in San Jose, California, on December 11, 2023, and through a separate telephone callback to Catherine Whitfield at Whitfield, Prager & Loomis LLP (2600 Sand Hill Road, Suite 250, Menlo Park, California 94025) on the same date.

Please remit the Reverse Break-Up Fee in accordance with the following wire instructions:

It is essential that the Reference / Memo Line be included on the wire transfer exactly as set forth above to ensure proper identification, allocation, and reconciliation of the payment by Vectris's treasury operations. Failure to include the correct reference information may delay confirmation of receipt and could give rise to unnecessary disputes regarding the timeliness of the payment.

Calderwood & Harkness confirms that these wire instructions were received from Catherine Whitfield at Whitfield, Prager & Loomis LLP on December 8, 2023, via email, and have been independently verified by telephone callback to Rebecca Lau at Vectris Photonics, Inc. on December 11, 2023, at the telephone number on file with this firm. A copy of the email from Ms. Whitfield transmitting these instructions has been retained in our engagement files. Should any question arise regarding the authenticity or accuracy of these wire instructions, please contact the undersigned immediately prior to initiating any wire transfer, and do not rely upon any subsequent communication purporting to modify these instructions without first completing the independent verification procedures described in Section 6 below.

3. Instructions to Halcyon Treasury Department

The Halcyon Treasury Department is hereby requested and authorized to initiate the wire transfer of $28,000,000.00 in immediately available funds to the account specified in Section 2 above no later than December 15, 2023. In order to ensure that the wire transfer settles on the same business day and that the funds are credited to Vectris's account on or before the deadline, we strongly recommend that the wire transfer be initiated no later than 10:00 a.m. Eastern Standard Time on December 14, 2023, to allow sufficient time for processing, any required compliance reviews by Halcyon's banking institution, and settlement through the Federal Reserve wire transfer system (Fedwire). Given that the originating wire will be initiated from a German banking institution, the Treasury Department should also account for the time zone differential and any intermediary correspondent banking processes that may apply to cross-border United States Dollar wire transfers.

Halcyon Treasury should coordinate with its primary banking relationship to confirm that all applicable internal approvals, anti-money laundering clearances, and dual-authorization requirements have been satisfied in advance of the wire initiation date, so as to avoid any processing delays.

Upon completion of the wire transfer, the Halcyon Treasury Department is requested to promptly provide a copy of the wire transfer confirmation, including the Federal Reserve reference number (Fed Ref. No.) and the date and time of the wire, to each of the following individuals:

(a) Derek Okonkwo, Lead Associate, Mergers & Acquisitions, Calderwood & Harkness LLP, 599 Lexington Avenue, 38th Floor, New York, New York 10022; telephone: (212) 558-4127; email: derek.okonkwo@calderwoodharkness.com;

(b) Dr. Luisa Hartmann, General Counsel, Halcyon Semiconductor Aktiengesellschaft, Halcyon-Platz 1, 81739 München, Germany; email: l.hartmann@halcyon-semi.de;

(c) Rebecca Lau, General Counsel, Vectris Photonics, Inc., 4750 Ridgepoint Drive, Suite 300, San Jose, California 95134; email: rlau@vectrisphotonics.com; and

(d) Catherine Whitfield, Partner, Whitfield, Prager & Loomis LLP, 2600 Sand Hill Road, Suite 250, Menlo Park, California 94025; email: cwhitfield@wpllaw.com.

The wire confirmation should be transmitted to the above individuals by email as soon as practicable following completion of the wire transfer, and in no event later than two (2) business hours following the issuance of the confirmation by Halcyon's banking institution. If the Treasury Department encounters any difficulty in initiating or completing the wire transfer, including any hold, delay, or rejection by the originating or correspondent bank, it should immediately notify the undersigned by telephone so that appropriate steps may be taken to ensure timely compliance with the payment deadline.

4. Instructions to Ironclad National Bank, N.A. (Escrow Agent)

This letter also serves to inform Ironclad National Bank, National Association ("Ironclad"), in its capacity as escrow agent under that certain Escrow Agreement dated August 10, 2023, by and among Halcyon, Vectris, and Ironclad (the "Escrow Agreement"), that the Reverse Break-Up Fee payment described herein is being made directly from Halcyon to Vectris through the wire transfer mechanism set forth in Sections 2 and 3 above. The Reverse Break-Up Fee payment does not involve, and will not require, any disbursement from the escrow account established (or contemplated to be established) under the Escrow Agreement.

As Ironclad is aware, as a consequence of the termination of the Merger Agreement prior to the consummation of the Closing (as defined in the Merger Agreement), the escrow fund contemplated under Section 2.1 of the Escrow Agreement in the aggregate amount of Forty Million Dollars ($40,000,000) was never funded. The Escrow Agreement, by its terms, was conditioned upon the funding of the escrow account, and no deposit was made into the escrow account at any time. Accordingly, no escrow disbursement is applicable or required in connection with the payment of the Reverse Break-Up Fee or otherwise.

Ironclad National Bank is respectfully requested to note its records accordingly and to confirm to the undersigned that its records have been updated to reflect the foregoing. A separate letter regarding the formal termination of the Escrow Agreement, including a mutual release of Ironclad from its obligations thereunder, will follow under separate cover and is expected to be delivered on or before December 22, 2023. Until such formal termination letter is executed and delivered by all parties, Ironclad should continue to treat the Escrow Agreement as being in effect, notwithstanding that no funds have been deposited thereunder and no disbursement obligations have arisen or will arise.

5. Confirmation and Compliance

Upon receipt of the wire transfer confirmation from the Halcyon Treasury Department, and upon confirmation from Vectris (through its counsel, Whitfield, Prager & Loomis LLP) that the Reverse Break-Up Fee has been received in full in Vectris's account, Calderwood & Harkness LLP will prepare and circulate a written confirmation letter to all parties confirming that the Reverse Break-Up Fee has been duly paid in accordance with the terms and conditions of the Termination Agreement. Such confirmation letter will serve as evidence of Halcyon's satisfaction of its payment obligation under Section 3.1 of the Termination Agreement and Section 8.1(e) of the Merger Agreement.

For the avoidance of doubt, the payment of the Reverse Break-Up Fee constitutes Halcyon's sole monetary obligation to Vectris arising from or in connection with the termination of the Merger Agreement, other than any surviving obligations expressly specified in Section 9.2 of the Merger Agreement (including, without limitation, obligations relating to confidentiality under Section 6.5, non-disparagement under Section 6.12, and cooperation in connection with regulatory matters under Section 6.8) and such additional obligations as may be set forth in the Termination Agreement. Upon payment in full of the Reverse Break-Up Fee, the mutual releases set forth in Section 4 of the Termination Agreement shall become effective in accordance with their terms.

Halcyon's payment of the Reverse Break-Up Fee is made without admission of liability or fault on the part of Halcyon, Merger Sub, or any of their respective affiliates, directors, officers, employees, agents, or representatives. The Reverse Break-Up Fee is being paid solely in accordance with the contractual terms of the Merger Agreement and the Termination Agreement, and no inference of wrongdoing, breach, or culpable conduct shall be drawn from such payment. The parties have expressly acknowledged in Section 5.1 of the Termination Agreement that the Reverse Break-Up Fee represents a reasonable estimate of the damages suffered by Vectris as a result of the termination of the Merger Agreement and is not a penalty.

6. Fraud Prevention Notice

IMPORTANT — WIRE FRAUD PREVENTION ADVISORY

All parties and their respective treasury departments, banking institutions, and representatives are hereby advised to exercise the utmost caution in connection with these wire transfer instructions. Wire fraud schemes targeting high-value transactions are increasingly prevalent, and criminals frequently attempt to intercept or alter wire instructions through compromised email accounts or spoofed communications.

Under no circumstances should any party rely upon any changes, modifications, or amendments to the wire instructions set forth in this letter that are received by email, text message, or any other electronic communication without first obtaining independent telephone verification of such changes. Any purported change to the beneficiary name, bank name, ABA/routing number, account number, SWIFT code, or any other wire transfer detail should be treated as potentially fraudulent until verified.

If any party receives a communication purporting to modify these wire instructions, such party should immediately contact the undersigned by telephone at the number set forth below to verify the authenticity of such communication before taking any action:

Derek Okonkwo Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, New York 10022 Direct Telephone: (212) 558-4127

Verification should be conducted only by calling the telephone number set forth above, which has been previously confirmed and is on file with all parties. Verification should not be conducted by calling any telephone number contained in a suspicious email or other potentially compromised communication. Calderwood & Harkness LLP shall not be responsible for any loss arising from a party's failure to independently verify changes to wire instructions prior to initiating a wire transfer.

Closing

We respectfully request that all addressees confirm receipt of this letter and the wire transfer instructions contained herein at their earliest convenience, and in any event no later than December 13, 2023, by return email to the undersigned at derek.okonkwo@calderwoodharkness.com. Please note that this letter is being sent concurrently to all addressees by email and by overnight courier via Severin Partners LLC Priority Overnight for delivery on December 13, 2023.

We are available to address any questions regarding the wire transfer instructions, the payment timeline, or any other matter related to the effectuation of the Reverse Break-Up Fee payment. Please do not hesitate to contact the undersigned with any questions.

Thank you for your prompt attention to this matter.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Derek Okonkwo Lead Associate, Mergers & Acquisitions Engagement No.: 1032-00005 Direct: (212) 558-4127

Email: derek.okonkwo@calderwoodharkness.com

cc:

Oliver Mackenzie, Responsible Partner, Calderwood & Harkness LLP

Dr. Luisa Hartmann, General Counsel, Halcyon Semiconductor Aktiengesellschaft

Markus Ellinger, Chief Financial Officer, Halcyon Semiconductor Aktiengesellschaft

Thomas Hargreaves, Escrow Officer, Ironclad National Bank, National Association

Rebecca Lau, General Counsel, Vectris Photonics, Inc.

Catherine Whitfield, Partner, Whitfield, Prager & Loomis LLP

Encl.: None (wire instructions set forth in body of letter)

Field	Details
Beneficiary Name:	Vectris Photonics, Inc.
Beneficiary Address:	4750 Ridgepoint Drive, Suite 300, San Jose, CA 95134
Receiving Bank:	Pacific Commerce Bank, National Association
Receiving Bank ABA/Routing Number:	121-143-027
Receiving Bank Address:	200 South First Street, San Jose, CA 95113
Account Number:	8831-0042-7719
Reference / Memo Line:	"Reverse Break-Up Fee — Halcyon/Vectris Termination Agreement dated November 30, 2023"
SWIFT Code (if applicable):	PCBKUS6S

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law
599 Lexington Avenue, 38th Floor New York, New York 10022
Telephone: (212) 558-4000 Facsimile: (212) 558-3588 www.calderwoodharkness.com
December 12, 2023
Engagement No.: 1032-00005
VIA EMAIL AND OVERNIGHT COURIER
Treasury Department Halcyon Semiconductor Aktiengesellschaft Halcyon-Platz 1 81739 München, Germany
Attention: Markus Ellinger, Chief Financial Officer
cc: Ironclad National Bank, National Association One Liberty Plaza 165 Broadway New York, New York 10006
Attention: Thomas Hargreaves, Escrow Officer
cc: Dr. Luisa Hartmann, General Counsel, Halcyon Semiconductor Aktiengesellschaft
cc: Oliver Mackenzie, Responsible Partner, Calderwood & Harkness LLP
Re: Wire Transfer Instructions — Payment of Reverse Break-Up Fee Pursuant to the Termination Agreement and Mutual Release Dated November 30, 2023, in Connection with the Agreement and Plan of Merger Dated August 10, 2023, Among Halcyon Semiconductor Aktiengesellschaft, Halcyon Acquisition Sub, Inc., and Vectris Photonics, Inc.
Dear Mr. Ellinger:
This letter is issued by Calderwood & Harkness LLP, counsel to Halcyon Semiconductor Aktiengesellschaft ("Halcyon" or "HSAG"), in connection with the above-referenced matter. As you are aware, Halcyon, Halcyon Acquisition Sub, Inc. ("Merger Sub"), and Vectris Photonics, Inc. ("Vectris") entered into that certain Agreement and Plan of Merger dated August 10, 2023 (as amended, supplemented, or otherwise modified from time to time, the "Merger Agreement"), pursuant to which Merger Sub was to merge with and into Vectris, with Vectris surviving as a wholly owned subsidiary of Halcyon.
On November 30, 2023, the Merger Agreement was terminated in accordance with its terms pursuant to a Notice of Termination delivered by Halcyon to Vectris under Section 8.1(d) of the Merger Agreement, as a result of the failure to obtain the requisite regulatory approval from the European Commission within the Outside Date specified therein. In connection with such termination, Halcyon, Merger Sub, and Vectris entered into that certain Termination Agreement and Mutual Release dated November 30, 2023 (the "Termination Agreement"), which memorializes the parties' agreement regarding the consequences of the termination of the Merger Agreement, including the payment of the reverse break-up fee described below.
Pursuant to Section 3.1 of the Termination Agreement and Section 8.1(e) of the Merger Agreement, Halcyon is obligated to pay to Vectris the reverse break-up fee in the aggregate amount of Twenty-Eight Million Dollars ($28,000,000) (the "Reverse Break-Up Fee"). The Reverse Break-Up Fee is due and payable no later than December 15, 2023.
The purpose of this letter is to provide the Halcyon Treasury Department with the wire transfer instructions necessary for the effectuation of such payment, to confirm the procedures for verifying completion of the payment, and to inform Ironclad National Bank, N.A. of the manner in which such payment will be made.
1. Payment Amount and Deadline
The Reverse Break-Up Fee to be paid by Halcyon to Vectris is in the amount of Twenty-Eight Million and 00/100 United States Dollars ($28,000,000.00). This amount represents three and one-half percent (3.5%) of the aggregate deal value of Eight Hundred Million Dollars ($800,000,000) as set forth in Section 8.1(e)(i) of the Merger Agreement. The Reverse Break-Up Fee amount was negotiated and agreed upon by the parties at the time of execution of the Merger Agreement and is reiterated and confirmed in Section 3.1 of the Termination Agreement.
Payment of the Reverse Break-Up Fee is due no later than December 15, 2023, as specified in Section 3.2 of the Termination Agreement. Time is of the essence with respect to this payment obligation. Any failure to remit the Reverse Break-Up Fee on or before the deadline date may give rise to default interest at the rate specified in Section 3.3 of the Termination Agreement (the prime rate as published in The Wall Street Journal on the date of default plus two hundred basis points (200 bps), calculated on a per diem basis from December 16, 2023, until the date of actual payment) and may otherwise constitute a material breach of the Termination Agreement.
Payment shall be made in immediately available funds via federal wire transfer denominated in United States Dollars to the account specified in Section 2 below. No partial payments, installment payments, or payments by check, draft, or other instrument shall satisfy Halcyon's payment obligation under the Termination Agreement.
2. Wire Transfer Instructions for Beneficiary (Vectris Photonics, Inc.)
The following wire transfer instructions have been provided by Whitfield, Prager & Loomis LLP, counsel to Vectris Photonics, Inc., and have been confirmed directly by Rebecca Lau, General Counsel of Vectris Photonics, Inc. Calderwood & Harkness LLP has independently verified these instructions through a telephone callback to Ms. Lau at Vectris's principal executive offices in San Jose, California, on December 11, 2023, and through a separate telephone callback to Catherine Whitfield at Whitfield, Prager & Loomis LLP (2600 Sand Hill Road, Suite 250, Menlo Park, California 94025) on the same date.
Please remit the Reverse Break-Up Fee in accordance with the following wire instructions:
It is essential that the Reference / Memo Line be included on the wire transfer exactly as set forth above to ensure proper identification, allocation, and reconciliation of the payment by Vectris's treasury operations. Failure to include the correct reference information may delay confirmation of receipt and could give rise to unnecessary disputes regarding the timeliness of the payment.
Calderwood & Harkness confirms that these wire instructions were received from Catherine Whitfield at Whitfield, Prager & Loomis LLP on December 8, 2023, via email, and have been independently verified by telephone callback to Rebecca Lau at Vectris Photonics, Inc. on December 11, 2023, at the telephone number on file with this firm. A copy of the email from Ms. Whitfield transmitting these instructions has been retained in our engagement files. Should any question arise regarding the authenticity or accuracy of these wire instructions, please contact the undersigned immediately prior to initiating any wire transfer, and do not rely upon any subsequent communication purporting to modify these instructions without first completing the independent verification procedures described in Section 6 below.
3. Instructions to Halcyon Treasury Department
The Halcyon Treasury Department is hereby requested and authorized to initiate the wire transfer of $28,000,000.00 in immediately available funds to the account specified in Section 2 above no later than December 15, 2023. In order to ensure that the wire transfer settles on the same business day and that the funds are credited to Vectris's account on or before the deadline, we strongly recommend that the wire transfer be initiated no later than 10:00 a.m. Eastern Standard Time on December 14, 2023, to allow sufficient time for processing, any required compliance reviews by Halcyon's banking institution, and settlement through the Federal Reserve wire transfer system (Fedwire). Given that the originating wire will be initiated from a German banking institution, the Treasury Department should also account for the time zone differential and any intermediary correspondent banking processes that may apply to cross-border United States Dollar wire transfers.
Halcyon Treasury should coordinate with its primary banking relationship to confirm that all applicable internal approvals, anti-money laundering clearances, and dual-authorization requirements have been satisfied in advance of the wire initiation date, so as to avoid any processing delays.
Upon completion of the wire transfer, the Halcyon Treasury Department is requested to promptly provide a copy of the wire transfer confirmation, including the Federal Reserve reference number (Fed Ref. No.) and the date and time of the wire, to each of the following individuals:
(a) Derek Okonkwo, Lead Associate, Mergers & Acquisitions, Calderwood & Harkness LLP, 599 Lexington Avenue, 38th Floor, New York, New York 10022; telephone: (212) 558-4127; email: derek.okonkwo@calderwoodharkness.com;
(b) Dr. Luisa Hartmann, General Counsel, Halcyon Semiconductor Aktiengesellschaft, Halcyon-Platz 1, 81739 München, Germany; email: l.hartmann@halcyon-semi.de;
(c) Rebecca Lau, General Counsel, Vectris Photonics, Inc., 4750 Ridgepoint Drive, Suite 300, San Jose, California 95134; email: rlau@vectrisphotonics.com; and
(d) Catherine Whitfield, Partner, Whitfield, Prager & Loomis LLP, 2600 Sand Hill Road, Suite 250, Menlo Park, California 94025; email: cwhitfield@wpllaw.com.
The wire confirmation should be transmitted to the above individuals by email as soon as practicable following completion of the wire transfer, and in no event later than two (2) business hours following the issuance of the confirmation by Halcyon's banking institution. If the Treasury Department encounters any difficulty in initiating or completing the wire transfer, including any hold, delay, or rejection by the originating or correspondent bank, it should immediately notify the undersigned by telephone so that appropriate steps may be taken to ensure timely compliance with the payment deadline.
4. Instructions to Ironclad National Bank, N.A. (Escrow Agent)
This letter also serves to inform Ironclad National Bank, National Association ("Ironclad"), in its capacity as escrow agent under that certain Escrow Agreement dated August 10, 2023, by and among Halcyon, Vectris, and Ironclad (the "Escrow Agreement"), that the Reverse Break-Up Fee payment described herein is being made directly from Halcyon to Vectris through the wire transfer mechanism set forth in Sections 2 and 3 above. The Reverse Break-Up Fee payment does not involve, and will not require, any disbursement from the escrow account established (or contemplated to be established) under the Escrow Agreement.
As Ironclad is aware, as a consequence of the termination of the Merger Agreement prior to the consummation of the Closing (as defined in the Merger Agreement), the escrow fund contemplated under Section 2.1 of the Escrow Agreement in the aggregate amount of Forty Million Dollars ($40,000,000) was never funded. The Escrow Agreement, by its terms, was conditioned upon the funding of the escrow account, and no deposit was made into the escrow account at any time. Accordingly, no escrow disbursement is applicable or required in connection with the payment of the Reverse Break-Up Fee or otherwise.
Ironclad National Bank is respectfully requested to note its records accordingly and to confirm to the undersigned that its records have been updated to reflect the foregoing. A separate letter regarding the formal termination of the Escrow Agreement, including a mutual release of Ironclad from its obligations thereunder, will follow under separate cover and is expected to be delivered on or before December 22, 2023. Until such formal termination letter is executed and delivered by all parties, Ironclad should continue to treat the Escrow Agreement as being in effect, notwithstanding that no funds have been deposited thereunder and no disbursement obligations have arisen or will arise.
5. Confirmation and Compliance
Upon receipt of the wire transfer confirmation from the Halcyon Treasury Department, and upon confirmation from Vectris (through its counsel, Whitfield, Prager & Loomis LLP) that the Reverse Break-Up Fee has been received in full in Vectris's account, Calderwood & Harkness LLP will prepare and circulate a written confirmation letter to all parties confirming that the Reverse Break-Up Fee has been duly paid in accordance with the terms and conditions of the Termination Agreement. Such confirmation letter will serve as evidence of Halcyon's satisfaction of its payment obligation under Section 3.1 of the Termination Agreement and Section 8.1(e) of the Merger Agreement.
For the avoidance of doubt, the payment of the Reverse Break-Up Fee constitutes Halcyon's sole monetary obligation to Vectris arising from or in connection with the termination of the Merger Agreement, other than any surviving obligations expressly specified in Section 9.2 of the Merger Agreement (including, without limitation, obligations relating to confidentiality under Section 6.5, non-disparagement under Section 6.12, and cooperation in connection with regulatory matters under Section 6.8) and such additional obligations as may be set forth in the Termination Agreement. Upon payment in full of the Reverse Break-Up Fee, the mutual releases set forth in Section 4 of the Termination Agreement shall become effective in accordance with their terms.
Halcyon's payment of the Reverse Break-Up Fee is made without admission of liability or fault on the part of Halcyon, Merger Sub, or any of their respective affiliates, directors, officers, employees, agents, or representatives. The Reverse Break-Up Fee is being paid solely in accordance with the contractual terms of the Merger Agreement and the Termination Agreement, and no inference of wrongdoing, breach, or culpable conduct shall be drawn from such payment. The parties have expressly acknowledged in Section 5.1 of the Termination Agreement that the Reverse Break-Up Fee represents a reasonable estimate of the damages suffered by Vectris as a result of the termination of the Merger Agreement and is not a penalty.
6. Fraud Prevention Notice
IMPORTANT — WIRE FRAUD PREVENTION ADVISORY
All parties and their respective treasury departments, banking institutions, and representatives are hereby advised to exercise the utmost caution in connection with these wire transfer instructions. Wire fraud schemes targeting high-value transactions are increasingly prevalent, and criminals frequently attempt to intercept or alter wire instructions through compromised email accounts or spoofed communications.
Under no circumstances should any party rely upon any changes, modifications, or amendments to the wire instructions set forth in this letter that are received by email, text message, or any other electronic communication without first obtaining independent telephone verification of such changes. Any purported change to the beneficiary name, bank name, ABA/routing number, account number, SWIFT code, or any other wire transfer detail should be treated as potentially fraudulent until verified.
If any party receives a communication purporting to modify these wire instructions, such party should immediately contact the undersigned by telephone at the number set forth below to verify the authenticity of such communication before taking any action:
Derek Okonkwo Calderwood & Harkness LLP 599 Lexington Avenue, 38th Floor New York, New York 10022 Direct Telephone: (212) 558-4127
Verification should be conducted only by calling the telephone number set forth above, which has been previously confirmed and is on file with all parties. Verification should not be conducted by calling any telephone number contained in a suspicious email or other potentially compromised communication. Calderwood & Harkness LLP shall not be responsible for any loss arising from a party's failure to independently verify changes to wire instructions prior to initiating a wire transfer.
Closing
We respectfully request that all addressees confirm receipt of this letter and the wire transfer instructions contained herein at their earliest convenience, and in any event no later than December 13, 2023, by return email to the undersigned at derek.okonkwo@calderwoodharkness.com. Please note that this letter is being sent concurrently to all addressees by email and by overnight courier via Severin Partners LLC Priority Overnight for delivery on December 13, 2023.
We are available to address any questions regarding the wire transfer instructions, the payment timeline, or any other matter related to the effectuation of the Reverse Break-Up Fee payment. Please do not hesitate to contact the undersigned with any questions.
Thank you for your prompt attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Derek Okonkwo Lead Associate, Mergers & Acquisitions Engagement No.: 1032-00005 Direct: (212) 558-4127
Email: derek.okonkwo@calderwoodharkness.com
cc:
Oliver Mackenzie, Responsible Partner, Calderwood & Harkness LLP
Dr. Luisa Hartmann, General Counsel, Halcyon Semiconductor Aktiengesellschaft
Markus Ellinger, Chief Financial Officer, Halcyon Semiconductor Aktiengesellschaft
Thomas Hargreaves, Escrow Officer, Ironclad National Bank, National Association
Rebecca Lau, General Counsel, Vectris Photonics, Inc.
Catherine Whitfield, Partner, Whitfield, Prager & Loomis LLP
Encl.: None (wire instructions set forth in body of letter)
Field | Details
Beneficiary Name: | Vectris Photonics, Inc.
Beneficiary Address: | 4750 Ridgepoint Drive, Suite 300, San Jose, CA 95134
Receiving Bank: | Pacific Commerce Bank, National Association
Receiving Bank ABA/Routing Number: | 121-143-027
Receiving Bank Address: | 200 South First Street, San Jose, CA 95113
Account Number: | 8831-0042-7719
Reference / Memo Line: | "Reverse Break-Up Fee — Halcyon/Vectris Termination Agreement dated November 30, 2023"
SWIFT Code (if applicable): | PCBKUS6S

CONFIDENTIAL

VIA EMAIL AND OVERNIGHT COURIER

CALDERWOOD & HARKNESS LLP

Record

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