1032-00004 · Client 1032 · Closing

board-resolution-halcyon-us-holdings.docx DOCUMENT M&A / Corporate

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UNANIMOUS WRITTEN CONSENT OF THE SOLE DIRECTOR

OF HALCYON US HOLDINGS INC.

IN LIEU OF A SPECIAL MEETING

Entity: Halcyon US Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company")

Employer Identification Number: 93-2841067

Registered Office: 160 Greentree Drive, Suite 101, Dover, Delaware 19904 (c/o National Registered Agents of Delaware)

Date of Formation: June 5, 2023

Effective Date: February 9, 2024

The undersigned, being the sole member of the Board of Directors (the "Board") of Halcyon US Holdings Inc., a Delaware corporation (the "Company"), acting pursuant to and in accordance with Section 141(f) of the General Corporation Law of the State of Delaware (the "DGCL"), which permits any action required or permitted to be taken at a meeting of the board of directors to be taken without a meeting if all members of the board consent thereto in writing, and in accordance with Article III of the Amended and Restated Bylaws of the Company (the "Bylaws"), hereby adopts the following recitals and resolutions, effective as of February 9, 2024, with the same force and effect as if such resolutions had been duly adopted at a special meeting of the Board duly called and held for such purpose, at which the sole director was present and voting.

RECITALS

WHEREAS:

A. Formation and Purpose of the Company. The Company was incorporated in the State of Delaware on June 5, 2023, as a wholly owned subsidiary of Halcyon Semiconductor Aktiengesellschaft ("HSAG"), a publicly traded Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany, registered under HRB 28416 with the Amtsgericht (commercial register) Dresden, with its principal headquarters located at Industriestraße 44, 01099 Dresden, Saxony, Germany, and whose shares are listed and traded on the Frankfurt Stock Exchange under the ticker symbol XETRA: HLC. The Company was formed for the specific and exclusive purpose of serving as the acquisition vehicle for the acquisition (the "Acquisition") of one hundred percent (100%) of the outstanding equity interests of Marlowe Asset Management Photonics Inc. ("VPI"), a Delaware C-corporation incorporated on February 14, 2009, Employer Identification Number 26-4371885, with its principal offices located at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919. VPI is a leading developer and manufacturer of gallium nitride (GaN) semiconductor devices, including high-electron-mobility transistors (HEMTs), monolithic microwave integrated circuits (MMICs), and related photonic components for defense, aerospace, and commercial applications.

B. The Stock Purchase Agreement. On June 10, 2023, the Company (as Buyer), HSAG (as Parent Guarantor), VPI, and the stockholders of VPI (collectively, the "Sellers") entered into that certain Stock Purchase Agreement (the "SPA"), pursuant to which the Company agreed to acquire all of the issued and outstanding shares of capital stock of VPI from the Sellers. The Sellers include, without limitation: (i) Dr. Nathan Trevorrow and affiliated family trusts, holding approximately 22.4% of the outstanding equity of VPI; (ii) Marissa Sung-Avila, holding approximately 4.1% of the outstanding equity; (iii) Ridgecrest Ventures Fund III, L.P., holding approximately 31.7% of the outstanding equity; (iv) Cascadian Capital Partners Growth Fund II, L.P., holding approximately 24.3% of the outstanding equity; (v) various employee option holders, holding approximately 11.8% of the outstanding equity (on a fully diluted basis, after exercise of all in-the-money options); and (vi) various angel investors, holding approximately 5.7% of the outstanding equity. The aggregate base purchase price for the Acquisition is One Billion Four Hundred Twenty Million Dollars ($1,420,000,000) on a cash-free, debt-free basis, subject to a normalized net working capital adjustment with a target of Thirty-Four Million Six Hundred Thousand Dollars ($34,600,000), as set forth in SPA §2.5. The purchase price is payable one hundred percent (100%) in cash consideration at closing. In addition, the SPA provides for: (a) an escrow holdback in the amount of Seventy-One Million Dollars ($71,000,000), representing five percent (5%) of the base purchase price, to be deposited with Pinnacle Trust Company, N.A. (the "Escrow Agent"), with offices at 400 South LaSalle Street, Suite 1100, Chicago, Illinois 60605 (escrow officer: Lisa Trujillo), and held for a period of eighteen (18) months following the closing for the purpose of securing the Sellers' indemnification obligations under Article IX of the SPA; and (b) contingent earnout payments of up to Eighty-Five Million Dollars ($85,000,000), payable in two tranches — Fifty Million Dollars ($50,000,000) upon achievement of specified government-contract revenue milestones during calendar year 2024 and Thirty-Five Million Dollars ($35,000,000) upon achievement of specified government-contract revenue milestones during calendar year 2025 — bringing the maximum aggregate consideration payable in connection with the Acquisition to One Billion Five Hundred Five Million Dollars ($1,505,000,000).

C. Acquisition Financing. The Acquisition is being financed through a combination of senior secured debt and equity contributions, as follows: (i) a Nine Hundred Million Dollar ($900,000,000) senior secured term loan (the "Term Loan") pursuant to that certain Credit Agreement dated June 8, 2023 (the "Credit Agreement"), with Meridian National Bank, N.A. serving as administrative agent (the "Administrative Agent"), and Atlas Commercial Lending AG and Pacific Basin Credit Corp. serving as co-lead arrangers and joint bookrunners, with an interest rate of the Secured Overnight Financing Rate (SOFR) plus 275 basis points per annum, a five-year term maturing June 8, 2028, one percent (1%) annual amortization with quarterly installment payments, and a bullet payment of the remaining principal balance at maturity; and (ii) a Five Hundred Twenty Million Dollar ($520,000,000) equity contribution from HSAG (the "Equity Contribution"), funded from a combination of HSAG's balance sheet cash and a draw of approximately Three Hundred Million Euros (€300,000,000) on HSAG's existing revolving credit facility with Rheinische Handelsbank AG, Frankfurt am Main.

D. CFIUS Review and National Security Agreement. The Acquisition was subject to review by the Committee on Foreign Investment in the United States ("CFIUS") under Title VII of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), and the implementing regulations set forth at 31 C.F.R. Part 800, due to VPI's status as a "TID U.S. business" (as defined in 31 C.F.R. § 800.248) engaged in the development, production, and manufacture of "critical technologies" within the meaning of 31 C.F.R. § 800.215, including gallium nitride (GaN) semiconductor devices controlled under Export Control Classification Number (ECCN) 3A001 of the Export Administration Regulations (15 C.F.R. Parts 730–774), and defense articles and technical data controlled under International Traffic in Arms Regulations (ITAR) Category XI(a)(3) (22 C.F.R. § 121.1), and by reason of VPI's holding of both classified and unclassified contracts with the United States Department of Defense, including contracts administered by the Defense Contract Management Agency and the Missile Defense Agency. A voluntary joint notice under 31 C.F.R. § 800.501 was filed by the Company, HSAG, and VPI with CFIUS on July 14, 2023, and was accepted by CFIUS as complete on July 21, 2023, and assigned CFIUS Case Number CFIUS-023-07-3841. CFIUS conducted a forty-five (45) day review period commencing July 21, 2023 and concluding on September 3, 2023, followed by a forty-five (45) day investigation period commencing September 4, 2023 and concluding on October 18, 2023. During the investigation period and the subsequent negotiation period, CFIUS identified national security risks arising from the transaction that CFIUS determined could be mitigated through the negotiation and execution of a mitigation agreement. Accordingly, a National Security Agreement (the "NSA," docket reference NSA-2024-0019) was negotiated and executed on January 19, 2024, among HSAG, the Company, VPI, and the United States of America, acting through the U.S. Department of the Treasury, the U.S. Department of Defense, and the U.S. Department of Energy (collectively, the "Monitoring Agencies"). Following execution of the NSA, CFIUS issued a clearance letter dated January 26, 2024, providing a "safe harbor" under 50 U.S.C. § 4565(b)(1)(D) and confirming that there are no unresolved national security concerns with respect to the Acquisition and that CFIUS has concluded all action with respect to CFIUS Case Number CFIUS-023-07-3841. The NSA requires, among other things and as more fully described below: (a) reconstitution of VPI's board of directors; (b) establishment of a Government Security Committee ("GSC"); (c) implementation and maintenance of a Technology Control Plan ("TCP"); (d) engagement of a third-party compliance monitor; (e) physical and logical data segregation; (f) facility access restrictions; (g) personnel continuity requirements; and (h) ongoing compliance reporting to the Monitoring Agencies.

E. CFIUS Closing Conditions Under the SPA. Pursuant to SPA §7.1(c), the consummation of the Acquisition is conditioned upon, among other things: (i) the execution and delivery of the NSA by all parties thereto; (ii) the receipt by the Company of the CFIUS clearance letter (safe harbor) with respect to the Acquisition; (iii) the engagement of a third-party compliance monitor acceptable to CFIUS; (iv) the submission by VPI of all required notifications to the Defense Counterintelligence and Security Agency ("DCSA") regarding the change of ownership of a cleared contractor; and (v) the filing of all required change-of-ownership notifications with the Directorate of Defense Trade Controls ("DDTC") of the U.S. Department of State pursuant to ITAR § 122.4(a).

F. Sole Director. The sole director of the Company is Dr. Maximilian Ehrhardt, who also serves as the Chief Executive Officer (Vorstandsvorsitzender) of HSAG. Dr. Ehrhardt is authorized to act by written consent in lieu of a meeting of the Board of Directors of the Company pursuant to Section 141(f) of the DGCL and Article III, Section 8 of the Bylaws. The sole director has been fully informed of and has reviewed the terms and conditions of the SPA, the NSA, the Credit Agreement, the Escrow Agreement, and all other ancillary transaction documents, and has had the benefit of advice from Stillwell & Padilla LLP (U.S. counsel), Hale & Buchanan LLP (German counsel), and Ashford & Padilla LLP (CFIUS counsel) in connection with the foregoing matters.

NOW, THEREFORE, BE IT RESOLVED, that the sole director of the Company hereby adopts the following resolutions:

RESOLUTION 1

APPROVAL AND AUTHORIZATION OF CONSUMMATION OF THE ACQUISITION

RESOLVED, that the sole director of the Company hereby approves and authorizes the consummation of the Acquisition of one hundred percent (100%) of the issued and outstanding shares of capital stock of Marlowe Asset Management Photonics Inc. pursuant to and in accordance with the terms and conditions of the Stock Purchase Agreement dated June 10, 2023 (the "SPA"), among the Company (as Buyer), Halcyon Semiconductor Aktiengesellschaft (as Parent Guarantor), Marlowe Asset Management Photonics Inc., and the stockholders of Marlowe Asset Management Photonics Inc. (collectively, the "Sellers"), as such SPA may have been amended, supplemented, or otherwise modified prior to the date hereof; and it is further

RESOLVED, that the sole director hereby authorizes the Company to pay the base purchase price of One Billion Four Hundred Twenty Million Dollars ($1,420,000,000) in immediately available funds by wire transfer at the closing of the Acquisition (the "Closing"), which base purchase price shall be funded from the following sources: (a) Nine Hundred Million Dollars ($900,000,000) from the proceeds of the Term Loan under the Credit Agreement dated June 8, 2023, with Meridian National Bank, N.A. as administrative agent, and Atlas Commercial Lending AG and Pacific Basin Credit Corp. as co-lead arrangers; and (b) Five Hundred Twenty Million Dollars ($520,000,000) from the Equity Contribution of HSAG; and it is further

RESOLVED, that the sole director hereby authorizes the Company to deposit the sum of Seventy-One Million Dollars ($71,000,000) (representing five percent (5%) of the base purchase price) into an escrow account maintained by Pinnacle Trust Company, N.A., acting as Escrow Agent, to be held for a period of eighteen (18) months following the Closing for the purpose of securing the indemnification obligations of the Sellers under Article IX of the SPA, in accordance with the terms and conditions of the Escrow Agreement described more fully in Resolution 6 below; and it is further

RESOLVED, that the sole director hereby authorizes the Company to make contingent earnout payments of up to Eighty-Five Million Dollars ($85,000,000) in the aggregate to the Sellers, payable in two tranches: (a) Fifty Million Dollars ($50,000,000) upon achievement of specified government-contract revenue milestones during calendar year 2024, as set forth in SPA §2.7(a); and (b) Thirty-Five Million Dollars ($35,000,000) upon achievement of specified government-contract revenue milestones during calendar year 2025, as set forth in SPA §2.7(b), in each case subject to the calculation methodology, dispute resolution procedures, and other terms and conditions set forth in SPA §2.7, bringing the maximum aggregate consideration payable in connection with the Acquisition to One Billion Five Hundred Five Million Dollars ($1,505,000,000).

RESOLUTION 2

APPROVAL AND AUTHORIZATION OF THE NATIONAL SECURITY AGREEMENT

RESOLVED, that the sole director of the Company hereby approves and authorizes the execution, delivery, and performance by the Company of that certain National Security Agreement (docket reference NSA-2024-0019) dated January 19, 2024 (the "NSA"), among Halcyon Semiconductor Aktiengesellschaft, Halcyon US Holdings Inc., Marlowe Asset Management Photonics Inc., and the United States of America, acting through the U.S. Department of the Treasury, the U.S. Department of Defense, and the U.S. Department of Energy (the "Monitoring Agencies"), a true, correct, and complete copy of which has been provided to and reviewed by the sole director prior to the execution of this consent; and it is further

RESOLVED, that the sole director acknowledges that the NSA imposes ongoing compliance obligations on the Company and VPI, which obligations include, without limitation, the following:

(a) Board Reconstitution. VPI's board of directors shall be reconstituted to consist of five (5) members: three (3) Security Board Members, each of whom must be a United States citizen holding or eligible to hold a TOP SECRET/Sensitive Compartmented Information (TS/SCI) security clearance (or, in the case of certain members, a SECRET clearance), including one independent Security Director who shall serve as the chairman of the Government Security Committee, and two (2) designees of HSAG (the "HSAG Designees"), who may not hold or access classified information of any classification level and shall not serve as members of the Government Security Committee.

(b) Government Security Committee. A Government Security Committee ("GSC") shall be established, composed of the three (3) Security Board Members, with exclusive authority over all matters relating to classified programs and contracts, ITAR-controlled programs and technical data, personnel security, facility security, and the safeguarding of classified information. The GSC shall have the sole and exclusive right to authorize access to classified information and classified facilities, and its decisions on such matters shall not be subject to override or veto by the full VPI board of directors, by the Company, or by HSAG.

(c) Facility Security Clearance. VPI shall maintain its existing Facility Security Clearance ("FCL") at the SECRET level, assigned CAGE Code 7VK92 by the Defense Counterintelligence and Security Agency ("DCSA"), with the NSA functioning as a Special Security Agreement (SSA) equivalent under the National Industrial Security Program Operating Manual (NISPOM), 32 C.F.R. Part 117.

(d) Technology Control Plan. A Technology Control Plan ("TCP"), as set forth in NSA Annex B, shall be implemented and maintained by VPI, which TCP shall prohibit the transfer, disclosure, or provision of access to any VPI technical data, trade secrets, or proprietary information that is controlled under the ITAR (22 C.F.R. Parts 120–130), the Export Administration Regulations (15 C.F.R. Parts 730–774), or any other applicable export control or sanctions regulations, to any non-U.S. person (as defined in 22 C.F.R. § 120.62), without prior authorization from the U.S. Department of State (DDTC), the U.S. Department of Commerce (Bureau of Industry and Security), or other applicable U.S. government authority, as the case may be.

(e) Facility Access Restrictions. Personnel of HSAG and its non-U.S. subsidiaries and affiliates shall be restricted from accessing VPI's classified facilities, including, without limitation, the Albuquerque fabrication facility clean room Sections C-7 through C-12, located at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113 (the "Classified Facility"), without prior written approval of both DCSA and the GSC, obtained in accordance with the facility access procedures set forth in NSA Annex F.

(f) Cybersecurity Requirements. VPI shall maintain compliance with the cybersecurity requirements of the National Institute of Standards and Technology Special Publication 800-171 (NIST SP 800-171), Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations, as amended from time to time, and any successor or additional cybersecurity requirements imposed by DCSA, the Cyber and Information Security Agency (CISA), or the U.S. Department of Defense (including, without limitation, Cybersecurity Maturity Model Certification (CMMC) requirements as they become applicable). VPI shall conduct annual third-party penetration testing of all information systems processing, storing, or transmitting controlled unclassified information (CUI) or classified information. Any cybersecurity incident involving VPI's information systems or data shall be reported to DCSA within seventy-two (72) hours of discovery.

(g) Data and IT Segregation. VPI's information technology systems, networks, and data repositories shall be physically and logically separated from HSAG's global enterprise network. There shall be no shared cloud infrastructure, no shared identity management systems, and no interconnected network pathways between VPI's IT environment and any HSAG or HSAG-affiliate IT environment, except as may be expressly authorized in writing by the GSC and DCSA in accordance with the TCP and the cybersecurity requirements set forth in NSA Annex D.

(h) Personnel Continuity. Certain key VPI personnel shall be retained for a minimum period of twenty-four (24) months following the Closing, including: (i) Dr. Nathan Trevorrow (co-founder, Chief Technology Officer); (ii) Marissa Sung-Avila (co-founder, Vice President of Government Programs); and (iii) Colonel (Retired) Bryce Hendrickson, U.S. Army (Facility Security Officer and proposed Security Board Member). Any replacement of such key personnel within the twenty-four (24) month retention period shall require the prior written approval of both the GSC and DCSA.

(i) Third-Party Compliance Monitor. VPI and the Company shall engage a third-party compliance monitor, selected with the approval of CFIUS, to conduct annual compliance audits and to report the results of such audits to the Monitoring Agencies. The terms of the engagement of the third-party compliance monitor are more fully described in Resolution 3 below.

(j) Pre-Notification Requirements. The Company and VPI shall provide written notice to CFIUS at least thirty (30) calendar days before any material change to VPI's business, including, without limitation, any divestiture of a material portion of VPI's business or assets, the entry into new subcontracts or teaming agreements with non-U.S. persons, changes to the composition of cleared personnel, relocation of facilities in which classified work is performed, or any other action that could reasonably be expected to affect the national security interests of the United States.

(k) Penalty Provisions. Pursuant to NSA §12.3, any violation of the NSA may result in the imposition of civil penalties of up to Two Hundred Fifty Thousand Dollars ($250,000) per violation per day, the seeking of injunctive or other equitable relief by the Monitoring Agencies, or, in the case of a material or persistent breach, a mandated divestiture of VPI ordered by the President of the United States pursuant to 50 U.S.C. § 4565(d).

RESOLVED, that the officers of the Company are hereby authorized and directed to take all actions necessary or appropriate to comply with the terms, conditions, and obligations of the NSA and its six (6) annexes, specifically: Annex A (Definitions), Annex B (Technology Control Plan), Annex C (Governance Provisions and Security Board Charter), Annex D (Cybersecurity Requirements), Annex E (Annual Compliance Report Template), and Annex F (Facility Access Procedures), and to execute, deliver, and file any and all documents, certificates, reports, and instruments required or contemplated by the NSA.

RESOLUTION 3

ENGAGEMENT OF WHITMORE COMPLIANCE GROUP LLC AS THIRD-PARTY COMPLIANCE MONITOR

RESOLVED, that the sole director of the Company hereby approves and authorizes the engagement of Whitmore Compliance Group LLC ("Whitmore"), with its principal offices located at 1300 Crystal Drive, Suite 710, Arlington, Virginia 22202 (principal: Gerald Whitmore, former Special Agent and Section Chief, Counterintelligence Division, Federal Bureau of Investigation), as the third-party compliance monitor (the "Monitor") under the NSA, to serve in such capacity for the duration of the NSA and any extensions thereof; and it is further

RESOLVED, that the sole director acknowledges and confirms that the selection of Whitmore as the Monitor was submitted to CFIUS for approval in accordance with NSA §8.2, and that CFIUS approved the selection of Whitmore as the Monitor by written notice dated December 8, 2023; and it is further

RESOLVED, that the sole director hereby authorizes the Company to execute and deliver the Third-Party Compliance Monitor Agreement (the "Monitor Agreement") with Whitmore on the following key terms and conditions:

(a) Annual Fee. The annual fee for the Monitor's services shall be One Million Two Hundred Thousand Dollars ($1,200,000), payable in equal quarterly installments of Three Hundred Thousand Dollars ($300,000) each, due on the nineteenth (19th) day of January, April, July, and October of each year during the term of the Monitor Agreement, with the first quarterly payment due on April 19, 2024. The annual fee shall be subject to annual adjustment based on the Consumer Price Index for All Urban Consumers (CPI-U) published by the U.S. Bureau of Labor Statistics. The Monitor's fees and expenses shall be borne solely by HSAG.

(b) Scope of Services. The Monitor shall perform the following services: (i) annual comprehensive compliance audits of VPI's and the Company's compliance with all terms and conditions of the NSA, including the TCP, the Security Board Charter, the cybersecurity requirements, and the facility access procedures; (ii) ad hoc reviews as may be requested by any Monitoring Agency; (iii) incident investigations in the event of any reported or suspected violation of the NSA; and (iv) preparation and submission of written reports of findings, conclusions, and recommendations to the Monitoring Agencies, including the Defense Counterintelligence and Security Agency, the U.S. Department of the Treasury, the U.S. Department of Defense, and the U.S. Department of Energy.

(c) Independence. The Monitor shall maintain full independence from HSAG, the Company, and VPI at all times. The Monitor shall not accept any direction from HSAG, the Company, or VPI regarding the scope, methodology, or conclusions of any audit, review, or investigation. The Monitor's primary obligation and reporting line shall be to the Monitoring Agencies.

(d) First Annual Compliance Audit. The first annual compliance audit shall be completed and submitted to the Monitoring Agencies on or before January 19, 2025, covering the period from the Closing through December 31, 2024.

RESOLUTION 4

APPOINTMENT OF HSAG DESIGNEES TO THE RECONSTITUTED VPI BOARD OF DIRECTORS

RESOLVED, that the sole director of the Company hereby appoints the following two (2) individuals as HSAG's designees (the "HSAG Designees") to the reconstituted board of directors of Marlowe Asset Management Photonics Inc., effective upon the Closing of the Acquisition:

Designee 1: To be designated by the Vorstand of HSAG prior to Closing and identified in a supplement to this consent, which supplement shall include the designee's full legal name, title, biographical summary, and confirmation that such individual is not and will not be required to hold or access classified information of any classification level in connection with his or her service on the VPI board.

Designee 2: To be designated by the Vorstand of HSAG prior to Closing and identified in a supplement to this consent, which supplement shall include the designee's full legal name, title, biographical summary, and confirmation that such individual is not and will not be required to hold or access classified information of any classification level in connection with his or her service on the VPI board.

RESOLVED, that the sole director acknowledges and confirms that the HSAG Designees shall not hold or access classified information of any classification level and shall not be members of the Government Security Committee established under the NSA; and it is further

RESOLVED, that the sole director acknowledges and confirms that the reconstituted board of directors of VPI shall consist of five (5) members, as follows:

(i) Security Board Member 1: Colonel (Retired) Bryce Hendrickson, U.S. Army, currently serving as VPI's Facility Security Officer, holding a TOP SECRET/Sensitive Compartmented Information (TS/SCI) security clearance;

(ii) Security Board Member 2: Adrienne Delacroix, currently holding a SECRET security clearance, whose appointment to the Security Board is subject to the completion of processing for TS/SCI eligibility;

(iii) Security Board Member 3 (Independent Security Director): One independent Security Director, to be identified and approved by DCSA in consultation with the Monitoring Agencies, who shall serve as the chairman of the Government Security Committee and who shall hold or be eligible to hold a TS/SCI security clearance;

(iv) HSAG Designee 1: As designated above; and

(v) HSAG Designee 2: As designated above.

RESOLVED, that the sole director hereby authorizes and directs the officers of the Company to cause VPI, promptly upon the Closing, to: (a) adopt the reconstituted board structure described herein; (b) establish the Government Security Committee in accordance with the NSA and the Security Board Charter set forth in NSA Annex C; (c) adopt and implement the Technology Control Plan set forth in NSA Annex B; and (d) adopt and implement the Cybersecurity Requirements set forth in NSA Annex D.

RESOLUTION 5

AUTHORIZATION OF POST-CLOSING REGULATORY NOTIFICATIONS AND FILINGS

RESOLVED, that the sole director of the Company hereby authorizes and directs the officers of the Company to take all actions necessary, advisable, or appropriate to make or cause to be made the following post-closing regulatory notifications and filings:

(a) DCSA Change-of-Ownership Notification. Submit the post-closing notification letter to the Defense Counterintelligence and Security Agency ("DCSA") regarding the completed change in ownership of VPI (CAGE Code 7VK92) in accordance with 32 C.F.R. Part 117 (NISPOM) and DCSA's Industrial Security Letters, confirming the maintenance of VPI's Facility Security Clearance at the SECRET level, identifying Colonel (Retired) Bryce Hendrickson as the continuing Facility Security Officer, and providing all information regarding the acquiring entity required by DCSA.

(b) DDTC Change-of-Ownership Notification. File a change-of-ownership notification with the Directorate of Defense Trade Controls ("DDTC") of the U.S. Department of State pursuant to Section 122.4(a) of the International Traffic in Arms Regulations (22 C.F.R. § 122.4(a)), in respect of VPI's DDTC Registration Number M-24817, disclosing the change of ownership resulting from the Acquisition and providing all information required by DDTC in connection therewith.

(c) DSP-5 License Amendments. File amendments to VPI's three (3) active DSP-5 export licenses issued by DDTC to reflect the change in ownership resulting from the Acquisition, including updated ownership and control information, updated end-use certifications, and any other amendments required by DDTC.

(d) FAR 42.12 Novation Proceedings. Initiate novation proceedings under Federal Acquisition Regulation Section 42.12 for VPI's fourteen (14) active contracts with the U.S. Department of Defense, eight (8) of which have been identified by VPI's outside government contracts counsel as requiring formal novation agreements to be entered into with the applicable contracting officers, and the remaining six (6) of which may be addressed by change-of-name agreements or administrative modifications at the discretion of the applicable contracting officers.

(e) DFARS Foreign Ownership Disclosures. Make all required foreign ownership, control, or influence (FOCI) disclosures to the contracting officers of VPI's active DoD contracts pursuant to Defense Federal Acquisition Regulation Supplement (DFARS) Section 252.209-7002, including the submission of completed Standard Form 328 (Certificate Pertaining to Foreign Interests) as required.

(f) Officer's Certificate — CFIUS Closing Conditions. File the officer's certificate of the Company certifying that HSAG and the Company have satisfied all conditions to Closing set forth in SPA §7.1(c) relating to CFIUS, including the execution and delivery of the NSA, receipt of the CFIUS clearance letter, engagement of the third-party compliance monitor, and completion of all required DCSA and DDTC notifications.

RESOLUTION 6

APPROVAL OF ANCILLARY TRANSACTION DOCUMENTS

RESOLVED, that the sole director of the Company hereby approves and authorizes the execution, delivery, and performance by the Company of the following ancillary documents and instruments in connection with the Closing of the Acquisition:

(a) Escrow Agreement. That certain Escrow Agreement by and among the Company, the Sellers (or Sellers' Representative), and Pinnacle Trust Company, N.A., as Escrow Agent, providing for the deposit of Seventy-One Million Dollars ($71,000,000) into escrow and the administration and disbursement thereof in accordance with the terms and conditions of the SPA and the Escrow Agreement.

(b) Representations and Warranties Insurance Policy. That certain Buyer-side Representations and Warranties Insurance Policy, Policy Number GSI-RW-2023-04821, bound with Graystone Specialty Insurance Company, with a policy limit of One Hundred Forty-Two Million Dollars ($142,000,000), a retention (self-insured amount) of Fourteen Million Two Hundred Thousand Dollars ($14,200,000), and a premium of Four Million Nine Hundred Seventy Thousand Dollars ($4,970,000), brokered by Ashford Gallagher & Co. (the "R&W Policy"), insuring the Company against losses arising from breaches of the Sellers' representations and warranties contained in Article IV of the SPA, subject to the terms, conditions, exclusions, and limitations set forth in the R&W Policy.

(c) Closing Certificates and Instruments. All closing certificates, officer's certificates, secretary's certificates, bring-down certificates, good standing certificates, compliance certificates, and other instruments, documents, and deliverables required to be executed and delivered by the Company at the Closing pursuant to the terms and conditions of the SPA, including, without limitation, the documents specified in SPA §§7.2 and 7.3.

(d) Amendments and Supplements. Any amendments, modifications, supplements, restatements, waivers, or other changes to any of the foregoing documents as may be necessary, advisable, or appropriate to effectuate the transactions contemplated by the SPA and the related transaction documents, provided that any such amendment, modification, or supplement does not materially and adversely affect the rights or obligations of the Company without the prior approval of the sole director.

RESOLUTION 7

GENERAL AUTHORIZATION

RESOLVED, that any officer of the Company, including, without limitation, any person serving as President, Vice President, Secretary, Treasurer, or Assistant Secretary of the Company, is hereby authorized and empowered, acting singly or jointly, in the name and on behalf of the Company, to execute and deliver any and all documents, instruments, agreements, certificates, notices, consents, and filings, and to take any and all actions, as such officer or officers may deem necessary, advisable, or appropriate to carry out the intent and purpose of each and all of the foregoing resolutions, including, without limitation, the payment of all fees, costs, expenses, and taxes arising in connection therewith, the engagement of counsel, accountants, consultants, and other advisors, and the making of all governmental and regulatory filings and submissions, the execution of any such document or the taking of any such action to be conclusive evidence of such officer's authority and of the Company's approval thereof; and it is further

RESOLVED, that any and all actions heretofore taken by any officer, director, or authorized representative of the Company in furtherance of or in connection with any of the foregoing matters, including, without limitation, the negotiation, execution, and delivery of any documents, and the making of any filings or submissions, are hereby ratified, confirmed, and approved in all respects as the valid and binding acts of the Company, with the same force and effect as if such actions had been authorized in advance by the sole director by resolutions duly adopted at a duly called and held meeting of the Board.

RESOLUTION 8

CONFIRMATION OF SATISFACTION OF CLOSING CONDITIONS

RESOLVED, that the sole director of the Company hereby confirms that, as of the date hereof, all conditions precedent to the Closing of the Acquisition set forth in the SPA have been satisfied or, where applicable, have been duly waived by the party entitled to the benefit thereof, including, without limitation, the following:

(a) the execution and delivery of the National Security Agreement (NSA-2024-0019) by all parties thereto on January 19, 2024;

(b) the receipt of the CFIUS clearance letter, providing a safe harbor under 50 U.S.C. § 4565(b)(1)(D), dated January 26, 2024, with respect to CFIUS Case Number CFIUS-023-07-3841;

(c) the execution and delivery of the Third-Party Compliance Monitor Agreement with Whitmore Compliance Group LLC, as approved by CFIUS on December 8, 2023;

(d) the funding and availability of the Nine Hundred Million Dollar ($900,000,000) Term Loan by the lending syndicate led by Meridian National Bank, N.A. (as administrative agent), with Atlas Commercial Lending AG and Pacific Basin Credit Corp. as co-lead arrangers, pursuant to the Credit Agreement dated June 8, 2023, including the satisfaction of all conditions precedent to the initial borrowing set forth therein;

(e) the receipt by the Company of the Five Hundred Twenty Million Dollar ($520,000,000) Equity Contribution from HSAG, confirmed by wire transfer to the Company's designated account; and

(f) all other conditions to Closing set forth in SPA §7.1 (conditions to each party's obligations), SPA §7.2 (conditions to the Company's obligations), and SPA §7.3 (conditions to the Sellers' obligations), including, without limitation, the accuracy of representations and warranties, the performance of covenants, the absence of any material adverse effect, the receipt of all required governmental authorizations, the delivery of all required closing deliverables, and the absence of any order, injunction, or other legal impediment to the consummation of the Acquisition.

RESOLVED, that the sole director hereby authorizes and directs the Closing to proceed on or about February 9, 2024, or such other date as may be mutually agreed upon by the parties to the SPA.

This Unanimous Written Consent may be executed in counterparts, including by facsimile or portable document format (.pdf) transmission, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

This Unanimous Written Consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall have the same force and effect as a unanimous vote of the Board of Directors taken at a duly called and held special meeting.

[SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE SOLE DIRECTOR OF HALCYON US HOLDINGS INC.

IN WITNESS WHEREOF, the undersigned, being the sole director of Halcyon US Holdings Inc., has executed this Unanimous Written Consent effective as of the date first set forth above.

SOLE DIRECTOR:

________________________________________

Dr. Maximilian Ehrhardt

Title: Sole Director, Halcyon US Holdings Inc.;

Chief Executive Officer (Vorstandsvorsitzender), Halcyon Semiconductor Aktiengesellschaft

Date: February 9, 2024

SECRETARY'S CERTIFICATE

Entity: Halcyon US Holdings Inc., a Delaware corporation

Employer Identification Number: 93-2841067

Registered Office: 160 Greentree Drive, Suite 101, Dover, Delaware 19904 (c/o National Registered Agents of Delaware)

I, the undersigned, being the duly appointed Secretary (or, if no Secretary has been formally appointed, an authorized officer acting in such capacity) of Halcyon US Holdings Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), do hereby certify, as of the date set forth below, that:

1. True and Correct Copy. The foregoing Unanimous Written Consent of the Sole Director of Halcyon US Holdings Inc. in Lieu of a Special Meeting, dated February 9, 2024 (the "Written Consent"), is a true, correct, and complete copy of the written consent executed by Dr. Maximilian Ehrhardt, the sole director of the Company, in accordance with Section 141(f) of the General Corporation Law of the State of Delaware and the Bylaws of the Company.

2. No Amendment or Rescission. The Written Consent has not been amended, modified, supplemented, or rescinded in any respect since its execution on February 9, 2024, and each of the resolutions set forth therein remains in full force and effect as of the date hereof.

3. Sole Director. Dr. Maximilian Ehrhardt is the duly appointed sole director of the Company and was the sole director on the date of execution of the Written Consent. No additional directors have been appointed to the Board of Directors of the Company.

4. Corporate Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.

5. Authority. This certificate is delivered in connection with the closing of the acquisition of Marlowe Asset Management Photonics Inc. by the Company pursuant to the Stock Purchase Agreement dated June 10, 2023, and may be relied upon by the parties to such Stock Purchase Agreement and their respective counsel, lenders, insurers, and other transaction participants.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Company as of this 9th day of February, 2024.

HALCYON US HOLDINGS INC.

By: ________

Name: ________

Title: Secretary (or Authorized Officer)