| Field | Value |
| Transaction | Acquisition of 100% of the outstanding equity of Marlowe Asset Management Photonics Inc. by Halcyon Semiconductor Aktiengesellschaft (via Halcyon US Holdings Inc.) |
| CFIUS Case No. | CFIUS-023-07-3841 |
| NSA Docket Reference | NSA-2024-0019 |
| SPA Execution Date | June 10, 2023 |
| SPA Section Reference | §7.1(c) — CFIUS & Regulatory Closing Conditions |
| Acquiror | Halcyon Semiconductor Aktiengesellschaft (HSAG) |
| Acquisition Vehicle | Halcyon US Holdings Inc. (EIN: 93-2841067) |
| Target | Marlowe Asset Management Photonics Inc. (EIN: 26-4371885) |
| Target CAGE Code | 7VK92 |
| Target DDTC Registration No. | M-24817 |
| Target DUNS Number | 07-812-4493 |
| Purchase Price (Base) | $1,420,000,000 |
| Scheduled Closing Date | February 9, 2024 |
| Buyer's Counsel | Calderwood & Harkness LLP — Beatrice Holloway (Partner), Margaret 'Peggy' Ashworth (Of Counsel, CFIUS Lead) |
| Seller's Counsel | Wethersfield & Gale LLP — Harrison Whitfield (Partner), Sandra Niehaus (Partner) |
| CFIUS Engagement Opened | June 12, 2023 |
| CFIUS Engagement Closed | January 30, 2024 |
| Checklist Prepared By | Kenneth Morales, Associate, Calderwood & Harkness LLP |
| Checklist Reviewed By | Margaret 'Peggy' Ashworth, Of Counsel, Calderwood & Harkness LLP |
| Last Updated | February 8, 2024 |
| Item No. | SPA Reference | Condition Category | Condition Description | Responsible Party | Target Due Date | Actual Completion Date | Status | Supporting Document / Evidence | Notes |
| 1 | §7.1(c)(i) | CFIUS Filing & Review | Voluntary joint notice filed with CFIUS under 31 C.F.R. § 800.501 | HSAG / VPI (jointly); C&H / W&G | 2023-07-14 | 2023-07-14 | Complete | Joint Voluntary Notice — Filed Version (CFIUS-023-07-3841) | Filed July 14, 2023; accepted by CFIUS July 21, 2023; 45-day review commenced July 21, 2023 |
| 2 | §7.1(c)(i) | CFIUS Filing & Review | CFIUS acceptance of filing and commencement of review period | CFIUS (Treasury) | 2023-07-28 | 2023-07-21 | Complete | CFIUS acceptance notice dated July 21, 2023 | Accepted within 7 calendar days of filing |
| 3 | §7.1(c)(i) | CFIUS Filing & Review | Timely response to all CFIUS Requests for Information (RFIs) | HSAG / VPI; C&H / W&G | As issued | 2023-10-06 | Complete | First RFI Response (8/18/23); Second RFI Response (10/6/23) | First RFI issued 8/4/23, responded 8/18/23; Second RFI issued 9/22/23, responded 10/6/23 |
| 4 | §7.1(c)(ii) | CFIUS Clearance | Receipt of CFIUS clearance or safe-harbor determination under 50 U.S.C. § 4565(b)(1)(D) | CFIUS (Treasury) | N/A (condition precedent) | 2024-01-26 | Complete | CFIUS Clearance Letter dated January 26, 2024 | Safe harbor granted; transaction as mitigated by NSA determined not to present unresolved national security concerns |
| 5 | §7.1(c)(iii) | National Security Agreement | Execution of National Security Agreement by all parties (HSAG, Halcyon US Holdings Inc., VPI, U.S. Government — Treasury, DoD, DOE) | HSAG / VPI / U.S. Government; C&H / W&G | Prior to clearance | 2024-01-19 | Complete | National Security Agreement (NSA-2024-0019) — Execution Version, 47 pages + 6 annexes | Executed January 19, 2024 by Dr. Maximilian Ehrhardt (HSAG), Dr. Nathan Trevorrow (VPI), and authorized representatives of Treasury, DoD, and DOE |
| 6 | §7.1(c)(iii)(A) | NSA — Board Reconstitution | Reconstitution of VPI board of directors: 5 members (3 Security Board Members — U.S. citizens holding or eligible for TS/SCI clearances, including independent Security Director; 2 HSAG designees) | HSAG / VPI | At closing (2/9/24) | 2024-02-09 | Complete | Board Resolution — VPI Post-Closing Reconstitution | Security Board Members: Col. (Ret.) Bryce Hendrickson (TS/SCI), Adrienne Delacroix (SECRET), plus independent Security Director; 2 HSAG designees appointed |
| 7 | §7.1(c)(iii)(B) | NSA — Government Security Committee | Establishment of Government Security Committee (GSC) composed of 3 Security Board Members with exclusive authority over classified and ITAR-controlled programs, personnel security, and facility security | VPI | At closing (2/9/24) | 2024-02-09 | Complete | NSA Annex C — Governance Provisions & Security Board Charter | GSC charter adopted by reconstituted VPI board at closing |
| 8 | §7.1(c)(iii)(C) | NSA — Technology Control Plan | Implementation of Technology Control Plan (TCP) prohibiting transfer of VPI technical data (ITAR/EAR-controlled) to non-U.S. persons without prior U.S. government authorization | HSAG / VPI | At closing (2/9/24) | 2024-02-09 | Complete | NSA Annex B — Technology Control Plan | TCP adopted; covers ITAR Category XI(a)(3) defense articles and EAR ECCNs 3A001, 3A991, 3E001 |
| 9 | §7.1(c)(iii)(D) | NSA — Cybersecurity Requirements | VPI to maintain NIST SP 800-171 compliance; annual third-party penetration testing; incident reporting to DCSA within 72 hours; physical and logical separation of VPI IT systems from HSAG global network; no shared cloud infrastructure | VPI / HSAG | At closing (2/9/24); ongoing | 2024-02-09 | Complete (initial implementation) | NSA Annex D — Cybersecurity Requirements | IT segregation confirmed at closing; first annual penetration test to be scheduled within 12 months |
| 10 | §7.1(c)(iii)(E) | NSA — Facility Access Restrictions | Implementation of facility access restrictions: HSAG personnel may not access VPI classified facilities (Albuquerque fab clean room Sections C-7 through C-12) without prior DCSA and GSC approval | HSAG / VPI | At closing (2/9/24) | 2024-02-09 | Complete | NSA Annex F — Facility Access Procedures | Procedures implemented at VPI Albuquerque facility (9200 Innovation Boulevard, Albuquerque, NM 87113) |
| 11 | §7.1(c)(iii)(F) | NSA — Third-Party Compliance Monitor | Engagement of CFIUS-approved third-party compliance monitor: Whitmore Compliance Group LLC (principal: Gerald Whitmore) | HSAG | Prior to clearance | 2024-01-19 | Complete | Third-Party Compliance Monitor Agreement | Monitor approved by CFIUS on 12/8/23; engagement agreement executed 1/19/24; fee: $1,200,000/year ($300,000/quarter), payable by HSAG, subject to CPI adjustment |
| 12 | §7.1(c)(iii)(G) | NSA — Personnel Continuity | Confirmation of continued employment of key VPI personnel (Dr. Nathan Trevorrow — CEO, Marissa Sung-Avila — President/COO, Col. (Ret.) Bryce Hendrickson — VP Gov't Programs/FSO) for minimum 24 months post-closing, or replacements approved by GSC and DCSA | VPI / HSAG | At closing (2/9/24); ongoing 24-month obligation | 2024-02-09 | Complete (confirmed at closing) | Officer's Certificate — VPI; employment agreements | All three key personnel confirmed as continuing; 24-month retention period through February 9, 2026 |
| 13 | §7.1(c)(iii)(H) | NSA — Data Segregation | VPI IT systems physically and logically separated from HSAG global network; no shared cloud infrastructure | HSAG / VPI | At closing (2/9/24) | 2024-02-09 | Complete | NSA Annex D; VPI IT certification | Confirmed by VPI IT team; documented in cybersecurity annex compliance certification |
| 14 | §7.1(c)(iii)(I) | NSA — Pre-Notification Obligation | HSAG to notify CFIUS 30 days before any material change to VPI's business (divestitures, new foreign subcontracts, changes to cleared personnel) | HSAG | Ongoing post-closing | N/A | Ongoing | NSA §11 — Pre-Notification Provisions | Ongoing obligation; compliance process integrated into HSAG internal governance procedures |
| 15 | §7.1(c)(iii)(J) | NSA — Penalty Acknowledgment | Acknowledgment that violation of NSA may result in civil penalties up to $250,000 per violation per day, injunctive relief, or mandated divestiture (NSA §12.3) | HSAG / VPI | At NSA execution | 2024-01-19 | Complete | National Security Agreement §12.3 | Penalty provisions acknowledged in executed NSA |
| 16 | §7.1(c)(iv) | Officer's Certificates | Execution and delivery of Officer's Certificate — HSAG certifying compliance with all CFIUS-related closing conditions | HSAG (Dr. Maximilian Ehrhardt) | At closing (2/9/24) | 2024-02-09 | Complete | Officer's Certificate — HSAG Compliance with CFIUS Conditions | Executed by Dr. Maximilian Ehrhardt, CEO |
| 17 | §7.1(c)(iv) | Officer's Certificates | Execution and delivery of Officer's Certificate — VPI certifying compliance with all CFIUS-related closing conditions | VPI (Dr. Nathan Trevorrow) | At closing (2/9/24) | 2024-02-09 | Complete | Officer's Certificate — VPI Compliance with CFIUS Conditions | Executed by Dr. Nathan Trevorrow, Founder & CEO |
| 18 | §7.1(c)(v) | Board Resolutions | Adoption of board resolution by Halcyon US Holdings Inc. authorizing consummation of acquisition, execution of NSA, engagement of monitor, and appointment of HSAG designees to VPI board | Halcyon US Holdings Inc. | At closing (2/9/24) | 2024-02-09 | Complete | Board Resolution — Halcyon US Holdings Inc. | Sole director resolution |
| 19 | §7.1(c)(v) | Board Resolutions | Adoption of board resolution by VPI (post-closing reconstituted board) reflecting new 5-member composition, establishing GSC, adopting TCP and Cybersecurity Annex | VPI | At closing (2/9/24) | 2024-02-09 | Complete | Board Resolution — VPI Post-Closing Reconstitution | Adopted by reconstituted board immediately upon closing |
| 20 | §7.1(c)(vi) | DCSA Notifications | Submission of post-closing notification letter to Defense Counterintelligence and Security Agency (DCSA) regarding completed change in ownership of VPI (CAGE Code 7VK92); confirmation of FCL maintenance at SECRET level; identification of Col. (Ret.) Bryce Hendrickson as continuing FSO; reference to NSA (NSA-2024-0019) | HSAG / VPI; C&H | At or promptly after closing | 2024-02-09 | Complete | Post-Closing DCSA Notification Letter | Letter submitted to DCSA on closing date; references VPI facility at 9200 Innovation Boulevard, Albuquerque, NM 87113 |
| 21 | §7.1(c)(vi) | DCSA Notifications | Confirmation from DCSA of receipt and acknowledgment of change-of-ownership notification and continued FCL validity | DCSA | Post-closing (est. 30 days) | Pending | In Progress | Awaiting DCSA acknowledgment | Expected within 30 days of submission; FCL remains valid pending DCSA processing under SSA-equivalent NSA framework |
| 22 | §7.1(c)(vii) | DDTC Filings | Submission of ITAR § 122.4(a) change-of-ownership notification to DDTC for VPI's DDTC registration (Registration No. M-24817) | VPI; C&H (David Caruso) | Within 5 business days of closing | 2024-02-09 | Complete | DDTC Change-of-Ownership Notification | Filed on closing date; VPI maintains registration during processing |
| 23 | §7.1(c)(vii) | DDTC Filings | Amendment filings for 3 active DSP-5 export licenses to reflect new ownership (licenses for NATO ally deliveries to UK and Australia) | VPI; C&H (David Caruso / Priya Venkataraman) | Within 60 days of closing | Pending | In Progress | DSP-5 amendment applications in preparation | Interim compliance measures in place; VPI may continue exports under existing licenses while amendments are processed |
| 24 | §7.1(c)(viii) | Government Contract Novation | Initiation of FAR 42.12 novation proceedings for 8 of VPI's 14 active government contracts requiring formal novation agreements due to change in ownership | VPI; C&H (David Caruso) | Within 30 days of closing | In Progress | In Progress | Novation request packages in preparation | 8 contracts identified as requiring novation; contracting officer notifications initiated; 6 remaining contracts do not require novation under FAR 42.12 |
| 25 | §7.1(c)(viii) | Government Contract Novation | DFARS 252.209-7002 foreign ownership disclosures submitted to all contracting officers for 14 active government contracts | VPI; C&H (David Caruso) | At or promptly after closing | 2024-02-09 | Complete | DFARS Foreign Ownership Disclosure letters | Disclosure letters sent to contracting officers for all 14 contracts (prime and subcontract, incl. subcontract to Ironclad Defense Systems Inc.) |
| 26 | §7.1(c)(ix) | Escrow Establishment | Confirmation that escrow holdback of $71,000,000 (5% of $1,420,000,000 purchase price) deposited with Pinnacle Trust Company, N.A. (escrow agent, 400 South LaSalle Street, Suite 1100, Chicago, IL 60605); 18-month holdback period | HSAG / Sellers; Pinnacle Trust Company, N.A. (Lisa Trujillo, Escrow Officer) | At closing (2/9/24) | 2024-02-09 | Complete | Escrow Agreement; wire confirmation | Escrow funded at closing; 18-month period expires August 9, 2025 |
| 27 | §7.1(c)(x) | R&W Insurance | Confirmation that R&W insurance policy bound with Graystone Specialty Insurance Company (Policy No. GSI-RW-2023-04821); policy limit $142,000,000; retention $14,200,000; premium $4,970,000 paid | HSAG; Ashford Gallagher & Co. (Patricia Noonan, Broker) | At or prior to closing | 2024-02-09 | Complete | R&W Policy — Graystone Specialty Insurance Company | Premium of $4,970,000 paid; policy effective as of closing |
| Date | Event | Key Parties / Contacts | Reference Document |
| 2023-06-05 | Halcyon US Holdings Inc. formed in Delaware | HSAG; Calderwood & Harkness LLP | Certificate of Incorporation |
| 2023-06-10 | Stock Purchase Agreement executed | HSAG / VPI / Sellers | SPA |
| 2023-06-12 | CFIUS engagement opened — Calderwood & Harkness LLP retained | Beatrice Holloway; Peggy Ashworth; Stefan Lohse | Engagement Letter |
| 2023-06-15 | Pre-filing consultation request letter sent to Treasury OIS | Peggy Ashworth | Pre-Filing Request Letter |
| 2023-06-19 | Pre-filing consultation meeting with Treasury OIS | Peggy Ashworth; Beatrice Holloway; Harrison Whitfield (W&G) | Pre-Filing Briefing Presentation; Meeting Summary Memo |
| 2023-07-14 | Voluntary joint notice filed (31 C.F.R. § 800.501) | C&H / W&G; Dr. Ehrhardt (HSAG cert.); Dr. Trevorrow (VPI cert.) | Joint Voluntary Notice — Filed Version |
| 2023-07-21 | CFIUS accepted filing; 45-day review commenced | CFIUS (Treasury) | CFIUS acceptance notice |
| 2023-08-04 | First RFI issued by CFIUS | CFIUS | First RFI |
| 2023-08-18 | First supplemental response filed | Peggy Ashworth; Beatrice Holloway | First RFI Response + Exhibits (Cybersecurity Overview; China Operations Summary) |
| 2023-09-04 | 45-day review concluded; 45-day investigation initiated | CFIUS (Treasury / DoD / DOE) | Investigation notice |
| 2023-09-22 | Second RFI issued by CFIUS (investigation phase) | CFIUS (DoD / DOE) | Second RFI |
| 2023-10-06 | Second supplemental response filed | Peggy Ashworth | Second RFI Response + Exhibit (VPI Supply Chain Map) |
| 2023-10-20 | CFIUS communicated 4 preliminary national security concerns | CFIUS | Preliminary concerns communication |
| 2023-11-03 | Initial draft NSA circulated by CFIUS | CFIUS (Treasury) | Initial CFIUS Draft NSA |
| 2023-11-09 | First NSA negotiation session | C&H; W&G; Treasury; DoD; DOE | NSA Counterproposal — First Buyer's Redline |
| 2023-11-22 | Second NSA negotiation session | C&H; W&G; Treasury; DoD; DOE | NSA Counterproposal — Second Buyer's Redline |
| 2023-12-08 | Third-party compliance monitor selection approved by CFIUS (Whitmore Compliance Group LLC) | Gerald Whitmore; CFIUS | Monitor Selection Memo |
| 2023-12-15 | Final NSA negotiation session | C&H; W&G; Treasury; DoD; DOE | NSA Counterproposal — Third Buyer's Redline |
| 2024-01-19 | Final NSA executed (NSA-2024-0019); Monitor agreement executed | HSAG; VPI; U.S. Government (Treasury, DoD, DOE); Whitmore Compliance Group LLC | National Security Agreement — Execution Version; Third-Party Monitor Agreement |
| 2024-01-26 | CFIUS clearance letter (safe harbor) issued under 50 U.S.C. § 4565(b)(1)(D) | CFIUS (Treasury Chair) | CFIUS Clearance Letter |
| 2024-01-30 | CFIUS engagement closed — Calderwood & Harkness LLP | Beatrice Holloway; Peggy Ashworth | Final Status Report & Engagement Closing Memo |
| 2024-02-09 | Acquisition closing | HSAG / Halcyon US Holdings Inc. / VPI / Sellers | Closing deliverables package |
| Contract No. | Contracting Agency | Contract Description | Contract Type | Remaining Backlog ($) | Classification Level | FAR 42.12 Novation Required? | Novation Status | DFARS 252.209-7002 Disclosure Submitted | Notes |
| W15QKN-21-C-0047 | U.S. Army PEO IEW&S (CERDEC) | GaN HEMT modules for AN/TPS-80 radar | Prime | $52,300,000 | SECRET | Yes | Initiated | 2024-02-09 | Largest single contract by backlog; novation package submitted to CO |
| FA8650-22-C-1193 | U.S. Air Force Research Laboratory (AFRL) | Next-gen mmWave power amplifiers | Prime | $41,700,000 | SECRET | Yes | Initiated | 2024-02-09 | R&D contract; novation request in process |
| HQ0147-22-C-0028 | Missile Defense Agency (MDA) | GaN-based T/R modules for missile defense | Prime | $38,900,000 | SECRET | Yes | Initiated | 2024-02-09 | Critical defense application; priority novation |
| N00024-20-C-5218-SUB-003 | USN NAVSEA (via Ironclad Defense Systems Inc.) | Subcontract — GaN components for naval radar systems | Subcontract | $34,100,000 | SECRET | Yes | Initiated | 2024-02-09 | Prime contractor: Ironclad Defense Systems Inc.; subcontract novation coordination required |
| 70RSAT23C00000041 | DHS S&T | Border surveillance RF components | Prime | $26,000,000 | UNCLASSIFIED (FOUO) | Yes | Initiated | 2024-02-09 | DHS Science & Technology Directorate |
| FA8721-23-C-0082 | U.S. Air Force (AFLCMC) | GaN power amplifier modules for EW systems | Prime | $19,400,000 | SECRET | Yes | Initiated | 2024-02-09 | Electronic warfare application; novation package submitted to CO |
| W56HZV-22-C-0114 | U.S. Army CCDC (DEVCOM) | Wideband GaN MMICs for tactical communications | Prime | $15,800,000 | SECRET | Yes | Initiated | 2024-02-09 | Army modernization priority program; novation request in process |
| N68335-21-C-0397-SUB-007 | USN NAWCWD (via Meridian Aerospace Corp.) | Subcontract — High-power GaN die for missile seeker | Subcontract | $12,600,000 | SECRET | Yes | Initiated | 2024-02-09 | Prime contractor: Meridian Aerospace Corp.; subcontract novation coordination required |
| DE-AC09-22SR22460 | Department of Energy (NNSA) | Radiation-hardened photonic sensors | Prime | $11,200,000 | UNCLASSIFIED (FOUO) | No | N/A | 2024-02-09 | Does not require novation under FAR 42.12; DFARS disclosure only |
| W911NF-23-P-0019 | U.S. Army Research Office (ARO) | Phase II SBIR — Ultra-wideband GaN transistors | Prime | $4,750,000 | UNCLASSIFIED | No | N/A | 2024-02-09 | Does not require novation under FAR 42.12; DFARS disclosure only |
| FA9453-22-C-0031 | U.S. Space Force (SSC) | Satellite communications GaN amplifiers | Prime | $8,900,000 | UNCLASSIFIED (CUI) | No | N/A | 2024-02-09 | DFARS disclosure submitted; no novation required |
| N00024-23-C-5501-SUB-012 | USN NAVSEA (via Harborline Systems Inc.) | Subcontract — GaN RF front-end modules | Subcontract | $6,350,000 | UNCLASSIFIED (FOUO) | No | N/A | 2024-02-09 | DFARS disclosure submitted; prime contractor notified |
| W56KGU-23-C-0008 | U.S. Army TACOM | GaN-based power conditioning modules | Prime | $3,200,000 | UNCLASSIFIED | No | N/A | 2024-02-09 | DFARS disclosure submitted |
| FA8075-23-P-0044 | U.S. Air Force (AFNWC) | Commercial off-the-shelf GaN components | Prime | $1,850,000 | UNCLASSIFIED | No | N/A | 2024-02-09 | DFARS disclosure submitted; simplified acquisition |
| Obligation No. | Obligation Category | Description | Responsible Party | Frequency | First Due Date | Recurring? | Notes |
| 1 | Monitor Payments | Quarterly payment of $300,000 to Whitmore Compliance Group LLC (annual total $1,200,000), subject to CPI adjustment | HSAG | Quarterly | 2024-04-19 | Yes | Payable by HSAG; first payment Q1 2024; Whitmore Compliance Group LLC, 1300 Crystal Drive, Suite 710, Arlington, VA 22202 |
| 2 | Annual Compliance Audit | Annual compliance audit conducted by Whitmore Compliance Group LLC and report submitted to CFIUS monitoring agencies (DCSA, Treasury, DoD, DOE) | Whitmore Compliance Group LLC / HSAG | Annual | 2025-01-19 | Yes | First annual audit due 12 months after NSA execution; uses NSA Annex E template |
| 3 | Cybersecurity — Penetration Testing | Annual third-party penetration testing of VPI IT systems | VPI | Annual | 2025-02-09 | Yes | Per NSA Annex D; results to be included in annual compliance report |
| 4 | Cybersecurity — Incident Reporting | Report cybersecurity incidents to DCSA within 72 hours of discovery | VPI | As needed (72-hour window) | Ongoing | Yes | Per NSA Annex D; VPI IT security team to maintain incident response procedures |
| 5 | Personnel Continuity | Key personnel (Dr. Nathan Trevorrow, Marissa Sung-Avila, Col. (Ret.) Bryce Hendrickson) must remain employed for minimum 24 months post-closing; replacements require GSC and DCSA approval | VPI / HSAG | Ongoing (24-month period) | 2026-02-09 | No | 24-month period ends February 9, 2026 |
| 6 | Pre-Notification of Material Changes | Notify CFIUS 30 days before any material change to VPI's business (divestitures, new foreign subcontracts, changes to cleared personnel) | HSAG | As needed (30-day advance) | Ongoing | Yes | Per NSA §11 |
| 7 | DDTC Registration Maintenance | Maintain VPI's DDTC registration (Reg. No. M-24817) and comply with annual renewal requirements | VPI | Annual | Per DDTC schedule | Yes | Registered since 2011; change-of-ownership notification filed 2/9/24 |
| 8 | DSP-5 License Amendments | Complete amendment filings for 3 active DSP-5 export licenses to reflect HSAG ownership | VPI; C&H (David Caruso / Priya Venkataraman) | One-time | 2024-04-09 | No | Target: within 60 days of closing; licenses for deliveries to UK and Australia |
| 9 | FAR 42.12 Novation Completion | Complete novation proceedings for 8 government contracts requiring formal novation agreements | VPI; C&H (David Caruso) | One-time (per contract) | Varies by contract | No | Novation requests initiated at closing; timeline depends on contracting officer processing |
| 10 | Facility Access Log Maintenance | Maintain visitor logs and access records for all HSAG personnel visits to VPI facilities per NSA Annex F | VPI (Col. Hendrickson, FSO) | Ongoing | Ongoing | Yes | Classified areas (Albuquerque Sections C-7 through C-12) require prior DCSA and GSC approval; unclassified areas (Colorado Springs HQ) require advance notice and escort |
| 11 | Escrow Release | Release of $71,000,000 escrow holdback from Pinnacle Trust Company, N.A. (18-month period), net of any indemnification claims | HSAG / Sellers / Pinnacle Trust Company, N.A. | One-time | 2025-08-09 | No | 18-month holdback period from closing (2/9/24); escrow officer: Lisa Trujillo |
| 12 | GSC Quarterly Reports | Government Security Committee to provide quarterly status reports to CFIUS monitoring agencies on classified program activities and security compliance | VPI (GSC) | Quarterly | 2024-05-09 | Yes | Per NSA Annex C; first report due 90 days after closing |
| 13 | Technology Control Plan Review | Annual review and update of Technology Control Plan (TCP) by GSC with input from DCSA and CFIUS monitoring agencies | VPI (GSC) / Whitmore Compliance Group LLC | Annual | 2025-02-09 | Yes | Per NSA Annex B; TCP to be updated to reflect any changes in ITAR/EAR classifications or VPI product lines |
| 14 | NIST SP 800-171 Compliance Assessment | Annual self-assessment of NIST SP 800-171 compliance and submission of SPRS score to DoD | VPI | Annual | 2024-12-31 | Yes | Per NSA Annex D and DFARS 252.204-7012; VPI current SPRS score: 98/110 |
| 15 | Insurance Policy Maintenance | Maintain R&W insurance policy (Graystone Specialty, Policy No. GSI-RW-2023-04821) through policy term; report any claims promptly to Ashford Gallagher & Co. | HSAG | Ongoing (policy term) | Per policy terms | No | Policy limit $142,000,000; retention $14,200,000; 3-year policy term through February 9, 2027 |