Contract analysis

I. Introduction and Purpose Calderwood & Harkness LLP serves as counsel to Halcyon Semiconductor Aktiengesellschaft ("HSAG"), a publicly traded German semiconductor company listed on the Frankfurt Stock Exchange (XETRA: HLC), headquartered at Industriestraße 44, 01099 Dresden, Saxony, Federal Republic of Germany. We submit this letter on behalf of HSAG in connection with the above-referenced matter and in furtherance

II. Summary of Board Governance Requirements Under the Draft NSA Before addressing each individual nominee, it is useful to summarize the governance architecture contemplated by the draft NSA, as the proposed nominees have been selected specifically to satisfy the requirements set forth therein. A. Board Reconstitution

Article IV, Section 4.1 of the draft NSA provides that, effective upon the closing of the transaction, VPI's board of directors shall be reconstituted to consist of five (5) members in the following composition: (a) Three (3) Security Board Members, each of whom must be a citizen of the United States and must hold or be eligible to hold a security clearance at the TS/SCI level. At least one Security Board Member must

Article IV, Section 4.3 of the draft NSA establishes the Government Security Committee, to be composed of the three Security Board Members, with the following exclusive authorities: (i) Classified Program Oversight. The GSC shall exercise exclusive oversight authority over all programs, contracts, and activities involving classified information at any level. VPI currently holds a Facility Security Clearance at the SE

III. Nominee 1 — Colonel (Retired) Bryce Hendrickson, USAF A. Current Position and Role Colonel (Retired) Bryce Hendrickson, United States Air Force, currently serves as Vice President, Government Programs, at Marlowe Asset Management Photonics Inc. In this capacity, Col. Hendrickson is responsible for the management and oversight of all VPI government contracts, facility security operations, personnel security admin

IV. Nominee 2 — Adrienne Delacroix A. Current Position and Role Adrienne Delacroix currently serves as an Independent Director on the board of directors of Marlowe Asset Management Photonics Inc. Ms. Delacroix has served in this capacity since 2018, providing independent oversight and governance to VPI's board. Importantly, Ms. Delacroix is not a designee of any shareholder group. She is not affiliated with, and was

V. Nominee 3 — Proposed Independent Security Director A. Rationale for the Independent Security Director Role

Article IV, Section 4.2 of the draft NSA requires that at least one of the three Security Board Members serve as an independent Security Director. The independent Security Director occupies a position of particular importance in the NSA's governance architecture: this individual serves as the primary safeguard against the risk that HSAG's ownership of VPI could compromise the security of classified information, ITAR-

VI. Collective Qualifications and Board Composition Analysis The three proposed Security Board Members collectively possess the qualifications and attributes necessary to provide robust national security oversight of VPI's operations following the closing of the transaction. Specifically: Security Clearances. All three nominees hold or are eligible to hold security clearances at the TS/SCI level. Col. Hendrickson hol

VII. Personnel Continuity Commitment The parties wish to address the relationship between the proposed Security Board Member nominations and the personnel continuity provisions of the draft NSA. Article VI, Section 6.2 of the draft NSA requires that three key VPI personnel remain employed by VPI for a minimum of twenty-four (24) months following the closing of the transaction: (a) Dr. Nathan Trevorrow, Founder and Ch

VIII. Process for Approval and Transition The parties respectfully request that the Committee review and approve the proposed Security Board Member nominees at the earliest opportunity, ideally in conjunction with the ongoing NSA negotiation sessions that commenced on November 9, 2023, and are expected to continue through December 15, 2023. Early resolution of the board composition issue will facilitate the finalizat

IX. HSAG Designees (Informational Reference) For the Committee's information, HSAG intends to designate two individuals to serve as the non-Security Board Members on VPI's reconstituted five-member board of directors. These designees will be senior HSAG executives or appointees selected by HSAG's management board (Vorstand) in consultation with HSAG's supervisory board (Aufsichtsrat). HSAG will provide the identities

X. Conclusion and Availability The parties respectfully request the Committee's timely review of and feedback on the three proposed Security Board Member nominees described in this letter. HSAG and VPI believe that the proposed nominees — Col. (Ret.) Bryce Hendrickson, Adrienne Delacroix, and the proposed independent Security Director — collectively possess the qualifications, experience, independence, and institutio