1032-00006 · Halcyon Semiconductor Inc · Engagement & Administration

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CALDERWOOD & HARKNESS LLP Attorneys at Law

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

Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com

March 10, 2025

VIA EMAIL AND INTERNATIONAL COURIER

Dr. Annika Breitner Managing Director Meridian Economics GmbH Leopoldstraße 145 80804 Munich, Germany

Re: Subcontracted Benchmarking and Economic Analysis Engagement — Halcyon Semiconductor AG / Halcyon Semiconductor Inc. Transfer Pricing Documentation and Bilateral Advance Pricing Agreement Project

C&H Matter Number: 1032-00006 C&H Billing Code: HSAG-TP-2025

Dear Dr. Breitner:

1. Purpose and Background

Calderwood & Harkness LLP ("C&H" or the "Firm") has been retained by Halcyon Semiconductor AG ("HSAG"), an Aktiengesellschaft organized under the laws of the Federal Republic of Germany with its registered office at Halcyon-Allee 12, 01099 Dresden, Saxony, Germany, and its wholly owned United States subsidiary, Halcyon Semiconductor Inc. ("HSI"), a corporation organized under the laws of the State of Delaware with its principal place of business at 8700 Parmer Lane, Building 4, Austin, Texas 78729 (HSAG and HSI, collectively, the "Client"), to provide tax advisory and legal services in connection with the following matters:

(a) the preparation of contemporaneous transfer pricing documentation, including a Master File prepared in accordance with the OECD's three-tiered approach and United States Local Files for fiscal years ending December 31, 2022, December 31, 2023, and December 31, 2024; and

(b) the preparation, filing, and prosecution of a bilateral Advance Pricing Agreement ("APA") between the Internal Revenue Service ("IRS"), through its Advance Pricing and Mutual Agreement Program ("APMA"), and the German Bundeszentralamt für Steuern ("BZSt"), pursuant to Article 25 (Mutual Agreement Procedure) of the Convention Between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes (signed June 29, 2006, as amended by Protocol) (the "US-Germany Income Tax Treaty"), and in accordance with Revenue Procedure 2015-41, 2015-35 I.R.B. 263.

The APA is intended to cover the transfer pricing methodology applicable to the principal intercompany transactions occurring within HSAG's US-Germany semiconductor supply chain. The aggregate annual value of intercompany transactions between HSAG and HSI was approximately €1.28 billion for the fiscal year ended December 31, 2024, making this engagement one of considerable scope and financial significance.

C&H wishes to engage Meridian Economics GmbH ("Meridian"), a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany with its registered office at Leopoldstraße 145, 80804 Munich, Germany, to provide the benchmarking studies and economic analyses that will support both the contemporaneous transfer pricing documentation and the APA application, as more fully described in Section 2 of this letter. Meridian's engagement is as a subcontractor to C&H; Meridian will have no direct engagement with the Client except as facilitated and directed by C&H.

This letter (the "Engagement Letter" or "Letter") sets forth the complete terms and conditions under which Meridian will perform such services. Upon execution by both parties, this Letter shall constitute a binding agreement between C&H and Meridian governing Meridian's participation in the engagement described herein.

2. Scope of Engagement

2.1 Overview of Covered Transactions

Meridian's economic analyses will address three categories of controlled transactions between HSAG and HSI that require transfer pricing documentation and that are central to the bilateral APA application. Each category, together with a summary description, is set forth below.

2.1.1 Tangible Goods (Wafer/Die Sales)

HSAG manufactures semiconductor wafers and singulated die at its fabrication facilities located in Dresden, Germany (Fab 1 and Fab 2, Industriepark Klotzsche, Zur Wetterwarte 50, 01109 Dresden) and Chemnitz, Germany (Fab 3, Technologiepark Chemnitz, Annaberger Straße 240, 09125 Chemnitz). These wafers and die are sold to HSI under a Master Intercompany Supply Agreement between HSAG (as seller) and HSI (as buyer), which became effective on January 1, 2019, and was subsequently amended on July 1, 2022, to reflect, among other things, updated pricing terms and expanded product scope following the commissioning of Fab 3. For the fiscal year ended December 31, 2024, the aggregate value of intercompany goods transferred from HSAG to HSI under the Master Intercompany Supply Agreement was approximately €987.6 million (approximately $1.076 billion, based on the average 2024 EUR/USD exchange rate of 1.0896 as published by the European Central Bank). HSI resells these products, in finished and semi-finished form, to third-party original equipment manufacturers, fabless design companies, and automotive and industrial customers in North America.

2.1.2 Royalties (IP License)

HSI pays HSAG a running royalty under an intellectual Property License Agreement (effective January 1, 2019) for the right to use HSAG's proprietary semiconductor process technology, standard cell and analog/mixed-signal design libraries, and related intangible property in connection with HSI's North American sales, marketing, and limited product development activities. For the fiscal year ended December 31, 2024, royalty payments from HSI to HSAG totaled €68.4 million, representing a 6.0% running royalty rate applied to HSI's IP-attributable revenues.

2.1.3 Cost-Sharing Contributions (R&D CSA)

HSAG and HSI are parties to a Qualified Cost Sharing Arrangement (the "CSA"), effective July 15, 2018, for the joint development of next-generation 2nm and sub-2nm semiconductor process technology. Under the CSA, HSI's cost-sharing percentage is 22.5%, reflecting its anticipated benefit share derived from the North American exploitation rights associated with the developed intangible property. For the fiscal year ended December 31, 2024, total qualified research and development costs subject to the CSA were approximately €998.2 million, of which HSI's allocated share was approximately €224.6 million. A Platform Contribution Transaction ("PCT") buy-in payment of $312.5 million was made by HSI to HSAG on July 15, 2018, at the inception of the CSA, as more fully described in Section 2.2.3 below.

2.2 Deliverables. Meridian shall prepare and deliver the following work product in connection with this engagement. Each deliverable is described in detail below, including the methodology, standards, and format requirements applicable to each.

2.2.1 Deliverable 1: CPM/TNMM Benchmarking Study — Tangible Goods. Meridian shall prepare a comprehensive benchmarking study applying the Comparable Profits Method ("CPM") under U.S. Treasury Regulations and the Transactional Net Margin Method ("TNMM") under the OECD Transfer Pricing Guidelines to the intercompany tangible goods transactions described in Section 2.1.1 above. The study shall include, at a minimum, the following components:

(a) Tested Party Selection and Justification. Meridian shall select and justify HSI as the tested party on the basis that HSI is the least complex entity in the controlled transaction and functions as a limited-risk distributor of HSAG-manufactured semiconductor products in the North American market. The selection rationale shall include a discussion of HSI's functional profile, asset base, and risk allocation under the Master Intercompany Supply Agreement.

(b) Best Method Analysis. Meridian shall provide a detailed best method analysis confirming the TNMM/CPM as the most reliable transfer pricing method under Internal Revenue Code ("IRC") § 482, Treasury Regulations §§ 1.482-1 through 1.482-5, and Chapter II of the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations (2022 edition) (the "OECD Guidelines"). The analysis shall address the relative reliability of the TNMM/CPM compared to the comparable uncontrolled price ("CUP") method, the resale price method, and the cost plus method, taking into account the availability and quality of comparable data.

(c) Comparable Company Identification and Screening. Meridian shall identify and screen comparable North American semiconductor distributors using recognized commercial databases (e.g., Fenmore Services Inc., Bureau van Dijk Orbis). The screening process shall apply quantitative and qualitative criteria, including but not limited to industry classification (SIC/NAICS codes), functional comparability, product comparability, geographic market, revenue thresholds, data availability, and the absence of related-party transactions that would compromise comparability. Based on preliminary screening conducted by Meridian prior to the date of this Letter, the anticipated comparable set is expected to include approximately seventeen (17) companies, subject to refinement during the engagement.

(d) Financial Data Period. The benchmarking analysis shall use financial data for the five fiscal years 2020 through 2024, applying a five-year weighted average to smooth cyclical fluctuations inherent in the semiconductor industry.

(e) Profit Level Indicator. The primary profit level indicator ("PLI") shall be the operating margin (operating income divided by net revenue). Meridian shall compute the interquartile range ("IQR") and the median of operating margins across the comparable set.

(f) Comparability Adjustments. Meridian shall apply comparability adjustments where appropriate and quantifiable, including working capital adjustments (adjusting for differences in accounts receivable, inventory, and accounts payable relative to revenue or cost of goods sold), accounting standard adjustments (to reconcile differences between U.S. GAAP and IFRS where applicable), and any other adjustments that improve the reliability of the comparison.

(g) Written Report. Meridian shall prepare a written report setting forth the methodology, comparable selection process, financial analysis, and conclusions. The report shall be prepared in a format and to a standard suitable for inclusion as a component of the U.S. Local Files for HSI and as an appendix to the bilateral APA application.

2.2.2 Deliverable 2: CUT Benchmarking Study — Royalty. Meridian shall prepare a benchmarking study applying the Comparable Uncontrolled Transaction ("CUT") method to the intercompany royalty transactions described in Section 2.1.2 above. The study shall include, at a minimum, the following components:

(a) Comparable License Agreement Identification and Screening. Meridian shall identify and screen comparable uncontrolled license agreements involving semiconductor intellectual property, including but not limited to licenses of process technology, design libraries, electronic design automation tools, and related intangibles. Meridian shall utilize its subscription to the Clearpoint Royalty Database as a primary source of comparable license agreement data, supplemented by analysis of publicly available filings with the U.S. Securities and Exchange Commission ("SEC"), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and proxy statements. Based on preliminary screening, the anticipated comparable set is expected to include approximately eight (8) comparable uncontrolled license agreements, subject to refinement during the engagement.

(b) Best Method Analysis. Meridian shall provide a detailed best method analysis confirming the CUT method as the most reliable transfer pricing method for the royalty transaction under Treasury Regulations § 1.482-4 and Chapter VI of the OECD Guidelines. The analysis shall address the relative reliability of the CUT method compared to alternative methods, including the comparable profits method, the profit split method, and the income method.

(c) Computation of IQR and Median. Meridian shall compute the interquartile range and the median of royalty rates observed in the comparable uncontrolled license agreements.

(d) Corroboration via Residual Profit Split Analysis. To enhance the reliability of the CUT analysis and provide an alternative perspective on the arm's length royalty rate, Meridian shall prepare a corroborative residual profit split analysis. This analysis shall allocate routine returns to HSAG and HSI based on their respective functions, assets, and risks, and shall divide the residual profit based on the relative contributions of each party's valuable intangible property.

(e) Written Report. Meridian shall prepare a written report setting forth the methodology, comparable selection process, financial analysis, and conclusions. The report shall be prepared in a format and to a standard suitable for inclusion as a component of the U.S. Local Files for HSI and as an appendix to the bilateral APA application.

2.2.3 Deliverable 3: CSA Anticipated Benefit Share Analysis. Meridian shall prepare a comprehensive analysis of the 22.5% anticipated benefit share allocated to HSI under the Qualified Cost Sharing Arrangement described in Section 2.1.3 above. The analysis shall include, at a minimum, the following components:

(a) Income Method Application. Meridian shall apply the income method as prescribed by Treasury Regulations § 1.482-7 to evaluate whether HSI's anticipated benefit share of 22.5% is consistent with the arm's length standard.

(b) Review of PCT Buy-In Payment. Meridian shall review and incorporate the historical Platform Contribution Transaction buy-in payment of $312.5 million made by HSI to HSAG on July 15, 2018, at the inception of the CSA. The PCT was originally valued by Stonebridge Valuation Partners LLC (Marcus Reinhardt, Managing Director) using the income method with a discount rate of 11.8% (weighted average cost of capital) and a fifteen-year projection period extending through the fiscal year ended December 31, 2032. Meridian shall evaluate the continued reasonableness of the assumptions underlying the original PCT valuation in light of actual financial results for fiscal years 2018 through 2024 and updated market conditions.

(c) Periodic Adjustment Evaluation. Meridian shall evaluate whether periodic adjustments to the PCT buy-in payment or the cost-sharing percentages are required under Treasury Regulations § 1.482-7(i) for the historic period (fiscal years 2022–2024) and the prospective APA period (fiscal years 2025–2029). This evaluation shall include an analysis of whether the "VERITAS" trigger provisions of the regulations have been met and, if so, a quantification of any required adjustments.

(d) Written Report. Meridian shall prepare a written report setting forth the methodology, financial modeling, assumptions, and conclusions. The report shall be prepared in a format and to a standard suitable for inclusion as a CSA Documentation Addendum to the U.S. Local Files and as an appendix to the bilateral APA application.

2.2.4 Deliverable 4: Supplemental Sensitivity Analyses. Meridian shall prepare supplemental sensitivity analyses to support C&H's APA negotiation strategy with the IRS APMA program and the BZSt. These analyses shall include, at a minimum, the following:

(a) Alternative profit level indicator testing for the tangible goods transaction, including the Berry ratio (gross profit divided by operating expenses) and the gross margin (gross profit divided by net revenue), with computation of the corresponding IQRs and medians.

(b) Alternative comparable company screening criteria, including variations in industry classification breadth, geographic scope (expanding to include, for example, EMEA-based semiconductor distributors), revenue size thresholds, and functional profile requirements, and an analysis of the sensitivity of the arm's length range to each variation.

(c) Comparison of multi-year weighted average results to single fiscal year results for each year in the 2020–2024 period, with an assessment of the impact of semiconductor industry cyclicality on the reliability of the benchmarking results.

(d) An impact analysis quantifying the effect of each comparability adjustment (working capital, accounting, and other) on the IQR boundaries and median of the comparable set for the tangible goods transaction.

(e) A written memorandum summarizing the foregoing analyses and their implications for the proposed arm's length ranges in the APA application. This memorandum is intended for internal use by C&H and the Client in connection with APA negotiation strategy and is not intended for submission to the IRS or BZSt unless C&H directs otherwise.

2.2.5 Deliverable 5: Support for Functional Analysis. Meridian shall participate in and provide economist input for the functional analysis component of the transfer pricing documentation and APA application. Specifically, Meridian shall:

(a) Participate in functional analysis interviews of key HSAG and HSI personnel, as coordinated and scheduled by C&H. The anticipated interviewees include:

(i) Priya Raghavan, Vice President of Tax, HSI; (ii) Thomas Kuroda, Vice President of Supply Chain Operations, HSI; (iii) Victor Almeida, President and General Manager, HSI; (iv) Dr. Hendrik Möller, Chief Technology Officer, HSAG; and (v) Dr. Erwin Fassbinder, Senior Vice President of Group Tax, HSAG.

(b) Provide economist input for the preparation of Functional Analysis Memoranda for each of HSI and HSAG, including assistance in characterizing the functions performed, assets employed, and risks assumed by each entity in connection with the covered intercompany transactions, and in mapping such characterizations to the comparable company and comparable transaction analyses prepared under Deliverables 1 through 3.

2.3 Work Product Standards

All deliverables prepared by Meridian under this engagement shall conform to the following standards:

(a) All deliverables shall be prepared to a standard of quality and completeness sufficient for formal submission to the IRS APMA program in connection with the U.S. APA application and to the BZSt in connection with the parallel German APA application.

(b) All deliverables shall comply with the requirements of IRC § 482 and the regulations promulgated thereunder, including, without limitation, Treasury Regulations §§ 1.482-1 through 1.482-9 and Treasury Regulations § 1.6662-6 (setting forth the documentation standards for penalty protection under IRC § 6662(e) and (h)). All deliverables shall also comply with the requirements of German domestic law applicable to transfer pricing documentation, including § 1 of the Außensteuergesetz ("AStG"), §§ 90(3) and 162(3)–(4) of the Abgabenordnung ("AO"), and the Gewinnabgrenzungsaufzeichnungs-Verordnung ("GAufzV"), as well as the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations (2022 edition).

(c) All deliverables shall be delivered to C&H in draft form for review and comment prior to finalization. Meridian shall incorporate C&H's comments and revisions and shall not finalize or distribute any deliverable without C&H's written approval. For the avoidance of doubt, C&H retains editorial control over all work product prepared by Meridian under this engagement, consistent with C&H's role as legal counsel to the Client.

3. Staffing

Meridian shall assign the following key personnel to the engagement:

(a) Dr. Annika Breitner, Managing Director. Dr. Breitner shall serve as the lead economist for the engagement and shall have overall responsibility for the quality, accuracy, and timely delivery of all deliverables described in Section 2.2. Dr. Breitner shall serve as Meridian's primary signatory on all reports and shall be available for discussions with C&H and, as directed by C&H, participation in meetings with the Client, the IRS APMA, and/or the BZSt.

(b) Maximilian Voss, Senior Analyst. Mr. Voss shall be responsible for benchmarking analysis, comparable company and comparable transaction data collection, database screening, financial data compilation, and the preparation of draft analyses under the direction of Dr. Breitner.

Meridian shall not substitute or reassign any key personnel identified above without the prior written consent of C&H. In the event that Dr. Breitner or Mr. Voss becomes unavailable due to unforeseen circumstances (including illness, departure from Meridian, or other causes), Meridian shall promptly notify C&H and propose a qualified replacement for C&H's approval.

Meridian may engage additional analyst or support resources as reasonably needed to meet the deadlines and deliverable requirements of this engagement, provided that all such individuals are subject to the confidentiality and privilege obligations set forth in Sections 6 and 7 of this Letter and that Meridian shall remain responsible for the quality and timeliness of all work product irrespective of the personnel assigned.

4. Fees and Payment Terms

4.1 Fixed Fee

In consideration for all services to be rendered and all deliverables to be provided under this engagement, C&H shall pay Meridian a fixed fee of €485,000 (four hundred eighty-five thousand euros) (the "Fixed Fee").

The Fixed Fee is inclusive of all professional fees, internal costs, overhead, database access and subscription fees (including, without limitation, the Clearpoint Royalty Database subscription), software licensing costs, ordinary telecommunications expenses, printing and reproduction costs, and ordinary disbursements. No additional charges shall be invoiced for such items.

Extraordinary out-of-pocket expenses that are not encompassed by the Fixed Fee shall include, by way of example, travel to the United States for participation in IRS APMA meetings, conference attendance at C&H's request, or other extraordinary travel requested by C&H. Such expenses shall be reimbursed by C&H at actual cost, without markup, and only upon prior written approval from C&H. Meridian shall submit documentation of all such expenses with its invoices. For the avoidance of doubt, routine travel within Germany (including travel between Munich and Dresden or Chemnitz for functional analysis interviews) is included within the Fixed Fee and shall not give rise to any reimbursement obligation.

4.2 Payment Schedule

The Fixed Fee shall be payable in three installments as follows:

All invoices submitted by Meridian shall be denominated in euros and shall be payable within thirty (30) calendar days of C&H's receipt of a complete and accurate invoice. Invoices shall be submitted to C&H's accounts payable department at the address set forth in the letterhead above, with an electronic copy to Leila Nazari at lnazari@calderwoodharkness.com, referencing C&H Matter Number 1032-00006 and Billing Code HSAG-TP-2025.

4.3 Relationship to Client Engagement

Meridian acknowledges and agrees that its engagement under this Letter is as a subcontractor to C&H and not as a direct service provider to the Client. The ultimate client, HSAG and HSI, is not directly liable to Meridian for fees, expenses, or any other amounts under this Letter. C&H shall be solely responsible for the payment of all amounts owed to Meridian hereunder.

For context and transparency, C&H notes that its overall engagement fee structure with the Client consists of two phases: Phase 1 (contemporaneous transfer pricing documentation and APA application preparation) at a fixed fee of $1,850,000, and Phase 2 (APA prosecution and negotiation support) at a fixed fee of $975,000, for a combined total of $2,825,000. Meridian's Fixed Fee of €485,000 is a component of C&H's Phase 1 budget. This information is provided solely for Meridian's reference and does not create any rights or obligations on the part of Meridian with respect to the Client or any alteration of the Fixed Fee.

5. Timeline and Milestones

Meridian shall use commercially reasonable efforts to achieve the following milestones in accordance with the target dates specified below:

Meridian acknowledges and understands the critical path nature of the engagement timeline. In particular, the June 20, 2025 deadline for final Deliverables 1, 2, and 3 is driven by C&H's target date of July 7, 2025 for the formal filing of the U.S. APA application with the IRS APMA. Similarly, the August 15, 2025 target date for the submission of the parallel German APA application to the BZSt, which is being coordinated by Kettner Pflüger Rechtsanwälte (Dr. Tobias Kettner, partner, and Friederike Lang, associate) as German tax counsel to HSAG, depends upon the timely completion of Meridian's work product. The September 15, 2025 deadline for updated final documentation versions supports the Client's obligation to maintain contemporaneous transfer pricing documentation by September 30, 2025.

Meridian shall promptly notify C&H if, at any time, Meridian believes that it may not be able to meet any milestone date set forth above, together with a description of the cause of the delay and a proposed revised timeline. C&H and Meridian shall work cooperatively and in good faith to resolve any scheduling issues; provided, however, that the obligation to use commercially reasonable efforts to meet the stated deadlines shall remain in effect at all times.

6. Confidentiality

6.1 Confidential Information

All information provided to Meridian by C&H, HSAG, HSI, or any of their respective affiliates (including, without limitation, Halcyon Semiconductor Japan K.K. and Halcyon Semiconductor (Shanghai) Co., Ltd.) in connection with this engagement, whether provided in writing, electronically, orally, or by any other means, shall be deemed confidential information (collectively, "Confidential Information").

Confidential Information includes, without limitation, the following:

(a) all financial data, including but not limited to HSAG consolidated revenue (€8.74 billion for FY 2024), HSI revenue ($4.12 billion for FY 2024), all intercompany transaction amounts, pricing terms, cost structures, profit margins, royalty rates, cost-sharing allocations, and any other financial or accounting information relating to HSAG, HSI, or any of their affiliates;

(b) all business strategies, plans, forecasts, budgets, and projections of HSAG, HSI, or any of their affiliates;

(c) all technical information regarding semiconductor process technologies, including but not limited to 7nm, 5nm, 3nm, and next-generation 2nm and sub-2nm process technologies, design libraries, manufacturing processes, yields, equipment specifications, and research and development plans and results;

(d) the identities of customers, suppliers, and business partners of HSAG, HSI, and their affiliates, and the terms of any agreements with such parties;

(e) all tax positions, tax return information, and tax planning strategies of HSAG, HSI, and their affiliates;

(f) the fact of the APA application itself, the substance and content of the APA application, and all related work product, correspondence, and communications with the IRS APMA, the BZSt, or any other governmental authority;

(g) all work product prepared by C&H, Meridian, Kettner Pflüger Rechtsanwälte, or any other advisor in connection with this engagement; and

(h) any other information identified by C&H as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure.

6.2 Permitted Disclosures

Meridian shall hold all Confidential Information in strict confidence and shall not disclose, publish, or otherwise disseminate any Confidential Information to any person or entity, except as follows:

(a) Meridian may disclose Confidential Information to those of its personnel who have been assigned to the engagement in accordance with Section 3 of this Letter and who have a bona fide need to know such information for the purpose of performing the services contemplated herein. Meridian shall ensure that all such personnel are bound by confidentiality obligations at least as restrictive as those contained in this Letter.

(b) Meridian shall not disclose Confidential Information to any third party without the prior written consent of C&H.

(c) Notwithstanding the foregoing, Meridian may disclose Confidential Information to the extent required by applicable law, regulation, or compulsory legal process (including a court order or subpoena), provided that Meridian (i) gives C&H prompt written notice of such requirement prior to making any disclosure (to the extent not prohibited by law), (ii) cooperates with C&H in seeking a protective order or other appropriate remedy, and (iii) discloses only the minimum amount of Confidential Information reasonably necessary to comply with the requirement.

6.3 Return and Destruction of Materials

Upon the completion or termination of this engagement (whichever occurs first), or at any time upon C&H's written request, Meridian shall, at C&H's direction, either (a) return to C&H all documents, files, data, and other materials (in whatever form or medium) containing or constituting Confidential Information, or (b) destroy all such materials and provide C&H with a written certification of destruction signed by Dr. Breitner. Notwithstanding the foregoing, Meridian may retain one archival copy of Confidential Information solely to the extent required by applicable law or professional regulations, provided that such retained copy remains subject to the confidentiality obligations of this Letter.

6.4 Duration. The confidentiality obligations set forth in this Section 6 shall survive the completion or termination of this engagement for a period of five (5) years from the date of such completion or termination, except with respect to trade secrets, which shall be protected for so long as such information constitutes a trade secret under applicable law.

7. Privilege and Work Product Protection

Meridian acknowledges and agrees that its work under this engagement is being performed at the direction of, and under the supervision of, C&H in its capacity as legal counsel to HSAG and HSI. The deliverables and all other work product prepared by Meridian in connection with this engagement constitute materials prepared in anticipation of the APA process and in anticipation of potential IRS examination, audit, or litigation, and are therefore protected by the attorney work product doctrine under Federal Rule of Civil Procedure 26(b)(3) and applicable state law, and, to the extent applicable, by the attorney-client privilege.

To preserve and protect these privileges:

(a) Meridian shall not disclose any deliverables, draft work product, underlying analyses, notes, memoranda, or communications relating to this engagement to any person other than C&H personnel designated by C&H, without C&H's prior written authorization.

(b) All draft and final deliverables prepared by Meridian shall bear the following legend on each page: "PRIVILEGED AND CONFIDENTIAL — PREPARED AT THE DIRECTION OF COUNSEL."

(c) All email and other electronic communications between Meridian and C&H relating to the substance of this engagement shall include the following legend in the subject line or header: "PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT."

(d) Meridian shall take reasonable measures to maintain the confidentiality and privilege protection of all work product, including maintaining such materials in secure, access-controlled systems and limiting access to authorized personnel only.

(e) Nothing in this Letter shall be construed as a waiver by C&H, HSAG, or HSI of any applicable privilege or protection. Meridian shall not take any action that could be construed as a waiver of privilege without C&H's prior written consent.

8. Independence and Conflicts

Meridian represents and warrants that, as of the date of this Letter, it has no conflict of interest with respect to HSAG, HSI, or any of their affiliates, or with respect to any other party identified in connection with this engagement, including, without limitation:

(a) Kettner Pflüger Rechtsanwälte (Dr. Tobias Kettner, partner; Friederike Lang, associate), German tax counsel to HSAG;

(b) Gresham Whitfield LLP, the independent auditor of HSAG and HSI (audit engagement partners: Simon Cardwell and Janet Okonkwo);

(d) Stonebridge Valuation Partners LLC (Marcus Reinhardt, Managing Director), which prepared the original PCT valuation at the inception of the CSA.

Meridian further represents that neither Dr. Breitner nor Mr. Voss, nor any other person who may be assigned to this engagement, has any financial interest in, or personal or professional relationship with, any of the parties identified above that could reasonably be expected to impair Meridian's objectivity or independence in performing the services contemplated herein.

Meridian shall promptly notify C&H in writing if, at any time during the course of the engagement, Meridian becomes aware of any actual or potential conflict of interest. Upon receipt of such notice, C&H and Meridian shall consult in good faith regarding whether the conflict can be resolved or waived and, if not, the appropriate steps to be taken, which may include the termination of this engagement.

9. Coordination with Other Advisors

Meridian shall coordinate its work with the following parties, as directed by C&H:

(a) C&H Engagement Team. Meridian shall coordinate with C&H's engagement team, which consists of the following personnel:

(i) Leonard Cross, Partner, Tax — responsible partner for the engagement; (ii) Sylvia Hartwell, Partner, Tax — billing partner; (iii) Leila Nazari, Senior Associate, Tax — primary day-to-day contact for all engagement matters; and (iv) Robert Jansen, Associate, Tax — supporting associate.

(b) German Tax Counsel. Meridian shall coordinate with Kettner Pflüger Rechtsanwälte (Dr. Tobias Kettner, partner, and Friederike Lang, associate) to ensure alignment between Meridian's economic analyses and the German transfer pricing documentation requirements under § 1 AStG and the GAufzV, and to support the preparation of the German APA application to the BZSt. Any such coordination shall be undertaken only as directed by C&H. Meridian shall not communicate directly with Kettner Pflüger Rechtsanwälte without C&H's prior approval.

Meridian's primary point of contact at C&H for all matters relating to this engagement shall be Leila Nazari, Senior Associate (email: lnazari@calderwoodharkness.com; direct telephone: (212) 506-7218). All substantive deliverables, correspondence, and communications shall be directed to Ms. Nazari unless C&H designates otherwise in writing.

10. Representations and Warranties

Meridian represents and warrants to C&H as follows:

(a) Professional Qualifications. Meridian has the professional qualifications, technical expertise, and organizational resources necessary to perform the services described in this Letter to the standard of quality and within the timeframes contemplated herein.

(b) Personnel Experience. Dr. Annika Breitner and Maximilian Voss possess substantial experience in the preparation of transfer pricing economic analyses, benchmarking studies, and related advisory services for companies in the semiconductor and broader technology sectors. Dr. Breitner has served as a testifying and consulting expert in transfer pricing matters before tax authorities in multiple jurisdictions.

(c) Database Access. Meridian holds a current and valid subscription to the Clearpoint Royalty Database, and such subscription provides access sufficient to support the comparable license agreement search required for Deliverable 2.

(d) Methodological Standards. All work performed by Meridian under this engagement will be conducted in accordance with generally accepted economic and statistical methodologies applicable to transfer pricing analyses, including the standards set forth in the OECD Guidelines, the U.S. Treasury Regulations, and relevant professional guidance.

(e) Authority. Meridian has full corporate power and authority to enter into this Letter and to perform the services contemplated herein, and the execution and delivery of this Letter has been duly authorized by all necessary corporate action on the part of Meridian.

11. Limitation of Liability

Meridian's aggregate liability to C&H under or in connection with this engagement, whether arising in contract, tort (including negligence), or otherwise, shall not exceed the total Fixed Fee of €485,000. This limitation of liability shall apply to all claims, losses, damages, costs, and expenses of any nature whatsoever, including but not limited to direct damages, indirect damages, consequential damages, and lost profits.

Notwithstanding the foregoing, the limitation of liability set forth in this Section 11 shall not apply to, and shall not limit Meridian's liability for, any of the following:

(a) claims arising from Meridian's gross negligence or willful misconduct;

(b) claims arising from Meridian's breach of the confidentiality obligations set forth in Section 6 of this Letter; or

(c) claims arising from Meridian's breach of the privilege and work product protection obligations set forth in Section 7 of this Letter.

12. Term and Termination

This engagement shall commence upon the execution of this Letter by both parties and shall continue until all deliverables described in Section 2.2 have been delivered to and accepted by C&H in their final form, unless earlier terminated in accordance with this Section 12.

Either party may terminate this engagement for any reason or for no reason upon thirty (30) days' prior written notice to the other party. In addition, C&H may terminate this engagement immediately upon written notice to Meridian in the event of a material breach by Meridian of any provision of this Letter, including but not limited to the confidentiality, privilege, and conflict of interest provisions.

In the event of termination of this engagement for any reason:

(a) Meridian shall be entitled to compensation for work performed through the effective date of termination on a pro-rata basis, calculated by reference to the proportion of the total scope of work that has been completed as of such date, as reasonably determined by the parties.

(b) Meridian shall promptly deliver to C&H all work product (including all drafts, notes, working papers, data compilations, electronic files, and underlying data) prepared or accumulated in connection with this engagement through the date of termination.

(c) The provisions of Section 6 (Confidentiality), Section 7 (Privilege and Work Product Protection), Section 11 (Limitation of Liability), and Section 13 (Governing Law and Dispute Resolution) shall survive the termination of this engagement and shall continue in full force and effect in accordance with their terms.

13. Governing Law and Dispute Resolution

This Engagement Letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to the conflict of laws principles thereof.

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the breach, termination, or validity thereof that the parties are unable to resolve through good-faith negotiation shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its International Centre for Dispute Resolution Rules then in effect. The arbitration shall be conducted in New York, New York, before a single arbitrator mutually agreed upon by the parties or, failing such agreement within thirty (30) days of the commencement of the arbitration, appointed by the American Arbitration Association. The language of the arbitration shall be English. The arbitrator's award shall be final and binding and may be enforced in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines otherwise.

14. Miscellaneous

14.1 Entire Agreement. This Letter, together with its exhibits, constitutes the entire agreement between C&H and Meridian with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether written or oral, relating thereto.

14.2 Amendments. This Letter may not be amended, modified, or supplemented except by a written instrument signed by both parties.

14.3 Assignment. Neither party may assign or transfer its rights or obligations under this Letter without the prior written consent of the other party, and any purported assignment without such consent shall be void.

14.4 Notices. All notices, requests, consents, and other communications under this Letter shall be in writing and shall be deemed duly given when (a) delivered personally, (b) sent by internationally recognized courier service (with written confirmation of delivery), or (c) transmitted by email (with confirmation of receipt), in each case addressed to the respective party at the address set forth in the letterhead and addressee blocks of this Letter, or at such other address as either party may designate by written notice to the other.

14.5 Counterparts. This Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Letter by electronic means (including PDF or DocuSign) shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original signed counterpart.

14.6 Severability. If any provision of this Letter is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

14.7 No Third-Party Beneficiaries. This Letter is entered into solely for the benefit of C&H and Meridian and their respective successors and permitted assigns. Nothing in this Letter shall be construed to create any rights in favor of any third party, including, without limitation, HSAG, HSI, or any of their affiliates.

14.8 Waiver. The failure of either party to enforce any provision of this Letter shall not be construed as a waiver of such provision or the right to enforce it at a later time.

We are pleased to have the opportunity to work with Meridian Economics on this important engagement. If the foregoing terms are acceptable, please indicate Meridian's agreement by countersigning this Letter in the space provided below and returning one fully executed copy to the undersigned.

We look forward to a productive collaboration.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Leonard Cross

Title: Partner, Tax

Date: ________

ACCEPTED AND AGREED:

MERIDIAN ECONOMICS GmbH

By: ________

Name: Dr. Annika Breitner

Title: Managing Director (Geschäftsführerin)

Date: ________

Enclosures:

Exhibit A: Detailed Data Request List (to follow within 5 business days of execution)

Exhibit B: Form of Deliverable Report Template

cc: Sylvia Hartwell, Partner, Calderwood & Harkness LLP Leila Nazari, Senior Associate, Calderwood & Harkness LLP Robert Jansen, Associate, Calderwood & Harkness LLP Maximilian Voss, Senior Analyst, Meridian Economics GmbH

Installment	Amount (€)	Trigger
First Installment	145,500 (30% of Fixed Fee)	Upon execution of this Letter by both parties
Second Installment	194,000 (40% of Fixed Fee)	Upon delivery to C&H of draft versions of Deliverables 1, 2, and 3
Third Installment	145,500 (30% of Fixed Fee)	Upon delivery to C&H of final, C&H-approved versions of all Deliverables (1 through 5)
Milestone	Target Date	Deliverable Reference
Kick-off call with C&H engagement team and issuance of initial data request to Client	Within 5 business days of execution of this Letter	N/A (administrative)
Participation in functional analysis interviews of HSAG and HSI personnel	March – April 2025	Deliverable 5
Delivery of draft CPM/TNMM Benchmarking Study (tangible goods)	May 15, 2025	Deliverable 1 (draft)
Delivery of draft CUT Benchmarking Study (royalty)	May 15, 2025	Deliverable 2 (draft)
Delivery of draft CSA Anticipated Benefit Share Analysis	May 30, 2025	Deliverable 3 (draft)
Delivery of final Deliverables 1, 2, and 3 (for APA application)	June 20, 2025	Deliverables 1, 2, 3 (final)
Delivery of Supplemental Sensitivity Analyses	August 1, 2025	Deliverable 4
Delivery of final, updated documentation versions (for Local Files)	September 15, 2025	Updated final versions of Deliverables 1, 2, 3

CALDERWOOD & HARKNESS LLP Attorneys at Law
599 Lexington Avenue, 38th Floor New York, New York 10022
Telephone: (212) 506-7000 Facsimile: (212) 506-7001 www.calderwoodharkness.com
March 10, 2025
VIA EMAIL AND INTERNATIONAL COURIER
Dr. Annika Breitner Managing Director Meridian Economics GmbH Leopoldstraße 145 80804 Munich, Germany
Re: Subcontracted Benchmarking and Economic Analysis Engagement — Halcyon Semiconductor AG / Halcyon Semiconductor Inc. Transfer Pricing Documentation and Bilateral Advance Pricing Agreement Project
C&H Matter Number: 1032-00006 C&H Billing Code: HSAG-TP-2025
Dear Dr. Breitner:
1. Purpose and Background
Calderwood & Harkness LLP ("C&H" or the "Firm") has been retained by Halcyon Semiconductor AG ("HSAG"), an Aktiengesellschaft organized under the laws of the Federal Republic of Germany with its registered office at Halcyon-Allee 12, 01099 Dresden, Saxony, Germany, and its wholly owned United States subsidiary, Halcyon Semiconductor Inc. ("HSI"), a corporation organized under the laws of the State of Delaware with its principal place of business at 8700 Parmer Lane, Building 4, Austin, Texas 78729 (HSAG and HSI, collectively, the "Client"), to provide tax advisory and legal services in connection with the following matters:
(a) the preparation of contemporaneous transfer pricing documentation, including a Master File prepared in accordance with the OECD's three-tiered approach and United States Local Files for fiscal years ending December 31, 2022, December 31, 2023, and December 31, 2024; and
(b) the preparation, filing, and prosecution of a bilateral Advance Pricing Agreement ("APA") between the Internal Revenue Service ("IRS"), through its Advance Pricing and Mutual Agreement Program ("APMA"), and the German Bundeszentralamt für Steuern ("BZSt"), pursuant to Article 25 (Mutual Agreement Procedure) of the Convention Between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes (signed June 29, 2006, as amended by Protocol) (the "US-Germany Income Tax Treaty"), and in accordance with Revenue Procedure 2015-41, 2015-35 I.R.B. 263.
The APA is intended to cover the transfer pricing methodology applicable to the principal intercompany transactions occurring within HSAG's US-Germany semiconductor supply chain. The aggregate annual value of intercompany transactions between HSAG and HSI was approximately €1.28 billion for the fiscal year ended December 31, 2024, making this engagement one of considerable scope and financial significance.
C&H wishes to engage Meridian Economics GmbH ("Meridian"), a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany with its registered office at Leopoldstraße 145, 80804 Munich, Germany, to provide the benchmarking studies and economic analyses that will support both the contemporaneous transfer pricing documentation and the APA application, as more fully described in Section 2 of this letter. Meridian's engagement is as a subcontractor to C&H; Meridian will have no direct engagement with the Client except as facilitated and directed by C&H.
This letter (the "Engagement Letter" or "Letter") sets forth the complete terms and conditions under which Meridian will perform such services. Upon execution by both parties, this Letter shall constitute a binding agreement between C&H and Meridian governing Meridian's participation in the engagement described herein.
2. Scope of Engagement
2.1 Overview of Covered Transactions
Meridian's economic analyses will address three categories of controlled transactions between HSAG and HSI that require transfer pricing documentation and that are central to the bilateral APA application. Each category, together with a summary description, is set forth below.
2.1.1 Tangible Goods (Wafer/Die Sales)
HSAG manufactures semiconductor wafers and singulated die at its fabrication facilities located in Dresden, Germany (Fab 1 and Fab 2, Industriepark Klotzsche, Zur Wetterwarte 50, 01109 Dresden) and Chemnitz, Germany (Fab 3, Technologiepark Chemnitz, Annaberger Straße 240, 09125 Chemnitz). These wafers and die are sold to HSI under a Master Intercompany Supply Agreement between HSAG (as seller) and HSI (as buyer), which became effective on January 1, 2019, and was subsequently amended on July 1, 2022, to reflect, among other things, updated pricing terms and expanded product scope following the commissioning of Fab 3. For the fiscal year ended December 31, 2024, the aggregate value of intercompany goods transferred from HSAG to HSI under the Master Intercompany Supply Agreement was approximately €987.6 million (approximately $1.076 billion, based on the average 2024 EUR/USD exchange rate of 1.0896 as published by the European Central Bank). HSI resells these products, in finished and semi-finished form, to third-party original equipment manufacturers, fabless design companies, and automotive and industrial customers in North America.
2.1.2 Royalties (IP License)
HSI pays HSAG a running royalty under an intellectual Property License Agreement (effective January 1, 2019) for the right to use HSAG's proprietary semiconductor process technology, standard cell and analog/mixed-signal design libraries, and related intangible property in connection with HSI's North American sales, marketing, and limited product development activities. For the fiscal year ended December 31, 2024, royalty payments from HSI to HSAG totaled €68.4 million, representing a 6.0% running royalty rate applied to HSI's IP-attributable revenues.
2.1.3 Cost-Sharing Contributions (R&D CSA)
HSAG and HSI are parties to a Qualified Cost Sharing Arrangement (the "CSA"), effective July 15, 2018, for the joint development of next-generation 2nm and sub-2nm semiconductor process technology. Under the CSA, HSI's cost-sharing percentage is 22.5%, reflecting its anticipated benefit share derived from the North American exploitation rights associated with the developed intangible property. For the fiscal year ended December 31, 2024, total qualified research and development costs subject to the CSA were approximately €998.2 million, of which HSI's allocated share was approximately €224.6 million. A Platform Contribution Transaction ("PCT") buy-in payment of $312.5 million was made by HSI to HSAG on July 15, 2018, at the inception of the CSA, as more fully described in Section 2.2.3 below.
2.2 Deliverables.  Meridian shall prepare and deliver the following work product in connection with this engagement. Each deliverable is described in detail below, including the methodology, standards, and format requirements applicable to each.
2.2.1 Deliverable 1: CPM/TNMM Benchmarking Study — Tangible Goods.  Meridian shall prepare a comprehensive benchmarking study applying the Comparable Profits Method ("CPM") under U.S. Treasury Regulations and the Transactional Net Margin Method ("TNMM") under the OECD Transfer Pricing Guidelines to the intercompany tangible goods transactions described in Section 2.1.1 above. The study shall include, at a minimum, the following components:
(a) Tested Party Selection and Justification. Meridian shall select and justify HSI as the tested party on the basis that HSI is the least complex entity in the controlled transaction and functions as a limited-risk distributor of HSAG-manufactured semiconductor products in the North American market. The selection rationale shall include a discussion of HSI's functional profile, asset base, and risk allocation under the Master Intercompany Supply Agreement.
(b) Best Method Analysis. Meridian shall provide a detailed best method analysis confirming the TNMM/CPM as the most reliable transfer pricing method under Internal Revenue Code ("IRC") § 482, Treasury Regulations §§ 1.482-1 through 1.482-5, and Chapter II of the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations (2022 edition) (the "OECD Guidelines"). The analysis shall address the relative reliability of the TNMM/CPM compared to the comparable uncontrolled price ("CUP") method, the resale price method, and the cost plus method, taking into account the availability and quality of comparable data.
(c) Comparable Company Identification and Screening. Meridian shall identify and screen comparable North American semiconductor distributors using recognized commercial databases (e.g., Fenmore Services Inc., Bureau van Dijk Orbis). The screening process shall apply quantitative and qualitative criteria, including but not limited to industry classification (SIC/NAICS codes), functional comparability, product comparability, geographic market, revenue thresholds, data availability, and the absence of related-party transactions that would compromise comparability. Based on preliminary screening conducted by Meridian prior to the date of this Letter, the anticipated comparable set is expected to include approximately seventeen (17) companies, subject to refinement during the engagement.
(d) Financial Data Period. The benchmarking analysis shall use financial data for the five fiscal years 2020 through 2024, applying a five-year weighted average to smooth cyclical fluctuations inherent in the semiconductor industry.
(e) Profit Level Indicator. The primary profit level indicator ("PLI") shall be the operating margin (operating income divided by net revenue). Meridian shall compute the interquartile range ("IQR") and the median of operating margins across the comparable set.
(f) Comparability Adjustments. Meridian shall apply comparability adjustments where appropriate and quantifiable, including working capital adjustments (adjusting for differences in accounts receivable, inventory, and accounts payable relative to revenue or cost of goods sold), accounting standard adjustments (to reconcile differences between U.S. GAAP and IFRS where applicable), and any other adjustments that improve the reliability of the comparison.
(g) Written Report. Meridian shall prepare a written report setting forth the methodology, comparable selection process, financial analysis, and conclusions. The report shall be prepared in a format and to a standard suitable for inclusion as a component of the U.S. Local Files for HSI and as an appendix to the bilateral APA application.
2.2.2 Deliverable 2: CUT Benchmarking Study — Royalty.  Meridian shall prepare a benchmarking study applying the Comparable Uncontrolled Transaction ("CUT") method to the intercompany royalty transactions described in Section 2.1.2 above. The study shall include, at a minimum, the following components:
(a) Comparable License Agreement Identification and Screening. Meridian shall identify and screen comparable uncontrolled license agreements involving semiconductor intellectual property, including but not limited to licenses of process technology, design libraries, electronic design automation tools, and related intangibles. Meridian shall utilize its subscription to the Clearpoint Royalty Database as a primary source of comparable license agreement data, supplemented by analysis of publicly available filings with the U.S. Securities and Exchange Commission ("SEC"), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and proxy statements. Based on preliminary screening, the anticipated comparable set is expected to include approximately eight (8) comparable uncontrolled license agreements, subject to refinement during the engagement.
(b) Best Method Analysis. Meridian shall provide a detailed best method analysis confirming the CUT method as the most reliable transfer pricing method for the royalty transaction under Treasury Regulations § 1.482-4 and Chapter VI of the OECD Guidelines. The analysis shall address the relative reliability of the CUT method compared to alternative methods, including the comparable profits method, the profit split method, and the income method.
(c) Computation of IQR and Median. Meridian shall compute the interquartile range and the median of royalty rates observed in the comparable uncontrolled license agreements.
(d) Corroboration via Residual Profit Split Analysis. To enhance the reliability of the CUT analysis and provide an alternative perspective on the arm's length royalty rate, Meridian shall prepare a corroborative residual profit split analysis. This analysis shall allocate routine returns to HSAG and HSI based on their respective functions, assets, and risks, and shall divide the residual profit based on the relative contributions of each party's valuable intangible property.
(e) Written Report. Meridian shall prepare a written report setting forth the methodology, comparable selection process, financial analysis, and conclusions. The report shall be prepared in a format and to a standard suitable for inclusion as a component of the U.S. Local Files for HSI and as an appendix to the bilateral APA application.
2.2.3 Deliverable 3: CSA Anticipated Benefit Share Analysis.  Meridian shall prepare a comprehensive analysis of the 22.5% anticipated benefit share allocated to HSI under the Qualified Cost Sharing Arrangement described in Section 2.1.3 above. The analysis shall include, at a minimum, the following components:
(a) Income Method Application. Meridian shall apply the income method as prescribed by Treasury Regulations § 1.482-7 to evaluate whether HSI's anticipated benefit share of 22.5% is consistent with the arm's length standard.
(b) Review of PCT Buy-In Payment. Meridian shall review and incorporate the historical Platform Contribution Transaction buy-in payment of $312.5 million made by HSI to HSAG on July 15, 2018, at the inception of the CSA. The PCT was originally valued by Stonebridge Valuation Partners LLC (Marcus Reinhardt, Managing Director) using the income method with a discount rate of 11.8% (weighted average cost of capital) and a fifteen-year projection period extending through the fiscal year ended December 31, 2032. Meridian shall evaluate the continued reasonableness of the assumptions underlying the original PCT valuation in light of actual financial results for fiscal years 2018 through 2024 and updated market conditions.
(c) Periodic Adjustment Evaluation. Meridian shall evaluate whether periodic adjustments to the PCT buy-in payment or the cost-sharing percentages are required under Treasury Regulations § 1.482-7(i) for the historic period (fiscal years 2022–2024) and the prospective APA period (fiscal years 2025–2029). This evaluation shall include an analysis of whether the "VERITAS" trigger provisions of the regulations have been met and, if so, a quantification of any required adjustments.
(d) Written Report. Meridian shall prepare a written report setting forth the methodology, financial modeling, assumptions, and conclusions. The report shall be prepared in a format and to a standard suitable for inclusion as a CSA Documentation Addendum to the U.S. Local Files and as an appendix to the bilateral APA application.
2.2.4 Deliverable 4: Supplemental Sensitivity Analyses.  Meridian shall prepare supplemental sensitivity analyses to support C&H's APA negotiation strategy with the IRS APMA program and the BZSt. These analyses shall include, at a minimum, the following:
(a) Alternative profit level indicator testing for the tangible goods transaction, including the Berry ratio (gross profit divided by operating expenses) and the gross margin (gross profit divided by net revenue), with computation of the corresponding IQRs and medians.
(b) Alternative comparable company screening criteria, including variations in industry classification breadth, geographic scope (expanding to include, for example, EMEA-based semiconductor distributors), revenue size thresholds, and functional profile requirements, and an analysis of the sensitivity of the arm's length range to each variation.
(c) Comparison of multi-year weighted average results to single fiscal year results for each year in the 2020–2024 period, with an assessment of the impact of semiconductor industry cyclicality on the reliability of the benchmarking results.
(d) An impact analysis quantifying the effect of each comparability adjustment (working capital, accounting, and other) on the IQR boundaries and median of the comparable set for the tangible goods transaction.
(e) A written memorandum summarizing the foregoing analyses and their implications for the proposed arm's length ranges in the APA application. This memorandum is intended for internal use by C&H and the Client in connection with APA negotiation strategy and is not intended for submission to the IRS or BZSt unless C&H directs otherwise.
2.2.5 Deliverable 5: Support for Functional Analysis.  Meridian shall participate in and provide economist input for the functional analysis component of the transfer pricing documentation and APA application. Specifically, Meridian shall:
(a) Participate in functional analysis interviews of key HSAG and HSI personnel, as coordinated and scheduled by C&H. The anticipated interviewees include:
(i) Priya Raghavan, Vice President of Tax, HSI; (ii) Thomas Kuroda, Vice President of Supply Chain Operations, HSI; (iii) Victor Almeida, President and General Manager, HSI; (iv) Dr. Hendrik Möller, Chief Technology Officer, HSAG; and (v) Dr. Erwin Fassbinder, Senior Vice President of Group Tax, HSAG.
(b) Provide economist input for the preparation of Functional Analysis Memoranda for each of HSI and HSAG, including assistance in characterizing the functions performed, assets employed, and risks assumed by each entity in connection with the covered intercompany transactions, and in mapping such characterizations to the comparable company and comparable transaction analyses prepared under Deliverables 1 through 3.
2.3 Work Product Standards
All deliverables prepared by Meridian under this engagement shall conform to the following standards:
(a) All deliverables shall be prepared to a standard of quality and completeness sufficient for formal submission to the IRS APMA program in connection with the U.S. APA application and to the BZSt in connection with the parallel German APA application.
(b) All deliverables shall comply with the requirements of IRC § 482 and the regulations promulgated thereunder, including, without limitation, Treasury Regulations §§ 1.482-1 through 1.482-9 and Treasury Regulations § 1.6662-6 (setting forth the documentation standards for penalty protection under IRC § 6662(e) and (h)). All deliverables shall also comply with the requirements of German domestic law applicable to transfer pricing documentation, including § 1 of the Außensteuergesetz ("AStG"), §§ 90(3) and 162(3)–(4) of the Abgabenordnung ("AO"), and the Gewinnabgrenzungsaufzeichnungs-Verordnung ("GAufzV"), as well as the OECD Transfer Pricing Guidelines for Multinational Enterprises and Tax Administrations (2022 edition).
(c) All deliverables shall be delivered to C&H in draft form for review and comment prior to finalization. Meridian shall incorporate C&H's comments and revisions and shall not finalize or distribute any deliverable without C&H's written approval. For the avoidance of doubt, C&H retains editorial control over all work product prepared by Meridian under this engagement, consistent with C&H's role as legal counsel to the Client.
3. Staffing
Meridian shall assign the following key personnel to the engagement:
(a) Dr. Annika Breitner, Managing Director. Dr. Breitner shall serve as the lead economist for the engagement and shall have overall responsibility for the quality, accuracy, and timely delivery of all deliverables described in Section 2.2. Dr. Breitner shall serve as Meridian's primary signatory on all reports and shall be available for discussions with C&H and, as directed by C&H, participation in meetings with the Client, the IRS APMA, and/or the BZSt.
(b) Maximilian Voss, Senior Analyst. Mr. Voss shall be responsible for benchmarking analysis, comparable company and comparable transaction data collection, database screening, financial data compilation, and the preparation of draft analyses under the direction of Dr. Breitner.
Meridian shall not substitute or reassign any key personnel identified above without the prior written consent of C&H. In the event that Dr. Breitner or Mr. Voss becomes unavailable due to unforeseen circumstances (including illness, departure from Meridian, or other causes), Meridian shall promptly notify C&H and propose a qualified replacement for C&H's approval.
Meridian may engage additional analyst or support resources as reasonably needed to meet the deadlines and deliverable requirements of this engagement, provided that all such individuals are subject to the confidentiality and privilege obligations set forth in Sections 6 and 7 of this Letter and that Meridian shall remain responsible for the quality and timeliness of all work product irrespective of the personnel assigned.
4. Fees and Payment Terms
4.1 Fixed Fee
In consideration for all services to be rendered and all deliverables to be provided under this engagement, C&H shall pay Meridian a fixed fee of €485,000 (four hundred eighty-five thousand euros) (the "Fixed Fee").
The Fixed Fee is inclusive of all professional fees, internal costs, overhead, database access and subscription fees (including, without limitation, the Clearpoint Royalty Database subscription), software licensing costs, ordinary telecommunications expenses, printing and reproduction costs, and ordinary disbursements. No additional charges shall be invoiced for such items.
Extraordinary out-of-pocket expenses that are not encompassed by the Fixed Fee shall include, by way of example, travel to the United States for participation in IRS APMA meetings, conference attendance at C&H's request, or other extraordinary travel requested by C&H. Such expenses shall be reimbursed by C&H at actual cost, without markup, and only upon prior written approval from C&H. Meridian shall submit documentation of all such expenses with its invoices. For the avoidance of doubt, routine travel within Germany (including travel between Munich and Dresden or Chemnitz for functional analysis interviews) is included within the Fixed Fee and shall not give rise to any reimbursement obligation.
4.2 Payment Schedule
The Fixed Fee shall be payable in three installments as follows:
All invoices submitted by Meridian shall be denominated in euros and shall be payable within thirty (30) calendar days of C&H's receipt of a complete and accurate invoice. Invoices shall be submitted to C&H's accounts payable department at the address set forth in the letterhead above, with an electronic copy to Leila Nazari at lnazari@calderwoodharkness.com, referencing C&H Matter Number 1032-00006 and Billing Code HSAG-TP-2025.
4.3 Relationship to Client Engagement
Meridian acknowledges and agrees that its engagement under this Letter is as a subcontractor to C&H and not as a direct service provider to the Client. The ultimate client, HSAG and HSI, is not directly liable to Meridian for fees, expenses, or any other amounts under this Letter. C&H shall be solely responsible for the payment of all amounts owed to Meridian hereunder.
For context and transparency, C&H notes that its overall engagement fee structure with the Client consists of two phases: Phase 1 (contemporaneous transfer pricing documentation and APA application preparation) at a fixed fee of $1,850,000, and Phase 2 (APA prosecution and negotiation support) at a fixed fee of $975,000, for a combined total of $2,825,000. Meridian's Fixed Fee of €485,000 is a component of C&H's Phase 1 budget. This information is provided solely for Meridian's reference and does not create any rights or obligations on the part of Meridian with respect to the Client or any alteration of the Fixed Fee.
5. Timeline and Milestones
Meridian shall use commercially reasonable efforts to achieve the following milestones in accordance with the target dates specified below:
Meridian acknowledges and understands the critical path nature of the engagement timeline. In particular, the June 20, 2025 deadline for final Deliverables 1, 2, and 3 is driven by C&H's target date of July 7, 2025 for the formal filing of the U.S. APA application with the IRS APMA. Similarly, the August 15, 2025 target date for the submission of the parallel German APA application to the BZSt, which is being coordinated by Kettner Pflüger Rechtsanwälte (Dr. Tobias Kettner, partner, and Friederike Lang, associate) as German tax counsel to HSAG, depends upon the timely completion of Meridian's work product. The September 15, 2025 deadline for updated final documentation versions supports the Client's obligation to maintain contemporaneous transfer pricing documentation by September 30, 2025.
Meridian shall promptly notify C&H if, at any time, Meridian believes that it may not be able to meet any milestone date set forth above, together with a description of the cause of the delay and a proposed revised timeline. C&H and Meridian shall work cooperatively and in good faith to resolve any scheduling issues; provided, however, that the obligation to use commercially reasonable efforts to meet the stated deadlines shall remain in effect at all times.
6. Confidentiality
6.1 Confidential Information
All information provided to Meridian by C&H, HSAG, HSI, or any of their respective affiliates (including, without limitation, Halcyon Semiconductor Japan K.K. and Halcyon Semiconductor (Shanghai) Co., Ltd.) in connection with this engagement, whether provided in writing, electronically, orally, or by any other means, shall be deemed confidential information (collectively, "Confidential Information").
Confidential Information includes, without limitation, the following:
(a) all financial data, including but not limited to HSAG consolidated revenue (€8.74 billion for FY 2024), HSI revenue ($4.12 billion for FY 2024), all intercompany transaction amounts, pricing terms, cost structures, profit margins, royalty rates, cost-sharing allocations, and any other financial or accounting information relating to HSAG, HSI, or any of their affiliates;
(b) all business strategies, plans, forecasts, budgets, and projections of HSAG, HSI, or any of their affiliates;
(c) all technical information regarding semiconductor process technologies, including but not limited to 7nm, 5nm, 3nm, and next-generation 2nm and sub-2nm process technologies, design libraries, manufacturing processes, yields, equipment specifications, and research and development plans and results;
(d) the identities of customers, suppliers, and business partners of HSAG, HSI, and their affiliates, and the terms of any agreements with such parties;
(e) all tax positions, tax return information, and tax planning strategies of HSAG, HSI, and their affiliates;
(f) the fact of the APA application itself, the substance and content of the APA application, and all related work product, correspondence, and communications with the IRS APMA, the BZSt, or any other governmental authority;
(g) all work product prepared by C&H, Meridian, Kettner Pflüger Rechtsanwälte, or any other advisor in connection with this engagement; and
(h) any other information identified by C&H as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure.
6.2 Permitted Disclosures
Meridian shall hold all Confidential Information in strict confidence and shall not disclose, publish, or otherwise disseminate any Confidential Information to any person or entity, except as follows:
(a) Meridian may disclose Confidential Information to those of its personnel who have been assigned to the engagement in accordance with Section 3 of this Letter and who have a bona fide need to know such information for the purpose of performing the services contemplated herein. Meridian shall ensure that all such personnel are bound by confidentiality obligations at least as restrictive as those contained in this Letter.
(b) Meridian shall not disclose Confidential Information to any third party without the prior written consent of C&H.
(c) Notwithstanding the foregoing, Meridian may disclose Confidential Information to the extent required by applicable law, regulation, or compulsory legal process (including a court order or subpoena), provided that Meridian (i) gives C&H prompt written notice of such requirement prior to making any disclosure (to the extent not prohibited by law), (ii) cooperates with C&H in seeking a protective order or other appropriate remedy, and (iii) discloses only the minimum amount of Confidential Information reasonably necessary to comply with the requirement.
6.3 Return and Destruction of Materials
Upon the completion or termination of this engagement (whichever occurs first), or at any time upon C&H's written request, Meridian shall, at C&H's direction, either (a) return to C&H all documents, files, data, and other materials (in whatever form or medium) containing or constituting Confidential Information, or (b) destroy all such materials and provide C&H with a written certification of destruction signed by Dr. Breitner. Notwithstanding the foregoing, Meridian may retain one archival copy of Confidential Information solely to the extent required by applicable law or professional regulations, provided that such retained copy remains subject to the confidentiality obligations of this Letter.
6.4 Duration.  The confidentiality obligations set forth in this Section 6 shall survive the completion or termination of this engagement for a period of five (5) years from the date of such completion or termination, except with respect to trade secrets, which shall be protected for so long as such information constitutes a trade secret under applicable law.
7. Privilege and Work Product Protection
Meridian acknowledges and agrees that its work under this engagement is being performed at the direction of, and under the supervision of, C&H in its capacity as legal counsel to HSAG and HSI. The deliverables and all other work product prepared by Meridian in connection with this engagement constitute materials prepared in anticipation of the APA process and in anticipation of potential IRS examination, audit, or litigation, and are therefore protected by the attorney work product doctrine under Federal Rule of Civil Procedure 26(b)(3) and applicable state law, and, to the extent applicable, by the attorney-client privilege.
To preserve and protect these privileges:
(a) Meridian shall not disclose any deliverables, draft work product, underlying analyses, notes, memoranda, or communications relating to this engagement to any person other than C&H personnel designated by C&H, without C&H's prior written authorization.
(b) All draft and final deliverables prepared by Meridian shall bear the following legend on each page: "PRIVILEGED AND CONFIDENTIAL — PREPARED AT THE DIRECTION OF COUNSEL."
(c) All email and other electronic communications between Meridian and C&H relating to the substance of this engagement shall include the following legend in the subject line or header: "PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT."
(d) Meridian shall take reasonable measures to maintain the confidentiality and privilege protection of all work product, including maintaining such materials in secure, access-controlled systems and limiting access to authorized personnel only.
(e) Nothing in this Letter shall be construed as a waiver by C&H, HSAG, or HSI of any applicable privilege or protection. Meridian shall not take any action that could be construed as a waiver of privilege without C&H's prior written consent.
8. Independence and Conflicts
Meridian represents and warrants that, as of the date of this Letter, it has no conflict of interest with respect to HSAG, HSI, or any of their affiliates, or with respect to any other party identified in connection with this engagement, including, without limitation:
(a) Kettner Pflüger Rechtsanwälte (Dr. Tobias Kettner, partner; Friederike Lang, associate), German tax counsel to HSAG;
(b) Gresham Whitfield LLP, the independent auditor of HSAG and HSI (audit engagement partners: Simon Cardwell and Janet Okonkwo);
(c) Ridgeline National Bank, the primary banking institution of HSAG and HSI; and
(d) Stonebridge Valuation Partners LLC (Marcus Reinhardt, Managing Director), which prepared the original PCT valuation at the inception of the CSA.
Meridian further represents that neither Dr. Breitner nor Mr. Voss, nor any other person who may be assigned to this engagement, has any financial interest in, or personal or professional relationship with, any of the parties identified above that could reasonably be expected to impair Meridian's objectivity or independence in performing the services contemplated herein.
Meridian shall promptly notify C&H in writing if, at any time during the course of the engagement, Meridian becomes aware of any actual or potential conflict of interest. Upon receipt of such notice, C&H and Meridian shall consult in good faith regarding whether the conflict can be resolved or waived and, if not, the appropriate steps to be taken, which may include the termination of this engagement.
9. Coordination with Other Advisors
Meridian shall coordinate its work with the following parties, as directed by C&H:
(a) C&H Engagement Team. Meridian shall coordinate with C&H's engagement team, which consists of the following personnel:
(i) Leonard Cross, Partner, Tax — responsible partner for the engagement; (ii) Sylvia Hartwell, Partner, Tax — billing partner; (iii) Leila Nazari, Senior Associate, Tax — primary day-to-day contact for all engagement matters; and (iv) Robert Jansen, Associate, Tax — supporting associate.
(b) German Tax Counsel. Meridian shall coordinate with Kettner Pflüger Rechtsanwälte (Dr. Tobias Kettner, partner, and Friederike Lang, associate) to ensure alignment between Meridian's economic analyses and the German transfer pricing documentation requirements under § 1 AStG and the GAufzV, and to support the preparation of the German APA application to the BZSt. Any such coordination shall be undertaken only as directed by C&H. Meridian shall not communicate directly with Kettner Pflüger Rechtsanwälte without C&H's prior approval.
Meridian's primary point of contact at C&H for all matters relating to this engagement shall be Leila Nazari, Senior Associate (email: lnazari@calderwoodharkness.com; direct telephone: (212) 506-7218). All substantive deliverables, correspondence, and communications shall be directed to Ms. Nazari unless C&H designates otherwise in writing.
10. Representations and Warranties
Meridian represents and warrants to C&H as follows:
(a) Professional Qualifications. Meridian has the professional qualifications, technical expertise, and organizational resources necessary to perform the services described in this Letter to the standard of quality and within the timeframes contemplated herein.
(b) Personnel Experience. Dr. Annika Breitner and Maximilian Voss possess substantial experience in the preparation of transfer pricing economic analyses, benchmarking studies, and related advisory services for companies in the semiconductor and broader technology sectors. Dr. Breitner has served as a testifying and consulting expert in transfer pricing matters before tax authorities in multiple jurisdictions.
(c) Database Access. Meridian holds a current and valid subscription to the Clearpoint Royalty Database, and such subscription provides access sufficient to support the comparable license agreement search required for Deliverable 2.
(d) Methodological Standards. All work performed by Meridian under this engagement will be conducted in accordance with generally accepted economic and statistical methodologies applicable to transfer pricing analyses, including the standards set forth in the OECD Guidelines, the U.S. Treasury Regulations, and relevant professional guidance.
(e) Authority. Meridian has full corporate power and authority to enter into this Letter and to perform the services contemplated herein, and the execution and delivery of this Letter has been duly authorized by all necessary corporate action on the part of Meridian.
11. Limitation of Liability
Meridian's aggregate liability to C&H under or in connection with this engagement, whether arising in contract, tort (including negligence), or otherwise, shall not exceed the total Fixed Fee of €485,000. This limitation of liability shall apply to all claims, losses, damages, costs, and expenses of any nature whatsoever, including but not limited to direct damages, indirect damages, consequential damages, and lost profits.
Notwithstanding the foregoing, the limitation of liability set forth in this Section 11 shall not apply to, and shall not limit Meridian's liability for, any of the following:
(a) claims arising from Meridian's gross negligence or willful misconduct;
(b) claims arising from Meridian's breach of the confidentiality obligations set forth in Section 6 of this Letter; or
(c) claims arising from Meridian's breach of the privilege and work product protection obligations set forth in Section 7 of this Letter.
12. Term and Termination
This engagement shall commence upon the execution of this Letter by both parties and shall continue until all deliverables described in Section 2.2 have been delivered to and accepted by C&H in their final form, unless earlier terminated in accordance with this Section 12.
Either party may terminate this engagement for any reason or for no reason upon thirty (30) days' prior written notice to the other party. In addition, C&H may terminate this engagement immediately upon written notice to Meridian in the event of a material breach by Meridian of any provision of this Letter, including but not limited to the confidentiality, privilege, and conflict of interest provisions.
In the event of termination of this engagement for any reason:
(a) Meridian shall be entitled to compensation for work performed through the effective date of termination on a pro-rata basis, calculated by reference to the proportion of the total scope of work that has been completed as of such date, as reasonably determined by the parties.
(b) Meridian shall promptly deliver to C&H all work product (including all drafts, notes, working papers, data compilations, electronic files, and underlying data) prepared or accumulated in connection with this engagement through the date of termination.
(c) The provisions of Section 6 (Confidentiality), Section 7 (Privilege and Work Product Protection), Section 11 (Limitation of Liability), and Section 13 (Governing Law and Dispute Resolution) shall survive the termination of this engagement and shall continue in full force and effect in accordance with their terms.
13. Governing Law and Dispute Resolution
This Engagement Letter and the rights and obligations of the parties hereunder shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without regard to the conflict of laws principles thereof.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter or the breach, termination, or validity thereof that the parties are unable to resolve through good-faith negotiation shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its International Centre for Dispute Resolution Rules then in effect. The arbitration shall be conducted in New York, New York, before a single arbitrator mutually agreed upon by the parties or, failing such agreement within thirty (30) days of the commencement of the arbitration, appointed by the American Arbitration Association. The language of the arbitration shall be English. The arbitrator's award shall be final and binding and may be enforced in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any such arbitration, unless the arbitrator determines otherwise.
14. Miscellaneous
14.1 Entire Agreement. This Letter, together with its exhibits, constitutes the entire agreement between C&H and Meridian with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, understandings, and agreements, whether written or oral, relating thereto.
14.2 Amendments. This Letter may not be amended, modified, or supplemented except by a written instrument signed by both parties.
14.3 Assignment. Neither party may assign or transfer its rights or obligations under this Letter without the prior written consent of the other party, and any purported assignment without such consent shall be void.
14.4 Notices. All notices, requests, consents, and other communications under this Letter shall be in writing and shall be deemed duly given when (a) delivered personally, (b) sent by internationally recognized courier service (with written confirmation of delivery), or (c) transmitted by email (with confirmation of receipt), in each case addressed to the respective party at the address set forth in the letterhead and addressee blocks of this Letter, or at such other address as either party may designate by written notice to the other.
14.5 Counterparts. This Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Letter by electronic means (including PDF or DocuSign) shall be deemed to be, and shall have the same legal effect as, execution and delivery of an original signed counterpart.
14.6 Severability. If any provision of this Letter is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Letter shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.
14.7 No Third-Party Beneficiaries. This Letter is entered into solely for the benefit of C&H and Meridian and their respective successors and permitted assigns. Nothing in this Letter shall be construed to create any rights in favor of any third party, including, without limitation, HSAG, HSI, or any of their affiliates.
14.8 Waiver. The failure of either party to enforce any provision of this Letter shall not be construed as a waiver of such provision or the right to enforce it at a later time.
We are pleased to have the opportunity to work with Meridian Economics on this important engagement. If the foregoing terms are acceptable, please indicate Meridian's agreement by countersigning this Letter in the space provided below and returning one fully executed copy to the undersigned.
We look forward to a productive collaboration.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Leonard Cross
Title: Partner, Tax
Date: ________
ACCEPTED AND AGREED:
MERIDIAN ECONOMICS GmbH
By: ________
Name: Dr. Annika Breitner
Title: Managing Director (Geschäftsführerin)
Date: ________
Enclosures:
Exhibit A: Detailed Data Request List (to follow within 5 business days of execution)
Exhibit B: Form of Deliverable Report Template
cc: Sylvia Hartwell, Partner, Calderwood & Harkness LLP Leila Nazari, Senior Associate, Calderwood & Harkness LLP Robert Jansen, Associate, Calderwood & Harkness LLP Maximilian Voss, Senior Analyst, Meridian Economics GmbH
Installment | Amount (€) | Trigger
First Installment | 145,500 (30% of Fixed Fee) | Upon execution of this Letter by both parties
Second Installment | 194,000 (40% of Fixed Fee) | Upon delivery to C&H of draft versions of Deliverables 1, 2, and 3
Third Installment | 145,500 (30% of Fixed Fee) | Upon delivery to C&H of final, C&H-approved versions of all Deliverables (1 through 5)
Milestone | Target Date | Deliverable Reference
Kick-off call with C&H engagement team and issuance of initial data request to Client | Within 5 business days of execution of this Letter | N/A (administrative)
Participation in functional analysis interviews of HSAG and HSI personnel | March – April 2025 | Deliverable 5
Delivery of draft CPM/TNMM Benchmarking Study (tangible goods) | May 15, 2025 | Deliverable 1 (draft)
Delivery of draft CUT Benchmarking Study (royalty) | May 15, 2025 | Deliverable 2 (draft)
Delivery of draft CSA Anticipated Benefit Share Analysis | May 30, 2025 | Deliverable 3 (draft)
Delivery of final Deliverables 1, 2, and 3 (for APA application) | June 20, 2025 | Deliverables 1, 2, 3 (final)
Delivery of Supplemental Sensitivity Analyses | August 1, 2025 | Deliverable 4
Delivery of final, updated documentation versions (for Local Files) | September 15, 2025 | Updated final versions of Deliverables 1, 2, 3

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA EMAIL AND INTERNATIONAL COURIER

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED:

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