Contract analysis

I. Purpose and Background We write on behalf of our client, Halcyon Semiconductor Aktiengesellschaft ("HSAG"), in connection with the preparation and filing of a joint voluntary notice (the "Notice") with the Committee on Foreign Investment in the United States ("CFIUS") relating to HSAG's proposed acquisition of Marlowe Asset Management Photonics Inc. ("VPI"). As you are aware, HSAG, acting through its wholly-owned

II. Overview of the Joint Voluntary Notice Structure Consistent with the requirements of 31 C.F.R. Part 800, Subpart E, the Notice will be prepared and filed jointly by the parties — that is, by HSAG (as the foreign acquiring person) and by VPI and the Selling Shareholders (as the U.S. business and the parties to the transaction). The Notice will be submitted to CFIUS through Treasury OIS and will consist of a main n

III. Calderwood & Harkness Responsibilities (Buyer's Counsel) C&H will assume primary drafting responsibility for the following sections and exhibits of the Notice: 3.1 Main Notice Body — Buyer-Side Sections C&H will prepare all sections of the main notice body relating to the identification and description of HSAG and its affiliates, including the following: (a) Identification and Description of HSAG. Full legal nam

IV. Wethersfield & Gale Responsibilities (Seller's / Target's Counsel) W&G will assume primary drafting responsibility for the following sections and exhibits of the Notice: 4.1 Main Notice Body — Target-Side Sections W&G will prepare all sections of the main notice body relating to the identification and description of VPI, including the following: (a) Identification and Description of VPI. Full legal name: Marlowe

1. U.S. Army CERDEC (Communications-Electronics Research, Development and Engineering Center) — GaN HEMT modules for the AN/TPS-80 Ground/Air Task-Oriented Radar (G/ATOR) system — Remaining backlog: $52.3 million.

2. Air Force Research Laboratory (AFRL) — Next-generation mmWave power amplifiers for advanced electronic warfare and communications applications — Remaining backlog: $41.7 million.

3. Missile Defense Agency (MDA) — GaN-based transmit/receive modules for ground-based missile defense radar systems — Remaining backlog: $38.9 million.

4. Subcontract to Ironclad Defense Systems Inc. (prime contractor to U.S. Navy, Naval Sea Systems Command (NAVSEA)) — GaN components for naval radar modernization — Remaining backlog: $34.1 million.

5. Department of Homeland Security, Science and Technology Directorate (DHS S&T) — Radio frequency components for border surveillance systems — Remaining backlog: $26.0 million. The aggregate remaining backlog across all fourteen active contracts is approximately $193.0 million. We expect that this government contract portfolio will be a focal point of the CFIUS review, and we recommend that the contract descriptions

V. Shared Responsibilities and Coordination 5.1 Joint Sections of the Notice Certain sections of the Notice will require input from both parties and should be drafted collaboratively. We propose the following approach: (a) Transaction Rationale and Business Purpose. C&H will prepare the initial draft of the transaction rationale section, describing HSAG's strategic reasons for acquiring VPI (including expansion of HS

VI. Points of Contact The following C&H personnel will serve as the primary points of contact for the preparation of the CFIUS Notice: Margaret "Peggy" Ashworth — Of Counsel, National Security & CFIUS Calderwood & Harkness LLP 1750 K Street NW, Suite 800, Washington, DC 20006 Tel: (202) 555-4112 | Email: mashworth@calderwoodharkness.com Lt. Col. (Ret.) David Caruso — Senior Counsel, Government Contracts & Export Cont

VII. Confidentiality and Privilege We wish to remind both teams that all communications, drafts, memoranda, and work product relating to the preparation and filing of the CFIUS Notice are subject to the protections of the attorney-client privilege and the attorney work product doctrine. In addition, to the extent that C&H and W&G are sharing information and coordinating legal strategy in connection with the joint fil

VIII. Closing We appreciate your attention to this letter and the collaborative approach that your team has demonstrated throughout the planning stages of this filing. Given the national security sensitivities inherent in VPI's business and the importance of presenting a thorough and well-organized Notice to the Committee, we believe that close coordination between our respective teams is essential. We respectfully r