Contract analysis

I. Executive Summary The purpose of this memorandum is to provide the Vorstand of Halcyon Semiconductor AG ("HSAG") with a comprehensive risk assessment of the national security concerns likely to be raised by the Committee on Foreign Investment in the United States ("CFIUS" or the "Committee") in connection with HSAG's proposed acquisition of 100% of the outstanding equity of Marlowe Asset Management Photonics Inc.

II. Background: The Target and the Transaction A. Marlowe Asset Management Photonics Inc. — Business Overview VPI is a Delaware C-corporation, incorporated February 14, 2009, with principal executive offices at 7400 Ridgeline Parkway, Colorado Springs, CO 80919. Its core business consists of the design and manufacture of advanced gallium-nitride ("GaN") power amplifier chips for defense radar, satellite communication

III. CFIUS Jurisdictional Basis and Expected Review Process The transaction is a "covered transaction" under 31 C.F.R. § 800.213 because it involves a foreign person (HSAG, a German AG, acting through AcquisitionCo) acquiring "control" (in fact, 100% ownership) of a U.S. business (VPI). No jurisdictional argument is available to HSAG that would place the transaction outside CFIUS's reach, and none should be attempted

1. Pre-filing consultation (completed June 19, 2023 with Treasury OIS).

2. Draft notice submission (early July 2023) for informal Committee comment.

3. Formal filing of the joint voluntary notice (target: July 14, 2023).

4. Acceptance by CFIUS staff following review for completeness (typically 5–7 business days). 5. 45-day review period commencing on the acceptance date. 6. 45-day investigation period, which we regard as essentially certain given the classified programs, ITAR-controlled technology, and cleared personnel involved.

7. Mitigation negotiation in parallel with the investigation, followed by NSA execution and clearance. We expect DoD and DOE to serve as co-lead agencies. DCSA will be the operational monitoring agency post-clearance and will be a substantive participant in NSA negotiation, particularly on FOCI mitigation elements. Other agencies expected to participate substantively include Commerce (BIS), State (DDTC), Justice (Nat

IV. National Security Risk Factor Analysis We have identified seven principal national security risk factors, analyzed below. Each analysis addresses (A) the nature of the risk, (B) our severity assessment, and (C) our proposed mitigation approach. Risk Factor 1: Foreign Access to Classified Defense Programs A. Description of Risk. VPI holds an FCL at the SECRET level at the Albuquerque Fab (CAGE Code 7VK92). Of the

V. Comprehensive Mitigation Framework The following framework consolidates and structures the mitigation measures proposed in Section IV into a coherent NSA architecture. This framework should be understood as our recommended opening position; specific terms will be refined during NSA negotiation with the co-lead agencies. A. Board Restructuring and Corporate Governance We recommend a five-member reconstituted VPI bo

1. An absolute prohibition on the transfer of ITAR- or EAR-controlled technical data to any non-U.S. person absent prior U.S. government authorization or applicable exemption.

2. Detailed procedures identifying categories of information that may permissibly flow between VPI and HSAG (financial reporting data, aggregated operational metrics, non-controlled commercial data, publicly available product information), with clearly delineated escalation and approval workflows.

3. Physical and procedural access controls at VPI facilities, including the classified-area exclusion zones.

4. Recordkeeping and audit requirements sufficient to permit meaningful monitor and DCSA review.

5. Personnel training obligations, both role-based and general. C. Facility Access Restrictions HSAG personnel who are not U.S. persons are prohibited from accessing the classified areas of the Albuquerque Fab (specifically, clean-room Sections C-7 through C-12) except with prior written approval from both DCSA and the GSC on a per-visit basis. Access to unclassified areas is permitted subject to advance notice, esco

VI. Initial Negotiation Positions for NSA Terms The following sets forth our recommended opening positions, red lines, and anticipated Committee positions for each principal NSA term. These positions should be understood as opening postures, subject to iteration and refinement during negotiation. A. Board Composition and Governance HSAG Position (Opening). Accept a five-member board consisting of three Security Board

VII. Risk-Mitigation Matrix Summary Table The following consolidated matrix summarizes the seven risk factors, associated severity ratings, primary concerns, proposed mitigation measures, anticipated NSA section references, and HSAG negotiation priority (1 = highest, 3 = lowest).

VIII. Anticipated CFIUS Timeline and Process The following timeline reflects our current best estimates. Actual timing will depend on Committee workload, RFI responsiveness, agency positions, and the pace of NSA negotiation. We note that the debt commitment letter's ticking-fee grid begins to accrue at an elevated rate at the 180-day mark; the current base-case timeline sits within that window, but any material Commi

IX. Coordination with Other Workstreams A. Seller's Counsel Coordination Wethersfield & Gale LLP (Harrison Whitfield, lead partner; Sandra Niehaus; Tobias Kwan) represents VPI and the selling shareholders. The joint notice under 31 C.F.R. § 800.501 requires substantive cooperation between buyer's and seller's counsel; responsibilities have been delineated in the pre-filing coordination letter dated June 15, 2023. VPI

X. Recommendations and Next Steps We recommend the following actions in the coming three-week period leading up to filing:

1. Finalize and file the voluntary joint notice by July 14, 2023, targeting CFIUS acceptance on or about July 21, 2023.

2. Prepare comprehensive notice exhibits, with particular emphasis on VPI's classified programs, export-controlled items, government contracts, and cleared personnel. Draft exhibits are due to Calderwood & Harkness in near-final form by July 5, 2023.

3. Develop a detailed TCP draft in advance of NSA negotiations to demonstrate proactive compliance posture and to anchor the negotiation baseline in HSAG's preferred framework.

4. Identify and vet the proposed Security Board Members and Independent Security Director candidate for submission to CFIUS during NSA negotiation. Biographical and clearance-eligibility materials to be circulated to the Vorstand for review by July 3, 2023.

5. Engage Whitmore Compliance Group LLC on a preliminary basis as the preferred third-party monitor candidate; prepare biographical and qualification materials for CFIUS review during the investigation phase.

6. Prepare an HSAG cybersecurity program overview for supplemental submission, emphasizing ISO 27001 certification, existing SOC operations, and the specific plan for VPI IT segregation.

7. Prepare detailed disclosure regarding Halcyon Semiconductor (Shanghai) Co., Ltd.—including corporate structure, product line, customer base, personnel, and post-closing walls—to pre-empt CFIUS concerns.

8. Coordinate with David Caruso on government contract novation planning, including per-contract novation strategy, contracting officer engagement plan, and DFARS 252.209-7002 disclosure preparation.

9. Establish an internal CFIUS response team at HSAG (Dr. Ehrhardt, Ms. Brückner, Mr. Lohse, plus a designated Vorstand secretariat contact) for rapid decision-making during review and investigation. Response time to Committee RFIs is typically 3 business days.

10. Schedule weekly status calls between the Calderwood & Harkness CFIUS team and HSAG management throughout the filing and review process, with escalation protocols for time-sensitive matters. We are available at any time to discuss the foregoing and to address any questions the Vorstand may have. Given the sensitivity of the matters addressed herein, we ask that any distribution of this memorandum beyond the addres

XI. Appendices Appendix A: Glossary of Key Terms and Acronyms Appendix B: Summary of Pre-Filing Consultation (June 19, 2023) Cross-reference: Pre-Filing Meeting Summary Memorandum (Calderwood & Harkness, June 20, 2023, Matter No. 1032-00004, distributed to Vorstand). Attendees. Treasury OIS: Marta Chen (Deputy Director), Robert Feldman (Senior Case Officer). Calderwood & Harkness: Ashworth, Caruso, Holloway. HSAG: Lo

1. Treasury OIS expressed preliminary focus on Halcyon Semiconductor (Shanghai) Co., Ltd. and requested that the notice include detailed disclosure of its operations, personnel, customer base, and post-closing separation from VPI.

2. Cybersecurity posture identified as an area of interest; Treasury requested specific detail on planned IT segregation between VPI and HSAG's global network.

3. Post-closing governance architecture identified as a subject on which CFIUS will expect a well-developed HSAG proposal at the outset; Treasury signaled receptivity to an SSA-equivalent structure.

4. Treasury did not identify preliminary "showstoppers" and encouraged a July filing on the anticipated schedule. Action Items. • Prepare detailed Shanghai disclosure package (assigned: Ashworth / Lohse). Due: July 5. • Prepare IT segregation plan overview (assigned: HSAG CIO office / Ashworth). Due: July 7. • Prepare initial governance architecture proposal for inclusion in notice (assigned: Ashworth / Holloway). Du