1032-00004 · Client 1032 · Closing

officers-certificate-vpi.docx DOCUMENT M&A / Corporate

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OFFICER'S CERTIFICATE OF Marlowe Asset Management PHOTONICS INC.

Certificate Pursuant to Section 7.1(c) of the Stock Purchase Agreement

February 9, 2024

This Officer's Certificate (this "Certificate") is delivered by the undersigned in connection with the Stock Purchase Agreement, dated as of June 10, 2023 (as amended, supplemented, or otherwise modified from time to time, the "Agreement"), by and among Halcyon Semiconductor Aktiengesellschaft, a German Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany ("Buyer Parent"), Halcyon US Holdings Inc., a corporation organized and existing under the laws of the State of Delaware ("Buyer"), Marlowe Asset Management Photonics Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), and the Sellers identified on the signature pages thereto.

This Certificate is delivered in connection with the closing of the transactions contemplated by the Agreement (the "Closing"), which Closing is expected to occur on or about the date hereof.

RECITALS

WHEREAS, the undersigned, Dr. Nathan Trevorrow, is the duly elected, qualified, and acting Chief Executive Officer and Chairman of the Board of Directors of Marlowe Asset Management Photonics Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal offices located at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919;

WHEREAS, this Certificate is delivered pursuant to Section 7.1(c) of the Agreement, which provides, as a condition to the obligation of Buyer and Buyer Parent to consummate the Closing, that the Company shall deliver to Buyer a certificate of an authorized officer of the Company certifying that the Company has satisfied all conditions to Closing set forth in the Agreement relating to the review by the Committee on Foreign Investment in the United States ("CFIUS") and compliance with the National Security Agreement entered into in connection therewith;

WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement or, where applicable, in the National Security Agreement dated January 19, 2024 (NSA-2024-0019), by and among the Company, Buyer Parent, Buyer, and the United States of America, acting through the U.S. Department of the Treasury, the Department of Defense, and the Department of Energy (the "NSA");

NOW, THEREFORE, the undersigned hereby certifies as follows:

Section 1. Certification of Authority

I, Dr. Nathan Trevorrow, hereby certify that I am the duly elected, qualified, and acting Chief Executive Officer and Chairman of the Board of Directors of Marlowe Asset Management Photonics Inc. I am authorized to execute and deliver this Certificate on behalf of the Company in accordance with the Company's Second Amended and Restated Bylaws, the resolutions of the Board of Directors adopted on February 5, 2024 authorizing the Closing and the execution and delivery of all documents, instruments, and certificates contemplated thereby, and the authority vested in me as the principal executive officer of the Company.

The Company was incorporated in the State of Delaware on February 14, 2009, and has been continuously existing as a corporation in good standing under the laws of the State of Delaware since such date. The Company's Employer Identification Number is 26-4371885. The Company is qualified to do business and is in good standing in each jurisdiction in which its ownership of property or the conduct of its business requires such qualification, including the States of Colorado, New Mexico, California, Virginia, and Maryland.

I have personal knowledge of the facts and matters set forth in this Certificate, and I am competent to certify the same. To the extent that any certifications herein relate to facts or circumstances within the particular knowledge of other officers or employees of the Company, I have made diligent inquiry of such persons and believe such certifications to be true and correct in all material respects.

Section 2. CFIUS Filing and Review Completion

I hereby certify as follows with respect to the CFIUS review and investigation of the transactions contemplated by the Agreement:

2.1. On July 14, 2023, the Company, jointly with Buyer Parent, filed a voluntary joint notice (the "Joint Voluntary Notice") with CFIUS pursuant to Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), and the implementing regulations set forth at 31 C.F.R. Part 800 (the "CFIUS Regulations"). The Joint Voluntary Notice was accepted by the Staff Chairperson of CFIUS on July 21, 2023, and was assigned CFIUS Case No. CFIUS-023-07-3841.

2.2. CFIUS conducted a forty-five (45)-day national security review of the transaction commencing on July 21, 2023, pursuant to 31 C.F.R. § 800.503. Following the completion of the initial review period, CFIUS determined that a full investigation was warranted and commenced a forty-five (45)-day national security investigation on September 4, 2023, pursuant to 31 C.F.R. § 800.504. The investigation concluded on or about October 19, 2023, and thereafter the parties engaged in negotiations with respect to the terms and conditions of the NSA.

2.3. Throughout the review and investigation periods, the Company, through its outside counsel Wethersfield & Gale LLP (1900 K Street NW, Washington, D.C. 20006), cooperated fully and in good faith with CFIUS and its constituent agencies. Such cooperation included, without limitation, responding to all requests for additional information and documentary submissions from CFIUS, making Company personnel available for interviews and briefings with CFIUS staff and agency representatives, providing classified program briefings at appropriate facilities, and participating in telephonic and in-person meetings with CFIUS representatives as requested.

2.4. The undersigned, Dr. Nathan Trevorrow, personally executed the certification declaration required by 31 C.F.R. § 800.502 on behalf of the Company, certifying under penalty of perjury that the information contained in the Joint Voluntary Notice, including all exhibits, annexes, and attachments thereto, as well as all supplemental submissions made during the review and investigation, was true, accurate, and complete to the best of the undersigned's knowledge and belief. Such certification was executed on July 13, 2023, and a supplemental certification was executed on October 3, 2023, following the submission of additional materials during the investigation period.

Section 3. Execution of the National Security Agreement

I hereby certify as follows with respect to the execution of the NSA:

3.1. The Company duly executed the National Security Agreement, designated NSA-2024-0019, on January 19, 2024. The NSA was executed by and among the Company, Halcyon Semiconductor Aktiengesellschaft, Halcyon US Holdings Inc., and the United States of America, acting through the U.S. Department of the Treasury (as chair of CFIUS and lead monitoring agency), the Department of Defense, and the Department of Energy (collectively, the "Monitoring Agencies").

3.2. The NSA was executed on behalf of the Company by the undersigned, Dr. Nathan Trevorrow, in my capacity as Chief Executive Officer and Chairman of the Board of Directors. Such execution was duly authorized by a unanimous written resolution of the Company's Board of Directors dated January 15, 2024, a certified copy of which is on file with the Company's corporate records maintained at the offices of the Company's corporate counsel.

3.3. The Company acknowledges and agrees to be bound by all terms, conditions, obligations, restrictions, and undertakings set forth in the NSA and its six (6) annexes, which are incorporated therein by reference and made a part thereof:

(a) Annex A — Definitions and Interpretation;

(b) Annex B — Technology Control Plan;

(d) Annex D — Cybersecurity Requirements;

(e) Annex E — Annual Reporting and Compliance Audit Procedures; and

(f) Annex F — Facility Access Procedures.

3.4. The Company further certifies that it has furnished copies of the NSA and all annexes thereto to each member of the reconstituted Board of Directors and to each member of the Company's senior management team, and that each such person has acknowledged receipt thereof and his or her individual obligations thereunder.

Section 4. CFIUS Clearance

I hereby certify as follows with respect to the receipt of CFIUS clearance for the transactions contemplated by the Agreement:

4.1. On January 26, 2024, the U.S. Department of the Treasury, acting in its capacity as Chair of CFIUS, issued a clearance letter (the "Safe Harbor Letter") addressed to counsel for the Company and counsel for Buyer Parent, confirming that CFIUS has concluded all action under Section 721 of the Defense Production Act of 1950, as amended, with respect to the transaction described in the Joint Voluntary Notice submitted under CFIUS Case No. CFIUS-023-07-3841. The Safe Harbor Letter further confirmed that CFIUS has determined that the transaction, as mitigated by the terms and conditions of the NSA, does not present any unresolved national security concerns.

4.2. Pursuant to the Safe Harbor Letter, safe harbor under Section 721(b)(1)(D) of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565(b)(1)(D)), has been granted with respect to the transaction, subject to the continuing compliance by the parties with the terms of the NSA. The safe harbor protects the transaction from future review by CFIUS or Presidential action, provided that the parties remain in material compliance with the NSA and that no material misstatement or omission was made in connection with the Joint Voluntary Notice.

4.3. Based on the foregoing, the condition to Closing set forth in Section 7.1(c)(i) of the Agreement — requiring the receipt of CFIUS clearance with respect to the transaction — has been duly and fully satisfied.

Section 5. Board Reconstitution

I hereby certify as follows with respect to the reconstitution of the Board of Directors of the Company:

5.1. Effective as of the Closing, the Company's Board of Directors has been reconstituted in accordance with Section 4 of the NSA and NSA Annex C (Governance Provisions & Security Board Charter). As so reconstituted, the Board of Directors consists of five (5) members, as follows:

5.2. Security Board Members. Three (3) members of the reconstituted Board are designated as "Security Board Members" as that term is defined in Section 4.1 of the NSA and NSA Annex C. Each Security Board Member is a citizen of the United States of America holding or eligible to hold personnel security clearances at the TS/SCI level (Top Secret / Sensitive Compartmented Information) and is otherwise qualified to serve on the Board in accordance with the requirements of the NSA and applicable provisions of the National Industrial Security Program Operating Manual (NISPOM, 32 C.F.R. Part 117). The Security Board Members are:

(a) Col. (Ret.) Bryce Hendrickson — Col. Hendrickson currently serves as the Company's Vice President, Government Programs and Facility Security Officer. He is a United States citizen and holds an active personnel security clearance at the TS/SCI level, which was most recently adjudicated by the Defense Counterintelligence and Security Agency. Col. Hendrickson has served the Company in his current capacity since March 2015 and possesses extensive experience in national security and industrial security matters.

(b) Adrienne Delacroix — Ms. Delacroix currently serves as an independent director of the Company. She is a United States citizen and holds an active personnel security clearance at the SECRET level, which was most recently adjudicated by the Defense Counterintelligence and Security Agency. Ms. Delacroix has served on the Company's Board of Directors since September 2019 and brings significant experience in semiconductor industry governance and regulatory compliance.

(c) Independent Security Director (To Be Identified) — The Company and the Monitoring Agencies are in the process of identifying a qualified independent Security Director candidate to fill the third Security Board Member position. The proposed candidate will be subject to the approval of CFIUS and the Defense Counterintelligence and Security Agency ("DCSA") prior to appointment. The Company commits to completing the nomination, vetting, and approval process within ninety (90) days of the Closing Date, as contemplated by Section 4.3 of the NSA. Pending such appointment, the two seated Security Board Members shall constitute a quorum of the Government Security Committee for all purposes.

5.3. Buyer Parent Designees. Two (2) members of the reconstituted Board are designated by Buyer Parent (Halcyon Semiconductor Aktiengesellschaft) in accordance with Section 4.2 of the NSA. These designees (i) may not hold, apply for, or access classified information of any kind, (ii) may not participate in or have access to deliberations, materials, or information relating to classified programs, ITAR-controlled activities, or other matters within the exclusive jurisdiction of the Government Security Committee, and (iii) are subject to such additional restrictions on their access and activities as are set forth in the NSA and NSA Annex C.

5.4. Resolutions of the reconstituted Board of Directors have been duly adopted reflecting the new composition of the Board, establishing the authorities and responsibilities of each class of director, and confirming the adoption of the Government Security Committee charter as described in Section 6 below. Certified copies of such resolutions are on file with the Company's corporate records.

Section 6. Establishment of the Government Security Committee

I hereby certify as follows with respect to the establishment of the Government Security Committee:

6.1. The Government Security Committee (the "GSC") has been duly established as a standing committee of the Board of Directors in accordance with Section 4 of the NSA, NSA Annex C (Governance Provisions & Security Board Charter), and the applicable provisions of the Company's Second Amended and Restated Bylaws. The GSC has been constituted effective as of the Closing Date.

6.2. The GSC is composed of the three (3) Security Board Members identified in Section 5.2 above, namely Col. (Ret.) Bryce Hendrickson, Adrienne Delacroix, and the independent Security Director to be appointed in accordance with Section 5.2(c) above. Until the third Security Board Member is appointed, the GSC shall operate with two members, who shall constitute a quorum for all purposes.

6.3. The GSC has been vested with exclusive and plenary authority over the following matters, among others specified in the NSA and the GSC charter:

(a) All classified programs, contracts, subcontracts, and related activities of the Company, including the negotiation, execution, performance, and administration of any Department of Defense, intelligence community, or other U.S. government classified contracts or subcontracts;

(b) All activities, data, technical information, and materials controlled under the International Traffic in Arms Regulations ("ITAR"), 22 C.F.R. Parts 120–130, including the administration of the Company's ITAR compliance program and export authorizations;

(c) Personnel security matters, including the granting, denial, suspension, or revocation of access to classified information by Company employees, consultants, or other personnel, and the adjudication of all personnel security matters arising under the NISPOM;

(d) Facility security matters relating to the Company's Facility Security Clearance (CAGE Code 7VK92), including all interactions with DCSA, the administration of the Company's facility security program, and the maintenance of classified information storage and processing areas; and

(e) All matters relating to the Company's compliance with the NSA, the Technology Control Plan, cybersecurity requirements, and facility access procedures, to the extent such matters involve classified or ITAR-controlled information.

6.4. The charter of the GSC (the "GSC Charter") has been duly adopted by the reconstituted Board of Directors as of the Closing Date. The GSC Charter is consistent with and incorporates the requirements of NSA Annex C. A copy of the adopted GSC Charter is on file with the Company's corporate records and has been furnished to the Monitoring Agencies.

Section 7. Facility Security Clearance and FSO Retention

I hereby certify as follows with respect to the Company's Facility Security Clearance and the retention of the Facility Security Officer:

7.1. The Company currently maintains a Facility Security Clearance ("FCL") at the SECRET level, issued by the Defense Counterintelligence and Security Agency ("DCSA"), for the Company's facility located at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113. The Company's CAGE Code is 7VK92, and the facility is registered in the DCSA Industrial Security Facilities Database as an approved cleared contractor facility. The FCL remains in good standing as of the date hereof, with no pending adverse actions, revocations, suspensions, or compliance deficiencies known to the undersigned.

7.2. Col. (Ret.) Bryce Hendrickson has been retained as the Company's Facility Security Officer ("FSO") and will continue to serve in that capacity following the Closing, in full compliance with Section 9 of the NSA (Personnel Continuity) and the requirements of 32 C.F.R. Part 117 (NISPOM). Col. Hendrickson holds an active personnel security clearance at the TS/SCI level, which was most recently adjudicated and remains in good standing. Col. Hendrickson has served as the Company's FSO since the inception of the Company's classified programs in 2014 and possesses comprehensive knowledge of the Company's security posture, classified holdings, and facility security procedures.

7.3. The Company has prepared, and will deliver to DCSA on or promptly following the Closing Date, a post-closing notification letter confirming the change in the Company's ownership structure resulting from the transactions contemplated by the Agreement. Such notification will confirm (i) the maintenance of the Company's FCL at the SECRET level, (ii) the continuing service of Col. (Ret.) Bryce Hendrickson as FSO, (iii) the execution and terms of the NSA (NSA-2024-0019) as the applicable foreign ownership, control, or influence ("FOCI") mitigation instrument, and (iv) all other information required by DCSA for purposes of updating the Company's security profile.

7.4. The NSA functions as a Special Security Agreement ("SSA") equivalent for purposes of FOCI mitigation under DCSA's National Industrial Security Program ("NISP"), as referenced in 32 C.F.R. § 117.56. The Company understands and acknowledges that its continued eligibility to maintain its FCL and to perform classified contracts is conditioned upon ongoing compliance with the terms of the NSA and the FOCI mitigation measures set forth therein.

Section 8. Personnel Continuity

I hereby certify as follows with respect to the continuity of key personnel in accordance with the NSA:

8.1. In accordance with Section 9 of the NSA (Personnel Continuity), the following individuals, each of whom is a key employee of the Company and a United States citizen, have agreed to remain employed by the Company for a minimum of twenty-four (24) months following the Closing Date, or until such time as a qualified replacement has been identified, approved by the GSC, and (where applicable) approved by DCSA and the Monitoring Agencies:

(a) Dr. Nathan Trevorrow — Founder and Chief Executive Officer of the Company. Dr. Trevorrow holds an active personnel security clearance at the TS/SCI level. Dr. Trevorrow has served as the Company's Chief Executive Officer since its founding in 2009 and possesses unique institutional knowledge of the Company's classified programs, government customer relationships, and core technology.

(b) Marissa Sung-Avila — President and Chief Operating Officer of the Company. Ms. Sung-Avila holds an active personnel security clearance at the SECRET level. Ms. Sung-Avila joined the Company in 2013 and has served as President and Chief Operating Officer since 2019, with direct operational oversight of the Company's manufacturing operations and supply chain.

(c) Col. (Ret.) Bryce Hendrickson — Vice President, Government Programs and Facility Security Officer of the Company. Col. Hendrickson holds an active personnel security clearance at the TS/SCI level. Col. Hendrickson's qualifications and tenure are described in Section 7.2 above.

8.2. Employment agreements or amendments to existing employment agreements reflecting the twenty-four (24)-month post-Closing continuity commitments described above have been executed by Dr. Trevorrow and Col. (Ret.) Hendrickson as of the date hereof, and the employment agreement amendment for Ms. Sung-Avila is in the final stages of negotiation and is expected to be fully executed on or before February 16, 2024. The Company certifies that Ms. Sung-Avila has provided her written commitment to remain employed by the Company for the required continuity period and that the execution of her formal agreement amendment is a ministerial matter not presenting any risk of non-compliance with Section 9 of the NSA.

Section 9. Technology Control Plan Adoption

I hereby certify as follows with respect to the adoption and implementation of the Technology Control Plan:

9.1. The Company has adopted the Technology Control Plan (the "TCP") set forth in NSA Annex B, effective as of the Closing Date. The TCP has been approved by the GSC and has been communicated to all relevant Company employees and contractors who handle controlled technical data, export-controlled articles, or classified information.

9.2. The TCP establishes comprehensive procedures and controls to prevent the unauthorized transfer, disclosure, or release of the Company's technical data, defense articles, defense services, and other controlled information to any non-U.S. person (as defined in 22 C.F.R. § 120.62 and 15 C.F.R. § 772.1), including employees, officers, directors, or agents of Buyer Parent, without prior authorization from the cognizant U.S. government agencies. Specifically, the TCP prohibits the transfer of:

(a) Technical data subject to the International Traffic in Arms Regulations ("ITAR"), 22 C.F.R. Parts 120–130, including but not limited to defense articles classified under Category XI(a)(3) of the United States Munitions List (USML), relating to military electronics and related items;

(b) Items, technology, and software subject to the Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774, including but not limited to items classified under Export Control Classification Numbers ("ECCNs") 3A001 (electronic components), 3A991 (electronic devices and components not controlled by 3A001), and 3E001 (technology for the development or production of items controlled by 3A001 or 3A002); and

(c) Any other technical data, technology, or information that is subject to U.S. government export control or deemed export restrictions,

to any non-U.S. person without the prior written authorization of the applicable U.S. government agency (the Directorate of Defense Trade Controls for ITAR-controlled items and the Bureau of Industry and Security for EAR-controlled items).

9.3. The Company's registration with the Directorate of Defense Trade Controls ("DDTC") of the U.S. Department of State (Registration No. M-24817) remains active and in good standing as of the date hereof. The Company will file a change-of-ownership notification with DDTC pursuant to ITAR § 122.4(a) within sixty (60) days of the Closing Date, as required by applicable regulations.

9.4. The Company currently maintains three (3) active DSP-5 export licenses issued by DDTC. Following the Closing, the Company will submit applications to DDTC to amend each such license to reflect the change in the Company's ownership structure, in accordance with ITAR § 123.21. The Company certifies that no exports have been or will be made under any such license in a manner inconsistent with the terms of the NSA or the TCP pending the completion of such amendments.

Section 10. Cybersecurity Compliance

I hereby certify as follows with respect to the Company's compliance with the cybersecurity requirements of the NSA:

10.1. As of the Closing Date, the Company is in compliance with the cybersecurity requirements set forth in Section 10 of the NSA and NSA Annex D (Cybersecurity Requirements), including but not limited to the following:

(a) NIST SP 800-171 Compliance. The Company maintains compliance with the cybersecurity requirements set forth in National Institute of Standards and Technology Special Publication 800-171, Revision 2 ("NIST SP 800-171"), Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations. The Company's most recent self-assessment under NIST SP 800-171 was completed on November 14, 2023, and resulted in a score of 98 out of 110 (with the twelve-point gap attributable to Plan of Action & Milestones items relating to two controls currently under implementation). The Company's NIST SP 800-171 assessment has been uploaded to the Supplier Performance Risk System (SPRS) as required by DFARS 252.204-7012.

(b) Annual Penetration Testing. The Company has committed to conduct annual third-party penetration testing of its information systems, networks, and infrastructure by qualified cybersecurity firms in accordance with the schedule and scope set forth in NSA Annex D. The first post-Closing penetration test is scheduled to be conducted no later than June 30, 2024.

(c) Cybersecurity Incident Reporting. The Company has implemented cybersecurity incident reporting procedures requiring the reporting of any cybersecurity incident, as defined in NSA Annex D, to DCSA and the applicable Monitoring Agencies within seventy-two (72) hours of the Company's discovery of such incident. Such procedures are consistent with the reporting obligations set forth in DFARS 252.204-7012 and the applicable provisions of the NISPOM.

(d) Network Separation. The Company's information technology systems, networks, and infrastructure are physically and logically separated from Buyer Parent's (HSAG's) global corporate network, with no shared cloud infrastructure, network interconnections, remote access capabilities, or common identity management systems. This separation is maintained in accordance with Section 10 of the NSA and NSA Annex D and is designed to prevent any unauthorized access to the Company's controlled unclassified information, classified information, export-controlled data, or other sensitive information by Buyer Parent or its affiliates.

Section 11. Data Segregation

I hereby certify as follows with respect to the segregation of the Company's data and information technology systems:

11.1. The Company's information technology systems, networks, data storage infrastructure, and cloud computing environments have been, and following the Closing will continue to be, physically and logically separated from Buyer Parent's (HSAG's) global corporate network and information technology infrastructure, in strict compliance with Section 10 of the NSA and the detailed technical requirements set forth in NSA Annex D.

11.2. As of the date hereof, no shared cloud infrastructure, shared data centers, shared network segments, shared authentication or identity management systems, or any other shared information technology resources exist or have been planned between the Company and Buyer Parent or any of Buyer Parent's subsidiaries or affiliates. No such shared infrastructure will be implemented without the prior written approval of the Monitoring Agencies in accordance with the procedures set forth in the NSA. The Company maintains its own independent IT infrastructure, including dedicated servers, network equipment, and cybersecurity tools, at its facilities in Colorado Springs, Colorado, and Albuquerque, New Mexico.

Section 12. Third-Party Compliance Monitor Engagement

I hereby certify and acknowledge as follows with respect to the engagement of the third-party compliance monitor under the NSA:

12.1. Buyer Parent has engaged Whitmore Compliance Group LLC as the third-party compliance monitor (the "Compliance Monitor") under the NSA, in accordance with Section 8 of the NSA and the requirements established therein. Whitmore Compliance Group LLC is a compliance and security consulting firm with its principal offices located at 1300 Crystal Drive, Suite 710, Arlington, Virginia 22202. The engagement is led by Gerald Whitmore, the firm's principal and managing member, who possesses extensive experience in CFIUS compliance monitoring and industrial security.

12.2. The appointment of Whitmore Compliance Group LLC as the Compliance Monitor was approved by CFIUS on December 8, 2023, following the submission and review of the firm's qualifications, conflict-of-interest certifications, and proposed compliance monitoring work plan in accordance with the procedures set forth in the NSA.

12.3. The Company commits to cooperate fully and in good faith with Whitmore Compliance Group LLC in the performance of its monitoring duties under the NSA and the Third-Party Compliance Monitor Agreement entered into by and among the Compliance Monitor, Buyer Parent, and the Company. Such cooperation shall include, without limitation, providing the Compliance Monitor with reasonable access to Company facilities (including classified facilities, subject to appropriate security clearances and need-to-know requirements), personnel, records, data, information systems, and other resources as required by the Third-Party Compliance Monitor Agreement and the NSA.

12.4. The first annual compliance audit to be conducted by the Compliance Monitor is due on or before January 19, 2025, being the first anniversary of the effective date of the NSA. The Company acknowledges its obligation to prepare for and participate in such audit, to produce all records and documentation requested by the Compliance Monitor, and to remediate any findings of non-compliance identified therein within the timeframes specified in the NSA.

Section 13. Facility Access Procedures

I hereby certify as follows with respect to the adoption and implementation of facility access procedures:

13.1. The Company has adopted and will implement, effective as of the Closing Date, the facility access procedures set forth in NSA Annex F (Facility Access Procedures). These procedures have been approved by the GSC and have been communicated to all Company employees, contractors, and security personnel responsible for facility access management.

13.2. The facility access procedures include, without limitation, the following requirements:

(a) Classified Area Restrictions. Access to classified areas of the Company's Albuquerque, New Mexico facility — specifically, clean room Sections C-7 through C-12 of the facility located at 9200 Innovation Boulevard — is restricted exclusively to individuals who (i) hold appropriate U.S. government personnel security clearances at the level required for the classified information stored or processed in such areas, (ii) have a validated need-to-know for the specific classified information or programs associated with such areas, and (iii) have received prior approval for access from DCSA and the Government Security Committee.

(b) Buyer Parent Personnel Restrictions. Personnel of Buyer Parent (Halcyon Semiconductor Aktiengesellschaft), Buyer (Halcyon US Holdings Inc.), or any of their respective subsidiaries, affiliates, directors, officers, employees, or agents who are not U.S. persons or who do not hold appropriate personnel security clearances may not access the classified facilities of the Company without the prior written approval of DCSA and the GSC. Such approval, if granted, shall be subject to such conditions and escort requirements as DCSA and the GSC may impose.

(c) Visitor Management. All non-cleared visitors to the Company's facilities, including representatives of Buyer Parent, shall be subject to visitor log requirements, identification verification, and continuous escort by cleared Company personnel while on Company premises. Visitor logs shall be maintained by the FSO's office and shall be made available to DCSA, the Compliance Monitor, and the Monitoring Agencies upon request.

Section 14. Government Contract Notifications

I hereby certify and acknowledge as follows with respect to the Company's obligations regarding its U.S. government contracts:

14.1. The Company acknowledges its obligations to disclose its foreign ownership, control, or influence status to the contracting officers for each of its active Department of Defense contracts (whether as prime contractor or subcontractor) in accordance with the requirements of DFARS 252.209-7002 (Disclosure of Ownership or Control by a Foreign Government) and other applicable FAR and DFARS provisions. As of the date hereof, the Company is the prime contractor or subcontractor on fourteen (14) active Department of Defense contracts (including prime contracts and subcontracts), with an aggregate remaining backlog of approximately One Hundred Ninety-Three Million Dollars ($193,000,000).

14.2. The Company will initiate novation proceedings under Federal Acquisition Regulation ("FAR") Subpart 42.12 (Novation and Change-of-Name Agreements) for the eight (8) contracts identified by the Company and its counsel as requiring formal novation agreements to reflect the change in the Company's ownership resulting from the Closing. The Company will diligently pursue the completion of all novation proceedings and will keep the GSC, the Compliance Monitor, and the Monitoring Agencies informed of the status of such proceedings.

14.3. The Company's top five (5) active contracts by remaining backlog are as follows:

14.4. The Company certifies that it has not received any notice of intent to terminate, stop work order, cure notice, or show cause notice with respect to any of the foregoing contracts, and that the Company is not in material breach or default under any such contract as of the date hereof.

Section 15. Pre-Notification Obligations

I hereby certify and acknowledge as follows with respect to the Company's pre-notification obligations under the NSA:

15.1. The Company acknowledges and will comply with the pre-notification requirement set forth in Section 11 of the NSA, which requires the Company to provide a minimum of thirty (30) days' advance written notice to the Monitoring Agencies before undertaking or consummating any material change to the Company's business, operations, ownership structure, or personnel, including but not limited to:

(a) Any divestiture, sale, transfer, or disposition of all or any material portion of the Company's assets, business units, product lines, or intellectual property;

(b) Entry into any new subcontracting, teaming, licensing, joint venture, or other arrangement with any non-U.S. person or foreign entity;

(c) Any changes to the Company's key cleared personnel, including the resignation, termination, reassignment, or replacement of the FSO, any Security Board Member, or any other individual identified in Section 9 of the NSA as key personnel;

(d) Any change in the Company's facility locations, including the opening, closing, or relocation of any facility at which classified work is performed or controlled information is stored; and

(e) Any other change that would materially affect the Company's ability to perform its obligations under the NSA or that could reasonably be expected to raise national security considerations.

Section 16. Penalty Acknowledgment

I hereby certify and acknowledge as follows with respect to the penalty provisions of the NSA:

16.1. The Company acknowledges the penalty provisions set forth in Section 12.3 of the NSA, which provide that any violation of the terms, conditions, or obligations set forth in the NSA may result in one or more of the following consequences:

(a) Civil monetary penalties of up to Two Hundred Fifty Thousand Dollars ($250,000) per violation per day of continuing violation, as authorized by 50 U.S.C. § 4565(l)(2) and the implementing regulations;

(b) Injunctive or other equitable relief ordered by a court of competent jurisdiction, including specific performance of the Company's obligations under the NSA;

(d) Referral of the matter to the U.S. Department of Justice for criminal investigation, where applicable; and

(e) Mandated divestiture of the Company or any portion thereof, ordered by the President of the United States pursuant to 50 U.S.C. § 4565(d)(4), in the event of a material breach of the NSA that cannot be adequately remediated.

16.2. The Company understands that the foregoing penalties are cumulative and not exclusive, and that the imposition of any one penalty shall not preclude the imposition of any other penalty or remedy available under applicable law.

Section 17. Representations and Warranties

I hereby represent and warrant, on behalf of the Company, as follows:

17.1. Accuracy of CFIUS Submissions. All information provided by the Company to CFIUS in connection with the Joint Voluntary Notice, all supplemental submissions made during the forty-five (45)-day review and forty-five (45)-day investigation periods, and all other materials, documents, data, and information provided by the Company to CFIUS or any of its constituent agencies during the course of the CFIUS review and investigation was true, accurate, and complete in all material respects as of the date on which such information was provided. The Company has not withheld, omitted, or misrepresented any material fact or information in connection with the CFIUS review and investigation.

17.2. Ability to Comply. The Company is not aware of any fact, circumstance, condition, event, or development that would prevent or materially impair the Company's ability to comply with any obligation, term, condition, or requirement imposed upon the Company under the NSA, including but not limited to the obligations relating to governance, facility security, personnel continuity, technology controls, cybersecurity, data segregation, and facility access.

17.3. No Breach of NSA. No event has occurred since the execution of the NSA on January 19, 2024 that would constitute a breach of, default under, or event of non-compliance with, any provision of the NSA or any annex thereto. The Company has performed and observed all obligations, covenants, and conditions required to be performed or observed by the Company under the NSA as of the date hereof.

17.4. Security Clearances. As of the date hereof, the Company employs two hundred twelve (212) individuals who hold active U.S. government personnel security clearances at various levels (including SECRET, TOP SECRET, and TS/SCI). All such clearances are in good standing and current, and no adverse personnel security action (including any suspension, revocation, or denial of clearance, or any statement of reasons or letter of intent to deny or revoke clearance) is pending or, to the knowledge of the undersigned, threatened with respect to any such individual.

17.5. intellectual Property. The Company's portfolio of forty-seven (47) granted United States patents and twelve (12) pending United States patent applications remains in full force and effect as of the date hereof, with all required maintenance fees and prosecution filings current. With respect to the twenty-three (23) patents within such portfolio that were developed, in whole or in part, with funding from the United States government, all reporting obligations under the Bayh-Dole Act (35 U.S.C. §§ 200–212) and the implementing Interagency Edison (iEdison) reporting system are current, and the Company is not in breach of any obligation to the United States government with respect to such government-funded inventions.

17.6. Trade Secrets. All thirty-one (31) registered internal trade secrets of the Company, as documented in the Company's Trade Secret Registry maintained by the Company's General Counsel, remain properly protected under the Company's trade secret management program, including through the use of confidentiality agreements, access controls, marking and handling procedures, and other protective measures consistent with the requirements of the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.) and applicable state law.

Section 18. No Other Conditions

Except as otherwise set forth in the Agreement or in this Certificate, the undersigned is not aware of any unsatisfied condition to Closing relating to CFIUS or the NSA under Section 7.1(c) of the Agreement. To the knowledge of the undersigned, all conditions to the obligations of Buyer and Buyer Parent to consummate the Closing that relate to CFIUS review, clearance, and compliance with the NSA have been satisfied in all material respects as of the date hereof.

IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of February 9, 2024.

Marlowe Asset Management PHOTONICS INC.

By: ________

Name: Dr. Nathan Trevorrow

Title: Chief Executive Officer and Chairman of the Board of Directors

Date: February 9, 2024

Address: 7400 Ridgeline Parkway

Colorado Springs, Colorado 80919

EIN: 26-4371885

This Officer's Certificate is delivered solely for purposes of satisfying the closing condition set forth in Section 7.1(c) of the Agreement and shall not be deemed to expand, modify, or alter the representations, warranties, covenants, or obligations of the Company under the Agreement or the NSA. The certifications and representations set forth herein are made to the knowledge and belief of the undersigned and are subject to the qualifications and limitations set forth in the Agreement and the NSA.

No.	Customer / Contracting Entity	Program Description	Remaining Backlog (Approx.)
1	U.S. Army CERDEC (Communications-Electronics Research, Development and Engineering Center)	GaN HEMT modules for the AN/TPS-80 Ground/Air Task Oriented Radar (G/ATOR) program	$52.3 million
2	Air Force Research Laboratory (AFRL)	Next-generation millimeter wave (mmWave) power amplifiers for advanced electronic warfare systems	$41.7 million
3	Missile Defense Agency (MDA)	GaN-based transmit/receive (T/R) modules for missile defense radar systems	$38.9 million
4	Ironclad Defense Systems Inc. (subcontract; prime contractor to U.S. Navy NAVSEA)	GaN power amplifier assemblies for shipboard electronic warfare systems	$34.1 million
5	Department of Homeland Security, Science and Technology Directorate (DHS S&T)	Border surveillance radio frequency (RF) sensor components	$26.0 million

OFFICER'S CERTIFICATE OF Marlowe Asset Management PHOTONICS INC.
Certificate Pursuant to Section 7.1(c) of the Stock Purchase Agreement
February 9, 2024
This Officer's Certificate (this "Certificate") is delivered by the undersigned in connection with the Stock Purchase Agreement, dated as of June 10, 2023 (as amended, supplemented, or otherwise modified from time to time, the "Agreement"), by and among Halcyon Semiconductor Aktiengesellschaft, a German Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany ("Buyer Parent"), Halcyon US Holdings Inc., a corporation organized and existing under the laws of the State of Delaware ("Buyer"), Marlowe Asset Management Photonics Inc., a corporation organized and existing under the laws of the State of Delaware (the "Company"), and the Sellers identified on the signature pages thereto.
This Certificate is delivered in connection with the closing of the transactions contemplated by the Agreement (the "Closing"), which Closing is expected to occur on or about the date hereof.
RECITALS
WHEREAS, the undersigned, Dr. Nathan Trevorrow, is the duly elected, qualified, and acting Chief Executive Officer and Chairman of the Board of Directors of Marlowe Asset Management Photonics Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal offices located at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919;
WHEREAS, this Certificate is delivered pursuant to Section 7.1(c) of the Agreement, which provides, as a condition to the obligation of Buyer and Buyer Parent to consummate the Closing, that the Company shall deliver to Buyer a certificate of an authorized officer of the Company certifying that the Company has satisfied all conditions to Closing set forth in the Agreement relating to the review by the Committee on Foreign Investment in the United States ("CFIUS") and compliance with the National Security Agreement entered into in connection therewith;
WHEREAS, capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Agreement or, where applicable, in the National Security Agreement dated January 19, 2024 (NSA-2024-0019), by and among the Company, Buyer Parent, Buyer, and the United States of America, acting through the U.S. Department of the Treasury, the Department of Defense, and the Department of Energy (the "NSA");
NOW, THEREFORE, the undersigned hereby certifies as follows:
Section 1. Certification of Authority
I, Dr. Nathan Trevorrow, hereby certify that I am the duly elected, qualified, and acting Chief Executive Officer and Chairman of the Board of Directors of Marlowe Asset Management Photonics Inc. I am authorized to execute and deliver this Certificate on behalf of the Company in accordance with the Company's Second Amended and Restated Bylaws, the resolutions of the Board of Directors adopted on February 5, 2024 authorizing the Closing and the execution and delivery of all documents, instruments, and certificates contemplated thereby, and the authority vested in me as the principal executive officer of the Company.
The Company was incorporated in the State of Delaware on February 14, 2009, and has been continuously existing as a corporation in good standing under the laws of the State of Delaware since such date. The Company's Employer Identification Number is 26-4371885. The Company is qualified to do business and is in good standing in each jurisdiction in which its ownership of property or the conduct of its business requires such qualification, including the States of Colorado, New Mexico, California, Virginia, and Maryland.
I have personal knowledge of the facts and matters set forth in this Certificate, and I am competent to certify the same. To the extent that any certifications herein relate to facts or circumstances within the particular knowledge of other officers or employees of the Company, I have made diligent inquiry of such persons and believe such certifications to be true and correct in all material respects.
Section 2. CFIUS Filing and Review Completion
I hereby certify as follows with respect to the CFIUS review and investigation of the transactions contemplated by the Agreement:
2.1. On July 14, 2023, the Company, jointly with Buyer Parent, filed a voluntary joint notice (the "Joint Voluntary Notice") with CFIUS pursuant to Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), and the implementing regulations set forth at 31 C.F.R. Part 800 (the "CFIUS Regulations"). The Joint Voluntary Notice was accepted by the Staff Chairperson of CFIUS on July 21, 2023, and was assigned CFIUS Case No. CFIUS-023-07-3841.
2.2. CFIUS conducted a forty-five (45)-day national security review of the transaction commencing on July 21, 2023, pursuant to 31 C.F.R. § 800.503. Following the completion of the initial review period, CFIUS determined that a full investigation was warranted and commenced a forty-five (45)-day national security investigation on September 4, 2023, pursuant to 31 C.F.R. § 800.504. The investigation concluded on or about October 19, 2023, and thereafter the parties engaged in negotiations with respect to the terms and conditions of the NSA.
2.3. Throughout the review and investigation periods, the Company, through its outside counsel Wethersfield & Gale LLP (1900 K Street NW, Washington, D.C. 20006), cooperated fully and in good faith with CFIUS and its constituent agencies. Such cooperation included, without limitation, responding to all requests for additional information and documentary submissions from CFIUS, making Company personnel available for interviews and briefings with CFIUS staff and agency representatives, providing classified program briefings at appropriate facilities, and participating in telephonic and in-person meetings with CFIUS representatives as requested.
2.4. The undersigned, Dr. Nathan Trevorrow, personally executed the certification declaration required by 31 C.F.R. § 800.502 on behalf of the Company, certifying under penalty of perjury that the information contained in the Joint Voluntary Notice, including all exhibits, annexes, and attachments thereto, as well as all supplemental submissions made during the review and investigation, was true, accurate, and complete to the best of the undersigned's knowledge and belief. Such certification was executed on July 13, 2023, and a supplemental certification was executed on October 3, 2023, following the submission of additional materials during the investigation period.
Section 3. Execution of the National Security Agreement
I hereby certify as follows with respect to the execution of the NSA:
3.1. The Company duly executed the National Security Agreement, designated NSA-2024-0019, on January 19, 2024. The NSA was executed by and among the Company, Halcyon Semiconductor Aktiengesellschaft, Halcyon US Holdings Inc., and the United States of America, acting through the U.S. Department of the Treasury (as chair of CFIUS and lead monitoring agency), the Department of Defense, and the Department of Energy (collectively, the "Monitoring Agencies").
3.2. The NSA was executed on behalf of the Company by the undersigned, Dr. Nathan Trevorrow, in my capacity as Chief Executive Officer and Chairman of the Board of Directors. Such execution was duly authorized by a unanimous written resolution of the Company's Board of Directors dated January 15, 2024, a certified copy of which is on file with the Company's corporate records maintained at the offices of the Company's corporate counsel.
3.3. The Company acknowledges and agrees to be bound by all terms, conditions, obligations, restrictions, and undertakings set forth in the NSA and its six (6) annexes, which are incorporated therein by reference and made a part thereof:
(a) Annex A — Definitions and Interpretation;
(b) Annex B — Technology Control Plan;
(c) Annex C — Governance Provisions and Security Board Charter;
(d) Annex D — Cybersecurity Requirements;
(e) Annex E — Annual Reporting and Compliance Audit Procedures; and
(f) Annex F — Facility Access Procedures.
3.4. The Company further certifies that it has furnished copies of the NSA and all annexes thereto to each member of the reconstituted Board of Directors and to each member of the Company's senior management team, and that each such person has acknowledged receipt thereof and his or her individual obligations thereunder.
Section 4. CFIUS Clearance
I hereby certify as follows with respect to the receipt of CFIUS clearance for the transactions contemplated by the Agreement:
4.1. On January 26, 2024, the U.S. Department of the Treasury, acting in its capacity as Chair of CFIUS, issued a clearance letter (the "Safe Harbor Letter") addressed to counsel for the Company and counsel for Buyer Parent, confirming that CFIUS has concluded all action under Section 721 of the Defense Production Act of 1950, as amended, with respect to the transaction described in the Joint Voluntary Notice submitted under CFIUS Case No. CFIUS-023-07-3841. The Safe Harbor Letter further confirmed that CFIUS has determined that the transaction, as mitigated by the terms and conditions of the NSA, does not present any unresolved national security concerns.
4.2. Pursuant to the Safe Harbor Letter, safe harbor under Section 721(b)(1)(D) of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565(b)(1)(D)), has been granted with respect to the transaction, subject to the continuing compliance by the parties with the terms of the NSA. The safe harbor protects the transaction from future review by CFIUS or Presidential action, provided that the parties remain in material compliance with the NSA and that no material misstatement or omission was made in connection with the Joint Voluntary Notice.
4.3. Based on the foregoing, the condition to Closing set forth in Section 7.1(c)(i) of the Agreement — requiring the receipt of CFIUS clearance with respect to the transaction — has been duly and fully satisfied.
Section 5. Board Reconstitution
I hereby certify as follows with respect to the reconstitution of the Board of Directors of the Company:
5.1. Effective as of the Closing, the Company's Board of Directors has been reconstituted in accordance with Section 4 of the NSA and NSA Annex C (Governance Provisions & Security Board Charter). As so reconstituted, the Board of Directors consists of five (5) members, as follows:
5.2. Security Board Members. Three (3) members of the reconstituted Board are designated as "Security Board Members" as that term is defined in Section 4.1 of the NSA and NSA Annex C. Each Security Board Member is a citizen of the United States of America holding or eligible to hold personnel security clearances at the TS/SCI level (Top Secret / Sensitive Compartmented Information) and is otherwise qualified to serve on the Board in accordance with the requirements of the NSA and applicable provisions of the National Industrial Security Program Operating Manual (NISPOM, 32 C.F.R. Part 117). The Security Board Members are:
(a) Col. (Ret.) Bryce Hendrickson — Col. Hendrickson currently serves as the Company's Vice President, Government Programs and Facility Security Officer. He is a United States citizen and holds an active personnel security clearance at the TS/SCI level, which was most recently adjudicated by the Defense Counterintelligence and Security Agency. Col. Hendrickson has served the Company in his current capacity since March 2015 and possesses extensive experience in national security and industrial security matters.
(b) Adrienne Delacroix — Ms. Delacroix currently serves as an independent director of the Company. She is a United States citizen and holds an active personnel security clearance at the SECRET level, which was most recently adjudicated by the Defense Counterintelligence and Security Agency. Ms. Delacroix has served on the Company's Board of Directors since September 2019 and brings significant experience in semiconductor industry governance and regulatory compliance.
(c) Independent Security Director (To Be Identified) — The Company and the Monitoring Agencies are in the process of identifying a qualified independent Security Director candidate to fill the third Security Board Member position. The proposed candidate will be subject to the approval of CFIUS and the Defense Counterintelligence and Security Agency ("DCSA") prior to appointment. The Company commits to completing the nomination, vetting, and approval process within ninety (90) days of the Closing Date, as contemplated by Section 4.3 of the NSA. Pending such appointment, the two seated Security Board Members shall constitute a quorum of the Government Security Committee for all purposes.
5.3. Buyer Parent Designees. Two (2) members of the reconstituted Board are designated by Buyer Parent (Halcyon Semiconductor Aktiengesellschaft) in accordance with Section 4.2 of the NSA. These designees (i) may not hold, apply for, or access classified information of any kind, (ii) may not participate in or have access to deliberations, materials, or information relating to classified programs, ITAR-controlled activities, or other matters within the exclusive jurisdiction of the Government Security Committee, and (iii) are subject to such additional restrictions on their access and activities as are set forth in the NSA and NSA Annex C.
5.4. Resolutions of the reconstituted Board of Directors have been duly adopted reflecting the new composition of the Board, establishing the authorities and responsibilities of each class of director, and confirming the adoption of the Government Security Committee charter as described in Section 6 below. Certified copies of such resolutions are on file with the Company's corporate records.
Section 6. Establishment of the Government Security Committee
I hereby certify as follows with respect to the establishment of the Government Security Committee:
6.1. The Government Security Committee (the "GSC") has been duly established as a standing committee of the Board of Directors in accordance with Section 4 of the NSA, NSA Annex C (Governance Provisions & Security Board Charter), and the applicable provisions of the Company's Second Amended and Restated Bylaws. The GSC has been constituted effective as of the Closing Date.
6.2. The GSC is composed of the three (3) Security Board Members identified in Section 5.2 above, namely Col. (Ret.) Bryce Hendrickson, Adrienne Delacroix, and the independent Security Director to be appointed in accordance with Section 5.2(c) above. Until the third Security Board Member is appointed, the GSC shall operate with two members, who shall constitute a quorum for all purposes.
6.3. The GSC has been vested with exclusive and plenary authority over the following matters, among others specified in the NSA and the GSC charter:
(a) All classified programs, contracts, subcontracts, and related activities of the Company, including the negotiation, execution, performance, and administration of any Department of Defense, intelligence community, or other U.S. government classified contracts or subcontracts;
(b) All activities, data, technical information, and materials controlled under the International Traffic in Arms Regulations ("ITAR"), 22 C.F.R. Parts 120–130, including the administration of the Company's ITAR compliance program and export authorizations;
(c) Personnel security matters, including the granting, denial, suspension, or revocation of access to classified information by Company employees, consultants, or other personnel, and the adjudication of all personnel security matters arising under the NISPOM;
(d) Facility security matters relating to the Company's Facility Security Clearance (CAGE Code 7VK92), including all interactions with DCSA, the administration of the Company's facility security program, and the maintenance of classified information storage and processing areas; and
(e) All matters relating to the Company's compliance with the NSA, the Technology Control Plan, cybersecurity requirements, and facility access procedures, to the extent such matters involve classified or ITAR-controlled information.
6.4. The charter of the GSC (the "GSC Charter") has been duly adopted by the reconstituted Board of Directors as of the Closing Date. The GSC Charter is consistent with and incorporates the requirements of NSA Annex C. A copy of the adopted GSC Charter is on file with the Company's corporate records and has been furnished to the Monitoring Agencies.
Section 7. Facility Security Clearance and FSO Retention
I hereby certify as follows with respect to the Company's Facility Security Clearance and the retention of the Facility Security Officer:
7.1. The Company currently maintains a Facility Security Clearance ("FCL") at the SECRET level, issued by the Defense Counterintelligence and Security Agency ("DCSA"), for the Company's facility located at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113. The Company's CAGE Code is 7VK92, and the facility is registered in the DCSA Industrial Security Facilities Database as an approved cleared contractor facility. The FCL remains in good standing as of the date hereof, with no pending adverse actions, revocations, suspensions, or compliance deficiencies known to the undersigned.
7.2. Col. (Ret.) Bryce Hendrickson has been retained as the Company's Facility Security Officer ("FSO") and will continue to serve in that capacity following the Closing, in full compliance with Section 9 of the NSA (Personnel Continuity) and the requirements of 32 C.F.R. Part 117 (NISPOM). Col. Hendrickson holds an active personnel security clearance at the TS/SCI level, which was most recently adjudicated and remains in good standing. Col. Hendrickson has served as the Company's FSO since the inception of the Company's classified programs in 2014 and possesses comprehensive knowledge of the Company's security posture, classified holdings, and facility security procedures.
7.3. The Company has prepared, and will deliver to DCSA on or promptly following the Closing Date, a post-closing notification letter confirming the change in the Company's ownership structure resulting from the transactions contemplated by the Agreement. Such notification will confirm (i) the maintenance of the Company's FCL at the SECRET level, (ii) the continuing service of Col. (Ret.) Bryce Hendrickson as FSO, (iii) the execution and terms of the NSA (NSA-2024-0019) as the applicable foreign ownership, control, or influence ("FOCI") mitigation instrument, and (iv) all other information required by DCSA for purposes of updating the Company's security profile.
7.4. The NSA functions as a Special Security Agreement ("SSA") equivalent for purposes of FOCI mitigation under DCSA's National Industrial Security Program ("NISP"), as referenced in 32 C.F.R. § 117.56. The Company understands and acknowledges that its continued eligibility to maintain its FCL and to perform classified contracts is conditioned upon ongoing compliance with the terms of the NSA and the FOCI mitigation measures set forth therein.
Section 8. Personnel Continuity
I hereby certify as follows with respect to the continuity of key personnel in accordance with the NSA:
8.1. In accordance with Section 9 of the NSA (Personnel Continuity), the following individuals, each of whom is a key employee of the Company and a United States citizen, have agreed to remain employed by the Company for a minimum of twenty-four (24) months following the Closing Date, or until such time as a qualified replacement has been identified, approved by the GSC, and (where applicable) approved by DCSA and the Monitoring Agencies:
(a) Dr. Nathan Trevorrow — Founder and Chief Executive Officer of the Company. Dr. Trevorrow holds an active personnel security clearance at the TS/SCI level. Dr. Trevorrow has served as the Company's Chief Executive Officer since its founding in 2009 and possesses unique institutional knowledge of the Company's classified programs, government customer relationships, and core technology.
(b) Marissa Sung-Avila — President and Chief Operating Officer of the Company. Ms. Sung-Avila holds an active personnel security clearance at the SECRET level. Ms. Sung-Avila joined the Company in 2013 and has served as President and Chief Operating Officer since 2019, with direct operational oversight of the Company's manufacturing operations and supply chain.
(c) Col. (Ret.) Bryce Hendrickson — Vice President, Government Programs and Facility Security Officer of the Company. Col. Hendrickson holds an active personnel security clearance at the TS/SCI level. Col. Hendrickson's qualifications and tenure are described in Section 7.2 above.
8.2. Employment agreements or amendments to existing employment agreements reflecting the twenty-four (24)-month post-Closing continuity commitments described above have been executed by Dr. Trevorrow and Col. (Ret.) Hendrickson as of the date hereof, and the employment agreement amendment for Ms. Sung-Avila is in the final stages of negotiation and is expected to be fully executed on or before February 16, 2024. The Company certifies that Ms. Sung-Avila has provided her written commitment to remain employed by the Company for the required continuity period and that the execution of her formal agreement amendment is a ministerial matter not presenting any risk of non-compliance with Section 9 of the NSA.
Section 9. Technology Control Plan Adoption
I hereby certify as follows with respect to the adoption and implementation of the Technology Control Plan:
9.1. The Company has adopted the Technology Control Plan (the "TCP") set forth in NSA Annex B, effective as of the Closing Date. The TCP has been approved by the GSC and has been communicated to all relevant Company employees and contractors who handle controlled technical data, export-controlled articles, or classified information.
9.2. The TCP establishes comprehensive procedures and controls to prevent the unauthorized transfer, disclosure, or release of the Company's technical data, defense articles, defense services, and other controlled information to any non-U.S. person (as defined in 22 C.F.R. § 120.62 and 15 C.F.R. § 772.1), including employees, officers, directors, or agents of Buyer Parent, without prior authorization from the cognizant U.S. government agencies. Specifically, the TCP prohibits the transfer of:
(a) Technical data subject to the International Traffic in Arms Regulations ("ITAR"), 22 C.F.R. Parts 120–130, including but not limited to defense articles classified under Category XI(a)(3) of the United States Munitions List (USML), relating to military electronics and related items;
(b) Items, technology, and software subject to the Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774, including but not limited to items classified under Export Control Classification Numbers ("ECCNs") 3A001 (electronic components), 3A991 (electronic devices and components not controlled by 3A001), and 3E001 (technology for the development or production of items controlled by 3A001 or 3A002); and
(c) Any other technical data, technology, or information that is subject to U.S. government export control or deemed export restrictions,
to any non-U.S. person without the prior written authorization of the applicable U.S. government agency (the Directorate of Defense Trade Controls for ITAR-controlled items and the Bureau of Industry and Security for EAR-controlled items).
9.3. The Company's registration with the Directorate of Defense Trade Controls ("DDTC") of the U.S. Department of State (Registration No. M-24817) remains active and in good standing as of the date hereof. The Company will file a change-of-ownership notification with DDTC pursuant to ITAR § 122.4(a) within sixty (60) days of the Closing Date, as required by applicable regulations.
9.4. The Company currently maintains three (3) active DSP-5 export licenses issued by DDTC. Following the Closing, the Company will submit applications to DDTC to amend each such license to reflect the change in the Company's ownership structure, in accordance with ITAR § 123.21. The Company certifies that no exports have been or will be made under any such license in a manner inconsistent with the terms of the NSA or the TCP pending the completion of such amendments.
Section 10. Cybersecurity Compliance
I hereby certify as follows with respect to the Company's compliance with the cybersecurity requirements of the NSA:
10.1. As of the Closing Date, the Company is in compliance with the cybersecurity requirements set forth in Section 10 of the NSA and NSA Annex D (Cybersecurity Requirements), including but not limited to the following:
(a) NIST SP 800-171 Compliance. The Company maintains compliance with the cybersecurity requirements set forth in National Institute of Standards and Technology Special Publication 800-171, Revision 2 ("NIST SP 800-171"), Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations. The Company's most recent self-assessment under NIST SP 800-171 was completed on November 14, 2023, and resulted in a score of 98 out of 110 (with the twelve-point gap attributable to Plan of Action & Milestones items relating to two controls currently under implementation). The Company's NIST SP 800-171 assessment has been uploaded to the Supplier Performance Risk System (SPRS) as required by DFARS 252.204-7012.
(b) Annual Penetration Testing. The Company has committed to conduct annual third-party penetration testing of its information systems, networks, and infrastructure by qualified cybersecurity firms in accordance with the schedule and scope set forth in NSA Annex D. The first post-Closing penetration test is scheduled to be conducted no later than June 30, 2024.
(c) Cybersecurity Incident Reporting. The Company has implemented cybersecurity incident reporting procedures requiring the reporting of any cybersecurity incident, as defined in NSA Annex D, to DCSA and the applicable Monitoring Agencies within seventy-two (72) hours of the Company's discovery of such incident. Such procedures are consistent with the reporting obligations set forth in DFARS 252.204-7012 and the applicable provisions of the NISPOM.
(d) Network Separation. The Company's information technology systems, networks, and infrastructure are physically and logically separated from Buyer Parent's (HSAG's) global corporate network, with no shared cloud infrastructure, network interconnections, remote access capabilities, or common identity management systems. This separation is maintained in accordance with Section 10 of the NSA and NSA Annex D and is designed to prevent any unauthorized access to the Company's controlled unclassified information, classified information, export-controlled data, or other sensitive information by Buyer Parent or its affiliates.
Section 11. Data Segregation
I hereby certify as follows with respect to the segregation of the Company's data and information technology systems:
11.1. The Company's information technology systems, networks, data storage infrastructure, and cloud computing environments have been, and following the Closing will continue to be, physically and logically separated from Buyer Parent's (HSAG's) global corporate network and information technology infrastructure, in strict compliance with Section 10 of the NSA and the detailed technical requirements set forth in NSA Annex D.
11.2. As of the date hereof, no shared cloud infrastructure, shared data centers, shared network segments, shared authentication or identity management systems, or any other shared information technology resources exist or have been planned between the Company and Buyer Parent or any of Buyer Parent's subsidiaries or affiliates. No such shared infrastructure will be implemented without the prior written approval of the Monitoring Agencies in accordance with the procedures set forth in the NSA. The Company maintains its own independent IT infrastructure, including dedicated servers, network equipment, and cybersecurity tools, at its facilities in Colorado Springs, Colorado, and Albuquerque, New Mexico.
Section 12. Third-Party Compliance Monitor Engagement
I hereby certify and acknowledge as follows with respect to the engagement of the third-party compliance monitor under the NSA:
12.1. Buyer Parent has engaged Whitmore Compliance Group LLC as the third-party compliance monitor (the "Compliance Monitor") under the NSA, in accordance with Section 8 of the NSA and the requirements established therein. Whitmore Compliance Group LLC is a compliance and security consulting firm with its principal offices located at 1300 Crystal Drive, Suite 710, Arlington, Virginia 22202. The engagement is led by Gerald Whitmore, the firm's principal and managing member, who possesses extensive experience in CFIUS compliance monitoring and industrial security.
12.2. The appointment of Whitmore Compliance Group LLC as the Compliance Monitor was approved by CFIUS on December 8, 2023, following the submission and review of the firm's qualifications, conflict-of-interest certifications, and proposed compliance monitoring work plan in accordance with the procedures set forth in the NSA.
12.3. The Company commits to cooperate fully and in good faith with Whitmore Compliance Group LLC in the performance of its monitoring duties under the NSA and the Third-Party Compliance Monitor Agreement entered into by and among the Compliance Monitor, Buyer Parent, and the Company. Such cooperation shall include, without limitation, providing the Compliance Monitor with reasonable access to Company facilities (including classified facilities, subject to appropriate security clearances and need-to-know requirements), personnel, records, data, information systems, and other resources as required by the Third-Party Compliance Monitor Agreement and the NSA.
12.4. The first annual compliance audit to be conducted by the Compliance Monitor is due on or before January 19, 2025, being the first anniversary of the effective date of the NSA. The Company acknowledges its obligation to prepare for and participate in such audit, to produce all records and documentation requested by the Compliance Monitor, and to remediate any findings of non-compliance identified therein within the timeframes specified in the NSA.
Section 13. Facility Access Procedures
I hereby certify as follows with respect to the adoption and implementation of facility access procedures:
13.1. The Company has adopted and will implement, effective as of the Closing Date, the facility access procedures set forth in NSA Annex F (Facility Access Procedures). These procedures have been approved by the GSC and have been communicated to all Company employees, contractors, and security personnel responsible for facility access management.
13.2. The facility access procedures include, without limitation, the following requirements:
(a) Classified Area Restrictions. Access to classified areas of the Company's Albuquerque, New Mexico facility — specifically, clean room Sections C-7 through C-12 of the facility located at 9200 Innovation Boulevard — is restricted exclusively to individuals who (i) hold appropriate U.S. government personnel security clearances at the level required for the classified information stored or processed in such areas, (ii) have a validated need-to-know for the specific classified information or programs associated with such areas, and (iii) have received prior approval for access from DCSA and the Government Security Committee.
(b) Buyer Parent Personnel Restrictions. Personnel of Buyer Parent (Halcyon Semiconductor Aktiengesellschaft), Buyer (Halcyon US Holdings Inc.), or any of their respective subsidiaries, affiliates, directors, officers, employees, or agents who are not U.S. persons or who do not hold appropriate personnel security clearances may not access the classified facilities of the Company without the prior written approval of DCSA and the GSC. Such approval, if granted, shall be subject to such conditions and escort requirements as DCSA and the GSC may impose.
(c) Visitor Management. All non-cleared visitors to the Company's facilities, including representatives of Buyer Parent, shall be subject to visitor log requirements, identification verification, and continuous escort by cleared Company personnel while on Company premises. Visitor logs shall be maintained by the FSO's office and shall be made available to DCSA, the Compliance Monitor, and the Monitoring Agencies upon request.
Section 14. Government Contract Notifications
I hereby certify and acknowledge as follows with respect to the Company's obligations regarding its U.S. government contracts:
14.1. The Company acknowledges its obligations to disclose its foreign ownership, control, or influence status to the contracting officers for each of its active Department of Defense contracts (whether as prime contractor or subcontractor) in accordance with the requirements of DFARS 252.209-7002 (Disclosure of Ownership or Control by a Foreign Government) and other applicable FAR and DFARS provisions. As of the date hereof, the Company is the prime contractor or subcontractor on fourteen (14) active Department of Defense contracts (including prime contracts and subcontracts), with an aggregate remaining backlog of approximately One Hundred Ninety-Three Million Dollars ($193,000,000).
14.2. The Company will initiate novation proceedings under Federal Acquisition Regulation ("FAR") Subpart 42.12 (Novation and Change-of-Name Agreements) for the eight (8) contracts identified by the Company and its counsel as requiring formal novation agreements to reflect the change in the Company's ownership resulting from the Closing. The Company will diligently pursue the completion of all novation proceedings and will keep the GSC, the Compliance Monitor, and the Monitoring Agencies informed of the status of such proceedings.
14.3. The Company's top five (5) active contracts by remaining backlog are as follows:
14.4. The Company certifies that it has not received any notice of intent to terminate, stop work order, cure notice, or show cause notice with respect to any of the foregoing contracts, and that the Company is not in material breach or default under any such contract as of the date hereof.
Section 15. Pre-Notification Obligations
I hereby certify and acknowledge as follows with respect to the Company's pre-notification obligations under the NSA:
15.1. The Company acknowledges and will comply with the pre-notification requirement set forth in Section 11 of the NSA, which requires the Company to provide a minimum of thirty (30) days' advance written notice to the Monitoring Agencies before undertaking or consummating any material change to the Company's business, operations, ownership structure, or personnel, including but not limited to:
(a) Any divestiture, sale, transfer, or disposition of all or any material portion of the Company's assets, business units, product lines, or intellectual property;
(b) Entry into any new subcontracting, teaming, licensing, joint venture, or other arrangement with any non-U.S. person or foreign entity;
(c) Any changes to the Company's key cleared personnel, including the resignation, termination, reassignment, or replacement of the FSO, any Security Board Member, or any other individual identified in Section 9 of the NSA as key personnel;
(d) Any change in the Company's facility locations, including the opening, closing, or relocation of any facility at which classified work is performed or controlled information is stored; and
(e) Any other change that would materially affect the Company's ability to perform its obligations under the NSA or that could reasonably be expected to raise national security considerations.
Section 16. Penalty Acknowledgment
I hereby certify and acknowledge as follows with respect to the penalty provisions of the NSA:
16.1. The Company acknowledges the penalty provisions set forth in Section 12.3 of the NSA, which provide that any violation of the terms, conditions, or obligations set forth in the NSA may result in one or more of the following consequences:
(a) Civil monetary penalties of up to Two Hundred Fifty Thousand Dollars ($250,000) per violation per day of continuing violation, as authorized by 50 U.S.C. § 4565(l)(2) and the implementing regulations;
(b) Injunctive or other equitable relief ordered by a court of competent jurisdiction, including specific performance of the Company's obligations under the NSA;
(c) Suspension, revocation, or denial of the Company's Facility Security Clearance by DCSA;
(d) Referral of the matter to the U.S. Department of Justice for criminal investigation, where applicable; and
(e) Mandated divestiture of the Company or any portion thereof, ordered by the President of the United States pursuant to 50 U.S.C. § 4565(d)(4), in the event of a material breach of the NSA that cannot be adequately remediated.
16.2. The Company understands that the foregoing penalties are cumulative and not exclusive, and that the imposition of any one penalty shall not preclude the imposition of any other penalty or remedy available under applicable law.
Section 17. Representations and Warranties
I hereby represent and warrant, on behalf of the Company, as follows:
17.1. Accuracy of CFIUS Submissions. All information provided by the Company to CFIUS in connection with the Joint Voluntary Notice, all supplemental submissions made during the forty-five (45)-day review and forty-five (45)-day investigation periods, and all other materials, documents, data, and information provided by the Company to CFIUS or any of its constituent agencies during the course of the CFIUS review and investigation was true, accurate, and complete in all material respects as of the date on which such information was provided. The Company has not withheld, omitted, or misrepresented any material fact or information in connection with the CFIUS review and investigation.
17.2. Ability to Comply. The Company is not aware of any fact, circumstance, condition, event, or development that would prevent or materially impair the Company's ability to comply with any obligation, term, condition, or requirement imposed upon the Company under the NSA, including but not limited to the obligations relating to governance, facility security, personnel continuity, technology controls, cybersecurity, data segregation, and facility access.
17.3. No Breach of NSA. No event has occurred since the execution of the NSA on January 19, 2024 that would constitute a breach of, default under, or event of non-compliance with, any provision of the NSA or any annex thereto. The Company has performed and observed all obligations, covenants, and conditions required to be performed or observed by the Company under the NSA as of the date hereof.
17.4. Security Clearances. As of the date hereof, the Company employs two hundred twelve (212) individuals who hold active U.S. government personnel security clearances at various levels (including SECRET, TOP SECRET, and TS/SCI). All such clearances are in good standing and current, and no adverse personnel security action (including any suspension, revocation, or denial of clearance, or any statement of reasons or letter of intent to deny or revoke clearance) is pending or, to the knowledge of the undersigned, threatened with respect to any such individual.
17.5. intellectual Property. The Company's portfolio of forty-seven (47) granted United States patents and twelve (12) pending United States patent applications remains in full force and effect as of the date hereof, with all required maintenance fees and prosecution filings current. With respect to the twenty-three (23) patents within such portfolio that were developed, in whole or in part, with funding from the United States government, all reporting obligations under the Bayh-Dole Act (35 U.S.C. §§ 200–212) and the implementing Interagency Edison (iEdison) reporting system are current, and the Company is not in breach of any obligation to the United States government with respect to such government-funded inventions.
17.6. Trade Secrets. All thirty-one (31) registered internal trade secrets of the Company, as documented in the Company's Trade Secret Registry maintained by the Company's General Counsel, remain properly protected under the Company's trade secret management program, including through the use of confidentiality agreements, access controls, marking and handling procedures, and other protective measures consistent with the requirements of the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.) and applicable state law.
Section 18. No Other Conditions
Except as otherwise set forth in the Agreement or in this Certificate, the undersigned is not aware of any unsatisfied condition to Closing relating to CFIUS or the NSA under Section 7.1(c) of the Agreement. To the knowledge of the undersigned, all conditions to the obligations of Buyer and Buyer Parent to consummate the Closing that relate to CFIUS review, clearance, and compliance with the NSA have been satisfied in all material respects as of the date hereof.
IN WITNESS WHEREOF, the undersigned has executed this Officer's Certificate as of February 9, 2024.
Marlowe Asset Management PHOTONICS INC.
By: ________
Name: Dr. Nathan Trevorrow
Title: Chief Executive Officer and Chairman of the Board of Directors
Date: February 9, 2024
Address: 7400 Ridgeline Parkway
Colorado Springs, Colorado 80919
EIN: 26-4371885
This Officer's Certificate is delivered solely for purposes of satisfying the closing condition set forth in Section 7.1(c) of the Agreement and shall not be deemed to expand, modify, or alter the representations, warranties, covenants, or obligations of the Company under the Agreement or the NSA. The certifications and representations set forth herein are made to the knowledge and belief of the undersigned and are subject to the qualifications and limitations set forth in the Agreement and the NSA.
No. | Customer / Contracting Entity | Program Description | Remaining Backlog (Approx.)
1 | U.S. Army CERDEC (Communications-Electronics Research, Development and Engineering Center) | GaN HEMT modules for the AN/TPS-80 Ground/Air Task Oriented Radar (G/ATOR) program | $52.3 million
2 | Air Force Research Laboratory (AFRL) | Next-generation millimeter wave (mmWave) power amplifiers for advanced electronic warfare systems | $41.7 million
3 | Missile Defense Agency (MDA) | GaN-based transmit/receive (T/R) modules for missile defense radar systems | $38.9 million
4 | Ironclad Defense Systems Inc. (subcontract; prime contractor to U.S. Navy NAVSEA) | GaN power amplifier assemblies for shipboard electronic warfare systems | $34.1 million
5 | Department of Homeland Security, Science and Technology Directorate (DHS S&T) | Border surveillance radio frequency (RF) sensor components | $26.0 million

OFFICER'S CERTIFICATE OF Marlowe Asset Management PHOTONICS INC.

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EIN: 26-4371885

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