Contract analysis

Section 1.1 — Purpose This Annex establishes the comprehensive governance framework for VPI following the Closing Date, including, without limitation: (a) the reconstitution of VPI's Board of Directors (the "Board"); (b) the establishment of the Government Security Committee (the "GSC") as a standing committee of the Board vested with exclusive authority over matters affecting the national security of the United Stat

Section 1.2 — Scope This Annex governs all matters relating to VPI's board composition, committee structure, governance authority, information-barrier requirements, and the related allocation of decision-making rights and responsibilities as required by the NSA. The provisions of this Annex are binding on VPI, HSAG, Buyer, and each of their respective officers, directors, employees, agents, and representatives to the

Section 1.3 — Relationship to NSA This Annex is an integral part of the NSA and is incorporated therein by reference. In the event of any conflict or inconsistency between any provision of this Annex and any provision of the body of the NSA, the provisions of the NSA shall control. Capitalized terms used but not defined in this Annex shall have the meanings ascribed to them in Annex A (Definitions) to the NSA. Refere

ARTICLE II — RECONSTITUTION OF THE BOARD OF DIRECTORS

Section 2.1 — Board Size and Composition Effective as of the Closing Date, the Board of Directors of VPI shall be reconstituted to consist of five (5) members, as follows: (a) Three (3) Security Board Members, as defined in and subject to the qualifications set forth in Section 2.2 of this Annex; and (b) Two (2) HSAG Designees, as defined in and subject to the conditions set forth in Section 2.3 of this Annex. The Bo

Section 2.2 — Security Board Members (a) Qualifications. Each Security Board Member must satisfy all of the following qualification requirements at the time of appointment and at all times during such person's service on the Board: (i) Such person must be a citizen of the United States of America; (ii) Such person must be the holder of, or must be eligible for and willing to undergo the investigation required for, a

Section 2.3 — HSAG Designees (a) Designation Rights. HSAG (acting through Buyer, as VPI's sole stockholder) shall have the right to designate two (2) members of the Board (the "HSAG Designees"). The HSAG Designees may be officers, employees, or other representatives of HSAG or any of its affiliates, and need not be independent of HSAG. (b) Citizenship and Clearance. HSAG Designees are not required to be citizens of t

Section 2.4 — Qualifications and Vetting (a) Advance Identification. All proposed Board members, whether Security Board Members or HSAG Designees, shall be identified to the Government Parties (through the CFIUS Staff Chair at the Department of the Treasury and the designated monitoring contacts at the Department of Defense and the Department of Energy) no fewer than thirty (30) calendar days prior to the effective d

Section 2.5 — Term and Removal (a) Security Board Members. Each Security Board Member shall serve on the Board until the earliest of: (i) such person's voluntary resignation; (ii) such person's removal for cause, with the prior written approval of the Government Parties; (iii) such person's death or permanent incapacity; or (iv) such person's replacement with a successor who satisfies all qualification requirements s

Section 2.6 — Transition from Pre-Closing Board (a) Pre-Closing Board. Immediately prior to the Closing Date, the Board of Directors of VPI consisted of the following five (5) members: (i) Dr. Nathan Trevorrow — Chairman of the Board and Chief Executive Officer; (ii) Marissa Sung-Avila — Director, President, and Chief Operating Officer; (iii) Franklin Yee — Director, designee of Ridgecrest Ventures Fund III, L.P.; (i

ARTICLE III — GOVERNMENT SECURITY COMMITTEE

Section 3.1 — Establishment Effective as of the Closing Date, the Board shall establish a standing committee designated the "Government Security Committee" (the "GSC"), which shall operate as a committee of the Board with the exclusive authority set forth in Article IV and the duties, responsibilities, and operating procedures set forth in this Article III. The establishment of the GSC is a material term of the NSA a

Section 3.2 — Composition The GSC shall consist exclusively of the three (3) Security Board Members. The Security Director shall serve as the chair of the GSC and shall preside over all meetings and proceedings thereof. No HSAG Designee may serve on the GSC, attend meetings of the GSC (whether in person, by telephone, by videoconference, or by any other means), or receive, review, or have access to the minutes, mater

Section 3.3 — Quorum and Voting (a) Quorum. A quorum of the GSC shall consist of two (2) of the three (3) Security Board Members, at least one (1) of whom must be the Security Director, except during any period of temporary vacancy in the Security Director position, during which any two (2) Security Board Members shall constitute a quorum. (b) Voting. All decisions of the GSC shall be by majority vote of the members

Section 3.4 — Meetings (a) Frequency. The GSC shall meet no fewer than four (4) times per calendar year (i.e., at least quarterly), and additionally as needed to address matters within its exclusive authority. Special meetings may be called by the Security Director, by any Security Board Member, or at the request of the Government Parties or the Third-Party Monitor. (b) Location and Manner. Meetings of the GSC may be

Section 3.5 — Reporting to Government Parties (a) Quarterly Reports. The GSC shall provide quarterly reports to the Government Parties (through DCSA and the monitoring agencies designated in the NSA) summarizing the following matters: (i) The status of VPI's classified and ITAR-controlled programs, including contract performance, milestone achievements, and any material changes to program scope, schedule, or budget;

Section 3.6 — GSC Support and Resources (a) Staff Support. VPI shall provide the GSC with dedicated staff support sufficient to enable the GSC to discharge its duties effectively, including direct access to VPI's Facility Security Officer (initially Col. (Ret.) Bryce Hendrickson), VPI's information security personnel, and such other VPI employees as the GSC may reasonably request. (b) Funding. VPI shall bear all reas

Section 3.7 — Limited Information Sharing with HSAG Designees The GSC may, in its sole and absolute discretion, share certain limited, unclassified, and non-controlled summary information with HSAG Designees regarding matters within the GSC's exclusive authority, provided that all of the following conditions are satisfied: (a) Such information has been reviewed and expressly approved for release by a majority vote of

ARTICLE IV — EXCLUSIVE AUTHORITY OF THE GSC

Section 4.1 — Matters Requiring GSC-Only Approval The following matters are within the exclusive authority of the GSC, and no action may be taken by VPI, the Board, HSAG, Buyer, or any officer, employee, or agent of VPI with respect to any such matter without the prior approval of the GSC (and, where indicated below or in Section 4.2, the Government Parties). The full Board, the HSAG Designees, and HSAG shall have no

Section 4.2 — Government Party Approval Requirements Certain matters within the GSC's exclusive authority additionally require the prior written approval of the Government Parties (which approval may be granted through the CFIUS Staff Chair, the Department of Defense monitoring representative, or the Department of Energy monitoring representative, as applicable). Such matters include: (a) Any change to the identity o

ARTICLE V — AUTHORITY OF THE FULL BOARD

Section 5.1 — Matters Requiring Full Board Approval The following matters require the approval of the full Board of Directors of VPI, acting through the affirmative vote of a majority of directors present at a duly constituted meeting at which a quorum (as defined in Section 5.2) is present. The full Board's authority under this Article V is subject in all respects to the exclusions set forth in Article IV, and the f

Section 5.2 — Quorum for Full Board (a) Quorum. A quorum of the full Board of Directors shall consist of three (3) of the five (5) directors, provided that such quorum must include at least one (1) Security Board Member and at least one (1) HSAG Designee. If a quorum cannot be assembled due to a vacancy, the remaining directors shall use best efforts to fill such vacancy in accordance with Article II before taking ac

Section 5.3 — Information Access for Full Board Meetings (a) Pre-Meeting Review. All materials proposed for distribution in connection with meetings of the full Board shall be reviewed in advance by the GSC (or the FSO acting at the direction of the GSC) to ensure that no Classified Information, Controlled Technical Data, Controlled Unclassified Information, or ITAR/EAR-controlled information is included. The GSC sha

ARTICLE VI — PERSONNEL CONTINUITY REQUIREMENTS

Section 6.1 — Key Personnel The following individuals are designated as "Key Personnel" under the NSA and shall remain employed by VPI in their current capacities (or in substantially equivalent capacities approved by the GSC and the Government Parties) for a minimum period of twenty-four (24) months following the Closing Date, that is, through at least February 9, 2026: (a) Dr. Nathan Trevorrow — Founder and Chief E

Section 6.2 — Replacement of Key Personnel If any Key Personnel departs from VPI (whether by voluntary resignation, termination, death, disability, or any other reason) during the twenty-four (24) month continuity period, the following requirements shall apply: (a) Approval. Any proposed replacement for a departing Key Personnel must be approved by the GSC and by DCSA prior to appointment; (b) Qualifications. The pro

Section 6.3 — Facility Security Officer Col. (Ret.) Bryce Hendrickson shall continue to serve as VPI's Facility Security Officer ("FSO") under the oversight of DCSA. The FSO is responsible for the implementation and administration of VPI's industrial security program in accordance with the NISPOM (32 C.F.R. Part 117), including the processing of personnel security clearances, the maintenance of VPI's Facility Securit

ARTICLE VII — INFORMATION BARRIERS AND DATA SEGREGATION

Section 7.1 — Information Barriers VPI shall establish and maintain robust information barriers, consistent with the Technology Control Plan (Annex B) and the Cybersecurity Requirements (Annex D), between: (a) The GSC and its classified and controlled activities (including all classified programs, ITAR/EAR-controlled operations, personnel security functions, and facility security operations), on the one hand, and HSA

Section 7.2 — Physical and Logical IT Segregation (a) Network Separation. VPI's information technology systems and networks, including all systems that process, store, or transmit Classified Information, CUI, or ITAR/EAR-controlled data, must be physically and logically separated from HSAG's global IT network. No interconnection, whether direct or through intermediate systems, shall exist between VPI's classified or

Section 7.3 — Document and Records Management Classified documents, controlled technical data, and other sensitive materials shall be stored, transmitted, and destroyed in accordance with DCSA requirements, NISPOM provisions, and the Technology Control Plan (Annex B). Board-level records shall be maintained in two separate, distinct repositories as follows: (a) GSC Repository. All minutes, materials, reports, agendas

ARTICLE VIII — COORDINATION WITH THIRD-PARTY MONITOR

Section 8.1 — Monitor Engagement The Third-Party Monitor for purposes of the NSA and this Annex is Whitmore Compliance Group LLC, a limited liability company organized under the laws of the Commonwealth of Virginia, with offices at 1300 Crystal Drive, Suite 710, Arlington, Virginia 22202. The principal of the Third-Party Monitor is Gerald Whitmore, a former Special Agent and Section Chief of the Counterintelligence D

Section 8.2 — GSC Cooperation with Monitor The GSC shall cooperate fully and in good faith with the Third-Party Monitor in the performance of the Monitor's duties under the Third-Party Compliance Monitor Agreement, including, without limitation: (a) Providing the Third-Party Monitor with timely access to all GSC minutes, materials, reports, and records, at the appropriate classification level, given Mr. Whitmore's ac

Section 8.3 — Annual Compliance Audit (a) Audit Requirement. The Third-Party Monitor shall conduct an annual compliance audit of VPI's compliance with the NSA, this Annex, and all other Annexes to the NSA, in accordance with the template and methodology set forth in Annex E (Compliance Audit Template) to the NSA. The annual audit shall encompass all matters within the GSC's exclusive authority as well as full Board g

ARTICLE IX — REPORTING AND NOTIFICATIONS

Section 9.1 — Quarterly GSC Reports The GSC shall submit quarterly reports to the Government Parties covering the matters described in Section 3.5(a) of this Annex. Quarterly reports shall be submitted within thirty (30) calendar days following the end of each calendar quarter (i.e., by April 30, July 31, October 31,