Contract analysis

I. Purpose and Introduction This letter is submitted on behalf of Halcyon Semiconductor Aktiengesellschaft, a German Aktiengesellschaft ("HSAG"), and Marlowe Asset Management Photonics Inc., a Delaware C-corporation ("VPI"), by Calderwood & Harkness LLP, counsel to HSAG in connection with the above-referenced transaction. This notification has been prepared by Margaret "Peggy" Ashworth, Of Counsel in the firm's Natio

II. Description of the Transaction The Acquiring Entity. Halcyon Semiconductor Aktiengesellschaft is a publicly traded German corporation (Aktiengesellschaft) listed on the Frankfurt Stock Exchange under the ticker symbol XETRA: HLC. HSAG is headquartered at Industriestraße 44, 01099 Dresden, Saxony, Federal Republic of Germany. HSAG is a leading global manufacturer of compound semiconductor devices, power management

III. CFIUS Review and National Security Agreement The acquisition of VPI by HSAG was subject to review by the Committee on Foreign Investment in the United States ("CFIUS") pursuant to Section 721 of the Defense Production Act of 1950, as amended, 50 U.S.C. § 4565, and the implementing regulations set forth at 31 C.F.R. Part 800. The transaction was identified as a "covered transaction" within the meaning of 31 C.F.R

IV. Maintenance of Facility Security Clearance VPI will maintain its existing Facility Security Clearance at the SECRET level. The facility clearance was initially granted to VPI and has been continuously maintained since that time. CAGE Code 7VK92 remains unchanged. The facility clearance pertains to VPI's classified facility located at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113. There has been no chan

V. Continuing Facility Security Officer Colonel (Retired) Bryce Hendrickson, United States Air Force, continues to serve as VPI's Facility Security Officer ("FSO") and has served in that capacity since 2018. Col. Hendrickson holds an active TOP SECRET/SCI security clearance, which has been continuously maintained. Col. Hendrickson also holds the position of Vice President, Government Programs at VPI, and has been des

VI. Reconstituted Board of Directors and Government Security Committee Pursuant to the governance provisions of the NSA (NSA-2024-0019, Section 5 and Annex C), VPI's board of directors has been reconstituted effective as of the closing date, February 9, 2024, to ensure that adequate safeguards are in place to protect classified information and to prevent unauthorized access to, or transfer of, classified or export-co

1. Col. (Ret.) Bryce Hendrickson — Security Board Member and FSO/Proxy Holder. Col. Hendrickson holds an active TS/SCI clearance. As described above, Col. Hendrickson serves as VP, Government Programs and FSO at VPI and has been designated as the proxy holder under the NSA.

2. Adrienne Delacroix — Security Board Member and independent director. Ms. Delacroix holds an active SECRET security clearance. Ms. Delacroix has served as an independent member of VPI's board of directors since 2019 and will continue in that capacity on the reconstituted board. Ms. Delacroix previously served as Deputy Assistant Secretary of Defense for Industrial Policy and currently serves as a senior advisor to

3. An independent Security Director, as identified in the letter submitted by Calderwood & Harkness LLP to CFIUS on behalf of HSAG on November 17, 2023, proposing Security Board Member candidates. The identity of this individual has been communicated to DCSA separately through secure channels, and DCSA's concurrence with this appointment has been requested. HSAG Designees (two members, appointed by HSAG to represent

4. An HSAG-designated director.

5. An HSAG-designated director. The two HSAG Designees may not hold, seek, or access U.S. government security clearances and may not access any classified or ITAR-controlled information, materials, or facilities of VPI. The HSAG Designees are entitled to receive only unclassified, non-export-controlled business and financial information from VPI, subject to the restrictions and procedures set forth in the Technology

VII. FOCI Mitigation and NSA as SSA Equivalent Foreign Parent Profile. HSAG is a publicly traded German corporation. As of the date hereof, based on HSAG's most recent public filings with the Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin") and its annual report for fiscal year 2023, no German federal or state government entity holds a direct or indirect ownership interest in HSAG. HSAG's shares are widely h

VIII. Third-Party Compliance Monitor Pursuant to Section 9 of the NSA, a third-party compliance monitor has been appointed to provide independent oversight of HSAG's and VPI's compliance with the terms and conditions of the NSA. Appointed Monitor. Whitmore Compliance Group LLC, located at 1300 Crystal Drive, Suite 710, Arlington, Virginia 22202, has been appointed as the third-party compliance monitor. Whitmore Compl

IX. Export Control Registrations and Notifications DDTC Registration. VPI has been registered with the U.S. Department of State, Directorate of Defense Trade Controls ("DDTC"), since 2011, under DDTC Registration Number M-24817. VPI's registration encompasses the manufacture, export, and brokering of defense articles and defense services classified under the United States Munitions List, including specifically USML C

X. Government Contract Novation Formal novation proceedings under Federal Acquisition Regulation ("FAR") Subpart 42.12 are being initiated with respect to eight (8) of VPI's fourteen (14) active government contracts that require novation due to the change in ownership. The novation requirement arises because VPI's status as a wholly owned subsidiary of a foreign parent entity constitutes a change in the legal identit

XI. Pre-Notification Obligations Going Forward Pursuant to Section 11 of the NSA (NSA-2024-0019), HSAG is required to provide written notice to CFIUS and to DCSA (in its capacity as a Monitoring Agency) no fewer than thirty (30) days before any material change to VPI's business, operations, or organizational structure. Material changes requiring pre-notification include, but are not limited to: • Any divestiture, mer

XII. Contact Information For questions or communications relating to VPI's facility security, personnel security, and classified programs, please contact: Col. (Ret.) Bryce Hendrickson, USAF Vice President, Government Programs / Facility Security Officer Marlowe Asset Management Photonics Inc. 9200 Innovation Boulevard Albuquerque, NM 87113 Telephone: (505) 555-8200 Secure Telephone: (505) 555-8201 Email: b.hendricks

XIII. Enclosures The following documents are enclosed herewith and are submitted for DCSA's records and review:

1. Executed National Security Agreement (NSA-2024-0019), dated January 19, 2024, including Annexes A through F (Annex A — Definitions; Annex B — Technology Control Plan; Annex C — Governance Provisions & Security Board Charter; Annex D — Cybersecurity Requirements; Annex E — Reporting Obligations; Annex F — Penalties and Enforcement Provisions);

2. CFIUS Clearance Letter (Safe Harbor), dated January 26, 2024 (CFIUS Case No. CFIUS-023-07-3841);

3. Third-Party Compliance Monitor Agreement with Whitmore Compliance Group LLC, dated January 19, 2024;

4. VPI Post-Closing Board Resolution reflecting the reconstituted five-member board of directors and establishment of the Government Security Committee, adopted February 9, 2024;

5. Halcyon US Holdings Inc. Board Resolution authorizing the consummation of the acquisition and execution of the NSA, adopted February 8, 2024;

6. Updated organizational chart showing the post-closing corporate structure (HSAG → Halcyon US Holdings Inc. → VPI), with identification of all intermediate entities; and

7. VPI Facility Security Officer designation confirmation for Col. (Ret.) Bryce Hendrickson, executed by the VPI Board of Directors, dated February 9, 2024. We respectfully request that DCSA review this notification and the enclosed materials and confirm the continuation of VPI's Facility Security Clearance at the SECRET level, CAGE Code 7VK92, under the FOCI mitigation framework established by the NSA. We remain ava