Contract analysis

1. True and Correct Copy. The foregoing Unanimous Written Consent of the Sole Director of Halcyon US Holdings Inc. in Lieu of a Special Meeting, dated February 9, 2024 (the "Written Consent"), is a true, correct, and complete copy of the written consent executed by Dr. Maximilian Ehrhardt, the sole director of the Company, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and t

2. No Amendment or Rescission. The Written Consent has not been amended, modified, supplemented, or rescinded in any respect since its execution on February 9, 2024, and each of the resolutions set forth therein remains in full force and effect as of the date hereof.

3. Sole Director. Dr. Maximilian Ehrhardt is the duly appointed sole director of the Company and was the sole director on the date of execution of the Written Consent. No additional directors have been appointed to the Board of Directors of the Company.

4. Corporate Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.

5. Authority. This certificate is delivered in connection with the closing of the acquisition of Marlowe Asset Management Photonics Inc. by the Company pursuant to the Stock Purchase Agreement dated June 10, 2023, and may be relied upon by the parties to such Stock Purchase Agreement and their respective counsel, lenders, insurers, and other transaction participants. IN WITNESS WHEREOF, I have hereunto set my hand an