Contract analysis

Section 1. Certification of Authority I, Dr. Nathan Trevorrow, hereby certify that I am the duly elected, qualified, and acting Chief Executive Officer and Chairman of the Board of Directors of Marlowe Asset Management Photonics Inc. I am authorized to execute and deliver this Certificate on behalf of the Company in accordance with the Company's Second Amended and Restated Bylaws, the resolutions of the Board of Dire

Section 2. CFIUS Filing and Review Completion I hereby certify as follows with respect to the CFIUS review and investigation of the transactions contemplated by the Agreement: 2.1. On July 14, 2023, the Company, jointly with Buyer Parent, filed a voluntary joint notice (the "Joint Voluntary Notice") with CFIUS pursuant to Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), and the implem

Section 3. Execution of the National Security Agreement I hereby certify as follows with respect to the execution of the NSA: 3.1. The Company duly executed the National Security Agreement, designated NSA-2024-0019, on January 19, 2024. The NSA was executed by and among the Company, Halcyon Semiconductor Aktiengesellschaft, Halcyon US Holdings Inc., and the United States of America, acting through the U.S. Department

Section 4. CFIUS Clearance I hereby certify as follows with respect to the receipt of CFIUS clearance for the transactions contemplated by the Agreement: 4.1. On January 26, 2024, the U.S. Department of the Treasury, acting in its capacity as Chair of CFIUS, issued a clearance letter (the "Safe Harbor Letter") addressed to counsel for the Company and counsel for Buyer Parent, confirming that CFIUS has concluded all a

Section 5. Board Reconstitution I hereby certify as follows with respect to the reconstitution of the Board of Directors of the Company: 5.1. Effective as of the Closing, the Company's Board of Directors has been reconstituted in accordance with Section 4 of the NSA and NSA Annex C (Governance Provisions & Security Board Charter). As so reconstituted, the Board of Directors consists of five (5) members, as follows: 5

Section 6. Establishment of the Government Security Committee I hereby certify as follows with respect to the establishment of the Government Security Committee: 6.1. The Government Security Committee (the "GSC") has been duly established as a standing committee of the Board of Directors in accordance with Section 4 of the NSA, NSA Annex C (Governance Provisions & Security Board Charter), and the applicable provision

Section 7. Facility Security Clearance and FSO Retention I hereby certify as follows with respect to the Company's Facility Security Clearance and the retention of the Facility Security Officer: 7.1. The Company currently maintains a Facility Security Clearance ("FCL") at the SECRET level, issued by the Defense Counterintelligence and Security Agency ("DCSA"), for the Company's facility located at 9200 Innovation Bou

Section 8. Personnel Continuity I hereby certify as follows with respect to the continuity of key personnel in accordance with the NSA: 8.1. In accordance with Section 9 of the NSA (Personnel Continuity), the following individuals, each of whom is a key employee of the Company and a United States citizen, have agreed to remain employed by the Company for a minimum of twenty-four (24) months following the Closing Date

Section 9. Technology Control Plan Adoption I hereby certify as follows with respect to the adoption and implementation of the Technology Control Plan: 9.1. The Company has adopted the Technology Control Plan (the "TCP") set forth in NSA Annex B, effective as of the Closing Date. The TCP has been approved by the GSC and has been communicated to all relevant Company employees and contractors who handle controlled tech

Section 10. Cybersecurity Compliance I hereby certify as follows with respect to the Company's compliance with the cybersecurity requirements of the NSA: 10.1. As of the Closing Date, the Company is in compliance with the cybersecurity requirements set forth in Section 10 of the NSA and NSA Annex D (Cybersecurity Requirements), including but not limited to the following: (a) NIST SP 800-171 Compliance. The Company ma

Section 11. Data Segregation I hereby certify as follows with respect to the segregation of the Company's data and information technology systems: 11.1. The Company's information technology systems, networks, data storage infrastructure, and cloud computing environments have been, and following the Closing will continue to be, physically and logically separated from Buyer Parent's (HSAG's) global corporate network an

Section 12. Third-Party Compliance Monitor Engagement I hereby certify and acknowledge as follows with respect to the engagement of the third-party compliance monitor under the NSA: 12.1. Buyer Parent has engaged Whitmore Compliance Group LLC as the third-party compliance monitor (the "Compliance Monitor") under the NSA, in accordance with Section 8 of the NSA and the requirements established therein. Whitmore Compli

Section 13. Facility Access Procedures I hereby certify as follows with respect to the adoption and implementation of facility access procedures: 13.1. The Company has adopted and will implement, effective as of the Closing Date, the facility access procedures set forth in NSA Annex F (Facility Access Procedures). These procedures have been approved by the GSC and have been communicated to all Company employees, cont

Section 14. Government Contract Notifications I hereby certify and acknowledge as follows with respect to the Company's obligations regarding its U.S. government contracts: 14.1. The Company acknowledges its obligations to disclose its foreign ownership, control, or influence status to the contracting officers for each of its active Department of Defense contracts (whether as prime contractor or subcontractor) in acc

Section 15. Pre-Notification Obligations I hereby certify and acknowledge as follows with respect to the Company's pre-notification obligations under the NSA: 15.1. The Company acknowledges and will comply with the pre-notification requirement set forth in Section 11 of the NSA, which requires the Company to provide a minimum of thirty (30) days' advance written notice to the Monitoring Agencies before undertaking or

Section 16. Penalty Acknowledgment I hereby certify and acknowledge as follows with respect to the penalty provisions of the NSA: 16.1. The Company acknowledges the penalty provisions set forth in Section 12.3 of the NSA, which provide that any violation of the terms, conditions, or obligations set forth in the NSA may result in one or more of the following consequences: (a) Civil monetary penalties of up to Two Hund

Section 17. Representations and Warranties I hereby represent and warrant, on behalf of the Company, as follows: 17.1. Accuracy of CFIUS Submissions. All information provided by the Company to CFIUS in connection with the Joint Voluntary Notice, all supplemental submissions made during the forty-five (45)-day review and forty-five (45)-day investigation periods, and all other materials, documents, data, and informati

Section 18. No Other Conditions Except as otherwise set forth in the Agreement or in this Certificate, the undersigned is not aware of any unsatisfied condition to Closing relating to CFIUS or the NSA under Section 7.1(c) of the Agreement. To the knowledge of the undersigned, all conditions to the obligations of Buyer and Buyer Parent to consummate the Closing that relate to CFIUS review, clearance, and compliance wi