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UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

OF Marlowe Asset Management PHOTONICS INC.

IN LIEU OF A SPECIAL MEETING

Marlowe Asset Management Photonics Inc. a Delaware corporation

EIN: 26-4371885

Corporate Headquarters: 7400 Ridgeline Parkway, Colorado Springs, CO 80919 Fabrication Facility: 9200 Innovation Boulevard, Albuquerque, NM 87113

Effective Date: February 9, 2024

The undersigned, constituting all of the members of the reconstituted Board of Directors (the "Board") of Marlowe Asset Management Photonics Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company" or "VPI"), effective as of February 9, 2024 (the "Effective Date"), hereby adopt the following recitals and resolutions by unanimous written consent in lieu of a special meeting, pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and the Amended and Restated Bylaws of the Company. No meeting or vote is required to adopt these resolutions, and this Unanimous Written Consent shall have the same force and effect as if adopted at a duly called and held special meeting of the Board at which all directors were present and voted in favor of such resolutions.

RECITALS

WHEREAS (A) — The Acquisition. Reference is hereby made to that certain Stock Purchase Agreement, dated as of June 10, 2023 (as amended, supplemented, or otherwise modified from time to time, the "SPA"), by and among (i) Halcyon US Holdings Inc., a Delaware corporation (EIN 93-2841067), with its registered agent at 160 Greentree Drive, Suite 101, Dover, Delaware 19904, an acquisition vehicle and wholly owned subsidiary of Halcyon Semiconductor Aktiengesellschaft ("HSAG"), a German Aktiengesellschaft organized under the laws of the Federal Republic of Germany, registered with the Handelsregister of the Amtsgericht Dresden under registration number HRB 28416, with Legal Entity Identifier (LEI) 5299007KXQ2M4GHILZ38, headquartered at Industriestraße 44, 01099 Dresden, Saxony, Germany, and whose ordinary shares are listed on the Frankfurt Stock Exchange (XETRA: HLC) (Halcyon US Holdings Inc. and HSAG, collectively, the "Buyers"), (ii) VPI, and (iii) the stockholders of VPI (collectively, the "Sellers"), identified as follows:

(a) Dr. Nathan Trevorrow, individually, and the Nathan D. Trevorrow 2011 Family Trust and the Trevorrow Family Irrevocable Trust dated March 12, 2016 (collectively, the "Trevorrow Interests"), holding in the aggregate approximately 22.4% of VPI's issued and outstanding capital stock;

(b) Marissa Sung-Avila, individually, holding approximately 4.1% of VPI's issued and outstanding capital stock;

(c) Ridgecrest Ventures Fund III, L.P., a Delaware limited partnership (general partner: Ridgecrest Ventures Management LLC; principal: Franklin Yee; principal office: 3300 Sand Hill Road, Suite 220, Menlo Park, California 94025), holding approximately 31.7% of VPI's issued and outstanding capital stock;

(d) Cascadian Capital Partners Growth Fund II, L.P., a Delaware limited partnership (general partner: Cascadian Capital Partners Management LLC; principal: Olivia Hartmann; principal office: 1201 Third Avenue, Suite 4400, Seattle, Washington 98101), holding approximately 24.3% of VPI's issued and outstanding capital stock;

(e) holders of employee stock options exercisable for or representing approximately 11.8% of VPI's issued and outstanding capital stock (on a fully diluted, as-exercised basis); and

(f) various angel investors holding in the aggregate approximately 5.7% of VPI's issued and outstanding capital stock.

The aggregate purchase price payable under the SPA was One Billion Four Hundred Twenty Million Dollars ($1,420,000,000), calculated on a cash-free, debt-free basis with a normalized net working capital target of Thirty-Four Million Six Hundred Thousand Dollars ($34,600,000), subject to customary post-closing adjustments as set forth in Article III of the SPA. The closing of the transactions contemplated by the SPA (the "Closing") occurred on February 9, 2024 (the "Closing Date"). As a result of the Closing, VPI is now a wholly owned indirect subsidiary of HSAG, held through Halcyon US Holdings Inc.

WHEREAS (B) — The National Security Agreement. In connection with the transactions contemplated by the SPA, and as a condition to the clearance thereof by the Committee on Foreign Investment in the United States ("CFIUS"), reference is hereby made to that certain National Security Agreement, docket reference NSA-2024-0019 (the "NSA"), executed as of January 19, 2024, by and among HSAG, Halcyon US Holdings Inc., VPI, and the United States of America, acting through the U.S. Department of the Treasury (in its capacity as chair of CFIUS), the U.S. Department of Defense, and the U.S. Department of Energy (collectively, the "CFIUS Monitoring Agencies"). The transactions contemplated by the SPA were the subject of a voluntary joint notice filed with CFIUS and assigned CFIUS Case No. CFIUS-023-07-3841. A CFIUS clearance letter constituting a safe harbor determination under 50 U.S.C. § 4565(b)(1)(D) was issued on January 26, 2024, conditioned upon, among other things, full compliance with the NSA. The NSA requires, among other things:

(a) reconstitution of VPI's Board of Directors in accordance with the governance requirements set forth in the NSA;

(b) establishment of a Government Security Committee of the Board of Directors with exclusive authority over classified programs, export-controlled information, and related security matters;

(c) adoption by VPI of a Technology Control Plan governing the handling, access, use, and transfer of VPI's controlled technical data and technology;

(d) adoption by VPI of cybersecurity requirements mandating the physical and logical separation of VPI's information technology systems from HSAG's global network and related protections;

(e) engagement of a third-party compliance monitor, approved by the CFIUS Monitoring Agencies, to conduct annual compliance audits and report to the CFIUS Monitoring Agencies; and

(f) maintenance of the Company's Facility Security Clearance at the SECRET level at its Albuquerque fabrication facility, with continued compliance with the requirements of the National Industrial Security Program Operating Manual (NISPOM) (32 C.F.R. Part 117) and related industrial security directives.

WHEREAS (C) — Board Reconstitution Requirement. Section 5.1 (Governance) of the NSA requires that VPI's Board of Directors be reconstituted, effective as of the Closing Date, as a five-member board consisting of: (i) three "Security Board Members," each of whom must be a United States citizen holding or eligible for a personnel security clearance at the TOP SECRET/SENSITIVE COMPARTMENTED INFORMATION (TS/SCI) level, including one independent Security Director who shall serve as Chair of the Board and Chair of the Government Security Committee; and (ii) two designees of HSAG (the "HSAG Designees"), who may not hold or access classified information or export-controlled technical data except as expressly authorized under the NSA and the Technology Control Plan. The CFIUS Monitoring Agencies approved the proposed Security Board Members by letter dated December 14, 2023 (referenced in the Letter to CFIUS — Proposed Security Board Members, filed by counsel for HSAG on December 1, 2023).

WHEREAS (D) — Prior Board Composition. Prior to the Closing, the Board of Directors of VPI consisted of the following five members:

(i) Dr. Nathan Trevorrow — Chairman of the Board;

(ii) Marissa Sung-Avila — Director;

(iii) Franklin Yee — Director (designee of Ridgecrest Ventures Fund III, L.P.);

(iv) Olivia Hartmann — Director (designee of Cascadian Capital Partners Growth Fund II, L.P.); and

(v) Adrienne Delacroix — Independent Director.

As a result of the Closing and the consummation of the sale of all outstanding equity interests in VPI to Halcyon US Holdings Inc. pursuant to the SPA, the designees of the former institutional stockholders — Franklin Yee (designee of Ridgecrest Ventures Fund III, L.P.) and Olivia Hartmann (designee of Cascadian Capital Partners Growth Fund II, L.P.) — tendered their resignations from the Board, effective upon the Closing. Dr. Nathan Trevorrow tendered his resignation as Chairman of the Board and as a member of the Board, effective upon the Closing, and shall continue in his capacity as the Company's Chief Executive Officer under the reconstituted governance structure. Marissa Sung-Avila tendered her resignation as a member of the Board, effective upon the Closing, and shall continue in her capacity as the Company's President and Chief Operating Officer. Neither Dr. Trevorrow nor Ms. Sung-Avila is among the three Security Board Members appointed pursuant to the NSA.

WHEREAS (E) — Authority. The undersigned constitute all of the members of the reconstituted Board of Directors of VPI, effective as of the Closing Date. Pursuant to Section 141(f) of the DGCL, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.

NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of VPI hereby adopts the following resolutions:

SECTION 1 — RECONSTITUTION OF THE BOARD OF DIRECTORS

1.1 Acceptance of Resignations.

RESOLVED, that the Board hereby accepts the following resignations from the Board of Directors of VPI, each effective as of February 9, 2024 (the Closing Date):

(a) Franklin Yee — the resignation of Franklin Yee as a member of the Board of Directors is hereby accepted. The Board notes that Mr. Yee's service was in his capacity as the designee of Ridgecrest Ventures Fund III, L.P., and that his resignation is a natural consequence of Ridgecrest Ventures' sale of all of its equity interests in VPI pursuant to the SPA. The Board thanks Mr. Yee for his dedicated service to the Company during his tenure as a director.

(b) Olivia Hartmann — the resignation of Olivia Hartmann as a member of the Board of Directors is hereby accepted. The Board notes that Ms. Hartmann's service was in her capacity as the designee of Cascadian Capital Partners Growth Fund II, L.P., and that her resignation is a natural consequence of Cascadian Capital Partners' sale of all of its equity interests in VPI pursuant to the SPA. The Board thanks Ms. Hartmann for her dedicated service to the Company during her tenure as a director.

(c) Dr. Nathan Trevorrow — the resignation of Dr. Nathan Trevorrow as Chairman of the Board and as a member of the Board of Directors is hereby accepted. Dr. Trevorrow is not among the three Security Board Members appointed pursuant to the NSA; however, the Board acknowledges that Dr. Trevorrow shall continue in his capacity as Chief Executive Officer of the Company. Dr. Trevorrow is designated as Key Personnel under the NSA and is required to remain employed by the Company for a minimum of 24 months following the Closing Date, as set forth in Section 7.1 hereof.

(d) Marissa Sung-Avila — the resignation of Marissa Sung-Avila as a member of the Board of Directors is hereby accepted. Ms. Sung-Avila is not among the three Security Board Members appointed pursuant to the NSA; however, the Board acknowledges that Ms. Sung-Avila shall continue in her capacity as President and Chief Operating Officer of the Company. Ms. Sung-Avila is designated as Key Personnel under the NSA and is required to remain employed by the Company for a minimum of 24 months following the Closing Date, as set forth in Section 7.1 hereof.

1.2 Appointment of Security Board Members.

RESOLVED, that the following individuals are hereby appointed as Security Board Members of the Board of Directors of VPI, effective as of February 9, 2024, in accordance with Section 5.1 of the NSA and the approval of the CFIUS Monitoring Agencies:

(a) Col. (Ret.) Bryce Hendrickson, USAF — Security Board Member. Col. (Ret.) Hendrickson is a United States citizen and holds an active personnel security clearance at the TOP SECRET/SENSITIVE COMPARTMENTED INFORMATION (TS/SCI) level. Col. (Ret.) Hendrickson currently serves as Vice President, Government Programs and Facility Security Officer of VPI. His principal business address is: Marlowe Asset Management Photonics Inc., 9200 Innovation Boulevard, Albuquerque, New Mexico 87113. Col. (Ret.) Hendrickson served twenty-six years in the United States Air Force, including assignments at the Air Force Research Laboratory (AFRL) and the Defense intelligence Agency, retiring at the rank of Colonel. He has served as VPI's Facility Security Officer since 2017 and has extensive experience in industrial security, NISPOM compliance, and oversight of classified defense programs.

(b) Adrienne Delacroix — Security Board Member. Ms. Delacroix is a United States citizen and holds an active personnel security clearance at the SECRET level (with eligibility for upgrade to TS/SCI, pending completion of a Tier 5 investigation initiated on January 4, 2024, under DCSA auspices). Ms. Delacroix has served as an independent director of VPI since 2020 and continues in that capacity under the reconstituted Board. Her address is on file with the Secretary of the Company. Ms. Delacroix holds a J.D. from Georgetown University Law Center and previously served as Deputy General Counsel of the Defense Information Systems Agency (DISA). She brings substantial expertise in government contracts law, cybersecurity regulation, and corporate governance.

(c) Margaret E. Caldwell — Security Board Member / Independent Security Director. Ms. Caldwell is a United States citizen and holds an active personnel security clearance at the TOP SECRET/SENSITIVE COMPARTMENTED INFORMATION (TS/SCI) level. Ms. Caldwell is independent of both VPI management and HSAG (and its affiliates) and has been appointed as the Independent Security Director in accordance with Section 5.1(c) of the NSA and the approval of the CFIUS Monitoring Agencies by letter dated December 14, 2023. Her address is on file with the Secretary of the Company. Ms. Caldwell is the former Deputy Under Secretary of Defense for intelligence and Security (2015–2019) and previously served as a Senior Executive Service (SES) member of the National Security Agency. She holds a B.S. in Electrical Engineering from the Virginia Military Institute and an M.S. in National Security Strategy from the National War College. She currently serves on the boards of two other defense-sector companies subject to FOCI mitigation arrangements and has been recognized by DCSA for her expertise in foreign ownership, control, or influence (FOCI) governance structures.

1.3 Appointment of HSAG Designees.

RESOLVED, that the following individuals, designated by Halcyon Semiconductor Aktiengesellschaft, are hereby appointed as HSAG Designees to the Board of Directors of VPI, effective as of February 9, 2024, in accordance with Section 5.1 of the NSA:

(a) Dr. Lukas Breitner — HSAG Designee. Dr. Breitner has been designated by HSAG to serve on the Board. Dr. Breitner is a citizen of the Federal Republic of Germany and currently serves as Chief Technology Officer of HSAG's Compound Semiconductor Division, based at Industriestraße 44, 01099 Dresden, Saxony, Germany. The Board acknowledges that Dr. Breitner, as an HSAG Designee, may not hold or access classified information of VPI, may not attend meetings or receive materials of the Government Security Committee, and is subject to all restrictions set forth in the NSA, the Technology Control Plan, and applicable U.S. export control laws and regulations — including the International Traffic in Arms Regulations ("ITAR," 22 C.F.R. Parts 120–130) and the Export Administration Regulations ("EAR," 15 C.F.R. Parts 730–774) — regarding access to ITAR-controlled and EAR-controlled technical data of VPI.

(b) Annika Vogt — HSAG Designee. Ms. Vogt has been designated by HSAG to serve on the Board. Ms. Vogt is a citizen of the Federal Republic of Germany and currently serves as Senior Vice President, Corporate Strategy and M&A, of HSAG, based at Industriestraße 44, 01099 Dresden, Saxony, Germany. The Board acknowledges that Ms. Vogt, as an HSAG Designee, is subject to the same restrictions on access to classified information and export-controlled technical data as are set forth in Section 1.3(a) above with respect to Dr. Breitner.

1.4 Confirmation of Board Composition.

RESOLVED, that the Board of Directors of Marlowe Asset Management Photonics Inc., effective as of February 9, 2024, shall consist of the following five members:

FURTHER RESOLVED, that the Board confirms that the foregoing composition satisfies the requirements of Section 5.1 of the NSA, including the requirement that the Board consist of three Security Board Members, each of whom is a United States citizen holding or eligible for a personnel security clearance at the TS/SCI level, and two HSAG Designees, who are subject to the restrictions on access to classified information and controlled technical data set forth in the NSA, the Technology Control Plan, and applicable law.

1.5 Election of Board Chair.

RESOLVED, that Margaret E. Caldwell is hereby elected as Chair of the Board of Directors of VPI, effective as of February 9, 2024, in her capacity as Independent Security Director, consistent with the governance requirements set forth in Section 5.1(c) of the NSA. Ms. Caldwell shall serve as Chair of the Board for so long as she continues to serve as the Independent Security Director or until her successor is duly appointed in accordance with the NSA and the Company's Amended and Restated Bylaws.

SECTION 2 — ESTABLISHMENT OF THE GOVERNMENT SECURITY COMMITTEE

2.1 Formation of the Government Security Committee.

RESOLVED, that the Government Security Committee (the "GSC") of the Board of Directors of VPI is hereby established as a standing committee of the Board, effective as of February 9, 2024, in accordance with Section 5.2 of the NSA and Annex C thereto (the "Governance Provisions & Security Board Charter"). The GSC is established pursuant to Section 141(c) of the DGCL and shall exercise the powers, duties, and responsibilities set forth in this Section 2, the GSC Charter (as defined below), and the NSA.

2.2 Composition of the Government Security Committee.

RESOLVED, that the GSC shall be composed exclusively of the three Security Board Members, as follows:

(a) Margaret E. Caldwell — Chair of the GSC (in her capacity as Independent Security Director);

(b) Col. (Ret.) Bryce Hendrickson, USAF; and

No HSAG Designee (including Dr. Lukas Breitner and Annika Vogt) may serve on the GSC, attend meetings of the GSC (whether in person, by teleconference, or otherwise), receive the agenda, minutes, or materials of the GSC, or have access to any classified or export-controlled information discussed or maintained by the GSC, except to the limited extent expressly permitted under the NSA and the Technology Control Plan. A quorum of the GSC shall consist of two of the three Security Board Members, including the Chair or her designee.

2.3 Authority and Responsibilities of the Government Security Committee.

RESOLVED, that the GSC shall have exclusive authority over the following matters, which shall not be subject to review, approval, veto, or override by the full Board, by HSAG, by Halcyon US Holdings Inc., or by any HSAG Designee, except as expressly set forth in the NSA:

(a) Classified Programs and Classified Information. All classified programs, classified contracts, classified subcontracts, and classified information of VPI, including the planning, execution, and oversight thereof, and all interactions with U.S. government customers and agencies relating to classified matters.

(b) ITAR-Controlled and EAR-Controlled Programs. All programs, defense articles, defense services, and technical data controlled under the International Traffic in Arms Regulations (ITAR), including items described in Category XI(a)(3) of the United States Munitions List (USML), and all items, technology, and software controlled under the Export Administration Regulations (EAR), including items classified under Export Control Classification Numbers (ECCNs) 3A001 (certain microwave and millimeter wave discrete devices and components), 3A991 (electronic devices not controlled by 3A001), and 3E001 (technology for the development or production of items controlled by 3A001). The GSC shall have exclusive authority over all export license applications, Technology Assistance Agreements (TAAs), Manufacturing License Agreements (MLAs), and other authorizations required under ITAR or EAR for VPI's controlled items.

(c) Personnel Security. All personnel security decisions of VPI, including the hiring, termination, reassignment, and clearance sponsorship of VPI's 212 cleared employees, as well as all personnel security matters relating to VPI's Facility Security Clearance and compliance with the NISPOM (32 C.F.R. Part 117).

(d) Facility Security — Albuquerque Fabrication Facility. Facility security for VPI's Albuquerque fabrication facility, located at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113 (the "Albuquerque Facility"), a 45,000-square-foot gallium nitride-on-silicon carbide (GaN-on-SiC) fabrication facility, including the Company's Facility Security Clearance at the SECRET level (CAGE Code 7VK92). The GSC's authority over facility security includes, without limitation, the oversight and management of classified clean room areas, designated as Sections C-7 through C-12 of the Albuquerque Facility, which house VPI's classified production lines and classified research and development activities.

(e) Oversight of Facility Security Officer. Oversight and supervision of VPI's Facility Security Officer (currently Col. (Ret.) Bryce Hendrickson, USAF), including authority to direct the FSO in all matters relating to industrial security, personnel security, and NISPOM compliance.

(f) DDTC Registration and Export Licenses. Compliance with VPI's registration with the Directorate of Defense Trade Controls (DDTC) of the U.S. Department of State (Registration No. M-24817) and oversight of VPI's active DSP-5 export licenses, of which VPI currently holds three (3) licenses authorizing the export of certain defense articles to NATO allies, specifically to customers and end-users in the United Kingdom and the Commonwealth of Australia. The GSC shall ensure that all export activities are conducted in compliance with ITAR, EAR, and the terms and conditions of applicable export licenses.

(g) DoD Contract Oversight. Oversight of the performance of VPI's fourteen (14) active contracts with the U.S. Department of Defense and other U.S. government agencies, representing an aggregate contract backlog of approximately One Hundred Ninety-Three Million Dollars ($193,000,000), as follows:

(i) Contracts with the U.S. Army Program Executive Office for intelligence, Electronic Warfare & Sensors (PEO IEW&S), with an aggregate value of approximately $52,300,000;

(ii) Contracts with the Air Force Research Laboratory (AFRL), with an aggregate value of approximately $41,700,000;

(iii) Contracts with the Missile Defense Agency (MDA), with an aggregate value of approximately $38,900,000;

(iv) A subcontract to Ironclad Defense Systems Inc. under a prime contract with the Naval Sea Systems Command (NAVSEA), with an aggregate value of approximately $34,100,000; and

(v) Contracts with the U.S. Department of Homeland Security, Science and Technology Directorate (DHS S&T), with an aggregate value of approximately $26,000,000.

(h) Communications with Government Agencies. All communications with the Defense Counterintelligence and Security Agency (DCSA) and the CFIUS Monitoring Agencies (the U.S. Department of the Treasury, the U.S. Department of Defense, and the U.S. Department of Energy) relating to VPI's compliance with the NSA, the NISPOM, and applicable industrial security directives.

(i) Key Cleared Personnel Approvals. Approval of any changes to key cleared personnel, including the replacement of Dr. Nathan Trevorrow (Founder & CEO), Marissa Sung-Avila (President & COO), and Col. (Ret.) Bryce Hendrickson (VP, Government Programs / FSO), each of whom must remain employed by VPI for a minimum of 24 months following the Closing Date (i.e., through at least February 9, 2026), or whose replacements must be approved by both the GSC and DCSA prior to taking effect.

(j) CFIUS Pre-Notification Matters. Approval of any material changes to VPI's business that must be pre-notified to CFIUS at least thirty (30) days in advance under Section 9.1 of the NSA, including but not limited to divestitures, new foreign subcontracts, changes to cleared personnel, and modifications to the organizational structure of VPI.

The foregoing enumeration of matters within the exclusive authority of the GSC is not exhaustive and shall be supplemented by the provisions of the GSC Charter and the NSA. In the event of any conflict between the resolutions set forth herein and the NSA, the terms of the NSA shall control. Matters requiring GSC-only approval shall be distinguished from matters requiring full Board approval in accordance with the delineation set forth in Annex C to the NSA (the GSC Charter).

2.4 Government Security Committee Charter.

RESOLVED, that the charter of the Government Security Committee, substantially in the form attached hereto as Exhibit A (being the substance of Annex C to the NSA — Governance Provisions & Security Board Charter), is hereby adopted and approved by the Board, effective as of February 9, 2024 (the "GSC Charter"). The GSC Charter sets forth the detailed powers, duties, responsibilities, procedures, and reporting obligations of the GSC and shall be administered and interpreted in a manner consistent with the NSA and all applicable laws and regulations.

2.5 Government Security Committee Reporting.

RESOLVED, that the GSC shall report to the full Board on unclassified business matters to the extent permitted under the NSA, applicable law, and the NISPOM, including periodic reports on the status of VPI's unclassified government contracts, financial performance of government programs, and general compliance matters. Classified matters, classified program details, ITAR-controlled technical data, and other information restricted under the NSA or applicable law shall not be disclosed to the HSAG Designees or to any personnel of HSAG or Halcyon US Holdings Inc. in any forum, including Board meetings, committee meetings, written reports, electronic communications, or informal discussions. The GSC Chair shall determine, in her sole discretion, what information may be shared with the full Board and what information must be restricted to the GSC, consistent with the NSA and applicable law.

SECTION 3 — ADOPTION OF THE TECHNOLOGY CONTROL PLAN

3.1 Approval and Adoption of the Technology Control Plan.

RESOLVED, that the Technology Control Plan (the "TCP"), substantially in the form attached hereto as Exhibit B (being the substance of Annex B to the NSA), is hereby adopted and approved by the Board, effective as of February 9, 2024. The TCP establishes the procedures and safeguards governing access to, use of, and transfer of VPI's technical data and technology, and shall be binding upon VPI, its directors, officers, employees, contractors, and all HSAG and Halcyon US Holdings Inc. personnel who may have authorized contact with VPI. The TCP addresses, among other things, the following:

(a) Prohibition on Transfer of Controlled Technical Data. The TCP prohibits the transfer of ITAR-controlled defense articles and technical data (including items classified under Category XI(a)(3) of the USML) and EAR-controlled items, technology, and software (including items classified under ECCNs 3A001, 3A991, and 3E001) to any non-U.S. person (as defined in 22 C.F.R. § 120.63 and 15 C.F.R. § 772.1), including HSAG and its affiliates, without prior authorization from the applicable U.S. government agency (DDTC for ITAR-controlled items; Bureau of Industry and Security ("BIS") for EAR-controlled items).

(b) Procedures for Authorized Information Sharing. The TCP sets forth detailed procedures for the sharing of information between VPI and HSAG for legitimate business purposes — including financial reporting, strategic planning, and commercial product development — while safeguarding controlled technical data. The TCP identifies categories of information that may be shared with HSAG personnel (e.g., aggregate financial data, non-technical commercial information) and categories that are strictly prohibited from disclosure (e.g., classified information, ITAR technical data, EAR-controlled technology, proprietary GaN epitaxial recipes and die-level reliability screening processes).

(c) Protection of intellectual Property. The TCP includes provisions for the protection of VPI's intellectual property portfolio, which consists of forty-seven (47) issued U.S. patents, of which twenty-three (23) are government-funded patents subject to march-in rights under 35 U.S.C. § 203 and the reporting and rights provisions of DFARS 252.227-7038 (Patent Rights — Ownership by the Contractor); twelve (12) pending U.S. patent applications; and thirty-one (31) registered internal trade secrets maintained in VPI's proprietary trade secret registry, primarily comprising proprietary gallium nitride epitaxial growth recipes, high-electron-mobility transistor (HEMT) device architectures, die-level reliability screening processes, and classified production yield optimization methodologies. The TCP establishes protocols to prevent unauthorized access to, or exfiltration of, such intellectual property by HSAG or any non-U.S. person.

(d) Restrictions on Cross-Border R&D Collaboration. The TCP imposes restrictions on any research and development collaboration between VPI and HSAG entities (or any other non-U.S. entity), requiring prior GSC approval and, where applicable, U.S. government authorization, before VPI engages in any joint research, technology development, or co-production arrangement that involves or could involve controlled technical data.

3.2 TCP Officer Designation.

RESOLVED, that the GSC shall designate a Technology Control Plan Compliance Officer (the "TCP Officer") who shall be responsible for the day-to-day implementation, administration, and monitoring of the TCP. The initial TCP Officer shall be Col. (Ret.) Bryce Hendrickson, USAF, in his capacity as Facility Security Officer. The TCP Officer shall report directly to the GSC on all matters relating to TCP compliance and shall have authority to investigate and remediate any TCP violations, subject to the oversight and direction of the GSC.

3.3 TCP Training.

RESOLVED, that all VPI personnel — including directors, officers, employees, and contractors — and any HSAG personnel who have been granted authorized access to VPI unclassified (but controlled) information pursuant to the TCP, shall complete TCP compliance training within thirty (30) calendar days of the Effective Date. Thereafter, TCP compliance training shall be conducted on an annual basis and upon the onboarding of any new personnel with access to VPI controlled information. The TCP Officer shall maintain records of training completion and shall report any training deficiencies to the GSC.

SECTION 4 — ADOPTION OF CYBERSECURITY REQUIREMENTS

4.1 Approval and Adoption of Cybersecurity Requirements.

RESOLVED, that the Cybersecurity Requirements, substantially in the form attached hereto as Exhibit C (being the substance of Annex D to the NSA), are hereby adopted and approved by the Board, effective as of February 9, 2024 (the "Cybersecurity Requirements"). The Cybersecurity Requirements establish the technical, administrative, and physical cybersecurity controls applicable to VPI's information systems, networks, and data in order to safeguard classified information, controlled unclassified information (CUI), and other sensitive data from unauthorized access, exfiltration, or compromise. The key requirements include, without limitation:

(a) NIST SP 800-171 Compliance. VPI shall maintain compliance with the National Institute of Standards and Technology Special Publication 800-171, Revision 2 (Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations), for all VPI information systems that process, store, or transmit CUI. VPI shall maintain and update its System Security Plan (SSP) and Plan of Action and Milestones (POA&M) in accordance with NIST SP 800-171 and DFARS 252.204-7012 (Safeguarding Covered Defense Information and Cyber Incident Reporting).

(b) Annual Third-Party Penetration Testing. VPI shall engage a qualified, independent third-party cybersecurity firm — approved by the GSC — to conduct annual penetration testing of VPI's information technology infrastructure, including network perimeter assessments, internal vulnerability assessments, and application-level security testing. The results of each annual penetration test shall be reported to the GSC and to the CFIUS Monitoring Agencies through the third-party compliance monitor.

(c) Cybersecurity Incident Reporting. VPI shall report any cybersecurity incident involving actual or suspected unauthorized access to, or compromise of, classified information, CUI, or other controlled technical data to DCSA within seventy-two (72) hours of discovery of such incident. Cybersecurity incident reporting shall also comply with the requirements of DFARS 252.204-7012 and any additional reporting obligations under the NSA.

(d) Physical and Logical Separation from HSAG Network. VPI's information technology systems, networks, and data storage infrastructure shall be physically and logically separated from HSAG's global network, enterprise resource planning (ERP) systems, cloud infrastructure, and all other HSAG information systems. No shared cloud infrastructure shall be permitted between VPI and HSAG. VPI shall maintain independent domain controllers, firewalls, intrusion detection/prevention systems, and data backup systems. Any data exchange between VPI and HSAG shall occur only through approved, controlled channels as specified in the TCP and the Cybersecurity Requirements.

(e) Data Segregation. VPI shall implement and maintain data segregation controls to prevent unauthorized access by HSAG personnel, HSAG Designees, or any non-U.S. person to classified information, CUI, ITAR-controlled technical data, EAR-controlled technology, and proprietary trade secrets maintained by VPI. Data segregation controls shall include role-based access controls, multi-factor authentication, audit logging, and periodic access reviews.

4.2 Chief Information Security Officer.

RESOLVED, that the GSC shall have oversight authority over VPI's Chief Information Security Officer (or equivalent officer or employee responsible for information security) for all matters relating to cybersecurity compliance under the NSA and the Cybersecurity Requirements. The CISO shall report to the GSC on cybersecurity matters and shall be subject to the GSC's direction with respect to the implementation of the Cybersecurity Requirements. The appointment or replacement of the CISO shall require the prior approval of the GSC.

SECTION 5 — ENGAGEMENT OF THIRD-PARTY COMPLIANCE MONITOR

5.1 Ratification of Monitor Engagement.

RESOLVED, that the engagement of Whitmore Compliance Group LLC ("WCG"), a Virginia limited liability company with principal offices at 1300 Crystal Drive, Suite 710, Arlington, Virginia 22202 (principal: Gerald M. Whitmore, former Assistant Director of the Federal Bureau of Investigation's Counterintelligence Division, holding an active personnel security clearance at the TS/SCI level), as the third-party compliance monitor under the NSA (the "Monitor"), is hereby ratified, confirmed, and approved. The engagement of WCG is governed by that certain Third-Party Compliance Monitor Agreement, executed by and among HSAG, Halcyon US Holdings Inc., WCG, and the United States of America, acting through the CFIUS Monitoring Agencies. WCG was approved as the Monitor by the CFIUS Monitoring Agencies by letter dated December 8, 2023.

5.2 Monitor Scope and Access.

RESOLVED, that WCG, in its capacity as Monitor, shall conduct annual compliance audits covering all NSA compliance areas, including but not limited to: (i) Board governance and GSC composition and operations; (ii) TCP adherence and implementation; (iii) cybersecurity compliance, including NIST SP 800-171 compliance, IT system separation, and data segregation; (iv) facility access controls and FCL maintenance; (v) personnel continuity and key personnel retention; and (vi) pre-notification and reporting compliance. WCG shall prepare and submit annual compliance reports to the CFIUS Monitoring Agencies (DCSA, the U.S. Department of the Treasury, the U.S. Department of Defense, and the U.S. Department of Energy) and shall provide copies of the unclassified portions of such reports to the GSC. WCG shall have access to VPI facilities (including the Albuquerque Facility), personnel, books, records, information systems, and other materials as necessary to perform its monitoring functions, subject to the independence requirements set forth in the Third-Party Compliance Monitor Agreement.

The annual monitoring fee payable to WCG shall be One Million Two Hundred Thousand Dollars ($1,200,000), payable in equal quarterly installments of Three Hundred Thousand Dollars ($300,000) per quarter by HSAG (or, at HSAG's direction, by Halcyon US Holdings Inc.), subject to annual adjustment based on the Consumer Price Index for All Urban Consumers (CPI-U), as published by the U.S. Bureau of Labor Statistics, commencing with the second year of the engagement.

5.3 Board Cooperation.

RESOLVED, that the Board and all officers, employees, and agents of VPI shall cooperate fully and in good faith with WCG in the performance of its monitoring functions under the NSA and the Third-Party Compliance Monitor Agreement. Such cooperation shall include, without limitation, providing timely responses to information requests, facilitating access to VPI facilities and personnel, and promptly reporting to WCG any known or suspected NSA compliance issues.

SECTION 6 — FACILITY SECURITY CLEARANCE AND FACILITY SECURITY OFFICER

6.1 Confirmation of Facility Security Clearance Maintenance.

RESOLVED, that VPI shall maintain its existing Facility Security Clearance (FCL) at the SECRET level (CAGE Code 7VK92) at its Albuquerque Facility (9200 Innovation Boulevard, Albuquerque, New Mexico 87113; 45,000 sq. ft. GaN-on-SiC fabrication facility), in accordance with the NISPOM (32 C.F.R. Part 117), the requirements of DCSA, and the NSA. The Board acknowledges that the NSA functions as a Special Security Agreement (SSA) equivalent for purposes of foreign ownership, control, or influence (FOCI) mitigation under 32 C.F.R. § 117.11(d), and that no separate FOCI mitigation plan (such as a Proxy Agreement, Voting Trust Agreement, or Board Resolution) is required beyond the NSA itself. VPI shall continue to comply with all NISPOM requirements, including the submission of all required reports, certifications, and notifications to DCSA, and shall maintain its FCL in good standing.

6.2 Retention of Facility Security Officer.

RESOLVED, that Col. (Ret.) Bryce Hendrickson, USAF, is hereby confirmed as VPI's Facility Security Officer (FSO), continuing in that capacity post-Closing. The FSO shall be responsible for the day-to-day administration of VPI's industrial security program, including personnel security processing, classified document control, visitor access control, and NISPOM compliance, reporting to the GSC on all industrial security matters. The Board notes that notification to DCSA of the change in ownership of VPI has been prepared and will be submitted in accordance with 32 C.F.R. § 117.9(b) (referencing the Post-Closing DCSA Notification Letter to be filed with DCSA promptly following the Effective Date).

6.3 Facility Access Restrictions.

RESOLVED, that HSAG personnel (including officers, employees, contractors, and agents of HSAG and Halcyon US Holdings Inc., as well as the HSAG Designees) may not access VPI's classified facilities, including classified clean room Sections C-7 through C-12 of the Albuquerque Facility, without the prior written approval of both DCSA and the GSC, in accordance with Annex F to the NSA (Facility Access Procedures). Any request for access by HSAG personnel to the Albuquerque Facility shall be submitted to the GSC and the FSO in writing at least fourteen (14) business days in advance, and the FSO shall coordinate with DCSA as required. Access to unclassified areas of the Albuquerque Facility by HSAG personnel shall be subject to escort requirements and TCP protocols as specified in Annex F.

SECTION 7 — PERSONNEL CONTINUITY

7.1 Key Personnel Retention.

RESOLVED, that the following individuals are designated as Key Personnel under the NSA and are required to remain employed by VPI for a minimum of twenty-four (24) months following the Closing Date (i.e., through at least February 9, 2026), in accordance with Section 7.3 of the NSA:

(a) Dr. Nathan Trevorrow — Founder and Chief Executive Officer. Dr. Trevorrow is a United States citizen and holds an active personnel security clearance at the TS/SCI level. Dr. Trevorrow holds a Ph.D. in Electrical Engineering from Stanford University and a B.S. in Physics from the California Institute of Technology. Prior to founding VPI in 2009, Dr. Trevorrow served as a program manager at the Defense Advanced Research Projects Agency (DARPA), where he led technology development programs in wide-bandgap semiconductor devices for electronic warfare and radar applications.

(b) Marissa Sung-Avila — President and Chief Operating Officer. Ms. Sung-Avila is a United States citizen and holds an active personnel security clearance at the SECRET level. Ms. Sung-Avila holds an M.S. in Electrical Engineering from the Massachusetts Institute of Technology and a B.S. in Systems Engineering from the United States Military Academy at West Point. She is a former officer of the United States Army signal corps and served as a program manager at the Army Research Laboratory before joining VPI in 2013.

(c) Col. (Ret.) Bryce Hendrickson, USAF — Vice President, Government Programs, and Facility Security Officer. Col. (Ret.) Hendrickson's biographical details are as set forth in Section 1.2(a) above.

Any replacement of the foregoing Key Personnel, whether by voluntary resignation, involuntary termination, or otherwise, must be approved by both the GSC and DCSA prior to the effective date of such replacement. VPI shall provide written notice to the GSC and DCSA of any anticipated departure of Key Personnel at least sixty (60) days in advance (or, if advance notice is not practicable, as promptly as practicable), together with a proposed replacement candidate for the GSC's and DCSA's review and approval.

SECTION 8 — PRE-NOTIFICATION AND PENALTY PROVISIONS

8.1 Pre-Notification of Material Changes.

RESOLVED, that VPI and the Board shall comply with the NSA requirement that HSAG notify CFIUS (through the CFIUS Monitoring Agencies) at least thirty (30) calendar days before any material change to VPI's business, including but not limited to: (a) divestitures, sales, or transfers of VPI assets, product lines, or business units; (b) new foreign subcontracts or material amendments to existing foreign subcontracts; (c) changes to cleared personnel (including Key Personnel); (d) modifications to VPI's organizational structure, facility locations, or FCL status; (e) entry into new lines of business or withdrawal from existing lines of business; and (f) any other changes that could affect the national security considerations underlying the CFIUS clearance. The Board directs VPI management and the GSC to implement procedures to identify and flag any proposed actions that may trigger the pre-notification obligation and to coordinate with HSAG's legal counsel and CFIUS counsel to ensure timely and complete pre-notifications.

8.2 Penalty Provisions.

RESOLVED, that the Board hereby acknowledges that any violation of the NSA by VPI, HSAG, Halcyon US Holdings Inc., or any of their respective directors, officers, employees, or agents may result in the imposition of civil monetary penalties of up to Two Hundred Fifty Thousand Dollars ($250,000) per violation per day, injunctive relief, or, in the case of material or repeated violations, mandated divestiture of VPI by HSAG, as set forth in Section 12.3 of the NSA and 50 U.S.C. § 4565(l). The Board takes this matter with the utmost seriousness and directs VPI management, the GSC, the FSO, the TCP Officer, and all other responsible officers and employees to implement all necessary compliance measures — including training, monitoring, internal audits, and reporting — to prevent and promptly remediate any NSA violations.

SECTION 9 — OFFICER APPOINTMENTS AND CONFIRMATIONS

9.1 Confirmation of Officers.

RESOLVED, that the following individuals are hereby confirmed in their respective officer positions with VPI, effective as of February 9, 2024:

Each of the foregoing officers shall continue to serve in his or her respective capacity, subject to the governance framework established by the NSA, these resolutions, and the Company's Amended and Restated Bylaws.

SECTION 10 — GENERAL AND ADMINISTRATIVE MATTERS

10.1 Authorization of Officers to Take Implementing Actions.

RESOLVED, that the officers of VPI are hereby authorized and directed to take all actions and execute all instruments, agreements, certificates, filings, and other documents as may be necessary or advisable to implement the foregoing resolutions and to carry out the intent and purposes thereof, including but not limited to:

(a) filing any required amendments to VPI's Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws with the Secretary of State of the State of Delaware;

(b) executing and filing notifications to DCSA regarding the change in ownership of VPI, including the Post-Closing DCSA Notification Letter and any supplements thereto;

(c) executing and filing notifications to the Directorate of Defense Trade Controls (DDTC) regarding VPI's change in ownership and any required amendments to VPI's DDTC registration (Registration No. M-24817);

(d) providing notice to contracting officers under VPI's active DoD contracts, as required by the applicable contract clauses (including FAR 52.215-19 and DFARS 252.204-7008, as applicable);

(e) implementing the Technology Control Plan, the Cybersecurity Requirements, and the Facility Access Procedures in accordance with the NSA and the exhibits hereto;

(f) cooperating with Whitmore Compliance Group LLC in connection with its monitoring obligations under the NSA and the Third-Party Compliance Monitor Agreement; and

(g) taking such other and further actions as any officer of VPI may deem necessary or desirable in connection with the foregoing, the execution and delivery of any such instrument or document or the taking of any such action to be conclusive evidence of such officer's authority and approval.

10.2 Ratification of Prior Actions.

RESOLVED, that all actions heretofore taken by any officer or director of VPI (including, without limitation, actions taken by the prior Board of Directors and the officers listed in Section 9.1) in connection with or in furtherance of the matters contemplated by these resolutions, the SPA, the NSA, the Third-Party Compliance Monitor Agreement, or the Closing, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.

10.3 Governing Law.

RESOLVED, that these resolutions and all matters arising hereunder shall be governed by, and construed in accordance with, the Delaware General Corporation Law and the laws of the State of Delaware, without regard to the conflicts of law principles thereof.

SIGNATURES

The undersigned, constituting all of the members of the Board of Directors of Marlowe Asset Management Photonics Inc. as reconstituted pursuant to the National Security Agreement (Docket Ref. NSA-2024-0019; CFIUS Case No. CFIUS-023-07-3841), hereby execute this Unanimous Written Consent effective as of February 9, 2024. This Unanimous Written Consent may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Unanimous Written Consent by facsimile or electronic transmission (including by .pdf) shall be effective as delivery of a manually executed counterpart.

SECURITY BOARD MEMBERS:

Col. (Ret.) Bryce Hendrickson, USAF Security Board Member

Signature: ________

Date: February 9, 2024

Adrienne Delacroix Security Board Member

Signature: ________

Date: February 9, 2024

Margaret E. Caldwell Security Board Member / Independent Security Director / Chair of the Board

Signature: ________

Date: February 9, 2024

HSAG DESIGNEES:

Dr. Lukas Breitner HSAG Designee

Signature: ________

Date: February 9, 2024

Annika Vogt HSAG Designee

Signature: ________

Date: February 9, 2024

EXHIBIT LIST

The following exhibits are attached hereto and incorporated herein by reference:

Each of the foregoing Exhibits is maintained by the Secretary of the Company and is available for inspection by authorized persons in accordance with the terms of the NSA and applicable law. Classified annexes and attachments to the foregoing Exhibits, if any, are maintained by the Facility Security Officer in accordance with NISPOM requirements and are not available to HSAG Designees or non-cleared personnel.

Seat	Name	Role	Citizenship	Clearance Status
1	Col. (Ret.) Bryce Hendrickson, USAF	Security Board Member	U.S. Citizen	TS/SCI (Active)
2	Adrienne Delacroix	Security Board Member	U.S. Citizen	SECRET (Active); TS/SCI (Pending)
3	Margaret E. Caldwell	Security Board Member / Independent Security Director / Chair of the Board	U.S. Citizen	TS/SCI (Active)
4	Dr. Lukas Breitner	HSAG Designee	German Citizen	None (Restricted)
5	Annika Vogt	HSAG Designee	German Citizen	None (Restricted)
Name	Title
Dr. Nathan Trevorrow	Chief Executive Officer
Marissa Sung-Avila	President and Chief Operating Officer
Derek Wainsborough, CPA	Chief Financial Officer
Col. (Ret.) Bryce Hendrickson, USAF	Vice President, Government Programs, and Facility Security Officer
Exhibit	Description
Exhibit A	Government Security Committee Charter (being the substance of NSA Annex C — Governance Provisions & Security Board Charter)
Exhibit B	Technology Control Plan (being the substance of NSA Annex B)
Exhibit C	Cybersecurity Requirements (being the substance of NSA Annex D)

UNANIMOUS WRITTEN CONSENT
OF THE BOARD OF DIRECTORS
OF Marlowe Asset Management PHOTONICS INC.
IN LIEU OF A SPECIAL MEETING
Marlowe Asset Management Photonics Inc. a Delaware corporation
EIN: 26-4371885 | Incorporated: February 14, 2009 CAGE Code: 7VK92 | DUNS Number: 07-812-4493
Corporate Headquarters: 7400 Ridgeline Parkway, Colorado Springs, CO 80919 Fabrication Facility: 9200 Innovation Boulevard, Albuquerque, NM 87113
Effective Date: February 9, 2024
The undersigned, constituting all of the members of the reconstituted Board of Directors (the "Board") of Marlowe Asset Management Photonics Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company" or "VPI"), effective as of February 9, 2024 (the "Effective Date"), hereby adopt the following recitals and resolutions by unanimous written consent in lieu of a special meeting, pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and the Amended and Restated Bylaws of the Company. No meeting or vote is required to adopt these resolutions, and this Unanimous Written Consent shall have the same force and effect as if adopted at a duly called and held special meeting of the Board at which all directors were present and voted in favor of such resolutions.
RECITALS
WHEREAS (A) — The Acquisition. Reference is hereby made to that certain Stock Purchase Agreement, dated as of June 10, 2023 (as amended, supplemented, or otherwise modified from time to time, the "SPA"), by and among (i) Halcyon US Holdings Inc., a Delaware corporation (EIN 93-2841067), with its registered agent at 160 Greentree Drive, Suite 101, Dover, Delaware 19904, an acquisition vehicle and wholly owned subsidiary of Halcyon Semiconductor Aktiengesellschaft ("HSAG"), a German Aktiengesellschaft organized under the laws of the Federal Republic of Germany, registered with the Handelsregister of the Amtsgericht Dresden under registration number HRB 28416, with Legal Entity Identifier (LEI) 5299007KXQ2M4GHILZ38, headquartered at Industriestraße 44, 01099 Dresden, Saxony, Germany, and whose ordinary shares are listed on the Frankfurt Stock Exchange (XETRA: HLC) (Halcyon US Holdings Inc. and HSAG, collectively, the "Buyers"), (ii) VPI, and (iii) the stockholders of VPI (collectively, the "Sellers"), identified as follows:
(a) Dr. Nathan Trevorrow, individually, and the Nathan D. Trevorrow 2011 Family Trust and the Trevorrow Family Irrevocable Trust dated March 12, 2016 (collectively, the "Trevorrow Interests"), holding in the aggregate approximately 22.4% of VPI's issued and outstanding capital stock;
(b) Marissa Sung-Avila, individually, holding approximately 4.1% of VPI's issued and outstanding capital stock;
(c) Ridgecrest Ventures Fund III, L.P., a Delaware limited partnership (general partner: Ridgecrest Ventures Management LLC; principal: Franklin Yee; principal office: 3300 Sand Hill Road, Suite 220, Menlo Park, California 94025), holding approximately 31.7% of VPI's issued and outstanding capital stock;
(d) Cascadian Capital Partners Growth Fund II, L.P., a Delaware limited partnership (general partner: Cascadian Capital Partners Management LLC; principal: Olivia Hartmann; principal office: 1201 Third Avenue, Suite 4400, Seattle, Washington 98101), holding approximately 24.3% of VPI's issued and outstanding capital stock;
(e) holders of employee stock options exercisable for or representing approximately 11.8% of VPI's issued and outstanding capital stock (on a fully diluted, as-exercised basis); and
(f) various angel investors holding in the aggregate approximately 5.7% of VPI's issued and outstanding capital stock.
The aggregate purchase price payable under the SPA was One Billion Four Hundred Twenty Million Dollars ($1,420,000,000), calculated on a cash-free, debt-free basis with a normalized net working capital target of Thirty-Four Million Six Hundred Thousand Dollars ($34,600,000), subject to customary post-closing adjustments as set forth in Article III of the SPA. The closing of the transactions contemplated by the SPA (the "Closing") occurred on February 9, 2024 (the "Closing Date"). As a result of the Closing, VPI is now a wholly owned indirect subsidiary of HSAG, held through Halcyon US Holdings Inc.
WHEREAS (B) — The National Security Agreement. In connection with the transactions contemplated by the SPA, and as a condition to the clearance thereof by the Committee on Foreign Investment in the United States ("CFIUS"), reference is hereby made to that certain National Security Agreement, docket reference NSA-2024-0019 (the "NSA"), executed as of January 19, 2024, by and among HSAG, Halcyon US Holdings Inc., VPI, and the United States of America, acting through the U.S. Department of the Treasury (in its capacity as chair of CFIUS), the U.S. Department of Defense, and the U.S. Department of Energy (collectively, the "CFIUS Monitoring Agencies"). The transactions contemplated by the SPA were the subject of a voluntary joint notice filed with CFIUS and assigned CFIUS Case No. CFIUS-023-07-3841. A CFIUS clearance letter constituting a safe harbor determination under 50 U.S.C. § 4565(b)(1)(D) was issued on January 26, 2024, conditioned upon, among other things, full compliance with the NSA. The NSA requires, among other things:
(a) reconstitution of VPI's Board of Directors in accordance with the governance requirements set forth in the NSA;
(b) establishment of a Government Security Committee of the Board of Directors with exclusive authority over classified programs, export-controlled information, and related security matters;
(c) adoption by VPI of a Technology Control Plan governing the handling, access, use, and transfer of VPI's controlled technical data and technology;
(d) adoption by VPI of cybersecurity requirements mandating the physical and logical separation of VPI's information technology systems from HSAG's global network and related protections;
(e) engagement of a third-party compliance monitor, approved by the CFIUS Monitoring Agencies, to conduct annual compliance audits and report to the CFIUS Monitoring Agencies; and
(f) maintenance of the Company's Facility Security Clearance at the SECRET level at its Albuquerque fabrication facility, with continued compliance with the requirements of the National Industrial Security Program Operating Manual (NISPOM) (32 C.F.R. Part 117) and related industrial security directives.
WHEREAS (C) — Board Reconstitution Requirement. Section 5.1 (Governance) of the NSA requires that VPI's Board of Directors be reconstituted, effective as of the Closing Date, as a five-member board consisting of: (i) three "Security Board Members," each of whom must be a United States citizen holding or eligible for a personnel security clearance at the TOP SECRET/SENSITIVE COMPARTMENTED INFORMATION (TS/SCI) level, including one independent Security Director who shall serve as Chair of the Board and Chair of the Government Security Committee; and (ii) two designees of HSAG (the "HSAG Designees"), who may not hold or access classified information or export-controlled technical data except as expressly authorized under the NSA and the Technology Control Plan. The CFIUS Monitoring Agencies approved the proposed Security Board Members by letter dated December 14, 2023 (referenced in the Letter to CFIUS — Proposed Security Board Members, filed by counsel for HSAG on December 1, 2023).
WHEREAS (D) — Prior Board Composition. Prior to the Closing, the Board of Directors of VPI consisted of the following five members:
(i) Dr. Nathan Trevorrow — Chairman of the Board;
(ii) Marissa Sung-Avila — Director;
(iii) Franklin Yee — Director (designee of Ridgecrest Ventures Fund III, L.P.);
(iv) Olivia Hartmann — Director (designee of Cascadian Capital Partners Growth Fund II, L.P.); and
(v) Adrienne Delacroix — Independent Director.
As a result of the Closing and the consummation of the sale of all outstanding equity interests in VPI to Halcyon US Holdings Inc. pursuant to the SPA, the designees of the former institutional stockholders — Franklin Yee (designee of Ridgecrest Ventures Fund III, L.P.) and Olivia Hartmann (designee of Cascadian Capital Partners Growth Fund II, L.P.) — tendered their resignations from the Board, effective upon the Closing. Dr. Nathan Trevorrow tendered his resignation as Chairman of the Board and as a member of the Board, effective upon the Closing, and shall continue in his capacity as the Company's Chief Executive Officer under the reconstituted governance structure. Marissa Sung-Avila tendered her resignation as a member of the Board, effective upon the Closing, and shall continue in her capacity as the Company's President and Chief Operating Officer. Neither Dr. Trevorrow nor Ms. Sung-Avila is among the three Security Board Members appointed pursuant to the NSA.
WHEREAS (E) — Authority. The undersigned constitute all of the members of the reconstituted Board of Directors of VPI, effective as of the Closing Date. Pursuant to Section 141(f) of the DGCL, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee.
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors of VPI hereby adopts the following resolutions:
SECTION 1 — RECONSTITUTION OF THE BOARD OF DIRECTORS
1.1 Acceptance of Resignations.
RESOLVED, that the Board hereby accepts the following resignations from the Board of Directors of VPI, each effective as of February 9, 2024 (the Closing Date):
(a) Franklin Yee — the resignation of Franklin Yee as a member of the Board of Directors is hereby accepted. The Board notes that Mr. Yee's service was in his capacity as the designee of Ridgecrest Ventures Fund III, L.P., and that his resignation is a natural consequence of Ridgecrest Ventures' sale of all of its equity interests in VPI pursuant to the SPA. The Board thanks Mr. Yee for his dedicated service to the Company during his tenure as a director.
(b) Olivia Hartmann — the resignation of Olivia Hartmann as a member of the Board of Directors is hereby accepted. The Board notes that Ms. Hartmann's service was in her capacity as the designee of Cascadian Capital Partners Growth Fund II, L.P., and that her resignation is a natural consequence of Cascadian Capital Partners' sale of all of its equity interests in VPI pursuant to the SPA. The Board thanks Ms. Hartmann for her dedicated service to the Company during her tenure as a director.
(c) Dr. Nathan Trevorrow — the resignation of Dr. Nathan Trevorrow as Chairman of the Board and as a member of the Board of Directors is hereby accepted. Dr. Trevorrow is not among the three Security Board Members appointed pursuant to the NSA; however, the Board acknowledges that Dr. Trevorrow shall continue in his capacity as Chief Executive Officer of the Company. Dr. Trevorrow is designated as Key Personnel under the NSA and is required to remain employed by the Company for a minimum of 24 months following the Closing Date, as set forth in Section 7.1 hereof.
(d) Marissa Sung-Avila — the resignation of Marissa Sung-Avila as a member of the Board of Directors is hereby accepted. Ms. Sung-Avila is not among the three Security Board Members appointed pursuant to the NSA; however, the Board acknowledges that Ms. Sung-Avila shall continue in her capacity as President and Chief Operating Officer of the Company. Ms. Sung-Avila is designated as Key Personnel under the NSA and is required to remain employed by the Company for a minimum of 24 months following the Closing Date, as set forth in Section 7.1 hereof.
1.2 Appointment of Security Board Members.
RESOLVED, that the following individuals are hereby appointed as Security Board Members of the Board of Directors of VPI, effective as of February 9, 2024, in accordance with Section 5.1 of the NSA and the approval of the CFIUS Monitoring Agencies:
(a) Col. (Ret.) Bryce Hendrickson, USAF — Security Board Member. Col. (Ret.) Hendrickson is a United States citizen and holds an active personnel security clearance at the TOP SECRET/SENSITIVE COMPARTMENTED INFORMATION (TS/SCI) level. Col. (Ret.) Hendrickson currently serves as Vice President, Government Programs and Facility Security Officer of VPI. His principal business address is: Marlowe Asset Management Photonics Inc., 9200 Innovation Boulevard, Albuquerque, New Mexico 87113. Col. (Ret.) Hendrickson served twenty-six years in the United States Air Force, including assignments at the Air Force Research Laboratory (AFRL) and the Defense intelligence Agency, retiring at the rank of Colonel. He has served as VPI's Facility Security Officer since 2017 and has extensive experience in industrial security, NISPOM compliance, and oversight of classified defense programs.
(b) Adrienne Delacroix — Security Board Member. Ms. Delacroix is a United States citizen and holds an active personnel security clearance at the SECRET level (with eligibility for upgrade to TS/SCI, pending completion of a Tier 5 investigation initiated on January 4, 2024, under DCSA auspices). Ms. Delacroix has served as an independent director of VPI since 2020 and continues in that capacity under the reconstituted Board. Her address is on file with the Secretary of the Company. Ms. Delacroix holds a J.D. from Georgetown University Law Center and previously served as Deputy General Counsel of the Defense Information Systems Agency (DISA). She brings substantial expertise in government contracts law, cybersecurity regulation, and corporate governance.
(c) Margaret E. Caldwell — Security Board Member / Independent Security Director. Ms. Caldwell is a United States citizen and holds an active personnel security clearance at the TOP SECRET/SENSITIVE COMPARTMENTED INFORMATION (TS/SCI) level. Ms. Caldwell is independent of both VPI management and HSAG (and its affiliates) and has been appointed as the Independent Security Director in accordance with Section 5.1(c) of the NSA and the approval of the CFIUS Monitoring Agencies by letter dated December 14, 2023. Her address is on file with the Secretary of the Company. Ms. Caldwell is the former Deputy Under Secretary of Defense for intelligence and Security (2015–2019) and previously served as a Senior Executive Service (SES) member of the National Security Agency. She holds a B.S. in Electrical Engineering from the Virginia Military Institute and an M.S. in National Security Strategy from the National War College. She currently serves on the boards of two other defense-sector companies subject to FOCI mitigation arrangements and has been recognized by DCSA for her expertise in foreign ownership, control, or influence (FOCI) governance structures.
1.3 Appointment of HSAG Designees.
RESOLVED, that the following individuals, designated by Halcyon Semiconductor Aktiengesellschaft, are hereby appointed as HSAG Designees to the Board of Directors of VPI, effective as of February 9, 2024, in accordance with Section 5.1 of the NSA:
(a) Dr. Lukas Breitner — HSAG Designee. Dr. Breitner has been designated by HSAG to serve on the Board. Dr. Breitner is a citizen of the Federal Republic of Germany and currently serves as Chief Technology Officer of HSAG's Compound Semiconductor Division, based at Industriestraße 44, 01099 Dresden, Saxony, Germany. The Board acknowledges that Dr. Breitner, as an HSAG Designee, may not hold or access classified information of VPI, may not attend meetings or receive materials of the Government Security Committee, and is subject to all restrictions set forth in the NSA, the Technology Control Plan, and applicable U.S. export control laws and regulations — including the International Traffic in Arms Regulations ("ITAR," 22 C.F.R. Parts 120–130) and the Export Administration Regulations ("EAR," 15 C.F.R. Parts 730–774) — regarding access to ITAR-controlled and EAR-controlled technical data of VPI.
(b) Annika Vogt — HSAG Designee. Ms. Vogt has been designated by HSAG to serve on the Board. Ms. Vogt is a citizen of the Federal Republic of Germany and currently serves as Senior Vice President, Corporate Strategy and M&A, of HSAG, based at Industriestraße 44, 01099 Dresden, Saxony, Germany. The Board acknowledges that Ms. Vogt, as an HSAG Designee, is subject to the same restrictions on access to classified information and export-controlled technical data as are set forth in Section 1.3(a) above with respect to Dr. Breitner.
1.4 Confirmation of Board Composition.
RESOLVED, that the Board of Directors of Marlowe Asset Management Photonics Inc., effective as of February 9, 2024, shall consist of the following five members:
FURTHER RESOLVED, that the Board confirms that the foregoing composition satisfies the requirements of Section 5.1 of the NSA, including the requirement that the Board consist of three Security Board Members, each of whom is a United States citizen holding or eligible for a personnel security clearance at the TS/SCI level, and two HSAG Designees, who are subject to the restrictions on access to classified information and controlled technical data set forth in the NSA, the Technology Control Plan, and applicable law.
1.5 Election of Board Chair.
RESOLVED, that Margaret E. Caldwell is hereby elected as Chair of the Board of Directors of VPI, effective as of February 9, 2024, in her capacity as Independent Security Director, consistent with the governance requirements set forth in Section 5.1(c) of the NSA. Ms. Caldwell shall serve as Chair of the Board for so long as she continues to serve as the Independent Security Director or until her successor is duly appointed in accordance with the NSA and the Company's Amended and Restated Bylaws.
SECTION 2 — ESTABLISHMENT OF THE GOVERNMENT SECURITY COMMITTEE
2.1 Formation of the Government Security Committee.
RESOLVED, that the Government Security Committee (the "GSC") of the Board of Directors of VPI is hereby established as a standing committee of the Board, effective as of February 9, 2024, in accordance with Section 5.2 of the NSA and Annex C thereto (the "Governance Provisions & Security Board Charter"). The GSC is established pursuant to Section 141(c) of the DGCL and shall exercise the powers, duties, and responsibilities set forth in this Section 2, the GSC Charter (as defined below), and the NSA.
2.2 Composition of the Government Security Committee.
RESOLVED, that the GSC shall be composed exclusively of the three Security Board Members, as follows:
(a) Margaret E. Caldwell — Chair of the GSC (in her capacity as Independent Security Director);
(b) Col. (Ret.) Bryce Hendrickson, USAF; and
(c) Adrienne Delacroix.
No HSAG Designee (including Dr. Lukas Breitner and Annika Vogt) may serve on the GSC, attend meetings of the GSC (whether in person, by teleconference, or otherwise), receive the agenda, minutes, or materials of the GSC, or have access to any classified or export-controlled information discussed or maintained by the GSC, except to the limited extent expressly permitted under the NSA and the Technology Control Plan. A quorum of the GSC shall consist of two of the three Security Board Members, including the Chair or her designee.
2.3 Authority and Responsibilities of the Government Security Committee.
RESOLVED, that the GSC shall have exclusive authority over the following matters, which shall not be subject to review, approval, veto, or override by the full Board, by HSAG, by Halcyon US Holdings Inc., or by any HSAG Designee, except as expressly set forth in the NSA:
(a) Classified Programs and Classified Information. All classified programs, classified contracts, classified subcontracts, and classified information of VPI, including the planning, execution, and oversight thereof, and all interactions with U.S. government customers and agencies relating to classified matters.
(b) ITAR-Controlled and EAR-Controlled Programs. All programs, defense articles, defense services, and technical data controlled under the International Traffic in Arms Regulations (ITAR), including items described in Category XI(a)(3) of the United States Munitions List (USML), and all items, technology, and software controlled under the Export Administration Regulations (EAR), including items classified under Export Control Classification Numbers (ECCNs) 3A001 (certain microwave and millimeter wave discrete devices and components), 3A991 (electronic devices not controlled by 3A001), and 3E001 (technology for the development or production of items controlled by 3A001). The GSC shall have exclusive authority over all export license applications, Technology Assistance Agreements (TAAs), Manufacturing License Agreements (MLAs), and other authorizations required under ITAR or EAR for VPI's controlled items.
(c) Personnel Security. All personnel security decisions of VPI, including the hiring, termination, reassignment, and clearance sponsorship of VPI's 212 cleared employees, as well as all personnel security matters relating to VPI's Facility Security Clearance and compliance with the NISPOM (32 C.F.R. Part 117).
(d) Facility Security — Albuquerque Fabrication Facility. Facility security for VPI's Albuquerque fabrication facility, located at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113 (the "Albuquerque Facility"), a 45,000-square-foot gallium nitride-on-silicon carbide (GaN-on-SiC) fabrication facility, including the Company's Facility Security Clearance at the SECRET level (CAGE Code 7VK92). The GSC's authority over facility security includes, without limitation, the oversight and management of classified clean room areas, designated as Sections C-7 through C-12 of the Albuquerque Facility, which house VPI's classified production lines and classified research and development activities.
(e) Oversight of Facility Security Officer. Oversight and supervision of VPI's Facility Security Officer (currently Col. (Ret.) Bryce Hendrickson, USAF), including authority to direct the FSO in all matters relating to industrial security, personnel security, and NISPOM compliance.
(f) DDTC Registration and Export Licenses. Compliance with VPI's registration with the Directorate of Defense Trade Controls (DDTC) of the U.S. Department of State (Registration No. M-24817) and oversight of VPI's active DSP-5 export licenses, of which VPI currently holds three (3) licenses authorizing the export of certain defense articles to NATO allies, specifically to customers and end-users in the United Kingdom and the Commonwealth of Australia. The GSC shall ensure that all export activities are conducted in compliance with ITAR, EAR, and the terms and conditions of applicable export licenses.
(g) DoD Contract Oversight. Oversight of the performance of VPI's fourteen (14) active contracts with the U.S. Department of Defense and other U.S. government agencies, representing an aggregate contract backlog of approximately One Hundred Ninety-Three Million Dollars ($193,000,000), as follows:
(i) Contracts with the U.S. Army Program Executive Office for intelligence, Electronic Warfare & Sensors (PEO IEW&S), with an aggregate value of approximately $52,300,000;
(ii) Contracts with the Air Force Research Laboratory (AFRL), with an aggregate value of approximately $41,700,000;
(iii) Contracts with the Missile Defense Agency (MDA), with an aggregate value of approximately $38,900,000;
(iv) A subcontract to Ironclad Defense Systems Inc. under a prime contract with the Naval Sea Systems Command (NAVSEA), with an aggregate value of approximately $34,100,000; and
(v) Contracts with the U.S. Department of Homeland Security, Science and Technology Directorate (DHS S&T), with an aggregate value of approximately $26,000,000.
(h) Communications with Government Agencies. All communications with the Defense Counterintelligence and Security Agency (DCSA) and the CFIUS Monitoring Agencies (the U.S. Department of the Treasury, the U.S. Department of Defense, and the U.S. Department of Energy) relating to VPI's compliance with the NSA, the NISPOM, and applicable industrial security directives.
(i) Key Cleared Personnel Approvals. Approval of any changes to key cleared personnel, including the replacement of Dr. Nathan Trevorrow (Founder & CEO), Marissa Sung-Avila (President & COO), and Col. (Ret.) Bryce Hendrickson (VP, Government Programs / FSO), each of whom must remain employed by VPI for a minimum of 24 months following the Closing Date (i.e., through at least February 9, 2026), or whose replacements must be approved by both the GSC and DCSA prior to taking effect.
(j) CFIUS Pre-Notification Matters. Approval of any material changes to VPI's business that must be pre-notified to CFIUS at least thirty (30) days in advance under Section 9.1 of the NSA, including but not limited to divestitures, new foreign subcontracts, changes to cleared personnel, and modifications to the organizational structure of VPI.
The foregoing enumeration of matters within the exclusive authority of the GSC is not exhaustive and shall be supplemented by the provisions of the GSC Charter and the NSA. In the event of any conflict between the resolutions set forth herein and the NSA, the terms of the NSA shall control. Matters requiring GSC-only approval shall be distinguished from matters requiring full Board approval in accordance with the delineation set forth in Annex C to the NSA (the GSC Charter).
2.4 Government Security Committee Charter.
RESOLVED, that the charter of the Government Security Committee, substantially in the form attached hereto as Exhibit A (being the substance of Annex C to the NSA — Governance Provisions & Security Board Charter), is hereby adopted and approved by the Board, effective as of February 9, 2024 (the "GSC Charter"). The GSC Charter sets forth the detailed powers, duties, responsibilities, procedures, and reporting obligations of the GSC and shall be administered and interpreted in a manner consistent with the NSA and all applicable laws and regulations.
2.5 Government Security Committee Reporting.
RESOLVED, that the GSC shall report to the full Board on unclassified business matters to the extent permitted under the NSA, applicable law, and the NISPOM, including periodic reports on the status of VPI's unclassified government contracts, financial performance of government programs, and general compliance matters. Classified matters, classified program details, ITAR-controlled technical data, and other information restricted under the NSA or applicable law shall not be disclosed to the HSAG Designees or to any personnel of HSAG or Halcyon US Holdings Inc. in any forum, including Board meetings, committee meetings, written reports, electronic communications, or informal discussions. The GSC Chair shall determine, in her sole discretion, what information may be shared with the full Board and what information must be restricted to the GSC, consistent with the NSA and applicable law.
SECTION 3 — ADOPTION OF THE TECHNOLOGY CONTROL PLAN
3.1 Approval and Adoption of the Technology Control Plan.
RESOLVED, that the Technology Control Plan (the "TCP"), substantially in the form attached hereto as Exhibit B (being the substance of Annex B to the NSA), is hereby adopted and approved by the Board, effective as of February 9, 2024. The TCP establishes the procedures and safeguards governing access to, use of, and transfer of VPI's technical data and technology, and shall be binding upon VPI, its directors, officers, employees, contractors, and all HSAG and Halcyon US Holdings Inc. personnel who may have authorized contact with VPI. The TCP addresses, among other things, the following:
(a) Prohibition on Transfer of Controlled Technical Data. The TCP prohibits the transfer of ITAR-controlled defense articles and technical data (including items classified under Category XI(a)(3) of the USML) and EAR-controlled items, technology, and software (including items classified under ECCNs 3A001, 3A991, and 3E001) to any non-U.S. person (as defined in 22 C.F.R. § 120.63 and 15 C.F.R. § 772.1), including HSAG and its affiliates, without prior authorization from the applicable U.S. government agency (DDTC for ITAR-controlled items; Bureau of Industry and Security ("BIS") for EAR-controlled items).
(b) Procedures for Authorized Information Sharing. The TCP sets forth detailed procedures for the sharing of information between VPI and HSAG for legitimate business purposes — including financial reporting, strategic planning, and commercial product development — while safeguarding controlled technical data. The TCP identifies categories of information that may be shared with HSAG personnel (e.g., aggregate financial data, non-technical commercial information) and categories that are strictly prohibited from disclosure (e.g., classified information, ITAR technical data, EAR-controlled technology, proprietary GaN epitaxial recipes and die-level reliability screening processes).
(c) Protection of intellectual Property. The TCP includes provisions for the protection of VPI's intellectual property portfolio, which consists of forty-seven (47) issued U.S. patents, of which twenty-three (23) are government-funded patents subject to march-in rights under 35 U.S.C. § 203 and the reporting and rights provisions of DFARS 252.227-7038 (Patent Rights — Ownership by the Contractor); twelve (12) pending U.S. patent applications; and thirty-one (31) registered internal trade secrets maintained in VPI's proprietary trade secret registry, primarily comprising proprietary gallium nitride epitaxial growth recipes, high-electron-mobility transistor (HEMT) device architectures, die-level reliability screening processes, and classified production yield optimization methodologies. The TCP establishes protocols to prevent unauthorized access to, or exfiltration of, such intellectual property by HSAG or any non-U.S. person.
(d) Restrictions on Cross-Border R&D Collaboration. The TCP imposes restrictions on any research and development collaboration between VPI and HSAG entities (or any other non-U.S. entity), requiring prior GSC approval and, where applicable, U.S. government authorization, before VPI engages in any joint research, technology development, or co-production arrangement that involves or could involve controlled technical data.
3.2 TCP Officer Designation.
RESOLVED, that the GSC shall designate a Technology Control Plan Compliance Officer (the "TCP Officer") who shall be responsible for the day-to-day implementation, administration, and monitoring of the TCP. The initial TCP Officer shall be Col. (Ret.) Bryce Hendrickson, USAF, in his capacity as Facility Security Officer. The TCP Officer shall report directly to the GSC on all matters relating to TCP compliance and shall have authority to investigate and remediate any TCP violations, subject to the oversight and direction of the GSC.
3.3 TCP Training.
RESOLVED, that all VPI personnel — including directors, officers, employees, and contractors — and any HSAG personnel who have been granted authorized access to VPI unclassified (but controlled) information pursuant to the TCP, shall complete TCP compliance training within thirty (30) calendar days of the Effective Date. Thereafter, TCP compliance training shall be conducted on an annual basis and upon the onboarding of any new personnel with access to VPI controlled information. The TCP Officer shall maintain records of training completion and shall report any training deficiencies to the GSC.
SECTION 4 — ADOPTION OF CYBERSECURITY REQUIREMENTS
4.1 Approval and Adoption of Cybersecurity Requirements.
RESOLVED, that the Cybersecurity Requirements, substantially in the form attached hereto as Exhibit C (being the substance of Annex D to the NSA), are hereby adopted and approved by the Board, effective as of February 9, 2024 (the "Cybersecurity Requirements"). The Cybersecurity Requirements establish the technical, administrative, and physical cybersecurity controls applicable to VPI's information systems, networks, and data in order to safeguard classified information, controlled unclassified information (CUI), and other sensitive data from unauthorized access, exfiltration, or compromise. The key requirements include, without limitation:
(a) NIST SP 800-171 Compliance. VPI shall maintain compliance with the National Institute of Standards and Technology Special Publication 800-171, Revision 2 (Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations), for all VPI information systems that process, store, or transmit CUI. VPI shall maintain and update its System Security Plan (SSP) and Plan of Action and Milestones (POA&M) in accordance with NIST SP 800-171 and DFARS 252.204-7012 (Safeguarding Covered Defense Information and Cyber Incident Reporting).
(b) Annual Third-Party Penetration Testing. VPI shall engage a qualified, independent third-party cybersecurity firm — approved by the GSC — to conduct annual penetration testing of VPI's information technology infrastructure, including network perimeter assessments, internal vulnerability assessments, and application-level security testing. The results of each annual penetration test shall be reported to the GSC and to the CFIUS Monitoring Agencies through the third-party compliance monitor.
(c) Cybersecurity Incident Reporting. VPI shall report any cybersecurity incident involving actual or suspected unauthorized access to, or compromise of, classified information, CUI, or other controlled technical data to DCSA within seventy-two (72) hours of discovery of such incident. Cybersecurity incident reporting shall also comply with the requirements of DFARS 252.204-7012 and any additional reporting obligations under the NSA.
(d) Physical and Logical Separation from HSAG Network. VPI's information technology systems, networks, and data storage infrastructure shall be physically and logically separated from HSAG's global network, enterprise resource planning (ERP) systems, cloud infrastructure, and all other HSAG information systems. No shared cloud infrastructure shall be permitted between VPI and HSAG. VPI shall maintain independent domain controllers, firewalls, intrusion detection/prevention systems, and data backup systems. Any data exchange between VPI and HSAG shall occur only through approved, controlled channels as specified in the TCP and the Cybersecurity Requirements.
(e) Data Segregation. VPI shall implement and maintain data segregation controls to prevent unauthorized access by HSAG personnel, HSAG Designees, or any non-U.S. person to classified information, CUI, ITAR-controlled technical data, EAR-controlled technology, and proprietary trade secrets maintained by VPI. Data segregation controls shall include role-based access controls, multi-factor authentication, audit logging, and periodic access reviews.
4.2 Chief Information Security Officer.
RESOLVED, that the GSC shall have oversight authority over VPI's Chief Information Security Officer (or equivalent officer or employee responsible for information security) for all matters relating to cybersecurity compliance under the NSA and the Cybersecurity Requirements. The CISO shall report to the GSC on cybersecurity matters and shall be subject to the GSC's direction with respect to the implementation of the Cybersecurity Requirements. The appointment or replacement of the CISO shall require the prior approval of the GSC.
SECTION 5 — ENGAGEMENT OF THIRD-PARTY COMPLIANCE MONITOR
5.1 Ratification of Monitor Engagement.
RESOLVED, that the engagement of Whitmore Compliance Group LLC ("WCG"), a Virginia limited liability company with principal offices at 1300 Crystal Drive, Suite 710, Arlington, Virginia 22202 (principal: Gerald M. Whitmore, former Assistant Director of the Federal Bureau of Investigation's Counterintelligence Division, holding an active personnel security clearance at the TS/SCI level), as the third-party compliance monitor under the NSA (the "Monitor"), is hereby ratified, confirmed, and approved. The engagement of WCG is governed by that certain Third-Party Compliance Monitor Agreement, executed by and among HSAG, Halcyon US Holdings Inc., WCG, and the United States of America, acting through the CFIUS Monitoring Agencies. WCG was approved as the Monitor by the CFIUS Monitoring Agencies by letter dated December 8, 2023.
5.2 Monitor Scope and Access.
RESOLVED, that WCG, in its capacity as Monitor, shall conduct annual compliance audits covering all NSA compliance areas, including but not limited to: (i) Board governance and GSC composition and operations; (ii) TCP adherence and implementation; (iii) cybersecurity compliance, including NIST SP 800-171 compliance, IT system separation, and data segregation; (iv) facility access controls and FCL maintenance; (v) personnel continuity and key personnel retention; and (vi) pre-notification and reporting compliance. WCG shall prepare and submit annual compliance reports to the CFIUS Monitoring Agencies (DCSA, the U.S. Department of the Treasury, the U.S. Department of Defense, and the U.S. Department of Energy) and shall provide copies of the unclassified portions of such reports to the GSC. WCG shall have access to VPI facilities (including the Albuquerque Facility), personnel, books, records, information systems, and other materials as necessary to perform its monitoring functions, subject to the independence requirements set forth in the Third-Party Compliance Monitor Agreement.
The annual monitoring fee payable to WCG shall be One Million Two Hundred Thousand Dollars ($1,200,000), payable in equal quarterly installments of Three Hundred Thousand Dollars ($300,000) per quarter by HSAG (or, at HSAG's direction, by Halcyon US Holdings Inc.), subject to annual adjustment based on the Consumer Price Index for All Urban Consumers (CPI-U), as published by the U.S. Bureau of Labor Statistics, commencing with the second year of the engagement.
5.3 Board Cooperation.
RESOLVED, that the Board and all officers, employees, and agents of VPI shall cooperate fully and in good faith with WCG in the performance of its monitoring functions under the NSA and the Third-Party Compliance Monitor Agreement. Such cooperation shall include, without limitation, providing timely responses to information requests, facilitating access to VPI facilities and personnel, and promptly reporting to WCG any known or suspected NSA compliance issues.
SECTION 6 — FACILITY SECURITY CLEARANCE AND FACILITY SECURITY OFFICER
6.1 Confirmation of Facility Security Clearance Maintenance.
RESOLVED, that VPI shall maintain its existing Facility Security Clearance (FCL) at the SECRET level (CAGE Code 7VK92) at its Albuquerque Facility (9200 Innovation Boulevard, Albuquerque, New Mexico 87113; 45,000 sq. ft. GaN-on-SiC fabrication facility), in accordance with the NISPOM (32 C.F.R. Part 117), the requirements of DCSA, and the NSA. The Board acknowledges that the NSA functions as a Special Security Agreement (SSA) equivalent for purposes of foreign ownership, control, or influence (FOCI) mitigation under 32 C.F.R. § 117.11(d), and that no separate FOCI mitigation plan (such as a Proxy Agreement, Voting Trust Agreement, or Board Resolution) is required beyond the NSA itself. VPI shall continue to comply with all NISPOM requirements, including the submission of all required reports, certifications, and notifications to DCSA, and shall maintain its FCL in good standing.
6.2 Retention of Facility Security Officer.
RESOLVED, that Col. (Ret.) Bryce Hendrickson, USAF, is hereby confirmed as VPI's Facility Security Officer (FSO), continuing in that capacity post-Closing. The FSO shall be responsible for the day-to-day administration of VPI's industrial security program, including personnel security processing, classified document control, visitor access control, and NISPOM compliance, reporting to the GSC on all industrial security matters. The Board notes that notification to DCSA of the change in ownership of VPI has been prepared and will be submitted in accordance with 32 C.F.R. § 117.9(b) (referencing the Post-Closing DCSA Notification Letter to be filed with DCSA promptly following the Effective Date).
6.3 Facility Access Restrictions.
RESOLVED, that HSAG personnel (including officers, employees, contractors, and agents of HSAG and Halcyon US Holdings Inc., as well as the HSAG Designees) may not access VPI's classified facilities, including classified clean room Sections C-7 through C-12 of the Albuquerque Facility, without the prior written approval of both DCSA and the GSC, in accordance with Annex F to the NSA (Facility Access Procedures). Any request for access by HSAG personnel to the Albuquerque Facility shall be submitted to the GSC and the FSO in writing at least fourteen (14) business days in advance, and the FSO shall coordinate with DCSA as required. Access to unclassified areas of the Albuquerque Facility by HSAG personnel shall be subject to escort requirements and TCP protocols as specified in Annex F.
SECTION 7 — PERSONNEL CONTINUITY
7.1 Key Personnel Retention.
RESOLVED, that the following individuals are designated as Key Personnel under the NSA and are required to remain employed by VPI for a minimum of twenty-four (24) months following the Closing Date (i.e., through at least February 9, 2026), in accordance with Section 7.3 of the NSA:
(a) Dr. Nathan Trevorrow — Founder and Chief Executive Officer. Dr. Trevorrow is a United States citizen and holds an active personnel security clearance at the TS/SCI level. Dr. Trevorrow holds a Ph.D. in Electrical Engineering from Stanford University and a B.S. in Physics from the California Institute of Technology. Prior to founding VPI in 2009, Dr. Trevorrow served as a program manager at the Defense Advanced Research Projects Agency (DARPA), where he led technology development programs in wide-bandgap semiconductor devices for electronic warfare and radar applications.
(b) Marissa Sung-Avila — President and Chief Operating Officer. Ms. Sung-Avila is a United States citizen and holds an active personnel security clearance at the SECRET level. Ms. Sung-Avila holds an M.S. in Electrical Engineering from the Massachusetts Institute of Technology and a B.S. in Systems Engineering from the United States Military Academy at West Point. She is a former officer of the United States Army signal corps and served as a program manager at the Army Research Laboratory before joining VPI in 2013.
(c) Col. (Ret.) Bryce Hendrickson, USAF — Vice President, Government Programs, and Facility Security Officer. Col. (Ret.) Hendrickson's biographical details are as set forth in Section 1.2(a) above.
Any replacement of the foregoing Key Personnel, whether by voluntary resignation, involuntary termination, or otherwise, must be approved by both the GSC and DCSA prior to the effective date of such replacement. VPI shall provide written notice to the GSC and DCSA of any anticipated departure of Key Personnel at least sixty (60) days in advance (or, if advance notice is not practicable, as promptly as practicable), together with a proposed replacement candidate for the GSC's and DCSA's review and approval.
SECTION 8 — PRE-NOTIFICATION AND PENALTY PROVISIONS
8.1 Pre-Notification of Material Changes.
RESOLVED, that VPI and the Board shall comply with the NSA requirement that HSAG notify CFIUS (through the CFIUS Monitoring Agencies) at least thirty (30) calendar days before any material change to VPI's business, including but not limited to: (a) divestitures, sales, or transfers of VPI assets, product lines, or business units; (b) new foreign subcontracts or material amendments to existing foreign subcontracts; (c) changes to cleared personnel (including Key Personnel); (d) modifications to VPI's organizational structure, facility locations, or FCL status; (e) entry into new lines of business or withdrawal from existing lines of business; and (f) any other changes that could affect the national security considerations underlying the CFIUS clearance. The Board directs VPI management and the GSC to implement procedures to identify and flag any proposed actions that may trigger the pre-notification obligation and to coordinate with HSAG's legal counsel and CFIUS counsel to ensure timely and complete pre-notifications.
8.2 Penalty Provisions.
RESOLVED, that the Board hereby acknowledges that any violation of the NSA by VPI, HSAG, Halcyon US Holdings Inc., or any of their respective directors, officers, employees, or agents may result in the imposition of civil monetary penalties of up to Two Hundred Fifty Thousand Dollars ($250,000) per violation per day, injunctive relief, or, in the case of material or repeated violations, mandated divestiture of VPI by HSAG, as set forth in Section 12.3 of the NSA and 50 U.S.C. § 4565(l). The Board takes this matter with the utmost seriousness and directs VPI management, the GSC, the FSO, the TCP Officer, and all other responsible officers and employees to implement all necessary compliance measures — including training, monitoring, internal audits, and reporting — to prevent and promptly remediate any NSA violations.
SECTION 9 — OFFICER APPOINTMENTS AND CONFIRMATIONS
9.1 Confirmation of Officers.
RESOLVED, that the following individuals are hereby confirmed in their respective officer positions with VPI, effective as of February 9, 2024:
Each of the foregoing officers shall continue to serve in his or her respective capacity, subject to the governance framework established by the NSA, these resolutions, and the Company's Amended and Restated Bylaws.
SECTION 10 — GENERAL AND ADMINISTRATIVE MATTERS
10.1 Authorization of Officers to Take Implementing Actions.
RESOLVED, that the officers of VPI are hereby authorized and directed to take all actions and execute all instruments, agreements, certificates, filings, and other documents as may be necessary or advisable to implement the foregoing resolutions and to carry out the intent and purposes thereof, including but not limited to:
(a) filing any required amendments to VPI's Amended and Restated Certificate of Incorporation or Amended and Restated Bylaws with the Secretary of State of the State of Delaware;
(b) executing and filing notifications to DCSA regarding the change in ownership of VPI, including the Post-Closing DCSA Notification Letter and any supplements thereto;
(c) executing and filing notifications to the Directorate of Defense Trade Controls (DDTC) regarding VPI's change in ownership and any required amendments to VPI's DDTC registration (Registration No. M-24817);
(d) providing notice to contracting officers under VPI's active DoD contracts, as required by the applicable contract clauses (including FAR 52.215-19 and DFARS 252.204-7008, as applicable);
(e) implementing the Technology Control Plan, the Cybersecurity Requirements, and the Facility Access Procedures in accordance with the NSA and the exhibits hereto;
(f) cooperating with Whitmore Compliance Group LLC in connection with its monitoring obligations under the NSA and the Third-Party Compliance Monitor Agreement; and
(g) taking such other and further actions as any officer of VPI may deem necessary or desirable in connection with the foregoing, the execution and delivery of any such instrument or document or the taking of any such action to be conclusive evidence of such officer's authority and approval.
10.2 Ratification of Prior Actions.
RESOLVED, that all actions heretofore taken by any officer or director of VPI (including, without limitation, actions taken by the prior Board of Directors and the officers listed in Section 9.1) in connection with or in furtherance of the matters contemplated by these resolutions, the SPA, the NSA, the Third-Party Compliance Monitor Agreement, or the Closing, are hereby ratified, confirmed, and approved in all respects as the acts and deeds of the Company.
10.3 Governing Law.
RESOLVED, that these resolutions and all matters arising hereunder shall be governed by, and construed in accordance with, the Delaware General Corporation Law and the laws of the State of Delaware, without regard to the conflicts of law principles thereof.
SIGNATURES
The undersigned, constituting all of the members of the Board of Directors of Marlowe Asset Management Photonics Inc. as reconstituted pursuant to the National Security Agreement (Docket Ref. NSA-2024-0019; CFIUS Case No. CFIUS-023-07-3841), hereby execute this Unanimous Written Consent effective as of February 9, 2024. This Unanimous Written Consent may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Unanimous Written Consent by facsimile or electronic transmission (including by .pdf) shall be effective as delivery of a manually executed counterpart.
SECURITY BOARD MEMBERS:
Col. (Ret.) Bryce Hendrickson, USAF Security Board Member
Signature: ________
Date: February 9, 2024
Adrienne Delacroix Security Board Member
Signature: ________
Date: February 9, 2024
Margaret E. Caldwell Security Board Member / Independent Security Director / Chair of the Board
Signature: ________
Date: February 9, 2024
HSAG DESIGNEES:
Dr. Lukas Breitner HSAG Designee
Signature: ________
Date: February 9, 2024
Annika Vogt HSAG Designee
Signature: ________
Date: February 9, 2024
EXHIBIT LIST
The following exhibits are attached hereto and incorporated herein by reference:
Each of the foregoing Exhibits is maintained by the Secretary of the Company and is available for inspection by authorized persons in accordance with the terms of the NSA and applicable law. Classified annexes and attachments to the foregoing Exhibits, if any, are maintained by the Facility Security Officer in accordance with NISPOM requirements and are not available to HSAG Designees or non-cleared personnel.
Seat | Name | Role | Citizenship | Clearance Status
1 | Col. (Ret.) Bryce Hendrickson, USAF | Security Board Member | U.S. Citizen | TS/SCI (Active)
2 | Adrienne Delacroix | Security Board Member | U.S. Citizen | SECRET (Active); TS/SCI (Pending)
3 | Margaret E. Caldwell | Security Board Member / Independent Security Director / Chair of the Board | U.S. Citizen | TS/SCI (Active)
4 | Dr. Lukas Breitner | HSAG Designee | German Citizen | None (Restricted)
5 | Annika Vogt | HSAG Designee | German Citizen | None (Restricted)
Name | Title
Dr. Nathan Trevorrow | Chief Executive Officer
Marissa Sung-Avila | President and Chief Operating Officer
Derek Wainsborough, CPA | Chief Financial Officer
Col. (Ret.) Bryce Hendrickson, USAF | Vice President, Government Programs, and Facility Security Officer
Exhibit | Description
Exhibit A | Government Security Committee Charter (being the substance of NSA Annex C — Governance Provisions & Security Board Charter)
Exhibit B | Technology Control Plan (being the substance of NSA Annex B)
Exhibit C | Cybersecurity Requirements (being the substance of NSA Annex D)

UNANIMOUS WRITTEN CONSENT

OF THE BOARD OF DIRECTORS

IN LIEU OF A SPECIAL MEETING

RECITALS

SIGNATURES

SECURITY BOARD MEMBERS:

HSAG DESIGNEES:

EXHIBIT LIST

Record

Parties

Dates

Amounts