1032-00004 · Client 1032 · Joint Voluntary Notice

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CERTIFICATION DECLARATIONS PURSUANT TO 31 C.F.R. § 800.502

Filed in Connection with Joint Voluntary Notice Under 31 C.F.R. § 800.501

CFIUS Case No.: CFIUS-023-07-3841

Date of Filing: July 14, 2023

Transaction: Acquisition of 100% of the Outstanding Equity of Marlowe Asset Management Photonics Inc. by Halcyon Semiconductor Aktiengesellschaft through its wholly owned subsidiary Halcyon US Holdings Inc.

Submitted to the Committee on Foreign Investment in the United States through the U.S. Department of the Treasury, Office of Investment Security in its capacity as Chair of the Committee

CERTIFICATION DECLARATION NO. 1

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

1. Identification of Declarant

I, Dr. Maximilian Ehrhardt, am the Chief Executive Officer (Vorstandsvorsitzender) of Halcyon Semiconductor Aktiengesellschaft ("HSAG"), an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany. I submit this Certification Declaration in my capacity as the duly authorized representative of HSAG, and I am competent in all respects to make the certifications set forth herein.

HSAG's principal place of business is located at Industriestraße 44, 01099 Dresden, Saxony, Federal Republic of Germany. HSAG is registered in the commercial register (Handelsregister) of the Amtsgericht Dresden under registration number HRB 28416. HSAG's Legal Entity Identifier (LEI) is 5299007KXQ2M4GHILZ38. HSAG's ordinary shares are listed on the Frankfurt Stock Exchange and trade under the ticker symbol HLC on the XETRA electronic trading platform.

In addition to certifying on my own behalf and on behalf of HSAG, I am also executing this Certification Declaration on behalf of the U.S. acquisition vehicle established for purposes of the Transaction (as defined below), namely Halcyon US Holdings Inc., a corporation organized under the laws of the State of Delaware on June 5, 2023, bearing Employer Identification Number (EIN) 93-2841067. Halcyon US Holdings Inc. is a wholly owned direct subsidiary of HSAG and was formed solely for the purpose of effecting the proposed acquisition of Marlowe Asset Management Photonics Inc. Halcyon US Holdings Inc.'s registered agent in the State of Delaware is National Registered Agents of Delaware, located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904.

2. Authority to Execute

I, Dr. Maximilian Ehrhardt, am the duly appointed and acting Chief Executive Officer (Vorstandsvorsitzender) of HSAG. In my capacity as Vorstandsvorsitzender, I have been expressly authorized by the Vorstand (Management Board) of HSAG, acting pursuant to a resolution adopted on June 8, 2023, to (i) authorize, direct, and oversee the filing of a joint voluntary notice with the Committee on Foreign Investment in the United States ("CFIUS") in connection with the proposed acquisition of Marlowe Asset Management Photonics Inc., (ii) execute all certifications, declarations, and ancillary documents required or appropriate in connection with such filing, and (iii) take all such further actions as may be necessary or advisable to comply with the requirements of 31 C.F.R. Part 800 and the regulations promulgated thereunder.

The Aufsichtsrat (Supervisory Board) of HSAG was duly informed of the proposed Transaction and the contemplated CFIUS filing at its regular session held on June 12, 2023, and did not object to the filing or to the authorization granted to me by the Vorstand to execute this Certification Declaration.

I am further authorized to execute this Certification Declaration on behalf of Halcyon US Holdings Inc. in my capacity as sole director and president of Halcyon US Holdings Inc., as reflected in the organizational resolutions of Halcyon US Holdings Inc. adopted on June 6, 2023.

3. Identification of the Transaction

HSAG, acting through its wholly owned subsidiary Halcyon US Holdings Inc. (collectively, the "Buyer"), proposes to acquire one hundred percent (100%) of the issued and outstanding equity interests—including all shares of common stock and all vested and exercisable options to purchase shares of common stock—of Marlowe Asset Management Photonics Inc. ("VPI"), a C-corporation organized under the laws of the State of Delaware, bearing Employer Identification Number (EIN) 26-4371885, and headquartered at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919 (the "Transaction").

The Transaction is structured as a stock purchase for one hundred percent (100%) cash consideration. The material financial terms of the Transaction are as follows:

(a) Base Purchase Price. The base purchase price for the Transaction is One Billion Four Hundred Twenty Million United States Dollars ($1,420,000,000), payable in immediately available funds at closing on a cash-free, debt-free basis, subject to customary adjustments for working capital. The parties have agreed to a normalized net working capital target of Thirty-Four Million Six Hundred Thousand United States Dollars ($34,600,000). Any difference between the estimated closing net working capital and the target net working capital will be settled through a post-closing true-up mechanism within ninety (90) days following the closing date, as further described in the Stock Purchase Agreement.

(b) Earnout Consideration. In addition to the base purchase price, Halcyon US Holdings Inc. has agreed to pay to the sellers of VPI additional contingent consideration (the "Earnout") in an aggregate amount of up to Eighty-Five Million United States Dollars ($85,000,000), payable in two tranches upon the achievement of specified government-contract revenue milestones during calendar years 2024 and 2025. The specific revenue thresholds, measurement periods, and payment mechanics applicable to the Earnout are set forth in detail in Article VII of the Stock Purchase Agreement, which is included in Exhibit A to the Joint Voluntary Notice.

(c) Maximum Aggregate Consideration. Taking into account the base purchase price and the maximum potential Earnout, the maximum aggregate consideration payable in connection with the Transaction is One Billion Five Hundred Five Million United States Dollars ($1,505,000,000).

The Transaction is governed by that certain Stock Purchase Agreement by and among Halcyon US Holdings Inc. (as Buyer), Halcyon Semiconductor Aktiengesellschaft (as Parent Guarantor), the stockholders of VPI identified on the signature pages thereto (as Sellers), and Ridgecrest Ventures Management LLC (as Sellers' Representative), dated as of June 10, 2023 (the "Stock Purchase Agreement"). A complete, unredacted copy of the Stock Purchase Agreement, together with all schedules and exhibits thereto, is included in Exhibit A to the Joint Voluntary Notice.

The Transaction is being financed through a combination of debt and equity, as follows:

(i) Senior Secured Term Loan. Halcyon US Holdings Inc. has obtained a commitment for a senior secured term loan facility in the aggregate principal amount of Nine Hundred Million United States Dollars ($900,000,000) (the "Term Loan Facility") from a syndicate of lenders led by Meridian National Bank, acting as administrative agent, with Atlas Commercial Lending AG and Pacific Basin Credit Corp. serving as co-lead arrangers and joint bookrunners. The commitment letter for the Term Loan Facility, dated June 9, 2023, is included in Exhibit A to the Joint Voluntary Notice.

(ii) Equity Contribution. HSAG will contribute equity in the amount of Five Hundred Twenty Million United States Dollars ($520,000,000) to Halcyon US Holdings Inc. to fund the balance of the purchase price not financed through the Term Loan Facility. A portion of such equity contribution—specifically, Three Hundred Million Euros (€300,000,000)—will be funded through a draw on HSAG's existing revolving credit facility with Rheinische Handelsbank AG, Düsseldorf, Germany, pursuant to a revolving credit agreement dated March 15, 2021, as amended. The balance of the equity contribution will be funded from HSAG's available cash on hand.

4. Identification of Counsel

HSAG and Halcyon US Holdings Inc. are represented in this CFIUS proceeding by the following legal counsel:

Calderwood & Harkness LLP

New York Office: 399 Park Avenue, 31st Floor New York, New York 10022

Responsible Partner: Beatrice Holloway Practice Group: Mergers & Acquisitions

Washington, D.C. Office: 1750 K Street NW, Suite 800 Washington, D.C. 20006

Of Counsel: Margaret "Peggy" Ashworth Practice Group: National Security & CFIUS

All communications from CFIUS directed to HSAG or Halcyon US Holdings Inc. in connection with this filing should be addressed to Margaret "Peggy" Ashworth at the Washington, D.C. office address set forth above, with a copy to Beatrice Holloway at the New York office address set forth above.

HSAG is separately represented by German counsel in connection with the Transaction:

Schilling Frey Rechtsanwälte Friedrichstraße 68 10117 Berlin, Federal Republic of Germany

Lead Partner: Prof. Dr. Ulrich Schilling

5. Certification Statement

I, Dr. Maximilian Ehrhardt, hereby certify, declare, and state, under penalty of perjury and in accordance with the requirements of 31 C.F.R. § 800.502, as follows:

(a) I have read and am familiar with the contents of the Joint Voluntary Notice filed with the Committee on Foreign Investment in the United States on July 14, 2023, in connection with the Transaction described herein, together with all exhibits and attachments thereto, including without limitation Exhibits A through G (the "Notice").

(b) The information provided by or on behalf of HSAG and Halcyon US Holdings Inc. in the Notice, including all exhibits, attachments, schedules, and supplemental materials submitted in connection therewith, is, to the best of my knowledge and belief, true, correct, and complete in all material respects.

(c) Neither HSAG nor Halcyon US Holdings Inc. has made any material misrepresentation or omitted any material fact in the Notice or in any exhibit, attachment, or supplemental material submitted in connection therewith.

(d) I understand that the making of a material misstatement or the omission of a material fact in a filing with CFIUS may subject HSAG, Halcyon US Holdings Inc., and their respective officers and directors to civil penalties pursuant to Section 721(h)(3)(A) of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565(h)(3)(A)), and that a willfully false statement made in connection with such filing may constitute a criminal violation of 18 U.S.C. § 1001 (Statements or Entries Generally), punishable by fine and/or imprisonment.

(e) I understand that, pursuant to 50 U.S.C. § 4565(h)(3)(A) and the regulations promulgated thereunder, CFIUS may impose a civil monetary penalty not to exceed Two Hundred Fifty Thousand United States Dollars ($250,000) per violation for any material misstatement or material omission in a filing submitted under 31 C.F.R. Part 800, or such greater amount as may be applicable under the applicable inflation adjustments.

6. Ongoing Obligation to Update

I, Dr. Maximilian Ehrhardt, on behalf of HSAG and Halcyon US Holdings Inc., hereby acknowledge the obligation imposed by 31 C.F.R. § 800.501(i) to promptly inform the Staff Chairperson of CFIUS of any material changes in the information contained in the Notice. This obligation extends to, but is not limited to, any changes in the terms or structure of the Transaction, any changes in the corporate structure or ultimate beneficial ownership of HSAG or Halcyon US Holdings Inc., any changes in the financing arrangements for the Transaction, and any changes in any factual representations made in the Notice or the exhibits thereto. HSAG and Halcyon US Holdings Inc. commit to providing such updated information through their counsel of record, Calderwood & Harkness LLP, promptly upon becoming aware of any such material change.

7. Execution. I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.

Executed on this 14th day of July, 2023, at Dresden, Saxony, Federal Republic of Germany.

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

By: ________

Name: Dr. Maximilian Ehrhardt

Title: Chief Executive Officer (Vorstandsvorsitzender)

Also signing in his capacity as sole director and president of: HALCYON US HOLDINGS INC.

Date: July 14, 2023

Place of Execution: Dresden, Germany

CERTIFICATION DECLARATION NO. 2

Marlowe Asset Management PHOTONICS INC.

1. Identification of Declarant

I, Dr. Nathan Trevorrow, am the Founder, Chief Executive Officer, and Chairman of the Board of Directors of Marlowe Asset Management Photonics Inc. ("VPI"), a corporation organized under the laws of the State of Delaware. I submit this Certification Declaration in my capacity as the duly authorized representative of VPI, and I am competent in all respects to make the certifications set forth herein.

VPI was incorporated in the State of Delaware on February 14, 2009. VPI's Employer Identification Number (EIN) is 26-4371885. VPI is assigned CAGE Code 7VK92 by the Defense Logistics Agency for purposes of government contracting. VPI's DUNS Number is 07-812-4493. VPI is registered with the U.S. Department of State, Directorate of Defense Trade Controls ("DDTC"), under Registration Number M-24817 in accordance with the International Traffic in Arms Regulations ("ITAR"), 22 C.F.R. Parts 120–130.

VPI's principal place of business and corporate headquarters is located at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919. VPI also maintains a fabrication facility at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113. The Albuquerque fabrication facility comprises approximately 45,000 square feet of cleanroom and laboratory space dedicated to gallium nitride on silicon carbide (GaN-on-SiC) epitaxial growth and device fabrication. The Albuquerque facility holds a Facility Security Clearance ("FCL") at the SECRET level, issued and maintained by the Defense Counterintelligence and Security Agency ("DCSA") in accordance with the National Industrial Security Program Operating Manual (NISPOM), 32 C.F.R. Part 117.

2. Authority to Execute

I, Dr. Nathan Trevorrow, am the duly appointed and acting Chief Executive Officer and Chairman of the Board of Directors of VPI. I have been authorized by the Board of Directors of VPI, acting pursuant to a unanimous written consent adopted on June 11, 2023, to (i) authorize, direct, and oversee the filing of a joint voluntary notice with the Committee on Foreign Investment in the United States in connection with the proposed acquisition of VPI by Halcyon Semiconductor Aktiengesellschaft, through Halcyon US Holdings Inc., (ii) execute all certifications, declarations, and ancillary documents required or appropriate in connection with such filing, and (iii) take all such further actions as may be necessary or advisable to comply with the requirements of 31 C.F.R. Part 800 and the regulations promulgated thereunder.

The Board of Directors of VPI consists of the following five (5) members:

(i) Dr. Nathan Trevorrow — Chairman, Founder, and Chief Executive Officer of VPI;

(ii) Marissa Sung-Avila — Co-Founder and Chief Technology Officer of VPI;

(iii) Franklin Yee — Board designee of Ridgecrest Ventures Fund III, L.P. (Mr. Yee is a Managing Partner of Ridgecrest Ventures Management LLC, the general partner of Ridgecrest Ventures Fund III, L.P.);

(iv) Olivia Hartmann — Board designee of Cascadian Capital Partners Growth Fund II, L.P. (Ms. Hartmann is a Managing Director of Cascadian Capital Partners Management LLC, the general partner of Cascadian Capital Partners Growth Fund II, L.P.); and

(v) Adrienne Delacroix — Independent director.

Each member of the Board of Directors participated in the adoption of the unanimous written consent referenced above and authorized the filing of the Joint Voluntary Notice and the execution of this Certification Declaration.

3. Identification of the Transaction

VPI is the target company in the proposed Transaction. The Transaction involves the acquisition of one hundred percent (100%) of the issued and outstanding equity interests of VPI by HSAG, acting through its wholly owned subsidiary Halcyon US Holdings Inc. The Transaction is governed by the Stock Purchase Agreement dated June 10, 2023, as more fully described in Certification Declaration No. 1 above and as set forth in Exhibit A to the Joint Voluntary Notice.

The current stockholders of VPI (the "Sellers"), together with their respective ownership percentages and identifying information, are as follows:

For the fiscal year ended December 31, 2022, VPI reported total revenue of Two Hundred Eighty-Seven Million Four Hundred Thousand United States Dollars ($287,400,000) and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of Sixty-One Million Two Hundred Thousand United States Dollars ($61,200,000). As of the date of this Certification Declaration, VPI employs four hundred eighty-six (486) full-time employees, of whom two hundred twelve (212) hold active U.S. government personnel security clearances at the SECRET level or above.

4. Description of VPI's Government-Related Activities

VPI is a U.S. person engaged in the design, development, fabrication, and sale of advanced gallium nitride (GaN) semiconductor devices and subsystems, including high-electron-mobility transistors (HEMTs), monolithic microwave integrated circuits (MMICs), and millimeter-wave (mmWave) power amplifier modules. VPI's products serve both commercial and defense markets. A substantial portion of VPI's business involves contracts with, and sales to, agencies and instrumentalities of the United States Government.

The following summary describes VPI's principal government-related activities, contracts, and regulatory obligations:

(a) Active Government Contracts. VPI currently maintains fourteen (14) active contracts with the U.S. Department of Defense and other federal agencies, including both prime contracts and subcontracts. The aggregate backlog associated with these fourteen (14) contracts, as of the date of this Certification Declaration, is approximately One Hundred Ninety-Three Million United States Dollars ($193,000,000). The contracting agencies and organizations under which these contracts are held include:

(i) United States Army Program Executive Office for intelligence, Electronic Warfare, and Sensors (PEO IEW&S);

(ii) United States Air Force Research Laboratory (AFRL);

(iii) Missile Defense Agency (MDA);

(iv) United States Navy, Naval Sea Systems Command (NAVSEA), through a subcontract relationship with Ironclad Defense Systems Inc. under a NAVSEA prime contract; and

(v) U.S. Department of Homeland Security, Science and Technology Directorate (DHS S&T).

A detailed summary of each active government contract, including contract numbers, awarding agencies, estimated values, periods of performance, and descriptions of deliverables, is set forth in Exhibit F to the Joint Voluntary Notice.

(b) Export-Controlled Products. VPI's product portfolio includes defense articles controlled under Category XI(a)(3) of the United States Munitions List (USML), 22 C.F.R. § 121.1, which are subject to the licensing jurisdiction of the DDTC under the ITAR. VPI's product portfolio also includes dual-use items classified under Export Control Classification Number (ECCN) 3A001 on the Commerce Control List (CCL), 15 C.F.R. Part 774, Supplement No. 1, which are subject to the jurisdiction of the Bureau of Industry and Security (BIS) under the Export Administration Regulations (EAR), 15 C.F.R. Parts 730–774.

(c) Export Licenses. VPI currently holds three (3) active DSP-5 permanent export licenses issued by the DDTC authorizing the export of ITAR-controlled defense articles to NATO allied countries, specifically the United Kingdom and the Commonwealth of Australia. Copies of the active DSP-5 licenses, with appropriate redactions as authorized by the DDTC, are included in Exhibit E to the Joint Voluntary Notice.

(d) Facility Security Clearance. VPI maintains a Facility Security Clearance (FCL) at the SECRET level at its fabrication facility located at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113. The FCL is administered by the Defense Counterintelligence and Security Agency (DCSA) in accordance with the NISPOM, 32 C.F.R. Part 117. VPI's Facility Security Officer is Col. (Ret.) Bryce Hendrickson, USAF, who holds an active TOP SECRET / Sensitive Compartmented Information (TS/SCI) personnel security clearance.

(e) Cleared Personnel. As noted above, two hundred twelve (212) of VPI's four hundred eighty-six (486) employees hold active U.S. government personnel security clearances at the SECRET level or above. A summary of cleared personnel by clearance level (with names redacted in accordance with NISPOM guidelines) is provided in Exhibit G to the Joint Voluntary Notice.

(f) intellectual Property. VPI holds forty-seven (47) issued U.S. patents and has twelve (12) patent applications pending before the United States Patent and Trademark Office. These patents and applications relate to GaN epitaxial growth techniques, HEMT device architectures, and mmWave power amplifier designs. Of the forty-seven (47) issued patents, twenty-three (23) were developed in whole or in part under U.S. government-funded contracts and are accordingly subject to the government's rights, including march-in rights under 35 U.S.C. § 203 (Bayh-Dole Act) and the rights reserved to the U.S. Government under DFARS 252.227-7038 (Patent Rights — Ownership by the Contractor). In addition, VPI maintains thirty-one (31) registered internal trade secrets relating to proprietary GaN epitaxial recipes, die-level reliability screening processes, and related fabrication know-how. A summary of VPI's intellectual property portfolio is included in Exhibit B to the Joint Voluntary Notice.

5. Identification of Counsel

VPI and the Sellers are represented in this CFIUS proceeding by the following legal counsel:

Wethersfield & Gale LLP

2000 Pennsylvania Avenue NW, Suite 600 Washington, D.C. 20006

Lead Partner, Government Contracts & National Security: Harrison Whitfield Lead M&A Partner: Sandra Niehaus Senior Associate: Tobias Kwan

All communications from CFIUS directed to VPI or the Sellers in connection with this filing should be addressed to Harrison Whitfield at the address set forth above.

6. Certification Statement

I, Dr. Nathan Trevorrow, hereby certify, declare, and state, under penalty of perjury and in accordance with the requirements of 31 C.F.R. § 800.502, as follows:

(b) The information provided by or on behalf of VPI in the Notice, including all exhibits, attachments, schedules, and supplemental materials submitted in connection therewith, is, to the best of my knowledge and belief, true, correct, and complete in all material respects.

(c) VPI has not made any material misrepresentation or omitted any material fact in the Notice or in any exhibit, attachment, or supplemental material submitted in connection therewith.

(d) I have personally reviewed the information pertaining to VPI's government contracts, classified programs, export-controlled items, facility security clearance, cleared personnel, and intellectual property as set forth in the Notice and in Exhibits B, E, F, and G thereto. Based upon my personal review, my familiarity with VPI's business operations as its Founder and Chief Executive Officer, and my consultations with VPI's Facility Security Officer, General Counsel, and Vice President of Government Programs, I confirm the accuracy and completeness of such information in all material respects.

(e) I understand that the making of a material misstatement or the omission of a material fact in a filing with CFIUS may subject VPI and its officers and directors to civil penalties pursuant to Section 721(h)(3)(A) of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565(h)(3)(A)), and that a willfully false statement made in connection with such filing may constitute a criminal violation of 18 U.S.C. § 1001 (Statements or Entries Generally), punishable by fine and/or imprisonment.

(f) I understand that, pursuant to 50 U.S.C. § 4565(h)(3)(A) and the regulations promulgated thereunder, CFIUS may impose a civil monetary penalty not to exceed Two Hundred Fifty Thousand United States Dollars ($250,000) per violation for any material misstatement or material omission in a filing submitted under 31 C.F.R. Part 800, or such greater amount as may be applicable under the applicable inflation adjustments.

7. Ongoing Obligation to Update

I, Dr. Nathan Trevorrow, on behalf of VPI, hereby acknowledge the obligation imposed by 31 C.F.R. § 800.501(i) to promptly inform the Staff Chairperson of CFIUS of any material changes in the information contained in the Notice. This obligation extends to, but is not limited to, any changes in VPI's business operations, government contracts, classified programs, facility security clearance status, personnel security clearances, export authorizations, intellectual property, or any other factual representations made in the Notice or the exhibits thereto. VPI commits to providing such updated information through its counsel of record, Wethersfield & Gale LLP, promptly upon becoming aware of any such material change.

8. Execution. I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.

Executed on this 14th day of July, 2023, at Colorado Springs, Colorado.

Marlowe Asset Management PHOTONICS INC.

By: ________

Name: Dr. Nathan Trevorrow

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

Date: July 14, 2023

Place of Execution: Colorado Springs, Colorado

JOINT ACKNOWLEDGMENT AND FILING CONFIRMATION

The undersigned declarants, Dr. Maximilian Ehrhardt (on behalf of Halcyon Semiconductor Aktiengesellschaft and Halcyon US Holdings Inc.) and Dr. Nathan Trevorrow (on behalf of Marlowe Asset Management Photonics Inc.), hereby jointly acknowledge and confirm the following:

1. The Joint Voluntary Notice bearing CFIUS Case No. CFIUS-023-07-3841 was filed on July 14, 2023, with the United States Department of the Treasury, Office of Investment Security, in its capacity as Chair of the Committee on Foreign Investment in the United States, pursuant to 31 C.F.R. Part 800 and in accordance with the procedural requirements set forth in 31 C.F.R. § 800.501.

2. The Joint Voluntary Notice addresses and describes in full the proposed acquisition of one hundred percent (100%) of the outstanding equity of Marlowe Asset Management Photonics Inc. by Halcyon Semiconductor Aktiengesellschaft, acting through its wholly owned subsidiary Halcyon US Holdings Inc. The parties believe that the proposed Transaction constitutes a "covered transaction" within the meaning of 31 C.F.R. § 800.213 and have accordingly elected to submit a voluntary notice to CFIUS for review.

3. The Joint Voluntary Notice has been prepared in coordination between Calderwood & Harkness LLP (counsel to HSAG and Halcyon US Holdings Inc.) and Wethersfield & Gale LLP (counsel to VPI and the Sellers). Both firms have been engaged as counsel of record for purposes of this CFIUS proceeding and are authorized to receive all correspondence, questions, and communications from CFIUS staff on behalf of their respective clients.

4. The Joint Voluntary Notice was accompanied by the following seven (7) exhibits, each of which is incorporated by reference into these Certification Declarations:

Exhibit A — Transaction Documents (including the Stock Purchase Agreement dated June 10, 2023, all schedules and exhibits thereto, the commitment letter for the Term Loan Facility, and the equity contribution letter)

Exhibit B — Business Description of Marlowe Asset Management Photonics Inc. (including organizational history, products and services overview, customer and supplier relationships, intellectual property portfolio summary, and research and development programs)

Exhibit C — Business Description of Halcyon Semiconductor AG (including organizational history, corporate structure, products and markets, manufacturing operations, and regulatory status in Germany, the European Union, and other jurisdictions)

Exhibit D — Organizational Charts and Corporate Structure (including pre- and post-closing organizational charts for HSAG and its subsidiaries, the corporate structure of VPI and its stockholders, and the beneficial ownership chain from HSAG to VPI through Halcyon US Holdings Inc.)

Exhibit E — Products and Services Subject to U.S. Government Regulation (including detailed descriptions of ITAR-controlled and EAR-controlled items, USML categories and ECCNs, active export licenses, and deemed export compliance procedures)

Exhibit F — Government Contracts Summary (including a contract-by-contract summary of all fourteen (14) active DoD and other federal agency contracts, with contract numbers, awarding agencies, estimated values, periods of performance, classification levels, and descriptions of deliverables)

Exhibit G — Personnel with U.S. Government Security Clearances (including an anonymized summary of cleared personnel by clearance level and a narrative description of VPI's security program under the NISPOM)

5. Both declarants confirm that, to the best of their respective knowledge and belief, the Joint Voluntary Notice and all exhibits thereto contain the information required by 31 C.F.R. § 800.501 and are true, correct, and complete in all material respects.

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT and HALCYON US HOLDINGS INC.

By: ________

Name: Dr. Maximilian Ehrhardt

Title: Chief Executive Officer (Vorstandsvorsitzender),

Halcyon Semiconductor Aktiengesellschaft; Sole Director and President, Halcyon US Holdings Inc.

Date: July 14, 2023

Marlowe Asset Management PHOTONICS INC.

By: ________

Name: Dr. Nathan Trevorrow

Title: Chief Executive Officer and Chairman of the

Board of Directors, Marlowe Asset Management Photonics Inc.

Date: July 14, 2023

APPENDIX

CONTACT INFORMATION FOR COUNSEL OF RECORD

All communications from the Committee on Foreign Investment in the United States, the U.S. Department of the Treasury (Office of Investment Security), and any member agency of CFIUS in connection with CFIUS Case No. CFIUS-023-07-3841 should be directed to the counsel of record identified below.

For HSAG / Halcyon US Holdings Inc.:

Calderwood & Harkness LLP

Primary Contact: Margaret "Peggy" Ashworth Of Counsel, National Security & CFIUS 1750 K Street NW, Suite 800 Washington, D.C. 20006

Additional Contact: Beatrice Holloway Responsible Partner, Mergers & Acquisitions 399 Park Avenue, 31st Floor New York, New York 10022

For Marlowe Asset Management Photonics Inc. and the Sellers:

Wethersfield & Gale LLP

Primary Contact: Harrison Whitfield Lead Partner, Government Contracts & National Security 2000 Pennsylvania Avenue NW, Suite 600 Washington, D.C. 20006

This document and the Joint Voluntary Notice to which it relates contain information that is confidential and proprietary to the parties. This document has been submitted to the Committee on Foreign Investment in the United States pursuant to 50 U.S.C. § 4565 and 31 C.F.R. Part 800. The contents of this document are exempt from public disclosure under the Freedom of Information Act, 5 U.S.C. § 552, and under the confidentiality protections of 50 U.S.C. § 4565(c). Unauthorized disclosure of the contents of this document is prohibited by law.

Stockholder / Equity Holder	Ownership (%)	Description
Dr. Nathan Trevorrow (personally and through the Trevorrow Family Trust dtd 3/12/2016 and the Trevorrow Irrevocable Descendants' Trust dtd 9/8/2018)	22.4%	Founder, CEO, and Chairman
Marissa Sung-Avila	4.1%	Co-Founder and CTO
Ridgecrest Ventures Fund III, L.P.	31.7%	Institutional investor; GP: Ridgecrest Ventures Management LLC (Managing Partner: Franklin Yee); 3300 Sand Hill Road, Suite 220, Menlo Park, CA 94025
Cascadian Capital Partners Growth Fund II, L.P.	24.3%	Institutional investor; GP: Cascadian Capital Partners Management LLC (Managing Director: Olivia Hartmann); 1201 Third Avenue, Suite 4400, Seattle, WA 98101
Employee option pool (vested and exercised options)	11.8%	Various current and former employees
Other angel investors	5.7%	Various individual investors identified in Schedule 3.3 to the Stock Purchase Agreement

CERTIFICATION DECLARATIONS PURSUANT TO 31 C.F.R. § 800.502
Filed in Connection with Joint Voluntary Notice Under 31 C.F.R. § 800.501
CFIUS Case No.: CFIUS-023-07-3841
Date of Filing: July 14, 2023
Transaction: Acquisition of 100% of the Outstanding Equity of Marlowe Asset Management Photonics Inc. by Halcyon Semiconductor Aktiengesellschaft through its wholly owned subsidiary Halcyon US Holdings Inc.
Submitted to the Committee on Foreign Investment in the United States through the U.S. Department of the Treasury, Office of Investment Security in its capacity as Chair of the Committee
CERTIFICATION DECLARATION NO. 1
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
1. Identification of Declarant
I, Dr. Maximilian Ehrhardt, am the Chief Executive Officer (Vorstandsvorsitzender) of Halcyon Semiconductor Aktiengesellschaft ("HSAG"), an Aktiengesellschaft organized and existing under the laws of the Federal Republic of Germany. I submit this Certification Declaration in my capacity as the duly authorized representative of HSAG, and I am competent in all respects to make the certifications set forth herein.
HSAG's principal place of business is located at Industriestraße 44, 01099 Dresden, Saxony, Federal Republic of Germany. HSAG is registered in the commercial register (Handelsregister) of the Amtsgericht Dresden under registration number HRB 28416. HSAG's Legal Entity Identifier (LEI) is 5299007KXQ2M4GHILZ38. HSAG's ordinary shares are listed on the Frankfurt Stock Exchange and trade under the ticker symbol HLC on the XETRA electronic trading platform.
In addition to certifying on my own behalf and on behalf of HSAG, I am also executing this Certification Declaration on behalf of the U.S. acquisition vehicle established for purposes of the Transaction (as defined below), namely Halcyon US Holdings Inc., a corporation organized under the laws of the State of Delaware on June 5, 2023, bearing Employer Identification Number (EIN) 93-2841067. Halcyon US Holdings Inc. is a wholly owned direct subsidiary of HSAG and was formed solely for the purpose of effecting the proposed acquisition of Marlowe Asset Management Photonics Inc. Halcyon US Holdings Inc.'s registered agent in the State of Delaware is National Registered Agents of Delaware, located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904.
2. Authority to Execute
I, Dr. Maximilian Ehrhardt, am the duly appointed and acting Chief Executive Officer (Vorstandsvorsitzender) of HSAG. In my capacity as Vorstandsvorsitzender, I have been expressly authorized by the Vorstand (Management Board) of HSAG, acting pursuant to a resolution adopted on June 8, 2023, to (i) authorize, direct, and oversee the filing of a joint voluntary notice with the Committee on Foreign Investment in the United States ("CFIUS") in connection with the proposed acquisition of Marlowe Asset Management Photonics Inc., (ii) execute all certifications, declarations, and ancillary documents required or appropriate in connection with such filing, and (iii) take all such further actions as may be necessary or advisable to comply with the requirements of 31 C.F.R. Part 800 and the regulations promulgated thereunder.
The Aufsichtsrat (Supervisory Board) of HSAG was duly informed of the proposed Transaction and the contemplated CFIUS filing at its regular session held on June 12, 2023, and did not object to the filing or to the authorization granted to me by the Vorstand to execute this Certification Declaration.
I am further authorized to execute this Certification Declaration on behalf of Halcyon US Holdings Inc. in my capacity as sole director and president of Halcyon US Holdings Inc., as reflected in the organizational resolutions of Halcyon US Holdings Inc. adopted on June 6, 2023.
3. Identification of the Transaction
HSAG, acting through its wholly owned subsidiary Halcyon US Holdings Inc. (collectively, the "Buyer"), proposes to acquire one hundred percent (100%) of the issued and outstanding equity interests—including all shares of common stock and all vested and exercisable options to purchase shares of common stock—of Marlowe Asset Management Photonics Inc. ("VPI"), a C-corporation organized under the laws of the State of Delaware, bearing Employer Identification Number (EIN) 26-4371885, and headquartered at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919 (the "Transaction").
The Transaction is structured as a stock purchase for one hundred percent (100%) cash consideration. The material financial terms of the Transaction are as follows:
(a) Base Purchase Price. The base purchase price for the Transaction is One Billion Four Hundred Twenty Million United States Dollars ($1,420,000,000), payable in immediately available funds at closing on a cash-free, debt-free basis, subject to customary adjustments for working capital. The parties have agreed to a normalized net working capital target of Thirty-Four Million Six Hundred Thousand United States Dollars ($34,600,000). Any difference between the estimated closing net working capital and the target net working capital will be settled through a post-closing true-up mechanism within ninety (90) days following the closing date, as further described in the Stock Purchase Agreement.
(b) Earnout Consideration. In addition to the base purchase price, Halcyon US Holdings Inc. has agreed to pay to the sellers of VPI additional contingent consideration (the "Earnout") in an aggregate amount of up to Eighty-Five Million United States Dollars ($85,000,000), payable in two tranches upon the achievement of specified government-contract revenue milestones during calendar years 2024 and 2025. The specific revenue thresholds, measurement periods, and payment mechanics applicable to the Earnout are set forth in detail in Article VII of the Stock Purchase Agreement, which is included in Exhibit A to the Joint Voluntary Notice.
(c) Maximum Aggregate Consideration. Taking into account the base purchase price and the maximum potential Earnout, the maximum aggregate consideration payable in connection with the Transaction is One Billion Five Hundred Five Million United States Dollars ($1,505,000,000).
The Transaction is governed by that certain Stock Purchase Agreement by and among Halcyon US Holdings Inc. (as Buyer), Halcyon Semiconductor Aktiengesellschaft (as Parent Guarantor), the stockholders of VPI identified on the signature pages thereto (as Sellers), and Ridgecrest Ventures Management LLC (as Sellers' Representative), dated as of June 10, 2023 (the "Stock Purchase Agreement"). A complete, unredacted copy of the Stock Purchase Agreement, together with all schedules and exhibits thereto, is included in Exhibit A to the Joint Voluntary Notice.
The Transaction is being financed through a combination of debt and equity, as follows:
(i) Senior Secured Term Loan. Halcyon US Holdings Inc. has obtained a commitment for a senior secured term loan facility in the aggregate principal amount of Nine Hundred Million United States Dollars ($900,000,000) (the "Term Loan Facility") from a syndicate of lenders led by Meridian National Bank, acting as administrative agent, with Atlas Commercial Lending AG and Pacific Basin Credit Corp. serving as co-lead arrangers and joint bookrunners. The commitment letter for the Term Loan Facility, dated June 9, 2023, is included in Exhibit A to the Joint Voluntary Notice.
(ii) Equity Contribution. HSAG will contribute equity in the amount of Five Hundred Twenty Million United States Dollars ($520,000,000) to Halcyon US Holdings Inc. to fund the balance of the purchase price not financed through the Term Loan Facility. A portion of such equity contribution—specifically, Three Hundred Million Euros (€300,000,000)—will be funded through a draw on HSAG's existing revolving credit facility with Rheinische Handelsbank AG, Düsseldorf, Germany, pursuant to a revolving credit agreement dated March 15, 2021, as amended. The balance of the equity contribution will be funded from HSAG's available cash on hand.
4. Identification of Counsel
HSAG and Halcyon US Holdings Inc. are represented in this CFIUS proceeding by the following legal counsel:
Calderwood & Harkness LLP
New York Office: 399 Park Avenue, 31st Floor New York, New York 10022
Responsible Partner: Beatrice Holloway Practice Group: Mergers & Acquisitions
Washington, D.C. Office: 1750 K Street NW, Suite 800 Washington, D.C. 20006
Of Counsel: Margaret "Peggy" Ashworth Practice Group: National Security & CFIUS
All communications from CFIUS directed to HSAG or Halcyon US Holdings Inc. in connection with this filing should be addressed to Margaret "Peggy" Ashworth at the Washington, D.C. office address set forth above, with a copy to Beatrice Holloway at the New York office address set forth above.
HSAG is separately represented by German counsel in connection with the Transaction:
Schilling Frey Rechtsanwälte Friedrichstraße 68 10117 Berlin, Federal Republic of Germany
Lead Partner: Prof. Dr. Ulrich Schilling
5. Certification Statement
I, Dr. Maximilian Ehrhardt, hereby certify, declare, and state, under penalty of perjury and in accordance with the requirements of 31 C.F.R. § 800.502, as follows:
(a) I have read and am familiar with the contents of the Joint Voluntary Notice filed with the Committee on Foreign Investment in the United States on July 14, 2023, in connection with the Transaction described herein, together with all exhibits and attachments thereto, including without limitation Exhibits A through G (the "Notice").
(b) The information provided by or on behalf of HSAG and Halcyon US Holdings Inc. in the Notice, including all exhibits, attachments, schedules, and supplemental materials submitted in connection therewith, is, to the best of my knowledge and belief, true, correct, and complete in all material respects.
(c) Neither HSAG nor Halcyon US Holdings Inc. has made any material misrepresentation or omitted any material fact in the Notice or in any exhibit, attachment, or supplemental material submitted in connection therewith.
(d) I understand that the making of a material misstatement or the omission of a material fact in a filing with CFIUS may subject HSAG, Halcyon US Holdings Inc., and their respective officers and directors to civil penalties pursuant to Section 721(h)(3)(A) of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565(h)(3)(A)), and that a willfully false statement made in connection with such filing may constitute a criminal violation of 18 U.S.C. § 1001 (Statements or Entries Generally), punishable by fine and/or imprisonment.
(e) I understand that, pursuant to 50 U.S.C. § 4565(h)(3)(A) and the regulations promulgated thereunder, CFIUS may impose a civil monetary penalty not to exceed Two Hundred Fifty Thousand United States Dollars ($250,000) per violation for any material misstatement or material omission in a filing submitted under 31 C.F.R. Part 800, or such greater amount as may be applicable under the applicable inflation adjustments.
6. Ongoing Obligation to Update
I, Dr. Maximilian Ehrhardt, on behalf of HSAG and Halcyon US Holdings Inc., hereby acknowledge the obligation imposed by 31 C.F.R. § 800.501(i) to promptly inform the Staff Chairperson of CFIUS of any material changes in the information contained in the Notice. This obligation extends to, but is not limited to, any changes in the terms or structure of the Transaction, any changes in the corporate structure or ultimate beneficial ownership of HSAG or Halcyon US Holdings Inc., any changes in the financing arrangements for the Transaction, and any changes in any factual representations made in the Notice or the exhibits thereto. HSAG and Halcyon US Holdings Inc. commit to providing such updated information through their counsel of record, Calderwood & Harkness LLP, promptly upon becoming aware of any such material change.
7. Execution.  I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.
Executed on this 14th day of July, 2023, at Dresden, Saxony, Federal Republic of Germany.
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
By: ________
Name: Dr. Maximilian Ehrhardt
Title: Chief Executive Officer (Vorstandsvorsitzender)
Also signing in his capacity as sole director and president of: HALCYON US HOLDINGS INC.
Date: July 14, 2023
Place of Execution: Dresden, Germany
CERTIFICATION DECLARATION NO. 2
Marlowe Asset Management PHOTONICS INC.
1. Identification of Declarant
I, Dr. Nathan Trevorrow, am the Founder, Chief Executive Officer, and Chairman of the Board of Directors of Marlowe Asset Management Photonics Inc. ("VPI"), a corporation organized under the laws of the State of Delaware. I submit this Certification Declaration in my capacity as the duly authorized representative of VPI, and I am competent in all respects to make the certifications set forth herein.
VPI was incorporated in the State of Delaware on February 14, 2009. VPI's Employer Identification Number (EIN) is 26-4371885. VPI is assigned CAGE Code 7VK92 by the Defense Logistics Agency for purposes of government contracting. VPI's DUNS Number is 07-812-4493. VPI is registered with the U.S. Department of State, Directorate of Defense Trade Controls ("DDTC"), under Registration Number M-24817 in accordance with the International Traffic in Arms Regulations ("ITAR"), 22 C.F.R. Parts 120–130.
VPI's principal place of business and corporate headquarters is located at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919. VPI also maintains a fabrication facility at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113. The Albuquerque fabrication facility comprises approximately 45,000 square feet of cleanroom and laboratory space dedicated to gallium nitride on silicon carbide (GaN-on-SiC) epitaxial growth and device fabrication. The Albuquerque facility holds a Facility Security Clearance ("FCL") at the SECRET level, issued and maintained by the Defense Counterintelligence and Security Agency ("DCSA") in accordance with the National Industrial Security Program Operating Manual (NISPOM), 32 C.F.R. Part 117.
2. Authority to Execute
I, Dr. Nathan Trevorrow, am the duly appointed and acting Chief Executive Officer and Chairman of the Board of Directors of VPI. I have been authorized by the Board of Directors of VPI, acting pursuant to a unanimous written consent adopted on June 11, 2023, to (i) authorize, direct, and oversee the filing of a joint voluntary notice with the Committee on Foreign Investment in the United States in connection with the proposed acquisition of VPI by Halcyon Semiconductor Aktiengesellschaft, through Halcyon US Holdings Inc., (ii) execute all certifications, declarations, and ancillary documents required or appropriate in connection with such filing, and (iii) take all such further actions as may be necessary or advisable to comply with the requirements of 31 C.F.R. Part 800 and the regulations promulgated thereunder.
The Board of Directors of VPI consists of the following five (5) members:
(i) Dr. Nathan Trevorrow — Chairman, Founder, and Chief Executive Officer of VPI;
(ii) Marissa Sung-Avila — Co-Founder and Chief Technology Officer of VPI;
(iii) Franklin Yee — Board designee of Ridgecrest Ventures Fund III, L.P. (Mr. Yee is a Managing Partner of Ridgecrest Ventures Management LLC, the general partner of Ridgecrest Ventures Fund III, L.P.);
(iv) Olivia Hartmann — Board designee of Cascadian Capital Partners Growth Fund II, L.P. (Ms. Hartmann is a Managing Director of Cascadian Capital Partners Management LLC, the general partner of Cascadian Capital Partners Growth Fund II, L.P.); and
(v) Adrienne Delacroix — Independent director.
Each member of the Board of Directors participated in the adoption of the unanimous written consent referenced above and authorized the filing of the Joint Voluntary Notice and the execution of this Certification Declaration.
3. Identification of the Transaction
VPI is the target company in the proposed Transaction. The Transaction involves the acquisition of one hundred percent (100%) of the issued and outstanding equity interests of VPI by HSAG, acting through its wholly owned subsidiary Halcyon US Holdings Inc. The Transaction is governed by the Stock Purchase Agreement dated June 10, 2023, as more fully described in Certification Declaration No. 1 above and as set forth in Exhibit A to the Joint Voluntary Notice.
The current stockholders of VPI (the "Sellers"), together with their respective ownership percentages and identifying information, are as follows:
For the fiscal year ended December 31, 2022, VPI reported total revenue of Two Hundred Eighty-Seven Million Four Hundred Thousand United States Dollars ($287,400,000) and earnings before interest, taxes, depreciation, and amortization ("EBITDA") of Sixty-One Million Two Hundred Thousand United States Dollars ($61,200,000). As of the date of this Certification Declaration, VPI employs four hundred eighty-six (486) full-time employees, of whom two hundred twelve (212) hold active U.S. government personnel security clearances at the SECRET level or above.
4. Description of VPI's Government-Related Activities
VPI is a U.S. person engaged in the design, development, fabrication, and sale of advanced gallium nitride (GaN) semiconductor devices and subsystems, including high-electron-mobility transistors (HEMTs), monolithic microwave integrated circuits (MMICs), and millimeter-wave (mmWave) power amplifier modules. VPI's products serve both commercial and defense markets. A substantial portion of VPI's business involves contracts with, and sales to, agencies and instrumentalities of the United States Government.
The following summary describes VPI's principal government-related activities, contracts, and regulatory obligations:
(a) Active Government Contracts. VPI currently maintains fourteen (14) active contracts with the U.S. Department of Defense and other federal agencies, including both prime contracts and subcontracts. The aggregate backlog associated with these fourteen (14) contracts, as of the date of this Certification Declaration, is approximately One Hundred Ninety-Three Million United States Dollars ($193,000,000). The contracting agencies and organizations under which these contracts are held include:
(i) United States Army Program Executive Office for intelligence, Electronic Warfare, and Sensors (PEO IEW&S);
(ii) United States Air Force Research Laboratory (AFRL);
(iii) Missile Defense Agency (MDA);
(iv) United States Navy, Naval Sea Systems Command (NAVSEA), through a subcontract relationship with Ironclad Defense Systems Inc. under a NAVSEA prime contract; and
(v) U.S. Department of Homeland Security, Science and Technology Directorate (DHS S&T).
A detailed summary of each active government contract, including contract numbers, awarding agencies, estimated values, periods of performance, and descriptions of deliverables, is set forth in Exhibit F to the Joint Voluntary Notice.
(b) Export-Controlled Products. VPI's product portfolio includes defense articles controlled under Category XI(a)(3) of the United States Munitions List (USML), 22 C.F.R. § 121.1, which are subject to the licensing jurisdiction of the DDTC under the ITAR. VPI's product portfolio also includes dual-use items classified under Export Control Classification Number (ECCN) 3A001 on the Commerce Control List (CCL), 15 C.F.R. Part 774, Supplement No. 1, which are subject to the jurisdiction of the Bureau of Industry and Security (BIS) under the Export Administration Regulations (EAR), 15 C.F.R. Parts 730–774.
(c) Export Licenses. VPI currently holds three (3) active DSP-5 permanent export licenses issued by the DDTC authorizing the export of ITAR-controlled defense articles to NATO allied countries, specifically the United Kingdom and the Commonwealth of Australia. Copies of the active DSP-5 licenses, with appropriate redactions as authorized by the DDTC, are included in Exhibit E to the Joint Voluntary Notice.
(d) Facility Security Clearance. VPI maintains a Facility Security Clearance (FCL) at the SECRET level at its fabrication facility located at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113. The FCL is administered by the Defense Counterintelligence and Security Agency (DCSA) in accordance with the NISPOM, 32 C.F.R. Part 117. VPI's Facility Security Officer is Col. (Ret.) Bryce Hendrickson, USAF, who holds an active TOP SECRET / Sensitive Compartmented Information (TS/SCI) personnel security clearance.
(e) Cleared Personnel. As noted above, two hundred twelve (212) of VPI's four hundred eighty-six (486) employees hold active U.S. government personnel security clearances at the SECRET level or above. A summary of cleared personnel by clearance level (with names redacted in accordance with NISPOM guidelines) is provided in Exhibit G to the Joint Voluntary Notice.
(f) intellectual Property. VPI holds forty-seven (47) issued U.S. patents and has twelve (12) patent applications pending before the United States Patent and Trademark Office. These patents and applications relate to GaN epitaxial growth techniques, HEMT device architectures, and mmWave power amplifier designs. Of the forty-seven (47) issued patents, twenty-three (23) were developed in whole or in part under U.S. government-funded contracts and are accordingly subject to the government's rights, including march-in rights under 35 U.S.C. § 203 (Bayh-Dole Act) and the rights reserved to the U.S. Government under DFARS 252.227-7038 (Patent Rights — Ownership by the Contractor). In addition, VPI maintains thirty-one (31) registered internal trade secrets relating to proprietary GaN epitaxial recipes, die-level reliability screening processes, and related fabrication know-how. A summary of VPI's intellectual property portfolio is included in Exhibit B to the Joint Voluntary Notice.
5. Identification of Counsel
VPI and the Sellers are represented in this CFIUS proceeding by the following legal counsel:
Wethersfield & Gale LLP
2000 Pennsylvania Avenue NW, Suite 600 Washington, D.C. 20006
Lead Partner, Government Contracts & National Security: Harrison Whitfield Lead M&A Partner: Sandra Niehaus Senior Associate: Tobias Kwan
All communications from CFIUS directed to VPI or the Sellers in connection with this filing should be addressed to Harrison Whitfield at the address set forth above.
6. Certification Statement
I, Dr. Nathan Trevorrow, hereby certify, declare, and state, under penalty of perjury and in accordance with the requirements of 31 C.F.R. § 800.502, as follows:
(a) I have read and am familiar with the contents of the Joint Voluntary Notice filed with the Committee on Foreign Investment in the United States on July 14, 2023, in connection with the Transaction described herein, together with all exhibits and attachments thereto, including without limitation Exhibits A through G (the "Notice").
(b) The information provided by or on behalf of VPI in the Notice, including all exhibits, attachments, schedules, and supplemental materials submitted in connection therewith, is, to the best of my knowledge and belief, true, correct, and complete in all material respects.
(c) VPI has not made any material misrepresentation or omitted any material fact in the Notice or in any exhibit, attachment, or supplemental material submitted in connection therewith.
(d) I have personally reviewed the information pertaining to VPI's government contracts, classified programs, export-controlled items, facility security clearance, cleared personnel, and intellectual property as set forth in the Notice and in Exhibits B, E, F, and G thereto. Based upon my personal review, my familiarity with VPI's business operations as its Founder and Chief Executive Officer, and my consultations with VPI's Facility Security Officer, General Counsel, and Vice President of Government Programs, I confirm the accuracy and completeness of such information in all material respects.
(e) I understand that the making of a material misstatement or the omission of a material fact in a filing with CFIUS may subject VPI and its officers and directors to civil penalties pursuant to Section 721(h)(3)(A) of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565(h)(3)(A)), and that a willfully false statement made in connection with such filing may constitute a criminal violation of 18 U.S.C. § 1001 (Statements or Entries Generally), punishable by fine and/or imprisonment.
(f) I understand that, pursuant to 50 U.S.C. § 4565(h)(3)(A) and the regulations promulgated thereunder, CFIUS may impose a civil monetary penalty not to exceed Two Hundred Fifty Thousand United States Dollars ($250,000) per violation for any material misstatement or material omission in a filing submitted under 31 C.F.R. Part 800, or such greater amount as may be applicable under the applicable inflation adjustments.
7. Ongoing Obligation to Update
I, Dr. Nathan Trevorrow, on behalf of VPI, hereby acknowledge the obligation imposed by 31 C.F.R. § 800.501(i) to promptly inform the Staff Chairperson of CFIUS of any material changes in the information contained in the Notice. This obligation extends to, but is not limited to, any changes in VPI's business operations, government contracts, classified programs, facility security clearance status, personnel security clearances, export authorizations, intellectual property, or any other factual representations made in the Notice or the exhibits thereto. VPI commits to providing such updated information through its counsel of record, Wethersfield & Gale LLP, promptly upon becoming aware of any such material change.
8. Execution.  I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.
Executed on this 14th day of July, 2023, at Colorado Springs, Colorado.
Marlowe Asset Management PHOTONICS INC.
By: ________
Name: Dr. Nathan Trevorrow
Title: Chief Executive Officer and Chairman of the Board of Directors
Date: July 14, 2023
Place of Execution: Colorado Springs, Colorado
JOINT ACKNOWLEDGMENT AND FILING CONFIRMATION
The undersigned declarants, Dr. Maximilian Ehrhardt (on behalf of Halcyon Semiconductor Aktiengesellschaft and Halcyon US Holdings Inc.) and Dr. Nathan Trevorrow (on behalf of Marlowe Asset Management Photonics Inc.), hereby jointly acknowledge and confirm the following:
1.  The Joint Voluntary Notice bearing CFIUS Case No. CFIUS-023-07-3841 was filed on July 14, 2023, with the United States Department of the Treasury, Office of Investment Security, in its capacity as Chair of the Committee on Foreign Investment in the United States, pursuant to 31 C.F.R. Part 800 and in accordance with the procedural requirements set forth in 31 C.F.R. § 800.501.
2.  The Joint Voluntary Notice addresses and describes in full the proposed acquisition of one hundred percent (100%) of the outstanding equity of Marlowe Asset Management Photonics Inc. by Halcyon Semiconductor Aktiengesellschaft, acting through its wholly owned subsidiary Halcyon US Holdings Inc. The parties believe that the proposed Transaction constitutes a "covered transaction" within the meaning of 31 C.F.R. § 800.213 and have accordingly elected to submit a voluntary notice to CFIUS for review.
3.  The Joint Voluntary Notice has been prepared in coordination between Calderwood & Harkness LLP (counsel to HSAG and Halcyon US Holdings Inc.) and Wethersfield & Gale LLP (counsel to VPI and the Sellers). Both firms have been engaged as counsel of record for purposes of this CFIUS proceeding and are authorized to receive all correspondence, questions, and communications from CFIUS staff on behalf of their respective clients.
4.  The Joint Voluntary Notice was accompanied by the following seven (7) exhibits, each of which is incorporated by reference into these Certification Declarations:
Exhibit A — Transaction Documents (including the Stock Purchase Agreement dated June 10, 2023, all schedules and exhibits thereto, the commitment letter for the Term Loan Facility, and the equity contribution letter)
Exhibit B — Business Description of Marlowe Asset Management Photonics Inc. (including organizational history, products and services overview, customer and supplier relationships, intellectual property portfolio summary, and research and development programs)
Exhibit C — Business Description of Halcyon Semiconductor AG (including organizational history, corporate structure, products and markets, manufacturing operations, and regulatory status in Germany, the European Union, and other jurisdictions)
Exhibit D — Organizational Charts and Corporate Structure (including pre- and post-closing organizational charts for HSAG and its subsidiaries, the corporate structure of VPI and its stockholders, and the beneficial ownership chain from HSAG to VPI through Halcyon US Holdings Inc.)
Exhibit E — Products and Services Subject to U.S. Government Regulation (including detailed descriptions of ITAR-controlled and EAR-controlled items, USML categories and ECCNs, active export licenses, and deemed export compliance procedures)
Exhibit F — Government Contracts Summary (including a contract-by-contract summary of all fourteen (14) active DoD and other federal agency contracts, with contract numbers, awarding agencies, estimated values, periods of performance, classification levels, and descriptions of deliverables)
Exhibit G — Personnel with U.S. Government Security Clearances (including an anonymized summary of cleared personnel by clearance level and a narrative description of VPI's security program under the NISPOM)
5.  Both declarants confirm that, to the best of their respective knowledge and belief, the Joint Voluntary Notice and all exhibits thereto contain the information required by 31 C.F.R. § 800.501 and are true, correct, and complete in all material respects.
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT and HALCYON US HOLDINGS INC.
By: ________
Name: Dr. Maximilian Ehrhardt
Title: Chief Executive Officer (Vorstandsvorsitzender),
Halcyon Semiconductor Aktiengesellschaft; Sole Director and President, Halcyon US Holdings Inc.
Date: July 14, 2023
Marlowe Asset Management PHOTONICS INC.
By: ________
Name: Dr. Nathan Trevorrow
Title: Chief Executive Officer and Chairman of the
Board of Directors, Marlowe Asset Management Photonics Inc.
Date: July 14, 2023
APPENDIX
CONTACT INFORMATION FOR COUNSEL OF RECORD
All communications from the Committee on Foreign Investment in the United States, the U.S. Department of the Treasury (Office of Investment Security), and any member agency of CFIUS in connection with CFIUS Case No. CFIUS-023-07-3841 should be directed to the counsel of record identified below.
For HSAG / Halcyon US Holdings Inc.:
Calderwood & Harkness LLP
Primary Contact: Margaret "Peggy" Ashworth Of Counsel, National Security & CFIUS 1750 K Street NW, Suite 800 Washington, D.C. 20006
Additional Contact: Beatrice Holloway Responsible Partner, Mergers & Acquisitions 399 Park Avenue, 31st Floor New York, New York 10022
For Marlowe Asset Management Photonics Inc. and the Sellers:
Wethersfield & Gale LLP
Primary Contact: Harrison Whitfield Lead Partner, Government Contracts & National Security 2000 Pennsylvania Avenue NW, Suite 600 Washington, D.C. 20006
This document and the Joint Voluntary Notice to which it relates contain information that is confidential and proprietary to the parties. This document has been submitted to the Committee on Foreign Investment in the United States pursuant to 50 U.S.C. § 4565 and 31 C.F.R. Part 800. The contents of this document are exempt from public disclosure under the Freedom of Information Act, 5 U.S.C. § 552, and under the confidentiality protections of 50 U.S.C. § 4565(c). Unauthorized disclosure of the contents of this document is prohibited by law.
Stockholder / Equity Holder | Ownership (%) | Description
Dr. Nathan Trevorrow (personally and through the Trevorrow Family Trust dtd 3/12/2016 and the Trevorrow Irrevocable Descendants' Trust dtd 9/8/2018) | 22.4% | Founder, CEO, and Chairman
Marissa Sung-Avila | 4.1% | Co-Founder and CTO
Ridgecrest Ventures Fund III, L.P. | 31.7% | Institutional investor; GP: Ridgecrest Ventures Management LLC (Managing Partner: Franklin Yee); 3300 Sand Hill Road, Suite 220, Menlo Park, CA 94025
Cascadian Capital Partners Growth Fund II, L.P. | 24.3% | Institutional investor; GP: Cascadian Capital Partners Management LLC (Managing Director: Olivia Hartmann); 1201 Third Avenue, Suite 4400, Seattle, WA 98101
Employee option pool (vested and exercised options) | 11.8% | Various current and former employees
Other angel investors | 5.7% | Various individual investors identified in Schedule 3.3 to the Stock Purchase Agreement

CERTIFICATION DECLARATIONS PURSUANT TO 31 C.F.R. § 800.502

CERTIFICATION DECLARATION NO. 1

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

CERTIFICATION DECLARATION NO. 2

JOINT ACKNOWLEDGMENT AND FILING CONFIRMATION

APPENDIX

CONTACT INFORMATION FOR COUNSEL OF RECORD

Record

Parties

Dates

Amounts