Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below. All capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the NSA, including those terms defined in NSA Annex A (Definitions). (a) "Ad Hoc Review" means a targeted review of one or more specific areas of NSA compliance, initiated by the Monitor p

ARTICLE II — APPOINTMENT AND TERM

Section 2.1 — Appointment. HSAG, Halcyon US Holdings, and VPI hereby appoint WCG as the third-party compliance monitor under the NSA, and WCG hereby accepts such appointment, subject to the terms and conditions set forth in this Agreement. WCG shall serve as the sole third-party compliance monitor under the NSA unless and until replaced in accordance with Article X.

Section 2.2 — Effective Date. This Agreement shall be effective as of January 19, 2024, co-terminus with the execution date of the NSA.

Section 2.3 — Initial Term. The initial term of this Agreement shall be three (3) years from the Effective Date, commencing on January 19, 2024 and expiring on January 19, 2027 (the "Initial Term"), unless earlier terminated in accordance with Article X.

Section 2.4 — Renewal. Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive periods of one (1) year each (each, a "Renewal Term" and, together with the Initial Term, the "Term"), unless (a) terminated in accordance with Article X, (b) the NSA has expired or been terminated, or (c) CFIUS Monitoring Agencies have directed the replacement of WCG. Each renewal shall be subject

Section 2.5 — Relationship to NSA. This Agreement is entered into pursuant to, and is governed by, the requirements of the NSA. The obligations set forth in this Agreement are intended to supplement, implement, and effectuate the monitoring and compliance requirements of the NSA. In the event of any conflict, inconsistency, or ambiguity between any provision of this Agreement and any provision of the NSA (including i

Section 2.6 — CFIUS Approval. WCG's appointment as the third-party compliance monitor was approved by CFIUS on December 8, 2023, following a vetting process conducted by the CFIUS Monitoring Agencies. Any replacement of WCG as the third-party compliance monitor, whether by reason of termination, resignation, removal, or otherwise, must receive prior written approval from the CFIUS Monitoring Agencies before such repl

ARTICLE III — SCOPE OF MONITORING SERVICES

Section 3.1 — General Scope. WCG shall monitor HSAG's, Halcyon US Holdings', and VPI's compliance with all obligations, conditions, requirements, and restrictions set forth in the NSA, including, without limitation, the annexes and supplements thereto. The monitoring services to be performed by WCG shall include, but shall not be limited to, the specific areas of compliance oversight specified in Sections 3.2 through

Section 3.2 — Board Governance and GSC Compliance. WCG shall monitor compliance with the corporate governance requirements of the NSA, including the following: (a) Verification that the reconstituted Board of Directors of VPI is comprised of five (5) members, consisting of three (3) Security Board Members who are United States citizens and who hold or are eligible to hold TS/SCI security clearances (including the ind

Section 3.3 — Technology Control Plan (TCP) Compliance. WCG shall monitor adherence to the Technology Control Plan set forth in NSA Annex B, including the following: (a) Verification that no VPI ITAR- or EAR-controlled technical data, technology, or defense articles have been transferred, disclosed, or made available to any non-U.S. person, including any HSAG employee, agent, or affiliate, without prior authorization

Section 3.4 — Facility Security and Access Controls. WCG shall monitor compliance with the facility security and access control requirements of the NSA, including the following: (a) Verification of compliance with NSA Annex F (Facility Access Procedures) governing all visits by HSAG personnel (including employees, agents, consultants, and representatives of HSAG and its non-U.S. affiliates) to any VPI facility; (b) V

Section 3.5 — Cybersecurity Compliance. WCG shall monitor compliance with the cybersecurity requirements of the NSA, including the following: (a) Verification of compliance with NSA Annex D, which requires VPI to maintain cybersecurity controls consistent with the National Institute of Standards and Technology Special Publication 800-171 (NIST SP 800-171), Revision 2 or any successor revision, for the protection of C

Section 3.6 — Data Segregation. WCG shall monitor the physical and logical separation of VPI's information technology systems and data from HSAG's global network and information infrastructure, including the following: (a) Audit and review of VPI's network architecture, including network diagrams, system topology documentation, firewall configurations, and virtual private network ("VPN") access controls, to verify th

Section 3.7 — Personnel Continuity. WCG shall monitor compliance with the Key Personnel retention requirements of the NSA, including the following: (a) Verification that each Key Personnel member — specifically, Dr. Nathan Trevorrow (CEO), Marissa Sung-Avila (President and COO), and Col. (Ret.) Bryce Hendrickson (VP Government Programs / FSO) — remains employed by VPI in their respective positions for a minimum perio

Section 3.8 — Pre-Notification of Material Changes. WCG shall monitor compliance with the pre-notification requirements of the NSA, including the following: (a) Verification that HSAG provides written notice to CFIUS at least thirty (30) calendar days prior to any material change to VPI's business, operations, or organizational structure, including, without limitation, any proposed divestiture of VPI assets or busine

Section 3.9 — Government Contracts and Export Control Compliance. WCG shall monitor VPI's government contracts and export control compliance, including the following: (a) Monitoring of the continuity, performance, and compliance status of VPI's fourteen (14) active contracts with the United States Department of Defense, which represent an aggregate contract backlog of approximately one hundred ninety-three million do

ARTICLE IV — ANNUAL COMPLIANCE AUDIT

Section 4.1 — Timing. WCG shall conduct a comprehensive Annual Compliance Audit covering all obligations, conditions, and requirements of the NSA. The first Annual Compliance Audit shall be completed, and the corresponding Annual Compliance Report submitted, no later than January 19, 2025 (one year from the Effective Date). Subsequent Annual Compliance Audits shall be conducted on an annual basis, with the Annual Com

Section 4.2 — Audit Plan. Not less than thirty (30) calendar days prior to the commencement of each Annual Compliance Audit, WCG shall prepare and submit a detailed annual audit plan (the "Audit Plan") to the CFIUS Monitoring Agencies and the Government Security Committee. The Audit Plan shall describe the proposed scope, methodology, timeline, and resource allocation for the forthcoming audit, including the identifi

Section 4.3 — Audit Scope. Each Annual Compliance Audit shall cover all areas specified in Article III, Sections 3.2 through 3.9, and shall include, at a minimum, the following activities: (a) Review of all corporate governance documents, including VPI's certificate of incorporation, bylaws, board resolutions, committee charters, and related organizational documents, as well as all Board of Directors and Government S

Section 4.4 — Audit Report. Following the completion of each Annual Compliance Audit, WCG shall prepare a comprehensive written Annual Compliance Report in accordance with the template and format set forth in NSA Annex E (Annual Compliance Report Template). Each Annual Compliance Report shall include, at a minimum, the following: (a) An executive summary of the audit scope, methodology, and key findings; (b) A detail

Section 4.5 — Report Distribution. Annual Compliance Reports shall be submitted simultaneously to the following recipients: (a) The CFIUS Monitoring Agencies, including the Defense Counterintelligence and Security Agency (DCSA), the United States Department of the Treasury (Office of Investment Security), the United States Department of Defense, and the United States Department of Energy, at the addresses and through

Section 4.6 — Report Timeline. The Annual Compliance Audit process shall adhere to the following timeline: (a) WCG shall provide a draft of the Annual Compliance Report to HSAG (through General Counsel Stefan Lohse) and VPI (through the Government Security Committee) for a factual accuracy review, which review period shall not exceed ten (10) business days from the date of delivery of the draft report; (b) HSAG and V

ARTICLE V — AD HOC REVIEWS AND INCIDENT INVESTIGATIONS

Section 5.1 — Ad Hoc Reviews. WCG may conduct Ad Hoc Reviews at any time during the Term of this Agreement, based on any one or more of the following circumstances: (a) A request from any CFIUS Monitoring Agency directing or recommending a targeted review of one or more specific areas of NSA compliance; (b) A request from the Government Security Committee of VPI identifying a specific area of concern and requesting W

Section 5.2 — Incident Investigations. Upon becoming aware of any actual or suspected Incident (as defined in Section 1.1(k)), WCG shall promptly initiate an investigation. Each incident investigation shall include the following: (a) Immediate Notification. WCG shall provide immediate written notification to the CFIUS Monitoring Agencies within forty-eight (48) hours of WCG becoming aware of the actual or suspected I

Section 5.3 — Cooperation with Government Investigations. WCG shall fully cooperate with any investigation conducted by the CFIUS Monitoring Agencies or any other United States Government agency relating to compliance with the NSA or to potential violations of law arising from the Transaction. Such cooperation shall include, without limitation, providing the CFIUS Monitoring Agencies with access to all Monitor work p

Section 5.4 — Remediation Tracking. WCG shall establish and maintain a formal remediation tracking process to monitor and verify the implementation of all corrective actions recommended in any Ad Hoc Review report, incident investigation report, or Annual Compliance Report. WCG shall track each recommended corrective action through to completion, documenting the status, progress, and effectiveness of remediation effo

Section 6.1 — Unrestricted Access. HSAG, Halcyon US Holdings, and VPI shall provide WCG and Monitor Personnel with full, prompt, and unrestricted access to the following, as reasonably necessary for WCG to perform its monitoring, auditing, and reporting obligations under this Agreement and the NSA: (a) All VPI facilities, including the Colorado Springs headquarters at 7400 Ridgeline Parkway, Colorado Springs, CO 8091

Section 6.2 — HSAG Facilities. WCG shall have reasonable access to HSAG facilities, including without limitation the offices of Halcyon US Inc. at 11501 Alterra Parkway, Suite 300, Austin, TX 78758, and HSAG's headquarters at Industriestraße 44, 01099 Dresden, Saxony, Germany, to the extent reasonably necessary for WCG to verify data segregation, network separation, and compliance with technology transfer restriction

Section 6.3 — No Obstruction. HSAG, Halcyon US Holdings, and VPI shall not obstruct, impede, delay, or interfere with WCG's exercise of its access rights under this Article VI. Any delay, denial, or restriction of access by HSAG, Halcyon US Holdings, or VPI shall be reported by WCG immediately to the CFIUS Monitoring Agencies. HSAG, Halcyon US Holdings, and VPI shall instruct all of their respective employees, office

Section 6.4 — Clearance Requirements for Monitor Personnel. All Monitor Personnel who require access to classified information or classified facilities in connection with the performance of monitoring services under this Agreement must hold appropriate United States Government security clearances at or above the level of the classified information or facility to be accessed. Gerald Whitmore's active TS/SCI security c

Section 6.5 — Notice of Visits. WCG shall provide reasonable advance written notice of not less than five (5) business days for scheduled site visits to VPI or HSAG facilities, except in the case of incident investigations or other circumstances in which WCG determines, in its sole professional judgment, that immediate access is warranted to protect the integrity of an investigation or to address an urgent national s

Section 7.1 — Monitor Independence. WCG is an independent contractor and shall at all times maintain its independence from HSAG, Halcyon US Holdings, and VPI. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between WCG and any other Party. WCG shall determine the manner and means by which it performs the monitoring services r

Section 7.2 — No Conflicts of Interest. WCG represents and warrants that, as of the Effective Date, neither WCG nor any Monitor Personnel has any direct or indirect financial interest in, employment relationship with, or material business relationship with HSAG, Halcyon US Holdings, VPI, or any of their respective affiliates, subsidiaries, directors, officers, employees, or major shareholders, including without limit

Section 7.3 — Duty to Government. WCG acknowledges and agrees that, notwithstanding the fact that WCG's fees and expenses are paid by HSAG, WCG's primary duty and obligation under this Agreement and the NSA is to CFIUS and the CFIUS Monitoring Agencies. WCG's findings, conclusions, assessments, opinions, and recommendations shall be based solely on WCG's independent professional judgment and shall not be subject to t

Section 7.4 — No Management Authority. WCG shall have no authority to manage, direct, control, or make business decisions for VPI, Halcyon US Holdings, or HSAG. WCG's role is strictly limited to monitoring, auditing, investigating, and reporting on compliance with the NSA. WCG shall not participate in or attempt to influence the management or operations of VPI, Halcyon US Holdings, or HSAG, other than through the iss

Section 7.5 — Annual Conflict Certification. WCG shall provide a written annual certification of independence and absence of conflicts of interest to the CFIUS Monitoring Agencies concurrently with the submission of each Annual Compliance Report. Such certification shall be executed by Gerald Whitmore and shall confirm that, during the preceding twelve-month period, (a) WCG and all Monitor Personnel have maintained t

Section 8.1 — Annual Fee. In consideration of the monitoring services to be performed by WCG under this Agreement, HSAG shall pay WCG an annual monitoring fee of one million two hundred thousand United States dollars ($1,200,000) (the "Annual Fee"). The Annual Fee covers all monitoring activities within the scope of the Annual Compliance Audit as described in Articles III and IV, as well as WCG's general ongoing moni

Section 8.2 — Quarterly Payments. The Annual Fee shall be payable in four (4) equal quarterly installments of three hundred thousand United States dollars ($300,000) each. Quarterly installments shall be due and payable on the nineteenth (19th) day of each calendar quarter during the Term, as follows: April 19, July 19, October 19, and January 19. The first quarterly installment shall be due on April 19, 2024. Paymen

Section 8.3 — CPI Adjustment. The Annual Fee shall be adjusted on each anniversary of the Effective Date (commencing on January 19, 2025) based on the percentage change in the United States Bureau of Labor Statistics Consumer Price Index for All Urban Consumers (CPI-U), U.S. City Average, All Items (not seasonally adjusted), for the twelve (12)-month period ending on the most recently published index prior to the app

Section 8.4 — Additional Fees for Ad Hoc Reviews and Incident Investigations. Fees for Ad Hoc Reviews and incident investigations requested by CFIUS Monitoring Agencies, initiated by the Government Security Committee, or initiated by WCG pursuant to Section 5.1(c) or (d), to the extent that such activities are conducted beyond the scope of the Annual Compliance Audit, shall be billed on a time-and-materials basis at

Section 8.5 — Expenses. HSAG shall reimburse WCG for all reasonable and documented out-of-pocket expenses incurred by WCG and Monitor Personnel in connection with the performance of monitoring services under this Agreement, including travel (economy or business class for flights exceeding four hours), lodging, ground transportation, meals, and related costs. All reimbursable expenses shall be documented with original

Section 8.6 — Payment Obligation Borne by HSAG. All fees, expenses, and other amounts payable under this Agreement are the sole financial obligation of HSAG. VPI shall have no obligation to pay any Monitor fees, expenses, or other amounts under this Agreement. In the event that Halcyon US Holdings is designated as the paying entity for administrative convenience, HSAG shall guaranty and remain ultimately liable for a

Section 8.7 — Late Payments. Any payment not received by WCG on or before the applicable due date shall bear interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if lower) from the due date until the date of actual payment. The accrual of late payment interest shall not constitute a waiver of any other rights or remedies available to WCG under this Agreem

Section 8.8 — No Linkage of Payment to Findings. HSAG's obligation to pay all fees, expenses, and other amounts under this Agreement is unconditional and absolute, and shall not be contingent upon, affected by, reduced on account of, or otherwise linked to WCG's findings, conclusions, assessments, or recommendations. No finding of compliance, non-compliance, or any other determination by WCG shall give rise to any ri

ARTICLE IX — REPORTING OBLIGATIONS

Section 9.1 — Reports to CFIUS Monitoring Agencies. WCG shall submit the following reports and communications directly to the CFIUS Monitoring Agencies: (a) Annual Compliance Report. The Annual Compliance Report prepared in accordance with Article IV, submitted on or before each anniversary of the Effective Date; (b) Ad Hoc Review Reports. Written reports following the completion of each Ad Hoc Review conducted pursu

Section 9.2 — Reports to HSAG and VPI. Copies of all reports and communications submitted by WCG to the CFIUS Monitoring Agencies under Section 9.1 shall be provided simultaneously to HSAG (through General Counsel Stefan Lohse) and VPI's Government Security Committee, except to the extent that classified information or information designated as restricted by the CFIUS Monitoring Agencies is contained therein and cann

Section 9.3 — Form of Reports. All reports, communications, and correspondence required under this Agreement shall be prepared and submitted in written English. All reports shall be submitted in both electronic format (encrypted PDF transmitted via approved secure channels) and hard copy format. Classified reports and communications shall be handled, stored, transmitted, and protected in strict accordance with applic

Section 9.4 — Record Retention. WCG shall retain all work papers, audit files, reports, correspondence, interview notes, supporting documentation, and all other records relating to the performance of monitoring activities under this Agreement for a period of not less than seven (7) years following the later of (a) the termination of this Agreement or (b) the expiration or termination of the NSA. All such records shal

Section 9.5 — Direct Communication with CFIUS. WCG may communicate directly with the CFIUS Monitoring Agencies at any time, without prior notice to, consent of, or consultation with HSAG, Halcyon US Holdings, or VPI. This right of direct communication is fundamental to WCG's independence and its duty to the United States Government and shall not be curtailed, conditioned, or restricted in any manner by any Party.

ARTICLE X — TERM AND TERMINATION

Section 10.1 — Term. The initial term of this Agreement shall be three (3) years, commencing on January 19, 2024 and expiring on January 19, 2027, subject to automatic annual renewal as provided in Section 2.4. This Agreement is co-terminus with the NSA, and the Term shall not extend beyond the effective period of the NSA unless otherwise directed by the CFIUS Monitoring Agencies.