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AGREEMENT AND PLAN OF MERGER

Execution Version

Dated as of August 10, 2023

Among

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

HALCYON ACQUISITION SUB, INC.

and

VECTRIS PHOTONICS, INC.

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AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of August 10, 2023, is entered into among Halcyon Semiconductor Aktiengesellschaft, an Aktiengesellschaft organized under the laws of the Federal Republic of Germany ("Parent"), Halcyon Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Vectris Photonics, Inc., a Delaware corporation (the "Company"). Parent, Merger Sub, and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Parent is an Aktiengesellschaft organized under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 178254, the ordinary shares of which are listed on the Frankfurt Stock Exchange (Regulated Market, Prime Standard) under the ticker symbol "HSAG" and American Depositary Receipts representing ordinary shares of which are listed on the Nasdaq Global Select Market under the ticker symbol "HCYN," and which is headquartered at Halcyon-Platz 1, 81739 München, Germany;

WHEREAS, Merger Sub is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (File No. 7634291), incorporated on June 12, 2023, and a wholly owned subsidiary of Parent, formed solely for the purpose of effecting the Merger (as defined below) and the other transactions contemplated by this Agreement, and has not conducted any business or activities other than those incident to its formation and the negotiation, execution, and performance of this Agreement;

WHEREAS, the Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (File No. 5918437), headquartered at 4750 Ridgepoint Drive, Suite 300, San Jose, California 95134;

WHEREAS, the Management Board (Vorstand) of Parent has determined that the Merger and the other transactions contemplated by this Agreement are in the best interests of Parent and its shareholders, and has approved and declared advisable this Agreement and the consummation of the transactions contemplated hereby, including the Merger;

WHEREAS, the Supervisory Board (Aufsichtsrat) of Parent, at a meeting duly noticed and held on June 5, 2023, approved the Merger and the other transactions contemplated by this Agreement;

WHEREAS, the Board of Directors of Merger Sub has determined that the Merger and the other transactions contemplated by this Agreement are in the best interests of Merger Sub and its sole stockholder, and has approved and declared advisable this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and Parent, as the sole stockholder of Merger Sub, has approved and adopted this Agreement;

WHEREAS, the Board of Directors of the Company (the "Company Board") has (a) determined that the Merger and the other transactions contemplated by this Agreement are fair to and in the best interests of the Company and its stockholders, (b) approved and declared advisable this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (c) resolved to recommend that the stockholders of the Company adopt this Agreement and approve the Merger (the "Company Board Recommendation");

WHEREAS, the Parties intend that the transactions contemplated by this Agreement be effected by means of a reverse triangular merger under the General Corporation Law of the State of Delaware (as amended from time to time, the "DGCL"), pursuant to which Merger Sub shall merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger");

WHEREAS, the Parties desire to set forth certain representations, warranties, covenants, and agreements made by each of them in connection with the Merger and to prescribe certain conditions to the consummation of the Merger;

WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Parent's and Merger Sub's willingness to enter into this Agreement, certain stockholders of the Company, namely Dr. Anand Raghavan, an individual, Granite Peak Ventures Fund IV, L.P., a Delaware limited partnership, and Nordhaven Capital Partners III, L.P., a Delaware limited partnership, are entering into a Voting and Support Agreement with Parent, substantially in the form attached hereto as Exhibit C (the "Voting and Support Agreement"), pursuant to which such stockholders have agreed, among other things, to vote (or deliver a written consent with respect to) all shares of Company Common Stock owned by them in favor of the adoption of this Agreement and the approval of the Merger; and

WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, the Company, and Ironclad National Bank, N.A., as escrow agent (the "Escrow Agent"), are entering into an Escrow Agreement, substantially in the form attached hereto as Exhibit D (the "Escrow Agreement"), pursuant to which a portion of the Aggregate Merger Consideration shall be deposited in escrow to secure the indemnification obligations of the Company's stockholders as set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions.

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Acquisition Proposal" means any inquiry, proposal, or offer (other than by Parent, Merger Sub, or any of their respective Affiliates) from any Person or group of Persons relating to, in a single transaction or a series of related transactions, any (a) merger, consolidation, business combination, recapitalization, liquidation, dissolution, or similar transaction involving the Company or any of its Subsidiaries, (b) acquisition by any Person or group of Persons of equity securities (or options, rights, or warrants to purchase, or securities convertible into or exchangeable for, equity securities) representing twenty percent (20%) or more of the total voting power or equity interest of the Company, (c) acquisition by any Person or group of Persons of assets (including equity securities of any Subsidiary) constituting twenty percent (20%) or more of the consolidated total assets or generating twenty percent (20%) or more of the consolidated revenues or net income of the Company and its Subsidiaries, taken as a whole, or (d) any equity investment in the Company or any of its Subsidiaries (other than ordinary course purchases in the open market or pursuant to existing Company equity plans).

"Action" means any action, suit, claim, arbitration, mediation, investigation, inquiry, hearing, or proceeding (whether civil, criminal, administrative, or investigative) by or before any Governmental Authority.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, the term "Affiliate" shall be interpreted consistently with the meaning ascribed to such term in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended.

"Aggregate Merger Consideration" means Eight Hundred Million Dollars ($800,000,000) in cash.

"Antitrust Approvals" means (a) the expiration or early termination of the applicable waiting period (and any extension thereof) under the HSR Act, (b) clearance or approval under the EU Merger Regulation (EUMR) by the European Commission (whether by Phase I clearance decision, Phase II clearance decision, or expiration of the applicable review periods, as applicable), and (c) any other approvals, clearances, consents, or expirations of waiting periods required under any other applicable Antitrust Law in connection with the consummation of the Merger.

"Antitrust Laws" means the Sherman Antitrust Act of 1890, as amended, the Clayton Act of 1914, as amended, the HSR Act, the Federal Trade Commission Act of 1914, as amended, the EU Merger Regulation (Council Regulation (EC) No 139/2004 of January 20, 2004 on the control of concentrations between undertakings), and all other applicable federal, state, local, or foreign antitrust, competition, or trade regulation laws, statutes, rules, regulations, orders, decrees, administrative or judicial doctrines, or other laws that are designed or intended to (a) prohibit, restrict, or regulate actions having the purpose or effect of monopolization, restraint of trade, or lessening of competition, or (b) provide for the review, approval, or clearance of mergers, acquisitions, joint ventures, or other business combinations.

"Auto-Extension" means one (1) automatic extension of the Outside Date (to June 10, 2024) which shall apply automatically if, as of the initial Outside Date ( ), all conditions to Closing set forth in Article VII have been satisfied or waived (or are capable of being satisfied at the Closing) other than the condition set forth in Section 7.1(b) (Antitrust Approvals).

"Business Day" means any day other than a Saturday, Sunday, or any other day on which commercial banking institutions in either New York, New York or Munich, Germany are authorized or required by Law to be closed.

"Cancelled Shares" has the meaning set forth in Section 2.6(b).

"Certificate of Merger" means the certificate of merger to be executed and filed with the Secretary of State of the State of Delaware in connection with the Merger, in accordance with Section 251 of the DGCL.

"Closing" has the meaning set forth in Section 2.2.

"Closing Date" means the date on which the Closing actually occurs.

"Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.

"Commitment Letter" means the debt commitment letter, dated August 8, 2023, by and between Parent and Meridian Atlantic Bank, N.A., together with all exhibits, schedules, annexes, supplements, and amendments thereto, a true and complete copy of which has been provided to the Company.

"Company Board" means the Board of Directors of the Company.

"Company Board Recommendation" has the meaning set forth in the Recitals.

"Company Common Stock" means the common stock, par value $0.001 per share, of the Company.

"Company Disclosure Schedules" means the disclosure schedules delivered by the Company to Parent and Merger Sub concurrently with the execution and delivery of this Agreement.

"Company Equity Awards" means, collectively, the Company Options and the Company RSUs.

"Company Material Adverse Effect" means any event, circumstance, development, change, effect, occurrence, state of facts, or condition that, individually or in the aggregate with all other events, circumstances, developments, changes, effects, occurrences, states of facts, or conditions, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations, financial condition, or assets of the Company and its Subsidiaries, taken as a whole, or (b) the ability of the Company to consummate the transactions contemplated by this Agreement on or before the Outside Date (as it may be extended by the Auto-Extension); provided, however, that none of the following, either alone or in combination, shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been or would reasonably be expected to be, a Company Material Adverse Effect:

(i) changes in general economic conditions, credit markets, currency exchange rates, or financial, banking, or securities markets in general (including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates);

(ii) changes in conditions generally affecting the semiconductor industry or the silicon photonics industry, including changes in supply and demand dynamics, pricing, and competition;

(iii)

changes arising from or relating to acts of war (whether or not declared), armed hostilities, sabotage, terrorism, cyberattacks (of a general, non-targeted nature), military actions, or any escalation or worsening of any of the foregoing;

earthquakes, hurricanes, tornados, floods, volcanic eruptions, tsunamis, pandemics, epidemics, disease outbreaks (including COVID-19 and any variants or mutations thereof), or other natural disasters or force majeure events;

(vi) the announcement, pendency, or consummation of the transactions contemplated by this Agreement (including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, licensees, distributors, partners, employees, or Governmental Authorities), it being understood and agreed that this clause (vi) shall not apply for purposes of the representations and warranties set forth in Section 3.3 (Governmental Filings; No Violations) or any condition to Closing as it relates to such representations and warranties;

(vii) any failure by the Company to meet any internal or published projections, forecasts, guidance, estimates, milestones, budgets, or predictions of financial performance or results of operations for any period (provided that the underlying causes of any such failure shall not be excluded from consideration under this definition to the extent not otherwise excluded by another clause of this proviso); and

(viii) changes in the trading price or trading volume of Company Common Stock on any securities exchange or over-the-counter market (provided that the underlying causes of any such change shall not be excluded from consideration under this definition to the extent not otherwise excluded by another clause of this proviso);

except, in each of clauses (i) through , to the extent such event, circumstance, development, change, effect, occurrence, state of facts, or condition has a disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, relative to other companies of similar size operating in the industries and markets in which the Company and its Subsidiaries operate, in which case only the incremental disproportionate adverse effect may be taken into account in determining whether a Company Material Adverse Effect has occurred.

"Company Options" means options to purchase shares of Company Common Stock granted pursuant to any Company equity incentive plan that are outstanding as of the date of this Agreement or that become outstanding after the date of this Agreement and prior to the Effective Time.

"Company RSUs" means restricted stock unit awards relating to shares of Company Common Stock granted pursuant to any Company equity incentive plan that are outstanding as of the date of this Agreement or that become outstanding after the date of this Agreement and prior to the Effective Time.

"Company Stockholder Approval" means the adoption of this Agreement by the affirmative vote (in person or by proxy at a duly convened meeting of stockholders) or by the written consent, in accordance with Section 228 of the DGCL, of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon.

"Confidentiality Agreement" means the Mutual Confidentiality Agreement, dated May 15, 2023, by and between Parent and the Company, as the same may be amended from time to time.

"Contract" means any legally binding written or oral agreement, contract, subcontract, lease, sublease, license, sublicense, indenture, instrument, note, bond, mortgage, loan, debenture, franchise, purchase order, commitment, undertaking, understanding, or other binding arrangement or commitment.

"Deductible" has the meaning set forth in Section 9.1(d).

"DGCL" means the General Corporation Law of the State of Delaware, as amended from time to time.

"Dissenting Shares" has the meaning set forth in Section 2.10.

"Effective Time" has the meaning set forth in Section 2.3.

"Environmental Laws" means all applicable Laws relating to pollution, protection of the environment or natural resources, or human health and safety as it relates to exposure to Hazardous Substances, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, and any analogous state, local, or foreign Laws.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"Escrow Agent" means Ironclad National Bank, N.A., or any successor escrow agent appointed in accordance with the Escrow Agreement.

"Escrow Agreement" has the meaning set forth in the Recitals.

"Escrow Amount" means Forty Million Dollars ($40,000,000), which amount is equal to five percent (5%) of the Aggregate Merger Consideration.

"Escrow Period" means the period beginning on the Closing Date and ending at 11:59 p.m. Eastern Time on the date that is months following the Closing Date.

"EU Merger Regulation" or "EUMR" means Council Regulation (EC) No 139/2004 of January 20, 2004 on the control of concentrations between undertakings, and all implementing regulations and notices adopted pursuant thereto.

"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

"Exclusivity Agreement" means the Exclusivity Agreement, dated June 20, 2023, by and between Parent and the Company.

"Financing" means the debt financing contemplated by the Commitment Letter, including the Senior Secured Term Loan Facility described therein.

"Fully Diluted Company Shares" means 58,394,160 shares, consisting of (a) 51,200,000 shares of Company Common Stock issued and outstanding as of the date hereof, and (b) 7,194,160 shares of Company Common Stock subject to in-the-money Company Options and outstanding Company RSUs, in each case as of the date hereof.

"GAAP" means United States generally accepted accounting principles, as in effect from time to time, consistently applied.

"Governmental Authority" means any government or any governmental, regulatory, or administrative body, department, commission, board, bureau, or agency thereof, or any political subdivision thereof (whether federal, state, local, municipal, foreign, supranational, or otherwise), or any agency, instrumentality, or authority thereof, or any court, tribunal, or arbitrator (public or private), or any self-regulatory organization.

"Hazardous Substances" means any substance, material, waste, pollutant, or contaminant listed or defined as hazardous, toxic, or dangerous, or otherwise regulated, under applicable Environmental Laws.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

"Indemnification Cap" means

"intellectual Property" means all intellectual property rights of any kind or nature, whether registered or unregistered, including all (a) patents, patent applications, patent disclosures, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, and extensions thereof, (b) trademarks, service marks, trade names, trade dress, logos, domain names, social media accounts, and all goodwill associated therewith, (c) copyrights and copyrightable works, including software (in source code and object code form), (d) trade secrets, know-how, inventions (whether or not patentable), processes, techniques, algorithms, formulae, data, databases, and compilations of information, and (e) all applications and registrations for, and renewals and extensions of, any of the foregoing.

"Knowledge of the Company" means the actual knowledge, of Dr. Anand Raghavan (Chief Executive Officer and Board Chair), Margaret Sørensen (Chief Technology Officer), Julian Tate (Chief Financial Officer)

"Law" means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree, writ, stipulation, determination, or order of any Governmental Authority.

"Lien" means any mortgage, pledge, lien, encumbrance, charge, security interest, hypothecation, option, right of first refusal, right of first offer, preemptive right, community property interest, equitable interest, claim, defect in title, or restriction of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership).

"Losses" means any and all losses, damages, liabilities, obligations, claims, costs, expenses, penalties, fines, judgments, awards, deficiencies, and settlements, including reasonable and documented out-of-pocket attorneys' fees, costs of investigation, and costs of enforcement of indemnification rights.

"Material Adverse Effect" means a Company Material Adverse Effect, unless the context otherwise requires.

"Material Contracts" has the meaning set forth in Section 3.14.

"Merger" has the meaning set forth in the Recitals.

"Merger Consideration" means the Per Share Merger Consideration.

"Merger Sub Common Stock" means the common stock, par value $0.001 per share, of Merger Sub.

"Order" means any order, judgment, injunction, decree, ruling, writ, assessment, or arbitration award of a Governmental Authority.

"Outside Date" means ; provided, that the Outside Date shall be automatically extended to June 10, 2024 in accordance with the Auto-Extension.

"Parent Board" means the Supervisory Board (Aufsichtsrat) of Parent.

"Parent Material Adverse Effect" means any event, circumstance, development, change, effect, occurrence, state of facts, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement on or before the Outside Date (as it may be extended by the Auto-Extension).

"Paying Agent" has the meaning set forth in Section 2.8(a).

"Per Share Merger Consideration" means an amount in cash equal to the quotient of (a) the Aggregate Merger Consideration ($800,000,000) divided by (b) the Fully Diluted Company Shares (58,394,160), which equals approximately Thirteen Dollars and Seventy Cents ($13.70) per share, without interest, subject to any applicable withholding.

"Permitted Liens" means (a) statutory Liens for current Taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (b) mechanics', carriers', workers', repairers', and other similar Liens arising or incurred in the ordinary course of business, (c) zoning, entitlement, building, and other land use regulations imposed by Governmental Authorities having jurisdiction over any real property which are not violated by the current use and operation of such real property, (d) Liens arising under workers' compensation, unemployment insurance, social security, retirement, and similar legislation, and (e) other imperfections of title or encumbrances, if any, that do not, individually or in the aggregate, materially detract from the value of, or materially impair the use of, the property subject thereto.

"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority, or other entity.

"R&W Insurance Policy" means the representations and warranties insurance policy obtained by Parent, Policy No. PTU-2023-07841, with a policy limit of , underwritten by Pinnacle Specialty Underwriters, Ltd., and brokered by Atlas Transactional Insurance Group, Inc.

"Recommendation Change" has the meaning set forth in Section 5.2(c).

"Representative" means, with respect to any Person, such Person's directors, officers, employees, agents, and advisors (including attorneys, accountants, investment bankers, financial advisors, and consultants).

"Reverse Break-Up Fee" means

"SEC" means the United States Securities and Exchange Commission.

"Stockholder Written Consent" means the written consent of the stockholders of the Company, in accordance with Section 228 of the DGCL, adopting this Agreement and approving the Merger.

"Subsidiary" means, with respect to any Person, any other Person of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof.

"Superior Proposal" means an unsolicited bona fide written Acquisition Proposal (with the references to "twenty percent (20%)" in the definition of "Acquisition Proposal" being deemed to be replaced with references to "more than fifty percent (50%)") that the Company Board determines in good faith, after consultation with Clearwater Zanthor & Co., LLC, as its financial advisor, and Whitfield, Prager & Loomis LLP, as its outside legal counsel, and taking into account all legal, financial, regulatory, and other aspects of such proposal and of this Agreement and the Merger that the Company Board considers to be relevant (including the identity, reputation, and financial condition of the Person making such proposal, the likelihood of timely consummation of the transaction contemplated by such proposal, the conditions to such proposal, the financing terms, and any revisions to the terms of this Agreement proposed by Parent in response to such proposal or otherwise), is more favorable to the stockholders of the Company than the Merger and the other transactions contemplated by this Agreement (including any revisions to this Agreement proposed by Parent).

"Surviving Corporation" means the Company, as the surviving corporation following the Merger.

"Target Termination Fee" means Twenty-Four Million Dollars ($24,000,000), which amount is equal to three percent (3.0%) of the Aggregate Merger Consideration.

"Tax" or "Taxes" means all federal, state, local, and foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, and other taxes of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.

"Tax Return" means any return, declaration, report, claim for refund, information return, or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

"Voting and Support Agreement" has the meaning set forth in the Recitals.

"Willful Breach" means a material breach of, or failure to perform any of the covenants or other agreements contained in, this Agreement that is a consequence of an act or failure to act by the breaching Party with actual knowledge that such act or failure to act would, or would reasonably be expected to, result in or constitute a breach of or failure of performance under this Agreement.

Section 1.2 Interpretation.

(a) When a reference is made in this Agreement to an Article, Section, Exhibit, or Schedule, such reference shall be to an Article, Section, Exhibit, or Schedule of or to this Agreement unless otherwise indicated.

(b) The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(c) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."

(d) The words "hereof," "herein," "hereby," "hereto," and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

(e) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

(f) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

(g) Any agreement, instrument, statute, rule, regulation, or other document defined or referred to herein means such agreement, instrument, statute, rule, regulation, or other document as from time to time amended, modified, supplemented, or restated (including by succession of comparable successor statutes), including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.

(h) References to a Person are also to its permitted successors and assigns.

(i) Unless otherwise specifically indicated, all references to "dollars" and "$" shall mean the lawful currency of the United States of America.

(j) All references to time shall mean Eastern Time, unless otherwise indicated.

(k) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

ARTICLE II

THE MERGER

Section 2.1 The Merger.

Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease at the Effective Time, and the Company shall continue as the Surviving Corporation after the Merger and shall be a wholly owned subsidiary of Parent. The Merger shall have the effects set forth in this Agreement and in Section 259 of the DGCL and the other applicable provisions of the DGCL.

Section 2.2 Closing.

Unless this Agreement shall have been terminated pursuant to Article VIII, and subject to the satisfaction or waiver of each of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), the closing of the Merger (the "Closing") shall take place at 10:00 a.m. Eastern Time on the third (3rd) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), at the offices of Calderwood & Harkness LLP, 599 Lexington Avenue, 38th Floor, New York, New York 10022, or at such other time, date, and place as the Parties may mutually agree in writing.

Section 2.3 Effective Time.

On the Closing Date, the Parties shall cause the Certificate of Merger to be duly executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger shall become effective at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the Parties and specified in the Certificate of Merger in accordance with Section 251 of the DGCL (such time, the "Effective Time").

Section 2.4 Certificate of Incorporation and Bylaws of the Surviving Corporation.

(a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety to read as set forth in Exhibit A hereto, and as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and the terms of such certificate of incorporation; provided, however, that the provisions of Section 6.4 of this Agreement shall not be amended, modified, or repealed in any manner that would adversely affect the rights of the individuals referred to therein without the prior written consent of such individuals.

(b) At the Effective Time, the Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in their entirety to read as set forth in Exhibit B hereto, and as so amended and restated, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the DGCL, the certificate of incorporation of the Surviving Corporation, and the terms of such bylaws; provided, however, that the provisions of Section 6.4 of this Agreement shall not be amended, modified, or repealed in any manner that would adversely affect the rights of the individuals referred to therein without the prior written consent of such individuals.

Section 2.5 Directors and Officers of the Surviving Corporation.

(a) At the Effective Time, the directors of the Surviving Corporation shall be such individuals as Parent shall designate by written notice to the Company prior to the Closing (which designation shall be made not later than two (2) Business Days prior to the anticipated Closing Date), each of whom shall hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The initial sole director of the Surviving Corporation shall be Markus Ellinger, unless Parent provides written notice to the Company designating a different individual or individuals prior to the Closing.

(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each of whom shall hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation, or removal.

Section 2.6 Effect on Capital Stock.

At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities:

(a) Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) shall automatically be converted into the right to receive from the Paying Agent the Per Share Merger Consideration (approximately $13.70 per share) in cash, without interest, upon surrender of the certificate (or evidence of shares in book-entry form) formerly representing such share, in the manner provided in Section 2.8. As of the date of this Agreement, there are 51,200,000 shares of Company Common Stock issued and outstanding. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate or book-entry share that immediately prior to the Effective Time represented any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration, without interest, upon the surrender of such certificate (or evidence of book-entry shares) in accordance with Section 2.8.

(b) Cancellation of Certain Shares. Each share of Company Common Stock that is held in the treasury of the Company or owned by Parent, Merger Sub, or any direct or indirect wholly owned Subsidiary of Parent immediately prior to the Effective Time (collectively, "Cancelled Shares") shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be cancelled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.

(c) Merger Sub Common Stock. Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid, and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation. From and after the Effective Time, each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of shares of common stock of the Surviving Corporation.

Section 2.7 Treatment of Company Equity Awards.

(a) Company Options. At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not then vested or exercisable, shall be treated as follows:

(i) Each Company Option with an exercise price per share that is less than the Per Share Merger Consideration (each, an "In-the-Money Option") shall, at the Effective Time, be cancelled and converted into the right to receive, as soon as reasonably practicable following the Effective Time (and in any event within ten (10) Business Days thereafter), a lump sum cash payment equal to the product of (A) the total number of shares of Company Common Stock subject to such In-the-Money Option immediately prior to the Effective Time, multiplied by (B) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of such In-the-Money Option, less applicable Tax withholdings pursuant to Section 2.11.

(ii) Each Company Option with an exercise price per share that is equal to or greater than the Per Share Merger Consideration (each, an "Out-of-the-Money Option") shall, at the Effective Time, be cancelled and extinguished for no consideration.

(b) Company RSUs. At the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time, whether or not then vested, shall be cancelled and converted into the right to receive, as soon as reasonably practicable following the Effective Time (and in any event within ten (10) Business Days thereafter), a lump sum cash payment equal to the product of (i) the total number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time, multiplied by (ii) the Per Share Merger Consideration, less applicable Tax withholdings pursuant to Section 2.11.

As of the date hereof, Company Options and Company RSUs cover an aggregate of 7,194,160 shares of Company Common Stock. The detailed schedule of outstanding Company Equity Awards, including grant dates, exercise prices, vesting schedules, and number of shares subject thereto, is set forth in Schedule 3.4 of the Company Disclosure Schedules.

(c) Company Equity Plans. At the Effective Time, all Company equity compensation plans (including any stock option plans, restricted stock unit plans, stock purchase plans, and equity incentive plans) shall terminate and be of no further force or effect, and no further awards or rights shall be granted thereunder. The Company Board (or any committee thereof administering such plans) shall adopt such resolutions and take such actions as are necessary to effectuate the foregoing on or prior to the Closing Date.

Section 2.8 Payment Procedures.

(a) Paying Agent. Prior to the Effective Time, Parent shall appoint a bank or trust company reasonably acceptable to the Company to act as paying agent for the Merger (the "Paying Agent"). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent the aggregate amount of cash necessary to pay the Per Share Merger Consideration to all holders of Company Common Stock entitled to receive payment pursuant to Section 2.6(a), which amount shall be equal to the Aggregate Merger Consideration ($800,000,000) less the Escrow Amount ($40,000,000), in immediately available funds (such deposited funds, together with any interest or other income earned thereon, the "Payment Fund"). The Payment Fund shall not be used for any purpose other than as set forth in this Section 2.8, except as otherwise agreed to in writing by the Parties.

(b) Letter of Transmittal. As promptly as practicable after the Effective Time, and in any event within five (5) Business Days thereafter, the Paying Agent shall mail (or otherwise make available) to each holder of record of shares of Company Common Stock that were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.6(a) (i) a letter of transmittal, in customary form reasonably satisfactory to Parent and the Company (which shall specify that delivery shall be effected, and risk of loss and title to certificates (or book-entry shares) shall pass, only upon proper delivery of certificates (or evidence of book-entry shares) to the Paying Agent), and (ii) instructions for use in effecting the surrender of certificates (or book-entry shares) in exchange for the Per Share Merger Consideration.

(c) Payment. Upon (i) surrender to the Paying Agent of a certificate (or evidence of shares in book-entry form) formerly representing shares of Company Common Stock, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent, or (ii) receipt by the Paying Agent of an "agent's message" in the case of book-entry shares, the holder of such certificate (or book-entry shares) shall be entitled to receive in exchange therefor the Per Share Merger Consideration for each share of Company Common Stock formerly represented by such certificate (or book-entry shares), and the certificate (or book-entry share) so surrendered shall forthwith be cancelled. Until so surrendered, each certificate (or book-entry share) that immediately prior to the Effective Time represented shares of Company Common Stock shall be deemed, from and after the Effective Time, to represent only the right to receive the Per Share Merger Consideration, without interest.

(d) No Interest. No interest shall accrue or be paid on the Per Share Merger Consideration or any amount payable upon surrender of certificates (or book-entry shares) pursuant to this Section 2.8, regardless of any delay in making such payment.

(e) Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to former holders of Company Common Stock on the date that is twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Company Common Stock who have not theretofore complied with this Section 2.8 shall thereafter look only to the Surviving Corporation for payment of their claims for the Per Share Merger Consideration, without interest.

(f) No Liability. None of Parent, the Surviving Corporation, Merger Sub, or the Paying Agent shall be liable to any Person in respect of any amounts from the Payment Fund delivered to a public official pursuant to any applicable abandoned property, escheat, or similar Law. If any certificate (or book-entry share) shall not have been surrendered prior to the date on which the Per Share Merger Consideration in respect thereof would otherwise escheat to, or become the property of, any Governmental Authority, such amount shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.

Section 2.9 Escrow.

(a) At the Closing, Parent shall deposit, or cause to be deposited, the Escrow Amount of Forty Million Dollars ($40,000,000) with the Escrow Agent pursuant to and in accordance with the terms of the Escrow Agreement. The Escrow Amount represents five percent (5%) of the Aggregate Merger Consideration and is being deposited to provide a source of funds for the satisfaction of indemnification claims of Parent and its Affiliates under Section 9.1 of this Agreement.

(b) The Escrow Amount shall be held for the duration of the Escrow Period, which shall be months following the Closing Date. The Escrow Agent shall hold and administer the Escrow Amount in accordance with the terms of the Escrow Agreement. The Escrow Agent contact for purposes of administering the Escrow Agreement shall be Thomas Hargreaves, Vice President, Corporate Trust Services, Ironclad National Bank, N.A.

(c) Upon the expiration of the Escrow Period, any portion of the Escrow Amount then remaining in escrow (less any amounts subject to then-pending and unresolved indemnification claims, which shall continue to be held in escrow pending final resolution of such claims) shall be released to the former stockholders of the Company on a pro rata basis (based on the proportion of the Per Share Merger Consideration attributable to each such holder) in accordance with the terms of the Escrow Agreement. Notwithstanding the foregoing, amounts retained in escrow in respect of then-pending and unresolved indemnification claims shall be released promptly following the final resolution of such claims, with any excess amounts being distributed to the former stockholders of the Company on a pro rata basis.

(d) The Escrow Amount shall be invested in accordance with the investment provisions of the Escrow Agreement. Any interest, earnings, or other income earned on the Escrow Amount shall be allocated and distributed in accordance with the terms of the Escrow Agreement.

Section 2.10 Dissenting Shares.

(a) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and held by any holder of such shares who has not voted in favor of or consented to the adoption of this Agreement and who is entitled to demand and has in writing appraisal rights for such shares in accordance with Section 262 of the DGCL (such shares, "Dissenting Shares") shall not be converted into the right to receive the Per Share Merger Consideration, and instead such holder shall be entitled only to such rights as are granted by Section 262 of the DGCL. At the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL and as provided in this Section 2.10.

(b) Notwithstanding the foregoing, if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal under Section 262 of the DGCL, then, as of the later of (i) the Effective Time and (ii) the occurrence of such event, such shares shall automatically be converted into and represent only the right to receive the Per Share Merger Consideration, without interest, upon surrender of the certificate (or evidence of book-entry shares) formerly representing such shares in the manner provided in Section 2.8, as if such holder had never demanded appraisal.

(c) The Company shall provide Parent with prompt written notice of any demands for appraisal received by the Company, any withdrawals of such demands, and any other instruments relating to appraisal rights received by the Company. The Company shall not, without the prior written consent of Parent (not to be unreasonably withheld, conditioned, or delayed), voluntarily make any payment with respect to, settle, or offer to settle any such demands for appraisal or waive any failure to timely deliver a written demand for appraisal or take any other action with respect to any exercise of appraisal rights under Section 262 of the DGCL.

Section 2.11 Withholding.

Each of Parent, the Surviving Corporation, and the Paying Agent shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, the Treasury Regulations, or any other applicable Tax Law. To the extent that amounts are so deducted and withheld and timely remitted to the applicable Governmental Authority, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.

Section 2.12 Lost Certificates.

If any certificate that immediately prior to the Effective Time represented shares of Company Common Stock shall have been lost, stolen, or destroyed, then upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen, or destroyed, and if required by Parent or the Paying Agent, the posting by such Person of a bond in such reasonable and customary amount and upon such terms as Parent or the Paying Agent may require as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent shall issue in exchange for such lost, stolen, or destroyed certificate the Per Share Merger Consideration deliverable in respect thereof pursuant to this Agreement.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except as (a) set forth in the Company Disclosure Schedules (it being understood and agreed that any information set forth in one section or subsection of the Company Disclosure Schedules shall be deemed to apply to and qualify the representation and warranty set forth in the corresponding section or subsection of this Article III and any other section or subsection of this Article III to the extent that the relevance of such information to such other section or subsection is reasonably apparent on the face of such disclosure), or (b) filed or furnished by the Company with the SEC on or after January 1, 2021 and publicly available prior to the date hereof (excluding any disclosures contained in the "Risk Factors" or "Forward-Looking Statements" sections thereof, or any other forward-looking or cautionary, predictive, or qualifying language contained therein, to the extent that such disclosures are general in nature and do not disclose facts with specificity), the Company hereby represents and warrants to Parent and Merger Sub as follows:

Section 3.1 Organization, Good Standing, and Qualification.

The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, with Delaware File Number 5918437. The registered agent of the Company in Delaware is Capitol Corporate Services, LLC, located at 800 North King Street, Suite 400, Wilmington, Delaware 19801. The Company has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing (or its equivalent) in each jurisdiction in which the character of the properties owned, leased, or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed, individually or in the aggregate, would not have a Company Material Adverse Effect. The Company's principal executive offices and headquarters are located at 4750 Ridgepoint Drive, Suite 300, San Jose, California 95134. Schedule 3.1 of the Company Disclosure Schedules sets forth a true and complete list of each jurisdiction in which the Company is qualified or licensed to do business as a foreign corporation.

Section 3.2 Corporate Authority; Approval.

(a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby (subject to obtaining the Company Stockholder Approval). The execution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than (i) the Company Stockholder Approval and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware).

(b) The Company Board, at a meeting duly called and held at which all directors were present (either in person or by telephone), has unanimously (i) determined that this Agreement, the Merger, and the other transactions contemplated by this Agreement are advisable and fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement, the Merger, and the other transactions contemplated hereby, and (iii) resolved to recommend that the stockholders of the Company adopt this Agreement and approve the Merger (such recommendation constituting the Company Board Recommendation). The Company Board Recommendation has not been subsequently withdrawn, qualified, or modified.

(c) The Company Stockholder Approval is the only vote or consent of the holders of any class or series of the Company's capital stock necessary under the DGCL, the Company's certificate of incorporation, the Company's bylaws, or any Contract to which the Company is a party, to approve and adopt this Agreement and the Merger.

(d) This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution, and delivery by Parent and Merger Sub, constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and similar laws of general applicability relating to or affecting creditors' rights and (ii) general principles of equity (the "Enforceability Exceptions").

Section 3.3 Governmental Filings; No Violations.

(a) No consent, approval, Order, or authorization of, or registration, declaration, notice, or filing with, any Governmental Authority is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery, and performance of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) such filings and reports as may be required pursuant to the HSR Act, (iii) such filings and reports as may be required pursuant to the EU Merger Regulation, (iv) such filings and reports as may be required under the Exchange Act, and (v) such other consents, approvals, Orders, authorizations, registrations, declarations, notices, or filings the failure of which to be obtained or made, individually or in the aggregate, would not have a Company Material Adverse Effect.

(b) The execution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, do not and will not (i) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, (ii) assuming that the consents, approvals, Orders, authorizations, registrations, declarations, notices, and filings referred to in Section 3.3(a) are duly obtained or made, conflict with or result in any violation of any Law applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to a right of termination, cancellation, or acceleration of any obligation or loss of any benefit) under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries under, any Contract to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, or Liens that, individually or in the aggregate, would not have a Company Material Adverse Effect.

Section 3.4 Capitalization.

(a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share (of which no shares are issued and outstanding). As of the date of this Agreement, there are 51,200,000 shares of Company Common Stock issued and outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, and nonassessable and were issued in compliance with all applicable securities Laws. No shares of Company Common Stock are held in the treasury of the Company. The CUSIP number for the Company Common Stock is 92553P108.

(b) As of the date of this Agreement, there are outstanding Company Options and Company RSUs covering an aggregate of 7,194,160 shares of Company Common Stock. A complete and correct list of all outstanding Company Options and Company RSUs, including the name of the holder, the number of shares subject to such award, the date of grant, the vesting schedule, and the exercise price (in the case of Company Options), is set forth in Schedule 3.4 of the Company Disclosure Schedules. The Fully Diluted Company Shares are 58,394,160 shares.

(c) Except as set forth in Section 3.4(a) and Section 3.4(b) and Schedule 3.4 of the Company Disclosure Schedules, there are no (i) outstanding shares of capital stock or other equity securities of the Company, (ii) outstanding options, warrants, rights, calls, commitments, conversion privileges, or other rights to subscribe for, purchase, or otherwise acquire any shares of capital stock or other equity securities of the Company, (iii) outstanding obligations of the Company to repurchase, redeem, or otherwise acquire any of its shares of capital stock or other equity securities, or (iv) outstanding securities convertible into or exchangeable for shares of capital stock or other equity securit

AGREEMENT AND PLAN OF MERGER
Execution Version
Dated as of August 10, 2023
Among
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
HALCYON ACQUISITION SUB, INC.
and
VECTRIS PHOTONICS, INC.
TABLE OF CONTENTS
Right-click to update Table of Contents
AGREEMENT AND PLAN OF MERGER
This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of August 10, 2023, is entered into among Halcyon Semiconductor Aktiengesellschaft, an Aktiengesellschaft organized under the laws of the Federal Republic of Germany ("Parent"), Halcyon Acquisition Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), and Vectris Photonics, Inc., a Delaware corporation (the "Company"). Parent, Merger Sub, and the Company are sometimes referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Parent is an Aktiengesellschaft organized under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under HRB 178254, the ordinary shares of which are listed on the Frankfurt Stock Exchange (Regulated Market, Prime Standard) under the ticker symbol "HSAG" and American Depositary Receipts representing ordinary shares of which are listed on the Nasdaq Global Select Market under the ticker symbol "HCYN," and which is headquartered at Halcyon-Platz 1, 81739 München, Germany;
WHEREAS, Merger Sub is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (File No. 7634291), incorporated on June 12, 2023, and a wholly owned subsidiary of Parent, formed solely for the purpose of effecting the Merger (as defined below) and the other transactions contemplated by this Agreement, and has not conducted any business or activities other than those incident to its formation and the negotiation, execution, and performance of this Agreement;
WHEREAS, the Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (File No. 5918437), headquartered at 4750 Ridgepoint Drive, Suite 300, San Jose, California 95134;
WHEREAS, the Management Board (Vorstand) of Parent has determined that the Merger and the other transactions contemplated by this Agreement are in the best interests of Parent and its shareholders, and has approved and declared advisable this Agreement and the consummation of the transactions contemplated hereby, including the Merger;
WHEREAS, the Supervisory Board (Aufsichtsrat) of Parent, at a meeting duly noticed and held on June 5, 2023, approved the Merger and the other transactions contemplated by this Agreement;
WHEREAS, the Board of Directors of Merger Sub has determined that the Merger and the other transactions contemplated by this Agreement are in the best interests of Merger Sub and its sole stockholder, and has approved and declared advisable this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and Parent, as the sole stockholder of Merger Sub, has approved and adopted this Agreement;
WHEREAS, the Board of Directors of the Company (the "Company Board") has (a) determined that the Merger and the other transactions contemplated by this Agreement are fair to and in the best interests of the Company and its stockholders, (b) approved and declared advisable this Agreement and the consummation of the transactions contemplated hereby, including the Merger, and (c) resolved to recommend that the stockholders of the Company adopt this Agreement and approve the Merger (the "Company Board Recommendation");
WHEREAS, the Parties intend that the transactions contemplated by this Agreement be effected by means of a reverse triangular merger under the General Corporation Law of the State of Delaware (as amended from time to time, the "DGCL"), pursuant to which Merger Sub shall merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Parent (the "Merger");
WHEREAS, the Parties desire to set forth certain representations, warranties, covenants, and agreements made by each of them in connection with the Merger and to prescribe certain conditions to the consummation of the Merger;
WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition and inducement to Parent's and Merger Sub's willingness to enter into this Agreement, certain stockholders of the Company, namely Dr. Anand Raghavan, an individual, Granite Peak Ventures Fund IV, L.P., a Delaware limited partnership, and Nordhaven Capital Partners III, L.P., a Delaware limited partnership, are entering into a Voting and Support Agreement with Parent, substantially in the form attached hereto as Exhibit C (the "Voting and Support Agreement"), pursuant to which such stockholders have agreed, among other things, to vote (or deliver a written consent with respect to) all shares of Company Common Stock owned by them in favor of the adoption of this Agreement and the approval of the Merger; and
WHEREAS, concurrently with the execution and delivery of this Agreement, Parent, the Company, and Ironclad National Bank, N.A., as escrow agent (the "Escrow Agent"), are entering into an Escrow Agreement, substantially in the form attached hereto as Exhibit D (the "Escrow Agreement"), pursuant to which a portion of the Aggregate Merger Consideration shall be deposited in escrow to secure the indemnification obligations of the Company's stockholders as set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, covenants, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions.
For purposes of this Agreement, the following terms shall have the meanings set forth below:
"Acquisition Proposal" means any inquiry, proposal, or offer (other than by Parent, Merger Sub, or any of their respective Affiliates) from any Person or group of Persons relating to, in a single transaction or a series of related transactions, any (a) merger, consolidation, business combination, recapitalization, liquidation, dissolution, or similar transaction involving the Company or any of its Subsidiaries, (b) acquisition by any Person or group of Persons of equity securities (or options, rights, or warrants to purchase, or securities convertible into or exchangeable for, equity securities) representing twenty percent (20%) or more of the total voting power or equity interest of the Company, (c) acquisition by any Person or group of Persons of assets (including equity securities of any Subsidiary) constituting twenty percent (20%) or more of the consolidated total assets or generating twenty percent (20%) or more of the consolidated revenues or net income of the Company and its Subsidiaries, taken as a whole, or (d) any equity investment in the Company or any of its Subsidiaries (other than ordinary course purchases in the open market or pursuant to existing Company equity plans).
"Action" means any action, suit, claim, arbitration, mediation, investigation, inquiry, hearing, or proceeding (whether civil, criminal, administrative, or investigative) by or before any Governmental Authority.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with"), as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, the term "Affiliate" shall be interpreted consistently with the meaning ascribed to such term in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended.
"Aggregate Merger Consideration" means Eight Hundred Million Dollars ($800,000,000) in cash.
"Antitrust Approvals" means (a) the expiration or early termination of the applicable waiting period (and any extension thereof) under the HSR Act, (b) clearance or approval under the EU Merger Regulation (EUMR) by the European Commission (whether by Phase I clearance decision, Phase II clearance decision, or expiration of the applicable review periods, as applicable), and (c) any other approvals, clearances, consents, or expirations of waiting periods required under any other applicable Antitrust Law in connection with the consummation of the Merger.
"Antitrust Laws" means the Sherman Antitrust Act of 1890, as amended, the Clayton Act of 1914, as amended, the HSR Act, the Federal Trade Commission Act of 1914, as amended, the EU Merger Regulation (Council Regulation (EC) No 139/2004 of January 20, 2004 on the control of concentrations between undertakings), and all other applicable federal, state, local, or foreign antitrust, competition, or trade regulation laws, statutes, rules, regulations, orders, decrees, administrative or judicial doctrines, or other laws that are designed or intended to (a) prohibit, restrict, or regulate actions having the purpose or effect of monopolization, restraint of trade, or lessening of competition, or (b) provide for the review, approval, or clearance of mergers, acquisitions, joint ventures, or other business combinations.
"Auto-Extension" means one (1) automatic   extension of the Outside Date (to June 10, 2024) which shall apply automatically if, as of the initial Outside Date ( ), all conditions to Closing set forth in Article VII have been satisfied or waived (or are capable of being satisfied at the Closing) other than the condition set forth in Section 7.1(b) (Antitrust Approvals).
"Business Day" means any day other than a Saturday, Sunday, or any other day on which commercial banking institutions in either New York, New York or Munich, Germany are authorized or required by Law to be closed.
"Cancelled Shares" has the meaning set forth in Section 2.6(b).
"Certificate of Merger" means the certificate of merger to be executed and filed with the Secretary of State of the State of Delaware in connection with the Merger, in accordance with Section 251 of the DGCL.
"Closing" has the meaning set forth in Section 2.2.
"Closing Date" means the date on which the Closing actually occurs.
"Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder.
"Commitment Letter" means the debt commitment letter, dated August 8, 2023, by and between Parent and Meridian Atlantic Bank, N.A., together with all exhibits, schedules, annexes, supplements, and amendments thereto, a true and complete copy of which has been provided to the Company.
"Company Board" means the Board of Directors of the Company.
"Company Board Recommendation" has the meaning set forth in the Recitals.
"Company Common Stock" means the common stock, par value $0.001 per share, of the Company.
"Company Disclosure Schedules" means the disclosure schedules delivered by the Company to Parent and Merger Sub concurrently with the execution and delivery of this Agreement.
"Company Equity Awards" means, collectively, the Company Options and the Company RSUs.
"Company Material Adverse Effect" means any event, circumstance, development, change, effect, occurrence, state of facts, or condition that, individually or in the aggregate with all other events, circumstances, developments, changes, effects, occurrences, states of facts, or conditions, has had or would reasonably be expected to have a material adverse effect on (a) the business, results of operations, financial condition, or assets of the Company and its Subsidiaries, taken as a whole, or (b) the ability of the Company to consummate the transactions contemplated by this Agreement on or before the Outside Date (as it may be extended by the Auto-Extension); provided, however, that none of the following, either alone or in combination, shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been or would reasonably be expected to be, a Company Material Adverse Effect:
(i) changes in general economic conditions, credit markets, currency exchange rates, or financial, banking, or securities markets in general (including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates);
(ii) changes in conditions generally affecting the semiconductor industry or the silicon photonics industry, including changes in supply and demand dynamics, pricing, and competition;
(iii) 
  changes arising from or relating to acts of war (whether or not declared), armed hostilities, sabotage, terrorism, cyberattacks (of a general, non-targeted nature), military actions, or any escalation or worsening of any of the foregoing;
  earthquakes, hurricanes, tornados, floods, volcanic eruptions, tsunamis, pandemics, epidemics, disease outbreaks (including COVID-19 and any variants or mutations thereof), or other natural disasters or force majeure events;
(vi) the announcement, pendency, or consummation of the transactions contemplated by this Agreement (including the impact thereof on relationships, contractual or otherwise, with customers, suppliers, licensors, licensees, distributors, partners, employees, or Governmental Authorities), it being understood and agreed that this clause (vi) shall not apply for purposes of the representations and warranties set forth in Section 3.3 (Governmental Filings; No Violations) or any condition to Closing as it relates to such representations and warranties;
(vii) any failure by the Company to meet any internal or published projections, forecasts, guidance, estimates, milestones, budgets, or predictions of financial performance or results of operations for any period (provided that the underlying causes of any such failure shall not be excluded from consideration under this definition to the extent not otherwise excluded by another clause of this proviso); and
(viii) changes in the trading price or trading volume of Company Common Stock on any securities exchange or over-the-counter market (provided that the underlying causes of any such change shall not be excluded from consideration under this definition to the extent not otherwise excluded by another clause of this proviso);
except, in each of clauses (i) through  , to the extent such event, circumstance, development, change, effect, occurrence, state of facts, or condition has a disproportionate adverse effect on the Company and its Subsidiaries, taken as a whole, relative to other companies of similar size operating in the industries and markets in which the Company and its Subsidiaries operate, in which case only the incremental disproportionate adverse effect may be taken into account in determining whether a Company Material Adverse Effect has occurred.
"Company Options" means options to purchase shares of Company Common Stock granted pursuant to any Company equity incentive plan that are outstanding as of the date of this Agreement or that become outstanding after the date of this Agreement and prior to the Effective Time.
"Company RSUs" means restricted stock unit awards relating to shares of Company Common Stock granted pursuant to any Company equity incentive plan that are outstanding as of the date of this Agreement or that become outstanding after the date of this Agreement and prior to the Effective Time.
"Company Stockholder Approval" means the adoption of this Agreement by the affirmative vote (in person or by proxy at a duly convened meeting of stockholders) or by the written consent, in accordance with Section 228 of the DGCL, of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon.
"Confidentiality Agreement" means the Mutual Confidentiality Agreement, dated May 15, 2023, by and between Parent and the Company, as the same may be amended from time to time.
"Contract" means any legally binding written or oral agreement, contract, subcontract, lease, sublease, license, sublicense, indenture, instrument, note, bond, mortgage, loan, debenture, franchise, purchase order, commitment, undertaking, understanding, or other binding arrangement or commitment.
"Deductible" has the meaning set forth in Section 9.1(d).
"DGCL" means the General Corporation Law of the State of Delaware, as amended from time to time.
"Dissenting Shares" has the meaning set forth in Section 2.10.
"Effective Time" has the meaning set forth in Section 2.3.
"Environmental Laws" means all applicable Laws relating to pollution, protection of the environment or natural resources, or human health and safety as it relates to exposure to Hazardous Substances, including the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource Conservation and Recovery Act, the Clean Air Act, the Clean Water Act, and any analogous state, local, or foreign Laws.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
"Escrow Agent" means Ironclad National Bank, N.A., or any successor escrow agent appointed in accordance with the Escrow Agreement.
"Escrow Agreement" has the meaning set forth in the Recitals.
"Escrow Amount" means Forty Million Dollars ($40,000,000), which amount is equal to five percent (5%) of the Aggregate Merger Consideration.
"Escrow Period" means the period beginning on the Closing Date and ending at 11:59 p.m. Eastern Time on the date that is   months following the Closing Date.
"EU Merger Regulation" or "EUMR" means Council Regulation (EC) No 139/2004 of January 20, 2004 on the control of concentrations between undertakings, and all implementing regulations and notices adopted pursuant thereto.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
"Exclusivity Agreement" means the Exclusivity Agreement, dated June 20, 2023, by and between Parent and the Company.
"Financing" means the debt financing contemplated by the Commitment Letter, including the Senior Secured Term Loan Facility described therein.
"Fully Diluted Company Shares" means 58,394,160 shares, consisting of (a) 51,200,000 shares of Company Common Stock issued and outstanding as of the date hereof, and (b) 7,194,160 shares of Company Common Stock subject to in-the-money Company Options and outstanding Company RSUs, in each case as of the date hereof.
"GAAP" means United States generally accepted accounting principles, as in effect from time to time, consistently applied.
"Governmental Authority" means any government or any governmental, regulatory, or administrative body, department, commission, board, bureau, or agency thereof, or any political subdivision thereof (whether federal, state, local, municipal, foreign, supranational, or otherwise), or any agency, instrumentality, or authority thereof, or any court, tribunal, or arbitrator (public or private), or any self-regulatory organization.
"Hazardous Substances" means any substance, material, waste, pollutant, or contaminant listed or defined as hazardous, toxic, or dangerous, or otherwise regulated, under applicable Environmental Laws.
"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.
"Indemnification Cap" means  
"intellectual Property" means all intellectual property rights of any kind or nature, whether registered or unregistered, including all (a) patents, patent applications, patent disclosures, and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, and extensions thereof, (b) trademarks, service marks, trade names, trade dress, logos, domain names, social media accounts, and all goodwill associated therewith, (c) copyrights and copyrightable works, including software (in source code and object code form), (d) trade secrets, know-how, inventions (whether or not patentable), processes, techniques, algorithms, formulae, data, databases, and compilations of information, and (e) all applications and registrations for, and renewals and extensions of, any of the foregoing.
"Knowledge of the Company" means the actual knowledge,  of Dr. Anand Raghavan (Chief Executive Officer and Board Chair), Margaret Sørensen (Chief Technology Officer),  Julian Tate (Chief Financial Officer) 
"Law" means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree, writ, stipulation, determination, or order of any Governmental Authority.
"Lien" means any mortgage, pledge, lien, encumbrance, charge, security interest, hypothecation, option, right of first refusal, right of first offer, preemptive right, community property interest, equitable interest, claim, defect in title, or restriction of any kind (including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership).
"Losses" means any and all losses, damages, liabilities, obligations, claims, costs, expenses, penalties, fines, judgments, awards, deficiencies, and settlements, including reasonable and documented out-of-pocket attorneys' fees, costs of investigation, and costs of enforcement of indemnification rights.
"Material Adverse Effect" means a Company Material Adverse Effect, unless the context otherwise requires.
"Material Contracts" has the meaning set forth in Section 3.14.
"Merger" has the meaning set forth in the Recitals.
"Merger Consideration" means the Per Share Merger Consideration.
"Merger Sub Common Stock" means the common stock, par value $0.001 per share, of Merger Sub.
"Order" means any order, judgment, injunction, decree, ruling, writ, assessment, or arbitration award of a Governmental Authority.
"Outside Date" means  ; provided, that the Outside Date shall be automatically extended to June 10, 2024 in accordance with the Auto-Extension.
"Parent Board" means the Supervisory Board (Aufsichtsrat) of Parent.
"Parent Material Adverse Effect" means any event, circumstance, development, change, effect, occurrence, state of facts, or condition that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the ability of Parent or Merger Sub to consummate the transactions contemplated by this Agreement on or before the Outside Date (as it may be extended by the Auto-Extension).
"Paying Agent" has the meaning set forth in Section 2.8(a).
"Per Share Merger Consideration" means an amount in cash equal to the quotient of (a) the Aggregate Merger Consideration ($800,000,000) divided by (b) the Fully Diluted Company Shares (58,394,160), which equals approximately Thirteen Dollars and Seventy Cents ($13.70) per share, without interest, subject to any applicable withholding. 
"Permitted Liens" means (a) statutory Liens for current Taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP, (b) mechanics', carriers', workers', repairers', and other similar Liens arising or incurred in the ordinary course of business, (c) zoning, entitlement, building, and other land use regulations imposed by Governmental Authorities having jurisdiction over any real property which are not violated by the current use and operation of such real property, (d) Liens arising under workers' compensation, unemployment insurance, social security, retirement, and similar legislation, and (e) other imperfections of title or encumbrances, if any, that do not, individually or in the aggregate, materially detract from the value of, or materially impair the use of, the property subject thereto.
"Person" means any individual, corporation, partnership, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority, or other entity.
"R&W Insurance Policy" means the representations and warranties insurance policy obtained by Parent, Policy No. PTU-2023-07841, with a policy limit of  , underwritten by Pinnacle Specialty Underwriters, Ltd., and brokered by Atlas Transactional Insurance Group, Inc.
"Recommendation Change" has the meaning set forth in Section 5.2(c).
"Representative" means, with respect to any Person, such Person's directors, officers, employees, agents, and advisors (including attorneys, accountants, investment bankers, financial advisors, and consultants).
"Reverse Break-Up Fee" means  
"SEC" means the United States Securities and Exchange Commission.
"Stockholder Written Consent" means the written consent of the stockholders of the Company, in accordance with Section 228 of the DGCL, adopting this Agreement and approving the Merger.
"Subsidiary" means, with respect to any Person, any other Person of which (a) if a corporation, a majority of the total voting power of shares of stock entitled (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) to vote in the election of directors, managers, or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (b) if a limited liability company, partnership, association, or other business entity (other than a corporation), a majority of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof.
"Superior Proposal" means an unsolicited bona fide written Acquisition Proposal (with the references to "twenty percent (20%)" in the definition of "Acquisition Proposal" being deemed to be replaced with references to "more than fifty percent (50%)") that the Company Board determines in good faith, after consultation with Clearwater Zanthor & Co., LLC, as its financial advisor, and Whitfield, Prager & Loomis LLP, as its outside legal counsel, and taking into account all legal, financial, regulatory, and other aspects of such proposal and of this Agreement and the Merger that the Company Board considers to be relevant (including the identity, reputation, and financial condition of the Person making such proposal, the likelihood of timely consummation of the transaction contemplated by such proposal, the conditions to such proposal, the financing terms, and any revisions to the terms of this Agreement proposed by Parent in response to such proposal or otherwise), is more favorable to the stockholders of the Company than the Merger and the other transactions contemplated by this Agreement (including any revisions to this Agreement proposed by Parent).
"Surviving Corporation" means the Company, as the surviving corporation following the Merger.
"Target Termination Fee" means Twenty-Four Million Dollars ($24,000,000), which amount is equal to three percent (3.0%) of the Aggregate Merger Consideration.
"Tax" or "Taxes" means all federal, state, local, and foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, and other taxes of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not.
"Tax Return" means any return, declaration, report, claim for refund, information return, or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
"Voting and Support Agreement" has the meaning set forth in the Recitals.
"Willful Breach" means a material breach of, or failure to perform any of the covenants or other agreements contained in, this Agreement that is a consequence of an act or failure to act by the breaching Party with actual knowledge that such act or failure to act would, or would reasonably be expected to, result in or constitute a breach of or failure of performance under this Agreement.
Section 1.2 Interpretation.
(a) When a reference is made in this Agreement to an Article, Section, Exhibit, or Schedule, such reference shall be to an Article, Section, Exhibit, or Schedule of or to this Agreement unless otherwise indicated.
(b) The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
(c) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation."
(d) The words "hereof," "herein," "hereby," "hereto," and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
(e) All terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.
(f) The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.
(g) Any agreement, instrument, statute, rule, regulation, or other document defined or referred to herein means such agreement, instrument, statute, rule, regulation, or other document as from time to time amended, modified, supplemented, or restated (including by succession of comparable successor statutes), including (in the case of agreements or instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and references to all attachments thereto and instruments incorporated therein.
(h) References to a Person are also to its permitted successors and assigns.
(i) Unless otherwise specifically indicated, all references to "dollars" and "$" shall mean the lawful currency of the United States of America.
(j) All references to time shall mean Eastern Time, unless otherwise indicated.
(k) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.
ARTICLE II
THE MERGER
Section 2.1 The Merger.
Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease at the Effective Time, and the Company shall continue as the Surviving Corporation after the Merger and shall be a wholly owned subsidiary of Parent. The Merger shall have the effects set forth in this Agreement and in Section 259 of the DGCL and the other applicable provisions of the DGCL.
Section 2.2 Closing.
Unless this Agreement shall have been terminated pursuant to Article VIII, and subject to the satisfaction or waiver of each of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), the closing of the Merger (the "Closing") shall take place at 10:00 a.m. Eastern Time on the third (3rd) Business Day after the satisfaction or waiver of the last to be satisfied or waived of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), at the offices of Calderwood & Harkness LLP, 599 Lexington Avenue, 38th Floor, New York, New York 10022,  or at such other time, date, and place as the Parties may mutually agree in writing.
Section 2.3 Effective Time.
On the Closing Date, the Parties shall cause the Certificate of Merger to be duly executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger shall become effective at the time when the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or at such later time as may be agreed by the Parties and specified in the Certificate of Merger in accordance with Section 251 of the DGCL (such time, the "Effective Time").
Section 2.4 Certificate of Incorporation and Bylaws of the Surviving Corporation.
(a) At the Effective Time, the Certificate of Incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety to read as set forth in Exhibit A hereto, and as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with the DGCL and the terms of such certificate of incorporation; provided, however, that the provisions of Section 6.4 of this Agreement shall not be amended, modified, or repealed in any manner that would adversely affect the rights of the individuals referred to therein without the prior written consent of such individuals.
(b) At the Effective Time, the Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in their entirety to read as set forth in Exhibit B hereto, and as so amended and restated, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the DGCL, the certificate of incorporation of the Surviving Corporation, and the terms of such bylaws; provided, however, that the provisions of Section 6.4 of this Agreement shall not be amended, modified, or repealed in any manner that would adversely affect the rights of the individuals referred to therein without the prior written consent of such individuals.
Section 2.5 Directors and Officers of the Surviving Corporation.
(a) At the Effective Time, the directors of the Surviving Corporation shall be such individuals as Parent shall designate by written notice to the Company prior to the Closing (which designation shall be made not later than two (2) Business Days prior to the anticipated Closing Date), each of whom shall hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation. The initial sole director of the Surviving Corporation shall be Markus Ellinger, unless Parent provides written notice to the Company designating a different individual or individuals prior to the Closing.
(b) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation, each of whom shall hold office in accordance with the certificate of incorporation and bylaws of the Surviving Corporation until their respective successors are duly elected or appointed and qualified, or until their earlier death, resignation, or removal.
Section 2.6 Effect on Capital Stock.
At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities:
(a) Conversion of Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Cancelled Shares and Dissenting Shares) shall automatically be converted into the right to receive from the Paying Agent the Per Share Merger Consideration (approximately $13.70 per share) in cash, without interest, upon surrender of the certificate (or evidence of shares in book-entry form) formerly representing such share, in the manner provided in Section 2.8. As of the date of this Agreement, there are 51,200,000 shares of Company Common Stock issued and outstanding. All such shares of Company Common Stock, when so converted, shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate or book-entry share that immediately prior to the Effective Time represented any such shares of Company Common Stock shall cease to have any rights with respect thereto, except the right to receive the Per Share Merger Consideration, without interest, upon the surrender of such certificate (or evidence of book-entry shares) in accordance with Section 2.8.
(b) Cancellation of Certain Shares. Each share of Company Common Stock that is held in the treasury of the Company or owned by Parent, Merger Sub, or any direct or indirect wholly owned Subsidiary of Parent immediately prior to the Effective Time (collectively, "Cancelled Shares") shall, by virtue of the Merger and without any action on the part of the holder thereof, automatically be cancelled and shall cease to exist, and no consideration shall be delivered or deliverable in exchange therefor.
(c) Merger Sub Common Stock. Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) validly issued, fully paid, and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation. From and after the Effective Time, each certificate evidencing ownership of shares of Merger Sub Common Stock shall evidence ownership of shares of common stock of the Surviving Corporation.
Section 2.7 Treatment of Company Equity Awards.
(a) Company Options. At the Effective Time, each Company Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not then vested or exercisable, shall be treated as follows:
(i) Each Company Option with an exercise price per share that is less than the Per Share Merger Consideration (each, an "In-the-Money Option") shall, at the Effective Time, be cancelled and converted into the right to receive, as soon as reasonably practicable following the Effective Time (and in any event within ten (10) Business Days thereafter), a lump sum cash payment equal to the product of (A) the total number of shares of Company Common Stock subject to such In-the-Money Option immediately prior to the Effective Time, multiplied by (B) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of such In-the-Money Option, less applicable Tax withholdings pursuant to Section 2.11.
(ii) Each Company Option with an exercise price per share that is equal to or greater than the Per Share Merger Consideration (each, an "Out-of-the-Money Option") shall, at the Effective Time, be cancelled and extinguished for no consideration.
(b) Company RSUs. At the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time, whether or not then vested, shall be cancelled and converted into the right to receive, as soon as reasonably practicable following the Effective Time (and in any event within ten (10) Business Days thereafter), a lump sum cash payment equal to the product of (i) the total number of shares of Company Common Stock subject to such Company RSU immediately prior to the Effective Time, multiplied by (ii) the Per Share Merger Consideration, less applicable Tax withholdings pursuant to Section 2.11.
As of the date hereof, Company Options and Company RSUs cover an aggregate of 7,194,160 shares of Company Common Stock. The detailed schedule of outstanding Company Equity Awards, including grant dates, exercise prices, vesting schedules, and number of shares subject thereto, is set forth in Schedule 3.4 of the Company Disclosure Schedules.
(c) Company Equity Plans. At the Effective Time, all Company equity compensation plans (including any stock option plans, restricted stock unit plans, stock purchase plans, and equity incentive plans) shall terminate and be of no further force or effect, and no further awards or rights shall be granted thereunder. The Company Board (or any committee thereof administering such plans) shall adopt such resolutions and take such actions as are necessary to effectuate the foregoing on or prior to the Closing Date.
Section 2.8 Payment Procedures.
(a) Paying Agent. Prior to the Effective Time, Parent shall appoint a bank or trust company reasonably acceptable to the Company to act as paying agent for the Merger (the "Paying Agent"). At or prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent the aggregate amount of cash necessary to pay the Per Share Merger Consideration to all holders of Company Common Stock entitled to receive payment pursuant to Section 2.6(a), which amount shall be equal to the Aggregate Merger Consideration ($800,000,000) less the Escrow Amount ($40,000,000), in immediately available funds (such deposited funds, together with any interest or other income earned thereon, the "Payment Fund"). The Payment Fund shall not be used for any purpose other than as set forth in this Section 2.8, except as otherwise agreed to in writing by the Parties.
(b) Letter of Transmittal. As promptly as practicable after the Effective Time, and in any event within five (5) Business Days thereafter, the Paying Agent shall mail (or otherwise make available) to each holder of record of shares of Company Common Stock that were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.6(a) (i) a letter of transmittal, in customary form reasonably satisfactory to Parent and the Company (which shall specify that delivery shall be effected, and risk of loss and title to certificates (or book-entry shares) shall pass, only upon proper delivery of certificates (or evidence of book-entry shares) to the Paying Agent), and (ii) instructions for use in effecting the surrender of certificates (or book-entry shares) in exchange for the Per Share Merger Consideration.
(c) Payment. Upon (i) surrender to the Paying Agent of a certificate (or evidence of shares in book-entry form) formerly representing shares of Company Common Stock, together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent, or (ii) receipt by the Paying Agent of an "agent's message" in the case of book-entry shares, the holder of such certificate (or book-entry shares) shall be entitled to receive in exchange therefor the Per Share Merger Consideration for each share of Company Common Stock formerly represented by such certificate (or book-entry shares), and the certificate (or book-entry share) so surrendered shall forthwith be cancelled. Until so surrendered, each certificate (or book-entry share) that immediately prior to the Effective Time represented shares of Company Common Stock shall be deemed, from and after the Effective Time, to represent only the right to receive the Per Share Merger Consideration, without interest.
(d) No Interest. No interest shall accrue or be paid on the Per Share Merger Consideration or any amount payable upon surrender of certificates (or book-entry shares) pursuant to this Section 2.8, regardless of any delay in making such payment.
(e) Termination of Payment Fund. Any portion of the Payment Fund that remains undistributed to former holders of Company Common Stock on the date that is twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation upon demand, and any former holders of Company Common Stock who have not theretofore complied with this Section 2.8 shall thereafter look only to the Surviving Corporation for payment of their claims for the Per Share Merger Consideration, without interest.
(f) No Liability. None of Parent, the Surviving Corporation, Merger Sub, or the Paying Agent shall be liable to any Person in respect of any amounts from the Payment Fund delivered to a public official pursuant to any applicable abandoned property, escheat, or similar Law. If any certificate (or book-entry share) shall not have been surrendered prior to the date on which the Per Share Merger Consideration in respect thereof would otherwise escheat to, or become the property of, any Governmental Authority, such amount shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto.
Section 2.9 Escrow.
(a) At the Closing, Parent shall deposit, or cause to be deposited, the Escrow Amount of Forty Million Dollars ($40,000,000) with the Escrow Agent pursuant to and in accordance with the terms of the Escrow Agreement. The Escrow Amount represents five percent (5%) of the Aggregate Merger Consideration and is being deposited to provide a source of funds for the satisfaction of indemnification claims of Parent and its Affiliates under Section 9.1 of this Agreement.
(b) The Escrow Amount shall be held for the duration of the Escrow Period, which shall be   months following the Closing Date. The Escrow Agent shall hold and administer the Escrow Amount in accordance with the terms of the Escrow Agreement. The Escrow Agent contact for purposes of administering the Escrow Agreement shall be Thomas Hargreaves, Vice President, Corporate Trust Services, Ironclad National Bank, N.A.
(c) Upon the expiration of the Escrow Period, any portion of the Escrow Amount then remaining in escrow (less any amounts subject to then-pending and unresolved indemnification claims, which shall continue to be held in escrow pending final resolution of such claims) shall be released to the former stockholders of the Company on a pro rata basis (based on the proportion of the Per Share Merger Consideration attributable to each such holder) in accordance with the terms of the Escrow Agreement. Notwithstanding the foregoing, amounts retained in escrow in respect of then-pending and unresolved indemnification claims shall be released promptly following the final resolution of such claims, with any excess amounts being distributed to the former stockholders of the Company on a pro rata basis.
(d) The Escrow Amount shall be invested in accordance with the investment provisions of the Escrow Agreement. Any interest, earnings, or other income earned on the Escrow Amount shall be allocated and distributed in accordance with the terms of the Escrow Agreement.
Section 2.10 Dissenting Shares.
(a) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and held by any holder of such shares who has not voted in favor of or consented to the adoption of this Agreement and who is entitled to demand and has   in writing appraisal rights for such shares in accordance with Section 262 of the DGCL (such shares, "Dissenting Shares") shall not be converted into the right to receive the Per Share Merger Consideration, and instead such holder shall be entitled only to such rights as are granted by Section 262 of the DGCL. At the Effective Time, all Dissenting Shares shall no longer be outstanding and shall automatically be cancelled and cease to exist, and each holder of Dissenting Shares shall cease to have any rights with respect thereto, except the rights set forth in Section 262 of the DGCL and as provided in this Section 2.10.
(b) Notwithstanding the foregoing, if any holder of Dissenting Shares shall effectively withdraw or lose (through failure to perfect or otherwise) the right to appraisal under Section 262 of the DGCL, then, as of the later of (i) the Effective Time and (ii) the occurrence of such event, such shares shall automatically be converted into and represent only the right to receive the Per Share Merger Consideration, without interest, upon surrender of the certificate (or evidence of book-entry shares) formerly representing such shares in the manner provided in Section 2.8, as if such holder had never demanded appraisal.
(c) The Company shall provide Parent with prompt written notice of any demands for appraisal received by the Company, any withdrawals of such demands, and any other instruments relating to appraisal rights received by the Company. The Company shall not, without the prior written consent of Parent (not to be unreasonably withheld, conditioned, or delayed), voluntarily make any payment with respect to, settle, or offer to settle any such demands for appraisal or waive any failure to timely deliver a written demand for appraisal or take any other action with respect to any exercise of appraisal rights under Section 262 of the DGCL.
Section 2.11 Withholding.
Each of Parent, the Surviving Corporation, and the Paying Agent shall be entitled to deduct and withhold from any amounts payable pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code, the Treasury Regulations, or any other applicable Tax Law. To the extent that amounts are so deducted and withheld and timely remitted to the applicable Governmental Authority, such deducted and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.
Section 2.12 Lost Certificates.
If any certificate that immediately prior to the Effective Time represented shares of Company Common Stock shall have been lost, stolen, or destroyed, then upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen, or destroyed, and if required by Parent or the Paying Agent, the posting by such Person of a bond in such reasonable and customary amount and upon such terms as Parent or the Paying Agent may require as indemnity against any claim that may be made against it with respect to such certificate, the Paying Agent shall issue in exchange for such lost, stolen, or destroyed certificate the Per Share Merger Consideration deliverable in respect thereof pursuant to this Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Except as (a) set forth in the Company Disclosure Schedules (it being understood and agreed that any information set forth in one section or subsection of the Company Disclosure Schedules shall be deemed to apply to and qualify the representation and warranty set forth in the corresponding section or subsection of this Article III and any other section or subsection of this Article III to the extent that the relevance of such information to such other section or subsection is reasonably apparent on the face of such disclosure), or (b) filed or furnished by the Company with the SEC on or after January 1, 2021 and publicly available prior to the date hereof (excluding any disclosures contained in the "Risk Factors" or "Forward-Looking Statements" sections thereof, or any other forward-looking or cautionary, predictive, or qualifying language contained therein, to the extent that such disclosures are general in nature and do not disclose facts with specificity), the Company hereby represents and warrants to Parent and Merger Sub as follows:
Section 3.1 Organization, Good Standing, and Qualification.
The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, with Delaware File Number 5918437. The registered agent of the Company in Delaware is Capitol Corporate Services, LLC, located at 800 North King Street, Suite 400, Wilmington, Delaware 19801. The Company has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. The Company is duly qualified or licensed to do business as a foreign corporation and is in good standing (or its equivalent) in each jurisdiction in which the character of the properties owned, leased, or operated by it or the nature of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed, individually or in the aggregate, would not have a Company Material Adverse Effect. The Company's principal executive offices and headquarters are located at 4750 Ridgepoint Drive, Suite 300, San Jose, California 95134. Schedule 3.1 of the Company Disclosure Schedules sets forth a true and complete list of each jurisdiction in which the Company is qualified or licensed to do business as a foreign corporation.
Section 3.2 Corporate Authority; Approval.
(a) The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby (subject to obtaining the Company Stockholder Approval). The execution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action on the part of the Company, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than (i) the Company Stockholder Approval and (ii) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware).
(b) The Company Board, at a meeting duly called and held at which all directors were present (either in person or by telephone), has unanimously (i) determined that this Agreement, the Merger, and the other transactions contemplated by this Agreement are advisable and fair to and in the best interests of the Company and its stockholders, (ii) approved and declared advisable this Agreement, the Merger, and the other transactions contemplated hereby, and (iii) resolved to recommend that the stockholders of the Company adopt this Agreement and approve the Merger (such recommendation constituting the Company Board Recommendation). The Company Board Recommendation has not been subsequently withdrawn, qualified, or modified.
(c) The Company Stockholder Approval is the only vote or consent of the holders of any class or series of the Company's capital stock necessary under the DGCL, the Company's certificate of incorporation, the Company's bylaws, or any Contract to which the Company is a party, to approve and adopt this Agreement and the Merger.
(d) This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution, and delivery by Parent and Merger Sub, constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, and similar laws of general applicability relating to or affecting creditors' rights and (ii) general principles of equity (the "Enforceability Exceptions").
Section 3.3 Governmental Filings; No Violations.
(a) No consent, approval, Order, or authorization of, or registration, declaration, notice, or filing with, any Governmental Authority is required by or with respect to the Company or any of its Subsidiaries in connection with the execution, delivery, and performance of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, (ii) such filings and reports as may be required pursuant to the HSR Act, (iii) such filings and reports as may be required pursuant to the EU Merger Regulation, (iv) such filings and reports as may be required under the Exchange Act, and (v) such other consents, approvals, Orders, authorizations, registrations, declarations, notices, or filings the failure of which to be obtained or made, individually or in the aggregate, would not have a Company Material Adverse Effect.
(b) The execution, delivery, and performance of this Agreement by the Company, and the consummation by the Company of the transactions contemplated hereby, do not and will not (i) conflict with or result in any violation of any provision of the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, (ii) assuming that the consents, approvals, Orders, authorizations, registrations, declarations, notices, and filings referred to in Section 3.3(a) are duly obtained or made, conflict with or result in any violation of any Law applicable to the Company or any of its Subsidiaries or by which any of their respective properties or assets are bound, or (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to a right of termination, cancellation, or acceleration of any obligation or loss of any benefit) under, or result in the creation of any Lien (other than Permitted Liens) upon any of the properties or assets of the Company or any of its Subsidiaries under, any Contract to which the Company or any of its Subsidiaries is a party or by which any of their respective properties or assets are bound, except in the case of clauses (ii) and (iii) for any such conflicts, violations, breaches, defaults, terminations, cancellations, accelerations, losses, or Liens that, individually or in the aggregate, would not have a Company Material Adverse Effect.
Section 3.4 Capitalization.
(a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share (of which no shares are issued and outstanding). As of the date of this Agreement, there are 51,200,000 shares of Company Common Stock issued and outstanding. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, and nonassessable and were issued in compliance with all applicable securities Laws. No shares of Company Common Stock are held in the treasury of the Company. The CUSIP number for the Company Common Stock is 92553P108.
(b) As of the date of this Agreement, there are outstanding Company Options and Company RSUs covering an aggregate of 7,194,160 shares of Company Common Stock. A complete and correct list of all outstanding Company Options and Company RSUs, including the name of the holder, the number of shares subject to such award, the date of grant, the vesting schedule, and the exercise price (in the case of Company Options), is set forth in Schedule 3.4 of the Company Disclosure Schedules. The Fully Diluted Company Shares are 58,394,160 shares.
(c) Except as set forth in Section 3.4(a) and Section 3.4(b) and Schedule 3.4 of the Company Disclosure Schedules, there are no (i) outstanding shares of capital stock or other equity securities of the Company, (ii) outstanding options, warrants, rights, calls, commitments, conversion privileges, or other rights to subscribe for, purchase, or otherwise acquire any shares of capital stock or other equity securities of the Company, (iii) outstanding obligations of the Company to repurchase, redeem, or otherwise acquire any of its shares of capital stock or other equity securities, or (iv) outstanding securities convertible into or exchangeable for shares of capital stock or other equity securit

AGREEMENT AND PLAN OF MERGER

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

HALCYON ACQUISITION SUB, INC.

VECTRIS PHOTONICS, INC.

TABLE OF CONTENTS

AGREEMENT AND PLAN OF MERGER

RECITALS

ARTICLE I

DEFINITIONS

ARTICLE II

THE MERGER

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Record

Parties

Dates

Amounts