Contract analysis

1. Identification of Declarant I, Dr. Maximilian Ehrhardt, am the Chief Executive Officer (Vorstandsvorsitzender) of Halcyon Semiconductor Aktiengesellschaft ("HSAG"), an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany. I submit this Certification Declaration in my capacity as the duly authorized representative of HSAG, and I am competent in all respects to make the certifi

2. Authority to Execute I, Dr. Maximilian Ehrhardt, am the duly appointed and acting Chief Executive Officer (Vorstandsvorsitzender) of HSAG. In my capacity as Vorstandsvorsitzender, I have been expressly authorized by the Vorstand (Management Board) of HSAG, acting pursuant to a resolution adopted on June 8, 2023, to (i) authorize, direct, and oversee the filing of a joint voluntary notice with the Committee on Fore

3. Identification of the Transaction HSAG, acting through its wholly owned subsidiary Halcyon US Holdings Inc. (collectively, the "Buyer"), proposes to acquire one hundred percent (100%) of the issued and outstanding equity interests—including all shares of common stock and all vested and exercisable options to purchase shares of common stock—of Marlowe Asset Management Photonics Inc. ("VPI"), a C-corporation organiz

4. Identification of Counsel HSAG and Halcyon US Holdings Inc. are represented in this CFIUS proceeding by the following legal counsel: Calderwood & Harkness LLP New York Office: 399 Park Avenue, 31st Floor New York, New York 10022 Responsible Partner: Beatrice Holloway Practice Group: Mergers & Acquisitions Washington, D.C. Office: 1750 K Street NW, Suite 800 Washington, D.C. 20006 Of Counsel: Margaret "Peggy" Ashwo

5. Certification Statement I, Dr. Maximilian Ehrhardt, hereby certify, declare, and state, under penalty of perjury and in accordance with the requirements of 31 C.F.R. § 800.502, as follows: (a) I have read and am familiar with the contents of the Joint Voluntary Notice filed with the Committee on Foreign Investment in the United States on July 14, 2023, in connection with the Transaction described herein, together

6. Ongoing Obligation to Update I, Dr. Maximilian Ehrhardt, on behalf of HSAG and Halcyon US Holdings Inc., hereby acknowledge the obligation imposed by 31 C.F.R. § 800.501(i) to promptly inform the Staff Chairperson of CFIUS of any material changes in the information contained in the Notice. This obligation extends to, but is not limited to, any changes in the terms or structure of the Transaction, any changes in th

7. Execution. I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. Executed on this 14th day of July, 2023, at Dresden, Saxony, Federal Republic of Germany. HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT By: ________ Name: Dr. Maximilian Ehrhardt Title: Chief Executive Officer (Vorstandsvorsitzender) Also signing in his capacity as sole director and president of: HA

1. Identification of Declarant I, Dr. Nathan Trevorrow, am the Founder, Chief Executive Officer, and Chairman of the Board of Directors of Marlowe Asset Management Photonics Inc. ("VPI"), a corporation organized under the laws of the State of Delaware. I submit this Certification Declaration in my capacity as the duly authorized representative of VPI, and I am competent in all respects to make the certifications set

2. Authority to Execute I, Dr. Nathan Trevorrow, am the duly appointed and acting Chief Executive Officer and Chairman of the Board of Directors of VPI. I have been authorized by the Board of Directors of VPI, acting pursuant to a unanimous written consent adopted on June 11, 2023, to (i) authorize, direct, and oversee the filing of a joint voluntary notice with the Committee on Foreign Investment in the United State

3. Identification of the Transaction VPI is the target company in the proposed Transaction. The Transaction involves the acquisition of one hundred percent (100%) of the issued and outstanding equity interests of VPI by HSAG, acting through its wholly owned subsidiary Halcyon US Holdings Inc. The Transaction is governed by the Stock Purchase Agreement dated June 10, 2023, as more fully described in Certification Decl

4. Description of VPI's Government-Related Activities VPI is a U.S. person engaged in the design, development, fabrication, and sale of advanced gallium nitride (GaN) semiconductor devices and subsystems, including high-electron-mobility transistors (HEMTs), monolithic microwave integrated circuits (MMICs), and millimeter-wave (mmWave) power amplifier modules. VPI's products serve both commercial and defense markets.

5. Identification of Counsel VPI and the Sellers are represented in this CFIUS proceeding by the following legal counsel: Wethersfield & Gale LLP 2000 Pennsylvania Avenue NW, Suite 600 Washington, D.C. 20006 Lead Partner, Government Contracts & National Security: Harrison Whitfield Lead M&A Partner: Sandra Niehaus Senior Associate: Tobias Kwan All communications from CFIUS directed to VPI or the Sellers in connection

6. Certification Statement I, Dr. Nathan Trevorrow, hereby certify, declare, and state, under penalty of perjury and in accordance with the requirements of 31 C.F.R. § 800.502, as follows: (a) I have read and am familiar with the contents of the Joint Voluntary Notice filed with the Committee on Foreign Investment in the United States on July 14, 2023, in connection with the Transaction described herein, together wit

7. Ongoing Obligation to Update I, Dr. Nathan Trevorrow, on behalf of VPI, hereby acknowledge the obligation imposed by 31 C.F.R. § 800.501(i) to promptly inform the Staff Chairperson of CFIUS of any material changes in the information contained in the Notice. This obligation extends to, but is not limited to, any changes in VPI's business operations, government contracts, classified programs, facility security clear

8. Execution. I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct. Executed on this 14th day of July, 2023, at Colorado Springs, Colorado. Marlowe Asset Management PHOTONICS INC. By: ________ Name: Dr. Nathan Trevorrow Title: Chief Executive Officer and Chairman of the Board of Directors Date: July 14, 2023 Place of Execution: Colorado Springs, Colorado JOINT

1. The Joint Voluntary Notice bearing CFIUS Case No. CFIUS-023-07-3841 was filed on July 14, 2023, with the United States Department of the Treasury, Office of Investment Security, in its capacity as Chair of the Committee on Foreign Investment in the United States, pursuant to 31 C.F.R. Part 800 and in accordance with the procedural requirements set forth in 31 C.F.R. § 800.501.

2. The Joint Voluntary Notice addresses and describes in full the proposed acquisition of one hundred percent (100%) of the outstanding equity of Marlowe Asset Management Photonics Inc. by Halcyon Semiconductor Aktiengesellschaft, acting through its wholly owned subsidiary Halcyon US Holdings Inc. The parties believe that the proposed Transaction constitutes a "covered transaction" within the meaning of 31 C.F.R. § 8

3. The Joint Voluntary Notice has been prepared in coordination between Calderwood & Harkness LLP (counsel to HSAG and Halcyon US Holdings Inc.) and Wethersfield & Gale LLP (counsel to VPI and the Sellers). Both firms have been engaged as counsel of record for purposes of this CFIUS proceeding and are authorized to receive all correspondence, questions, and communications from CFIUS staff on behalf of their respectiv

4. The Joint Voluntary Notice was accompanied by the following seven (7) exhibits, each of which is incorporated by reference into these Certification Declarations: Exhibit A — Transaction Documents (including the Stock Purchase Agreement dated June 10, 2023, all schedules and exhibits thereto, the commitment letter for the Term Loan Facility, and the equity contribution letter) Exhibit B — Business Description of Ma

5. Both declarants confirm that, to the best of their respective knowledge and belief, the Joint Voluntary Notice and all exhibits thereto contain the information required by 31 C.F.R. § 800.501 and are true, correct, and complete in all material respects. HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT and HALCYON US HOLDINGS INC. By: ________ Name: Dr. Maximilian Ehrhardt Title: Chief Executive Officer (Vorstandsvorsitzen