Contract analysis

I. Introduction and Purpose This letter is submitted by the undersigned, Margaret "Peggy" Ashworth, Of Counsel in the National Security & CFIUS Practice of Calderwood & Harkness LLP, on behalf of Halcyon Semiconductor Aktiengesellschaft ("HSAG") and Halcyon US Holdings Inc. ("Halcyon US Holdings"), a Delaware corporation and wholly owned subsidiary of HSAG formed on June 5, 2023, to serve as the acquisition vehicle f

II. Procedural Context of this Submission For the Committee's convenience, we briefly recount the procedural posture of this matter. On July 14, 2023, HSAG and VPI filed a voluntary joint notice with CFIUS pursuant to 31 C.F.R. § 800.501, notifying the Committee of the proposed acquisition. The joint notice was accepted by the Committee on July 21, 2023, thereby commencing the initial 45-day review period under 31 C.

III. Transaction Summary By way of brief background, the proposed transaction is structured as follows: HSAG (Industriestraße 44, 01099 Dresden, Saxony, Germany), a semiconductor manufacturer and designer publicly traded on the Frankfurt Stock Exchange (XETRA ticker symbol: HLC), with a market capitalization of approximately €14.8 billion as of June 1, 2023, and reported fiscal year 2022 revenue of approximately €6.1

IV. Description of Enclosed Supplemental Response The enclosed substantive response (Enclosure 1) addresses all twenty-two (22) questions posed in the Second RFI in a comprehensive and detailed manner. The questions fall into four principal subject-matter categories, which we summarize below for the Committee's reference:

1. VPI intellectual Property Transfer Risks (Questions 1–8). The substantive response provides detailed information regarding HSAG's plans — or, as the case may be, the confirmed absence of any plans — to transfer VPI proprietary technology to any non-U.S. person or entity following the closing of the proposed acquisition. VPI's intellectual property portfolio includes forty-seven (47) granted U.S. patents and twelve

2. Supply Chain Dependencies (Questions 9–14). The substantive response provides a thorough analysis of VPI's supply chain for silicon-carbide (SiC) substrates, epitaxial materials, metallization and packaging components, and related critical inputs. This analysis demonstrates that VPI's supply chain is sourced exclusively from suppliers located in the United States and allied nations — specifically, Japan, the Unite

3. HSAG's Relationships with Non-Allied Foreign Governments (Questions 15–19). The substantive response provides supplemental disclosures regarding HSAG's operations in and contractual relationships with non-allied foreign jurisdictions, as requested by the Committee. As previously disclosed in the joint notice and the First Supplemental Response, HSAG maintains a subsidiary in the People's Republic of China — Halcyo

4. Personnel Continuity Plans for Cleared VPI Employees (Questions 20–22). The substantive response sets forth HSAG's detailed plans for the retention of VPI's cleared workforce following consummation of the proposed acquisition. VPI currently employs approximately 486 individuals, of whom 212 hold active personnel security clearances at various levels. HSAG's response addresses its commitment to the retention and co

V. List of Enclosed Materials The following materials are enclosed with this cover letter: Enclosure 1: Second RFI — Substantive Response. This enclosure contains the narrative responses to all twenty-two (22) questions set forth in the Second RFI, together with appended documentary exhibits referenced therein. The Substantive Response comprises approximately 187 pages, including exhibits. Enclosure 2: Supplemental E

VI. Coordination with Seller's Counsel We confirm that the enclosed responses were prepared in close coordination with Wethersfield & Gale LLP, counsel to VPI and the selling shareholders. The Wethersfield & Gale team is led by Harrison Whitfield, lead partner, and Tobias Kwan, senior associate, with offices at 2000 Pennsylvania Avenue NW, Suite 600, Washington, DC 20006. Certain of the responses enclosed herein inco

VII. Certification of Accuracy In accordance with the requirements of 31 C.F.R. § 800.502, HSAG and VPI certify that the information provided herein and in the enclosed materials is, to the best of the knowledge and belief of the undersigned and the parties, true, correct, and complete. The parties understand the obligations imposed by 31 C.F.R. § 800.502 and the consequences of submitting materially false or mislead

VIII. Offer of Cooperation and Availability HSAG reiterates its unwavering commitment to full and transparent cooperation with CFIUS and the co-lead agencies — the Department of Defense and the Department of Energy — throughout the investigation phase and any subsequent proceedings. HSAG recognizes the importance of addressing the Committee's national security concerns thoroughly and in good faith, and HSAG is prepar

IX. Contact Information for Further Communications All further communications regarding this submission and the CFIUS review of the proposed transaction should be directed to the following individuals: Primary Contact: Margaret "Peggy" Ashworth, Of Counsel National Security & CFIUS Practice Calderwood & Harkness LLP 1750 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 554-7244 Email: mashworth@calderwood