Contract analysis

I. OVERVIEW OF THE TRANSACTION A. Transaction Structure HSAG proposes to acquire one hundred percent (100%) of the outstanding equity interests of VPI through Halcyon US Holdings Inc. ("Halcyon Holdings"), a wholly owned special purpose acquisition vehicle. Halcyon Holdings is a Delaware corporation formed on June 5, 2023, for the sole purpose of consummating this transaction. Halcyon Holdings' registered agent is Na

II. DESCRIPTION OF THE ACQUIROR: HALCYON SEMICONDUCTOR AG A. Corporate Profile The acquiror's full legal name is Halcyon Semiconductor Aktiengesellschaft. HSAG is an Aktiengesellschaft — a public stock corporation organized under the laws of the Federal Republic of Germany. HSAG's global headquarters are located at Industriestraße 44, 01099 Dresden, Saxony, Germany. The company is registered in the German commercial

III. DESCRIPTION OF THE TARGET: Marlowe Asset Management PHOTONICS INC. A. Corporate Profile The target company's full legal name is Marlowe Asset Management Photonics Inc. VPI is a Delaware C-corporation, originally incorporated on February 14, 2009. Its Employer Identification Number is 26-4371885. VPI's corporate headquarters are located at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919. VPI's primary fa

IV. CFIUS JURISDICTIONAL BASIS HSAG recognizes and acknowledges that the proposed acquisition of VPI constitutes a "covered transaction" within the meaning of 31 C.F.R. § 800.213, as it involves the acquisition of control of a U.S. business by a foreign person. Specifically, HSAG, as a German Aktiengesellschaft, qualifies as a "foreign person" under 31 C.F.R. § 800.224, and VPI qualifies as a "U.S. business" under 31

V. HSAG'S PROPOSED MITIGATION APPROACH HSAG recognizes that the Committee may identify national security concerns arising from a foreign person's acquisition of a U.S. business with VPI's profile — particularly given VPI's involvement in critical defense technologies, its facility security clearance, its substantial cleared workforce, and its active classified and export-controlled programs. HSAG takes these concerns

VI. COUNSEL AND COORDINATION A. Buyer's Counsel HSAG is represented in this matter by Calderwood & Harkness LLP, with offices at the following locations: 1750 K Street NW, Suite 800 Washington, DC 20006 399 Park Avenue, 31st Floor New York, NY 10022 The primary point of contact for all CFIUS-related matters is: Margaret "Peggy" Ashworth Of Counsel, National Security & CFIUS Calderwood & Harkness LLP 1750 K Street NW,

1. Transaction overview and structure;

2. VPI's national-security-sensitive activities, including classified programs, export-controlled products, and facility security clearance;

3. HSAG's proposed mitigation framework;

4. Committee questions and discussion of areas of potential concern; and

5. Discussion of timeline and next steps for the joint voluntary notice filing. We are, of course, prepared to adjust this agenda to address topics the Committee considers most important.

VII. CONCLUSION AND REQUEST For the reasons set forth above, HSAG respectfully requests that the Office of Investment Security schedule a pre-filing consultation meeting at its earliest convenience during the week of June 19, 2023. HSAG and VPI believe that such a meeting will provide a valuable opportunity for the parties to introduce the transaction and the target's business to the Committee's staff, to identify ar