Contract analysis

I. EXECUTIVE SUMMARY This memorandum constitutes the final comprehensive summary of the engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") on behalf of Halcyon Semiconductor Aktiengesellschaft ("HSAG") in connection with the review by the Committee on Foreign Investment in the United States ("CFIUS") of HSAG's proposed acquisition of one hundred percent (100%) of the outstanding equity of Marlowe Asset Man

II. TRANSACTION OVERVIEW A. The Parties

1. The Acquiror The acquiror is Halcyon Semiconductor Aktiengesellschaft ("HSAG"), an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany. HSAG is publicly traded on the Frankfurt Stock Exchange under the ticker symbol XETRA: HLC. Its principal executive offices are located at Industriestraße 44, 01099 Dresden, Saxony, Germany. HSAG is registered in the German commercial regist

2. The Acquisition Vehicle HSAG formed a wholly owned acquisition subsidiary, Halcyon US Holdings Inc., a C-corporation organized under the laws of the State of Delaware, for purposes of effecting the acquisition. Halcyon US Holdings Inc. was incorporated on June 5, 2023, and maintains its registered agent at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. Its Employer Identification Number is 93-2841067. Halc

3. Existing U.S. Subsidiary HSAG's existing U.S. operating subsidiary is Halcyon US Inc., a Delaware corporation headquartered at 11501 Alterra Parkway, Suite 300, Austin, Texas 78758 (EIN 81-3056429). Halcyon US Inc. operates as a fabless design center with approximately 320 employees focused on power management IC design for commercial and automotive applications. Halcyon US Inc. does not perform any classified wor

4. The Target The target company is Marlowe Asset Management Photonics Inc. ("VPI"), a C-corporation organized under the laws of the State of Delaware, originally incorporated on February 14, 2009. VPI is headquartered at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919. VPI also operates a 45,000-square-foot gallium-nitride-on-silicon-carbide (GaN-on-SiC) fabrication facility located at 9200 Innovation Boule

III. CHRONOLOGICAL SUMMARY OF THE CFIUS PROCESS The following section provides a detailed chronological account of each phase of the CFIUS review process, from the opening of the engagement through the issuance of the safe-harbor letter. A. Engagement Opening and Pre-Filing Phase (June 12 – July 13, 2023) June 12, 2023 — Engagement Opening. Calderwood & Harkness LLP was formally engaged by HSAG to represent the compa

IV. SUMMARY OF KEY NSA MITIGATION TERMS (NSA-2024-0019) The following section summarizes the principal terms and obligations imposed by the National Security Agreement. This summary is intended to serve as a reference guide for HSAG management and as the basis for the compliance infrastructure recommendations set forth in Section VII below. It is not intended to replace or supersede the terms of the NSA itself, and i

I. Penalty Provisions The NSA contains significant enforcement provisions. Under NSA § 12.3, a violation of any provision of the NSA may result in the imposition of civil penalties of up to $250,000 per violation per day for each day that the violation continues. Penalties are assessed by the U.S. government and are not subject to a cap or aggregate limit. In addition to civil monetary penalties, the NSA reserves to

V. EXPORT CONTROL AND GOVERNMENT CONTRACTS POST-CLOSING ACTIONS The following regulatory actions must be completed promptly following the closing of the acquisition. While certain of these actions fall outside the scope of the CFIUS engagement per se, they are closely related to the national security considerations addressed in the NSA and are included here for completeness. A. DDTC Registration VPI must file a chang

VI. INTELLECTUAL PROPERTY CONSIDERATIONS UNDER THE NSA The intersection of the NSA's technology control provisions and VPI's intellectual property portfolio is an area of critical importance for HSAG's post-closing integration planning. This section summarizes the key considerations. Technology Transfer Restrictions. The NSA and the Technology Control Plan (Annex B) impose significant restrictions on the transfer of