1032-00004 · Client 1032 · Joint Voluntary Notice

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EXHIBIT G

Personnel with U.S. Government Security Clearances — Anonymized Summary

Joint Voluntary Notice Filed Pursuant to 31 C.F.R. § 800.501

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

Filing Date: July 14, 2023

Subject Company: Marlowe Asset Management Photonics Inc. ("VPI") 7400 Ridgeline Parkway, Colorado Springs, CO 80919

Prepared by:

Calderwood & Harkness LLP, counsel to Halcyon Semiconductor Aktiengesellschaft ("HSAG"), in coordination with Wethersfield & Gale LLP, counsel to VPI.

Calderwood & Harkness LLP Contacts:

Margaret "Peggy" Ashworth, Of Counsel National Security & CFIUS Practice Group 1750 K Street NW, Suite 800 Washington, DC 20006

Beatrice Holloway, Partner Mergers & Acquisitions Practice Group 399 Park Avenue, 31st Floor New York, NY 10022

Wethersfield & Gale LLP Contact:

Harrison Whitfield, Partner Government Contracts & National Security Practice Group 2000 Pennsylvania Avenue NW, Suite 600 Washington, DC 20006

CONFIDENTIALITY NOTICE: This exhibit contains sensitive security information regarding personnel holding U.S. government security clearances. The information contained herein is furnished to the Committee on Foreign Investment in the United States ("CFIUS") solely in connection with the joint voluntary notice referenced above. Distribution of this exhibit is strictly restricted to authorized CFIUS review personnel and designated counsel of record. Unauthorized disclosure, reproduction, or distribution of this exhibit, in whole or in part, is prohibited. Recipients who receive this exhibit in error should immediately notify Calderwood & Harkness LLP at the contact information provided above and destroy all copies of the exhibit in their possession.

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1. Introduction and Purpose

This Exhibit G is submitted as a component of the joint voluntary notice (the "Notice") filed by Halcyon Semiconductor Aktiengesellschaft, a German Aktiengesellschaft organized under the laws of the Federal Republic of Germany ("HSAG"), and Marlowe Asset Management Photonics Inc., a Delaware C-corporation ("VPI"), with the Committee on Foreign Investment in the United States ("CFIUS") on July 14, 2023, pursuant to Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), and the regulations promulgated thereunder at 31 C.F.R. Part 800 (the "CFIUS Regulations"). The Notice addresses the proposed acquisition by Halcyon US Holdings Inc., a Delaware corporation and wholly owned subsidiary of HSAG ("Halcyon US Holdings"), of 100% of the outstanding equity interests of VPI (the "Transaction").

The purpose of this Exhibit G is to provide CFIUS with a comprehensive, anonymized summary of VPI employees who hold active U.S. government security clearances, including the distribution of such clearances by classification level, functional department, facility location, and program affiliation. This information is intended to facilitate CFIUS's assessment of the national security implications of the Transaction with respect to VPI's cleared workforce and its participation in classified U.S. government programs.

VPI is a Delaware C-corporation, incorporated on February 14, 2009, with its principal executive offices and corporate headquarters located at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919. VPI is a leading designer and manufacturer of gallium nitride on silicon carbide ("GaN-on-SiC") semiconductor devices and related radio frequency ("RF") and millimeter-wave ("mmWave") components for defense, aerospace, and commercial applications. VPI's primary fabrication facility and sole classified facility is located at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113, where VPI operates an approximately 45,000-square-foot GaN-on-SiC fabrication facility (the "Albuquerque Facility" or the "Cleared Facility").

VPI holds a Facility Security Clearance ("FCL") at the SECRET level, administered by the Defense Counterintelligence and Security Agency ("DCSA"). VPI's relevant government identifiers and registrations are as follows:

• CAGE Code: 7VK92

• DUNS Number: 07-812-4493

• DDTC Registration Number: M-24817 (registered with the Directorate of Defense Trade Controls since 2011)

As of the date of this filing, VPI's total employee headcount is 486 individuals. Of this total, 212 employees hold active U.S. government security clearances, representing approximately 43.6% of VPI's total workforce. This ratio reflects VPI's significant engagement in classified U.S. Department of Defense ("DoD") programs and the nature of its defense-critical semiconductor manufacturing operations.

Note on Anonymization. In preparing this Exhibit G, individual employee names — other than the name of VPI's designated Facility Security Officer ("FSO") and certain identified senior officers whose names appear in other portions of the Notice — have been redacted and replaced with alphanumeric identifiers to protect personally identifiable information ("PII") and to limit the exposure of sensitive personnel security data within the CFIUS filing process. Full names, identifying details, Social Security numbers, clearance investigation dates, and specific program read-in and read-out records for all cleared personnel are maintained by VPI's FSO and are available for in camera review by authorized CFIUS personnel upon request, subject to appropriate security protocols. The parties' counsel will facilitate any such request promptly upon notification by CFIUS staff.

2. Facility Security Officer Identification

VPI's designated Facility Security Officer is Col. (Ret.) Bryce Hendrickson, USAF, whose identifying information is set forth below:

Name: Col. (Ret.) Bryce A. Hendrickson, USAF

Title: Vice President, Government Programs

Clearance Level: TOP SECRET / Sensitive Compartmented Information (TS/SCI) — Active

Location: VPI Cleared Facility, 9200 Innovation Boulevard, Albuquerque, NM 87113

Col. Hendrickson is responsible for the administration and oversight of VPI's industrial security program in its entirety, including all aspects of personnel security processing, facility security operations, classified material controls, visitor access management, and liaison with DCSA. In his capacity as FSO, Col. Hendrickson serves as VPI's primary point of contact with DCSA for all matters relating to VPI's FCL and the National Industrial Security Program ("NISP"). Col. Hendrickson also oversees VPI's compliance with the International Traffic in Arms Regulations ("ITAR") and the Export Administration Regulations ("EAR") as they pertain to classified and controlled defense articles and technology produced at the Albuquerque Facility.

Col. Hendrickson is a retired United States Air Force officer with over 28 years of active-duty service, including assignments in acquisition program management, signals intelligence, and industrial security oversight. He holds a Master of Science in Electrical Engineering from the Air Force Institute of Technology and a Master of Business Administration from the University of New Mexico. Col. Hendrickson has served as VPI's FSO since the company initially obtained its FCL from DCSA, and he has maintained continuous TS/SCI eligibility throughout his tenure at VPI.

Col. Hendrickson is identified by name in this Exhibit G, notwithstanding the general anonymization protocol applied to other cleared personnel, for two reasons. First, as VPI's FSO, Col. Hendrickson is the designated primary point of contact for DCSA and for CFIUS on all matters relating to VPI's security program and cleared personnel, and his identification is necessary for CFIUS's review and any subsequent communications regarding VPI's security posture. Second, Col. Hendrickson is a named party in the proposed National Security Agreement ("NSA") mitigation framework described in the Notice and in Exhibit H thereto, including specifically with respect to proposed personnel continuity commitments and the role of the Government Security Committee.

3. Summary of Cleared Personnel by Clearance Level

3.1 Overview. The following table provides an aggregate summary of VPI employees holding active U.S. government security clearances, organized by clearance level, as of the date of this filing.

3.2 Notes on Clearance Categories

The distribution of clearance levels among VPI's workforce reflects the classification requirements of VPI's active DoD contracts and the classification ceiling of VPI's FCL. The following additional context is provided for CFIUS's reference:

TS/SCI Clearances. The 38 VPI employees holding TS/SCI clearances are involved in VPI's most sensitive defense programs, including certain classified radar development work and missile defense applications. Access to Sensitive Compartmented Information is required for these individuals due to the nature of the intelligence sources, methods, and technical performance parameters associated with the specific programs to which they are assigned. TS/SCI access is managed through VPI's established Special Security Officer ("SSO") channel and is subject to the compartmentation protocols prescribed by the relevant program security classification guides.

TOP SECRET Clearances. The 27 VPI employees holding TOP SECRET clearances (without SCI access) support programs and contract tasks that involve TOP SECRET national security information but do not require compartmented access. These personnel are primarily engaged in engineering design, program management, and systems integration activities where access to TOP SECRET technical data is necessary for contract performance.

SECRET Clearances. The majority of VPI's cleared personnel — 147 individuals, representing 69.3% of the total cleared workforce — hold SECRET-level clearances. This distribution is consistent with VPI's FCL, which is held at the SECRET level, and reflects the classification level of the majority of VPI's active DoD contracts. SECRET-cleared personnel are engaged across a range of functions, including manufacturing and fabrication operations, test and quality assurance, engineering, program management, and information technology support for classified systems.

Clearance Sponsorship and Administration. All personnel security clearances identified in this Exhibit G are sponsored through VPI's FCL (CAGE Code 7VK92) and are administered by DCSA. Clearance investigations and adjudications are conducted by DCSA in accordance with the requirements of the National Industrial Security Program Operating Manual ("NISPOM"), codified at 32 C.F.R. Part 117, and applicable adjudicative guidelines, including the Security Executive Agent Directive 4 ("SEAD 4") National Security Adjudicative Guidelines. All cleared VPI personnel are enrolled in DCSA's Continuous Evaluation ("CE") program, as applicable, and are subject to periodic reinvestigation in accordance with established timelines.

4. Cleared Personnel by Functional Department

4.1 Departmental Distribution

The following table provides a breakdown of VPI's cleared personnel by functional department, including the distribution of clearance levels within each department and the percentage of each department's total headcount that holds an active clearance.

4.2 Notes on Departmental Classification

The departmental classifications used in the table above correspond to VPI's internal organizational structure. The following supplemental notes are provided for clarity:

Government Programs & Business Development. This department encompasses VPI's business development, proposal, and capture management functions for classified and unclassified government programs, as well as the FSO function and government-facing programmatic liaison activities. The high proportion of cleared personnel in this department (83.3%) reflects the nature of the work, which routinely requires access to classified program requirements, solicitation materials, and customer communications. Col. (Ret.) Bryce Hendrickson's clearance is counted within this department for clearance administration purposes, though his organizational reporting is reflected in Facility Security & Compliance as well.

Engineering — GaN Device Design. This department includes VPI's semiconductor device design engineers and related technical staff responsible for the design, modeling, and simulation of GaN-on-SiC high electron mobility transistor ("HEMT") devices and related components. The concentration of TS/SCI and TS clearances within this group reflects the involvement of these engineers in classified performance optimization and design activities associated with Programs Alpha and Charlie (as defined in Section 6 below).

Engineering — RF/mmWave Systems. This department encompasses VPI's systems-level engineering function, which is responsible for the design and integration of RF and mmWave assemblies, subsystems, and modules incorporating VPI's GaN device technology. Cleared personnel in this department support classified system architecture, performance characterization, and integration testing activities.

Manufacturing / Fab Operations (Albuquerque). This department includes all personnel engaged in wafer fabrication, epitaxial growth, lithography, metallization, packaging, and related manufacturing processes at the Albuquerque Facility. While the percentage of cleared personnel in this department (40.2%) is lower than in engineering and government programs functions, the absolute number of cleared manufacturing personnel (45) is significant and reflects the requirement for cleared technicians and operators to handle classified wafers, devices, and associated manufacturing documentation in clean room Sections C-7 through C-12.

Test & Quality Assurance. This department is responsible for the testing, characterization, qualification, and quality assurance of VPI's GaN devices and RF/mmWave modules, including testing under classified performance specifications and military standards.

Program Management. This department includes VPI's dedicated program managers and integrated program team leads for classified DoD contracts. The relatively high clearance percentage (60.7%) reflects the requirement for program management personnel to coordinate across classified program activities, attend classified program reviews, and manage classified schedules and deliverables.

Information Technology / Cybersecurity. This department encompasses VPI's information technology infrastructure, network administration, and cybersecurity functions, including the administration and maintenance of VPI's classified information systems. The 7 cleared personnel in this department are responsible for the configuration, monitoring, and protection of VPI's classified computing environments in accordance with NIST SP 800-171 and applicable DFARS requirements.

Facility Security & Compliance. This small department includes VPI's dedicated security and compliance professionals, including the FSO and supporting security staff. The 4 cleared personnel in this department are responsible for physical security, information security, visitor access management, and regulatory compliance.

Executive Leadership. VPI's executive leadership team includes 4 individuals. Two members of the executive team hold active U.S. government security clearances:

(a) Dr. Nathan Trevorrow, Chief Executive Officer, holds an active TS/SCI clearance. For clearance administration purposes, Dr. Trevorrow's clearance is counted within the Government Programs & Business Development department (given the nature of his classified program involvement) rather than the Executive Leadership row. However, Dr. Trevorrow is identified in the Executive Leadership row of the table above for organizational clarity. His TS/SCI clearance is counted once in the aggregate totals and in the TS/SCI column total of 38.

(b) Marissa Sung-Avila, Chief Operating Officer, holds an active SECRET clearance. Her clearance is reflected in the Executive Leadership row and is counted once in the aggregate SECRET total of 147.

Other (Finance, HR, Admin, Legal). The remaining VPI departments — including Finance, Human Resources, Administration, and Legal — comprise 84 employees, none of whom hold active U.S. government security clearances. These departments do not perform classified work and do not require access to classified information. This group includes Derek Wainsborough, VPI's Chief Financial Officer, who does not hold a security clearance.

Board Members. VPI's Board of Directors includes one independent director, Adrienne Delacroix, who holds an active SECRET clearance. As a board member and not an employee of VPI, Ms. Delacroix is not included in the 212-employee cleared personnel count reflected in the tables above. Her clearance is noted here for completeness and because her status as a cleared board member is relevant to the proposed post-closing governance structure described in Section 8 below and in Exhibit H to the Notice.

5. Cleared Personnel by Facility Location

5.1 Location Distribution

VPI operates from two primary locations. The following table provides a breakdown of cleared personnel by facility location.

5.2 Notes on Facility Locations

Albuquerque, NM — 9200 Innovation Boulevard (Cleared Facility). The Albuquerque Facility is VPI's sole facility holding a Facility Security Clearance. The FCL is held at the SECRET level under CAGE Code 7VK92 and is administered by DCSA. The Albuquerque Facility houses VPI's GaN-on-SiC fabrication operations, classified engineering laboratories, classified test and characterization equipment, and the majority of VPI's cleared personnel. Of the 318 total employees stationed at the Albuquerque Facility, 174 (approximately 54.7%) hold active security clearances.

The Albuquerque Facility includes clean room Sections C-7 through C-12, which are designated as classified work areas with physical access restricted exclusively to appropriately cleared U.S. persons. Access to these sections is controlled through a combination of badge-based electronic access controls, cipher locks, and manned security checkpoints. All classified material processing, classified wafer fabrication, and classified device handling activities take place within these designated clean room sections. Classified document storage, classified computing terminals, and the facility's classified communications infrastructure are also located within the secured perimeter of the Albuquerque Facility.

Colorado Springs, CO — 7400 Ridgeline Parkway (Headquarters). VPI's corporate headquarters in Colorado Springs houses the company's executive leadership, a portion of its engineering staff, business development, and certain administrative functions. The Colorado Springs facility does not hold a separate FCL. However, the facility maintains a Sensitive Compartmented Information Facility ("SCIF") that has been accredited for classified discussions up to the TS/SCI level. The 38 cleared personnel based in Colorado Springs perform classified work through secure communications channels and through periodic travel to the Albuquerque Facility. Certain classified briefings, program reviews, and customer meetings involving cleared VPI personnel take place in the Colorado Springs SCIF. No classified manufacturing, fabrication, or material handling activities are conducted at the Colorado Springs location.

The concentration of cleared personnel at the Albuquerque Facility (174 of 212, or approximately 82.1%) is consistent with that facility's role as VPI's primary classified production and engineering center and the location of VPI's FCL.

6. Cleared Personnel by Program Affiliation

6.1 Program Distribution

The following table provides an anonymized breakdown of VPI's cleared personnel by their primary program affiliation among VPI's active DoD contracts. Personnel may support multiple programs concurrently; the table reflects each individual's primary assignment as determined by VPI's Program Management and Government Programs departments. No individual is double-counted in this table.

6.2 Notes on Program Affiliations

Anonymized Designations. The program designations "Alpha" through "Echo" are used within this Exhibit G solely for the purpose of anonymization and ease of reference. Actual contract numbers, program names, and contracting officer information are provided in Exhibit F to the Notice (Government Contracts Summary), which cross-references the anonymized designations used herein. CFIUS may review the Exhibit F cross-reference table to correlate program designations with specific contract instruments.

Aggregate Contract Backlog. VPI's aggregate government contract backlog across all 14 active DoD contracts and related subcontracts is approximately $193 million as of the date of this filing. This figure includes both funded and unfunded backlog and encompasses the full range of contract types (firm-fixed-price, cost-plus-fixed-fee, and time-and-materials) under which VPI performs classified work.

Export Control Classifications. VPI's products supporting the programs identified above include defense articles controlled under Category XI(a)(3) of the United States Munitions List ("USML") and subject to the International Traffic in Arms Regulations ("ITAR"), 22 C.F.R. Parts 120–130, as well as dual-use components classified under Export Control Classification Number ("ECCN") 3A001 of the Commerce Control List and subject to the Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774. The applicability of ITAR and EAR controls to VPI's classified products is addressed in greater detail in Exhibit D (Technology Assessment) and Exhibit F (Government Contracts Summary) to the Notice.

TS/SCI Compartmented Access Requirements. TS/SCI compartmented access is required for certain aspects of Programs Alpha and Charlie due to the nature of the radar and missile defense applications to which VPI's GaN HEMT modules and transmit/receive ("T/R") modules contribute. Specifically, the performance parameters, signal processing algorithms, and electronic protection features of the end-use systems incorporate intelligence-derived threat data and system vulnerabilities that are classified at the SCI level. The 10 TS/SCI-cleared personnel assigned to Program Alpha and the 9 TS/SCI-cleared personnel assigned to Program Charlie have been read into the applicable compartments and are subject to the enhanced security and access protocols prescribed by the relevant program security classification guides and intelligence Community directives.

Program Delta — Subcontract Arrangement. Program Delta is performed by VPI as a subcontractor to Ironclad Defense Systems Inc. ("Ironclad"), which serves as the prime contractor to the U.S. Navy's Naval Sea Systems Command ("NAVSEA"). VPI's subcontract work under Program Delta involves the design and production of GaN-based power amplifier modules for integration into a naval electronic warfare system. VPI's 28 cleared personnel assigned to Program Delta operate under VPI's FCL and are subject to VPI's security program; Ironclad provides classified guidance, specifications, and program security classification guides to VPI under the terms of the subcontract's DD Form 254 (DoD Contract Security Classification Specification).

Cross-Program Support Personnel. The 30 cleared personnel classified as "Unassigned / cross-program support" include VPI's security staff, IT/cybersecurity personnel, and program management professionals who provide shared services across multiple classified programs and are not primarily assigned to any single program. These individuals are essential to the functioning of VPI's security infrastructure and classified computing environment and maintain the clearance levels necessary to support the full range of VPI's classified activities.

7. Clearance Processing and Administration

7.1 General Administration

All VPI personnel security clearances are processed, sponsored, and administered under VPI's FCL (CAGE Code 7VK92) in accordance with the NISPOM (32 C.F.R. Part 117) and applicable DCSA guidance. VPI's personnel security program is designed to ensure that only appropriately investigated and adjudicated U.S. persons are granted access to classified national security information at VPI's facilities and in connection with VPI's classified contracts.

7.2 FSO Responsibilities

The FSO, Col. (Ret.) Bryce Hendrickson, is responsible for the full scope of personnel security and facility security administration at VPI. Col. Hendrickson's specific responsibilities include, but are not limited to, the following:

(a) Clearance Application Management. Submitting and managing clearance applications, reinvestigation requests, and clearance upgrade requests through DCSA's National Industrial Security System ("NISS"), and coordinating with DCSA case managers on the status and resolution of pending investigations and adjudications.

(b) Security Briefings. Conducting initial security briefings for all newly cleared personnel, annual refresher briefings for all cleared employees, and debriefings for personnel whose clearances are being terminated, suspended, or downgraded. These briefings cover the obligations and responsibilities of cleared personnel under the NISPOM, including the requirements for protecting classified information, reporting obligations, and foreign travel and contact reporting.

(c) Classified Material Controls. Administering VPI's classified material and document control program, including the receipt, storage, reproduction, transmission, and destruction of classified documents and materials in accordance with the NISPOM and applicable classification management directives.

(d) Adverse Information and Incident Reporting. Reporting adverse information, suspicious contacts, foreign travel, and security incidents to DCSA in accordance with NISPOM reporting requirements, including the submission of adverse information reports, suspicious contact reports, and security violation reports through NISS.

(e) SF-86 Records and Continuous Evaluation. Maintaining records of Standard Form 86 ("SF-86") submissions for all cleared VPI personnel, tracking periodic reinvestigation timelines, and ensuring enrollment of cleared personnel in DCSA's Continuous Evaluation program, as applicable to the individual's clearance level and access.

(f) Visitor Access Control. Managing the visitor access request process for all visits to VPI's classified facilities by cleared personnel from government agencies, prime contractors, and other cleared entities, including the verification of clearance status and need-to-know determinations.

(g) Physical Security. Overseeing the physical security of VPI's classified work areas, including access controls, intrusion detection systems, and classified storage containers, and ensuring compliance with DCSA's physical security requirements for the Albuquerque Facility.

7.3 DCSA Oversight

VPI's security program is subject to routine DCSA security vulnerability assessments ("SVAs"), which are conducted by DCSA industrial security representatives on a periodic basis. These assessments evaluate VPI's compliance with the NISPOM across all elements of the industrial security program, including personnel security, physical security, information system security, and classification management. VPI's most recent SVA was completed satisfactorily, and VPI has no outstanding security violations, open corrective action items, or adverse DCSA findings as of the date of this filing.

VPI's classified information systems are also subject to assessment and authorization under the DCSA Assessment and Authorization Process ("DAAPM") and are operated in accordance with approved system security plans. All classified information system users among VPI's cleared personnel have completed the requisite information system security training and have signed the appropriate user acknowledgment agreements.

8. Impact of Proposed Transaction on Cleared Personnel

8.1 FOCI Considerations

The proposed acquisition of 100% of VPI's outstanding equity by Halcyon US Holdings (a wholly owned subsidiary of HSAG) will result in VPI becoming a foreign-owned, controlled, or influenced ("FOCI") entity within the meaning of the NISPOM. HSAG is a German corporation; accordingly, upon consummation of the Transaction, VPI will be under the ownership and control of a foreign parent entity, which triggers the requirement for FOCI mitigation under 32 C.F.R. Part 117 in order for VPI to maintain its FCL and to continue performing on classified U.S. government contracts.

The parties recognize that VPI's FCL at the SECRET level, and the ability of VPI's cleared workforce to continue performing classified work, are critical to VPI's ongoing business operations, to the continuity of supply for VPI's U.S. government customers, and to the national security interests of the United States. Accordingly, the parties are committed to implementing an appropriate FOCI mitigation framework that will preserve VPI's FCL and the classified program access of VPI's cleared personnel without interruption.

8.2 Proposed FOCI Mitigation Framework

VPI intends to maintain its FCL at the SECRET level following the closing of the Transaction. The parties propose that the National Security Agreement ("NSA") to be negotiated with CFIUS in connection with the Transaction will function as a Special Security Agreement ("SSA") equivalent under the NISPOM, providing the FOCI mitigation framework necessary to maintain VPI's FCL and to protect classified information and cleared personnel from unauthorized foreign access. The principal elements of the proposed NSA/SSA framework, as they relate to cleared personnel, are summarized below:

(a) Government Security Committee. The parties propose the reconstitution of VPI's Board of Directors to include three (3) Security Board Members, each of whom will be a U.S. citizen holding or eligible for a TS/SCI clearance and approved by DCSA. The Security Board Members will constitute the Government Security Committee ("GSC") of VPI's Board, which will have exclusive authority and responsibility over all matters relating to VPI's classified programs, personnel security, and facility security. The GSC will exercise its authority independently of HSAG's board designees and will be empowered to take all actions necessary to ensure VPI's compliance with the NISPOM, the terms of the NSA, and applicable classified contract requirements.

(b) Retention of FSO. The parties propose the retention of Col. (Ret.) Bryce Hendrickson as VPI's FSO following the closing of the Transaction, subject to the personnel continuity commitments described below. Col. Hendrickson's continuation in this role is intended to provide stability and continuity in VPI's security program administration during the post-acquisition transition period.

(c) Personnel Continuity Commitments. The parties propose personnel continuity commitments for the following key cleared personnel for a minimum period of 24 months following the closing of the Transaction, or, in the event of departure or unavailability, replacement with GSC- and DCSA-approved alternatives of equivalent qualification and clearance level:

(i) Dr. Nathan Trevorrow, Chief Executive Officer (TS/SCI);

(ii) Marissa Sung-Avila, Chief Operating Officer (SECRET); and

(iii) Col. (Ret.) Bryce Hendrickson, Vice President, Government Programs / FSO (TS/SCI).

(d) Prohibition on Foreign Person Access. The NSA will include a prohibition on access to classified information by HSAG personnel (who are non-U.S. persons) without prior DCSA and GSC approval. This prohibition will extend to all classified documents, classified systems, classified work areas, and classified discussions at VPI's facilities, and will be enforced through physical and procedural access controls administered by the FSO and the GSC.

(e) Physical and Logical Separation of IT Systems. The NSA will require physical and logical separation of VPI's information technology systems from HSAG's global corporate network. VPI's classified and unclassified information systems will be maintained independently and will not be connected to or accessible from HSAG's networks. VPI will maintain independent IT administration for all systems that process, store, or transmit classified information, and all such systems will continue to be operated in accordance with VPI's DCSA-approved system security plans.

(f) Visitation and Access Restrictions. The NSA will impose restrictions on visitation and access by HSAG personnel to VPI's classified areas, including specifically clean room Sections C-7 through C-12 at the Albuquerque Facility. HSAG personnel will be prohibited from entering VPI's classified work areas absent prior written approval by the GSC and DCSA, and any such visits will be subject to escort and access control requirements consistent with the NISPOM and the terms of the NSA.

8.3 Workforce Impact Assessment

VPI does not anticipate any reduction in cleared personnel as a result of the Transaction. The Transaction is structured as an acquisition of VPI's equity, and VPI will continue to operate as a going concern following the closing. VPI's classified programs, including Programs Alpha through Echo and the additional active DoD contracts identified in Section 6 above, will continue to be performed by VPI's existing cleared workforce under VPI's FCL, subject to the FOCI mitigation measures described above. The parties have not planned or authorized any post-closing reduction in force, facility closure, or program termination that would affect VPI's cleared personnel.

8.4 HSAG's Existing U.S. Operations

For completeness, the parties note that HSAG's existing U.S. subsidiary, Halcyon US Inc., located in Austin, Texas, with approximately 320 employees, does not perform classified work, does not hold an FCL, and employs no personnel who hold active U.S. government security clearances. Halcyon US Inc.'s operations are limited to the design and sale of commercial semiconductor products for telecommunications and automotive applications. VPI's classified operations and cleared workforce will remain organizationally and operationally distinct from Halcyon US Inc. following the closing of the Transaction.

9. Citizenship and Eligibility Confirmation

VPI hereby confirms that all 212 VPI employees identified in this Exhibit G as holding active U.S. government security clearances are United States citizens, as is required for the holding of a personnel security clearance under the NISPOM and applicable adjudicative guidelines. VPI has verified the citizenship status of each cleared employee through the personnel security processing administered by the FSO and documented in the relevant SF-86 submissions and DCSA investigation records.

VPI further confirms that no non-U.S. persons currently have access to classified information or classified areas at any VPI facility. VPI's access controls, which are administered by the FSO and the Facility Security & Compliance department, are designed to ensure that only appropriately cleared U.S. persons are granted access to classified work areas, classified information systems, and classified materials. All visitors to VPI's classified areas are subject to clearance and citizenship verification prior to access.

HSAG confirms that its proposed designees to the reconstituted VPI Board of Directors — other than the three proposed Security Board Members, who will be U.S. citizens holding or eligible for appropriate clearances — will not hold or access classified information. HSAG's board designees who are non-U.S. persons will be excluded from all classified discussions, classified program reviews, and classified board deliberations, and will not have access to VPI's classified facilities, classified systems, or classified materials, consistent with the terms of the proposed NSA and the requirements of the NISPOM.

10. Certifications

The information contained in this Exhibit G has been compiled by VPI's Facility Security Officer, Col. (Ret.) Bryce A. Hendrickson, based on VPI's official personnel security records maintained in connection with VPI's FCL (CAGE Code 7VK92). The information has been reviewed for accuracy and completeness by VPI's Chief Executive Officer, Dr. Nathan Trevorrow, and by VPI's counsel, Harrison Whitfield of Wethersfield & Gale LLP.

The undersigned hereby certify that the information set forth in this Exhibit G is accurate and complete in all material respects as of the date of filing (July 14, 2023), subject to the certifications and representations provided under 31 C.F.R. § 800.502 in the Certification Declarations filed contemporaneously with the joint voluntary notice in CFIUS Case No. CFIUS-023-07-3841.

Detailed personnel-level information — including full names, Social Security numbers, dates of birth, clearance investigation dates, clearance adjudication dates, polygraph records (where applicable), and specific program read-in and read-out records — for all 212 cleared VPI employees is maintained by VPI's FSO and is available for in camera review by authorized CFIUS personnel upon request. Any such request should be directed to the contacts identified below, and VPI and its counsel will arrange for the secure provision of such information in accordance with appropriate security protocols and consistent with the requirements of the NISPOM and applicable CFIUS staff procedures.

Contact Information for Further Inquiries:

Col. (Ret.) Bryce A. Hendrickson Vice President, Government Programs & Facility Security Officer Marlowe Asset Management Photonics Inc. 9200 Innovation Boulevard Albuquerque, NM 87113 Telephone: (505) 555-0147 Secure Telephone: (505) 555-0199 (STU-III/STE)

Email: bhendrickson@vanguardphotonics.com

Margaret "Peggy" Ashworth, Of Counsel National Security & CFIUS Practice Group Calderwood & Harkness LLP 1750 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-0312

Email: mashworth@calderwoodharkness.com

Marlowe Asset Management PHOTONICS INC.

By: ________

Name: Dr. Nathan Trevorrow

Title: Chief Executive Officer

Date: July 14, 2023

Marlowe Asset Management PHOTONICS INC.

By: ________

Name: Col. (Ret.) Bryce A. Hendrickson, USAF

Title: Vice President, Government Programs / Facility Security Officer

Date: July 14, 2023

WETHERSFIELD & GALE LLP Counsel to Marlowe Asset Management Photonics Inc.

By: ________

Name: Harrison Whitfield

Title: Partner

Date: July 14, 2023

CALDERWOOD & HARKNESS LLP Counsel to Halcyon Semiconductor Aktiengesellschaft

By: ________

Name: Margaret "Peggy" Ashworth

Title: Of Counsel

Date: July 14, 2023

Clearance Level	Number of Personnel	Percentage of Total Cleared Personnel	Percentage of Total VPI Workforce
TOP SECRET / SCI (TS/SCI)	38	17.9%	7.8%
TOP SECRET (TS)	27	12.7%	5.6%
SECRET	147	69.3%	30.2%
Total Cleared	212	100.0%	43.6%
Uncleared Employees	274	—	56.4%
Total VPI Employees	486	—	100.0%
Department / Function	TS/SCI	TS	SECRET	Total Cleared	Total Dept. Headcount	% Cleared
Government Programs & Business Development	12	5	18	35	42	83.3%
Engineering — GaN Device Design	8	7	34	49	87	56.3%
Engineering — RF/mmWave Systems	6	4	22	32	51	62.7%
Manufacturing / Fab Operations (Albuquerque)	4	3	38	45	112	40.2%
Test & Quality Assurance	2	3	16	21	54	38.9%
Program Management	4	3	10	17	28	60.7%
Information Technology / Cybersecurity	1	1	5	7	19	36.8%
Facility Security & Compliance	1	1	2	4	5	80.0%
Executive Leadership	0	0	2	2	4	50.0%
Other (Finance, HR, Admin, Legal)	0	0	0	0	84	0.0%
Total	38	27	147	212	486	43.6%
Location	TS/SCI	TS	SECRET	Total Cleared	Total Employees at Location
Albuquerque, NM (9200 Innovation Blvd.) — Fab / Cleared Facility	31	22	121	174	318
Colorado Springs, CO (7400 Ridgeline Pkwy.) — Headquarters	7	5	26	38	168
Total	38	27	147	212	486
Program / Contract (Anonymized Reference)	Contracting Agency	Classification Level	TS/SCI	TS	SECRET	Total Cleared Assigned
Program Alpha — GaN HEMT modules for AN/TPS-80 radar	U.S. Army PEO IEW&S	SECRET (with TS/SCI compartments)	10	6	28	44

Program Bravo — Next-gen mmWave power amplifiers	U.S. Air Force Research Laboratory (AFRL)	SECRET	5	4	24	33
Program Charlie — GaN-based T/R modules for missile defense	Missile Defense Agency (MDA)	SECRET (with TS/SCI compartments)	9	5	18	32
Program Delta — Subcontract via Ironclad Defense Systems Inc.	U.S. Navy NAVSEA (prime contractor)	SECRET	4	3	21	28
Program Echo — Border surveillance RF components	DHS S&T	SECRET	2	2	12	16
Other active DoD contracts (9 additional programs)	Various	SECRET	3	4	22	29
Unassigned / cross-program support (security, IT, PM)	N/A	Various	5	3	22	30
Total	38	27	147	212

EXHIBIT G
Personnel with U.S. Government Security Clearances — Anonymized Summary
Joint Voluntary Notice Filed Pursuant to 31 C.F.R. § 800.501
CFIUS Case No.: CFIUS-023-07-3841
Filing Date: July 14, 2023
Subject Company: Marlowe Asset Management Photonics Inc. ("VPI") 7400 Ridgeline Parkway, Colorado Springs, CO 80919
Prepared by:
Calderwood & Harkness LLP, counsel to Halcyon Semiconductor Aktiengesellschaft ("HSAG"), in coordination with Wethersfield & Gale LLP, counsel to VPI.
Calderwood & Harkness LLP Contacts:
Margaret "Peggy" Ashworth, Of Counsel National Security & CFIUS Practice Group 1750 K Street NW, Suite 800 Washington, DC 20006
Beatrice Holloway, Partner Mergers & Acquisitions Practice Group 399 Park Avenue, 31st Floor New York, NY 10022
Wethersfield & Gale LLP Contact:
Harrison Whitfield, Partner Government Contracts & National Security Practice Group 2000 Pennsylvania Avenue NW, Suite 600 Washington, DC 20006
CONFIDENTIALITY NOTICE: This exhibit contains sensitive security information regarding personnel holding U.S. government security clearances. The information contained herein is furnished to the Committee on Foreign Investment in the United States ("CFIUS") solely in connection with the joint voluntary notice referenced above. Distribution of this exhibit is strictly restricted to authorized CFIUS review personnel and designated counsel of record. Unauthorized disclosure, reproduction, or distribution of this exhibit, in whole or in part, is prohibited. Recipients who receive this exhibit in error should immediately notify Calderwood & Harkness LLP at the contact information provided above and destroy all copies of the exhibit in their possession.
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1. Introduction and Purpose
This Exhibit G is submitted as a component of the joint voluntary notice (the "Notice") filed by Halcyon Semiconductor Aktiengesellschaft, a German Aktiengesellschaft organized under the laws of the Federal Republic of Germany ("HSAG"), and Marlowe Asset Management Photonics Inc., a Delaware C-corporation ("VPI"), with the Committee on Foreign Investment in the United States ("CFIUS") on July 14, 2023, pursuant to Section 721 of the Defense Production Act of 1950, as amended (50 U.S.C. § 4565), and the regulations promulgated thereunder at 31 C.F.R. Part 800 (the "CFIUS Regulations"). The Notice addresses the proposed acquisition by Halcyon US Holdings Inc., a Delaware corporation and wholly owned subsidiary of HSAG ("Halcyon US Holdings"), of 100% of the outstanding equity interests of VPI (the "Transaction").
The purpose of this Exhibit G is to provide CFIUS with a comprehensive, anonymized summary of VPI employees who hold active U.S. government security clearances, including the distribution of such clearances by classification level, functional department, facility location, and program affiliation. This information is intended to facilitate CFIUS's assessment of the national security implications of the Transaction with respect to VPI's cleared workforce and its participation in classified U.S. government programs.
VPI is a Delaware C-corporation, incorporated on February 14, 2009, with its principal executive offices and corporate headquarters located at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919. VPI is a leading designer and manufacturer of gallium nitride on silicon carbide ("GaN-on-SiC") semiconductor devices and related radio frequency ("RF") and millimeter-wave ("mmWave") components for defense, aerospace, and commercial applications. VPI's primary fabrication facility and sole classified facility is located at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113, where VPI operates an approximately 45,000-square-foot GaN-on-SiC fabrication facility (the "Albuquerque Facility" or the "Cleared Facility").
VPI holds a Facility Security Clearance ("FCL") at the SECRET level, administered by the Defense Counterintelligence and Security Agency ("DCSA"). VPI's relevant government identifiers and registrations are as follows:
•  CAGE Code: 7VK92
•  DUNS Number: 07-812-4493
•  DDTC Registration Number: M-24817 (registered with the Directorate of Defense Trade Controls since 2011)
As of the date of this filing, VPI's total employee headcount is 486 individuals. Of this total, 212 employees hold active U.S. government security clearances, representing approximately 43.6% of VPI's total workforce. This ratio reflects VPI's significant engagement in classified U.S. Department of Defense ("DoD") programs and the nature of its defense-critical semiconductor manufacturing operations.
Note on Anonymization. In preparing this Exhibit G, individual employee names — other than the name of VPI's designated Facility Security Officer ("FSO") and certain identified senior officers whose names appear in other portions of the Notice — have been redacted and replaced with alphanumeric identifiers to protect personally identifiable information ("PII") and to limit the exposure of sensitive personnel security data within the CFIUS filing process. Full names, identifying details, Social Security numbers, clearance investigation dates, and specific program read-in and read-out records for all cleared personnel are maintained by VPI's FSO and are available for in camera review by authorized CFIUS personnel upon request, subject to appropriate security protocols. The parties' counsel will facilitate any such request promptly upon notification by CFIUS staff.
2. Facility Security Officer Identification
VPI's designated Facility Security Officer is Col. (Ret.) Bryce Hendrickson, USAF, whose identifying information is set forth below:
Name: Col. (Ret.) Bryce A. Hendrickson, USAF
Title: Vice President, Government Programs
Clearance Level: TOP SECRET / Sensitive Compartmented Information (TS/SCI) — Active
Location: VPI Cleared Facility, 9200 Innovation Boulevard, Albuquerque, NM 87113
Col. Hendrickson is responsible for the administration and oversight of VPI's industrial security program in its entirety, including all aspects of personnel security processing, facility security operations, classified material controls, visitor access management, and liaison with DCSA. In his capacity as FSO, Col. Hendrickson serves as VPI's primary point of contact with DCSA for all matters relating to VPI's FCL and the National Industrial Security Program ("NISP"). Col. Hendrickson also oversees VPI's compliance with the International Traffic in Arms Regulations ("ITAR") and the Export Administration Regulations ("EAR") as they pertain to classified and controlled defense articles and technology produced at the Albuquerque Facility.
Col. Hendrickson is a retired United States Air Force officer with over 28 years of active-duty service, including assignments in acquisition program management, signals intelligence, and industrial security oversight. He holds a Master of Science in Electrical Engineering from the Air Force Institute of Technology and a Master of Business Administration from the University of New Mexico. Col. Hendrickson has served as VPI's FSO since the company initially obtained its FCL from DCSA, and he has maintained continuous TS/SCI eligibility throughout his tenure at VPI.
Col. Hendrickson is identified by name in this Exhibit G, notwithstanding the general anonymization protocol applied to other cleared personnel, for two reasons. First, as VPI's FSO, Col. Hendrickson is the designated primary point of contact for DCSA and for CFIUS on all matters relating to VPI's security program and cleared personnel, and his identification is necessary for CFIUS's review and any subsequent communications regarding VPI's security posture. Second, Col. Hendrickson is a named party in the proposed National Security Agreement ("NSA") mitigation framework described in the Notice and in Exhibit H thereto, including specifically with respect to proposed personnel continuity commitments and the role of the Government Security Committee.
3. Summary of Cleared Personnel by Clearance Level
3.1 Overview.  The following table provides an aggregate summary of VPI employees holding active U.S. government security clearances, organized by clearance level, as of the date of this filing.
3.2 Notes on Clearance Categories
The distribution of clearance levels among VPI's workforce reflects the classification requirements of VPI's active DoD contracts and the classification ceiling of VPI's FCL. The following additional context is provided for CFIUS's reference:
TS/SCI Clearances. The 38 VPI employees holding TS/SCI clearances are involved in VPI's most sensitive defense programs, including certain classified radar development work and missile defense applications. Access to Sensitive Compartmented Information is required for these individuals due to the nature of the intelligence sources, methods, and technical performance parameters associated with the specific programs to which they are assigned. TS/SCI access is managed through VPI's established Special Security Officer ("SSO") channel and is subject to the compartmentation protocols prescribed by the relevant program security classification guides.
TOP SECRET Clearances. The 27 VPI employees holding TOP SECRET clearances (without SCI access) support programs and contract tasks that involve TOP SECRET national security information but do not require compartmented access. These personnel are primarily engaged in engineering design, program management, and systems integration activities where access to TOP SECRET technical data is necessary for contract performance.
SECRET Clearances. The majority of VPI's cleared personnel — 147 individuals, representing 69.3% of the total cleared workforce — hold SECRET-level clearances. This distribution is consistent with VPI's FCL, which is held at the SECRET level, and reflects the classification level of the majority of VPI's active DoD contracts. SECRET-cleared personnel are engaged across a range of functions, including manufacturing and fabrication operations, test and quality assurance, engineering, program management, and information technology support for classified systems.
Clearance Sponsorship and Administration. All personnel security clearances identified in this Exhibit G are sponsored through VPI's FCL (CAGE Code 7VK92) and are administered by DCSA. Clearance investigations and adjudications are conducted by DCSA in accordance with the requirements of the National Industrial Security Program Operating Manual ("NISPOM"), codified at 32 C.F.R. Part 117, and applicable adjudicative guidelines, including the Security Executive Agent Directive 4 ("SEAD 4") National Security Adjudicative Guidelines. All cleared VPI personnel are enrolled in DCSA's Continuous Evaluation ("CE") program, as applicable, and are subject to periodic reinvestigation in accordance with established timelines.
4. Cleared Personnel by Functional Department
4.1 Departmental Distribution
The following table provides a breakdown of VPI's cleared personnel by functional department, including the distribution of clearance levels within each department and the percentage of each department's total headcount that holds an active clearance.
4.2 Notes on Departmental Classification
The departmental classifications used in the table above correspond to VPI's internal organizational structure. The following supplemental notes are provided for clarity:
Government Programs & Business Development. This department encompasses VPI's business development, proposal, and capture management functions for classified and unclassified government programs, as well as the FSO function and government-facing programmatic liaison activities. The high proportion of cleared personnel in this department (83.3%) reflects the nature of the work, which routinely requires access to classified program requirements, solicitation materials, and customer communications. Col. (Ret.) Bryce Hendrickson's clearance is counted within this department for clearance administration purposes, though his organizational reporting is reflected in Facility Security & Compliance as well.
Engineering — GaN Device Design. This department includes VPI's semiconductor device design engineers and related technical staff responsible for the design, modeling, and simulation of GaN-on-SiC high electron mobility transistor ("HEMT") devices and related components. The concentration of TS/SCI and TS clearances within this group reflects the involvement of these engineers in classified performance optimization and design activities associated with Programs Alpha and Charlie (as defined in Section 6 below).
Engineering — RF/mmWave Systems. This department encompasses VPI's systems-level engineering function, which is responsible for the design and integration of RF and mmWave assemblies, subsystems, and modules incorporating VPI's GaN device technology. Cleared personnel in this department support classified system architecture, performance characterization, and integration testing activities.
Manufacturing / Fab Operations (Albuquerque). This department includes all personnel engaged in wafer fabrication, epitaxial growth, lithography, metallization, packaging, and related manufacturing processes at the Albuquerque Facility. While the percentage of cleared personnel in this department (40.2%) is lower than in engineering and government programs functions, the absolute number of cleared manufacturing personnel (45) is significant and reflects the requirement for cleared technicians and operators to handle classified wafers, devices, and associated manufacturing documentation in clean room Sections C-7 through C-12.
Test & Quality Assurance. This department is responsible for the testing, characterization, qualification, and quality assurance of VPI's GaN devices and RF/mmWave modules, including testing under classified performance specifications and military standards.
Program Management. This department includes VPI's dedicated program managers and integrated program team leads for classified DoD contracts. The relatively high clearance percentage (60.7%) reflects the requirement for program management personnel to coordinate across classified program activities, attend classified program reviews, and manage classified schedules and deliverables.
Information Technology / Cybersecurity. This department encompasses VPI's information technology infrastructure, network administration, and cybersecurity functions, including the administration and maintenance of VPI's classified information systems. The 7 cleared personnel in this department are responsible for the configuration, monitoring, and protection of VPI's classified computing environments in accordance with NIST SP 800-171 and applicable DFARS requirements.
Facility Security & Compliance. This small department includes VPI's dedicated security and compliance professionals, including the FSO and supporting security staff. The 4 cleared personnel in this department are responsible for physical security, information security, visitor access management, and regulatory compliance.
Executive Leadership. VPI's executive leadership team includes 4 individuals. Two members of the executive team hold active U.S. government security clearances:
(a) Dr. Nathan Trevorrow, Chief Executive Officer, holds an active TS/SCI clearance. For clearance administration purposes, Dr. Trevorrow's clearance is counted within the Government Programs & Business Development department (given the nature of his classified program involvement) rather than the Executive Leadership row. However, Dr. Trevorrow is identified in the Executive Leadership row of the table above for organizational clarity. His TS/SCI clearance is counted once in the aggregate totals and in the TS/SCI column total of 38.
(b) Marissa Sung-Avila, Chief Operating Officer, holds an active SECRET clearance. Her clearance is reflected in the Executive Leadership row and is counted once in the aggregate SECRET total of 147.
Other (Finance, HR, Admin, Legal). The remaining VPI departments — including Finance, Human Resources, Administration, and Legal — comprise 84 employees, none of whom hold active U.S. government security clearances. These departments do not perform classified work and do not require access to classified information. This group includes Derek Wainsborough, VPI's Chief Financial Officer, who does not hold a security clearance.
Board Members. VPI's Board of Directors includes one independent director, Adrienne Delacroix, who holds an active SECRET clearance. As a board member and not an employee of VPI, Ms. Delacroix is not included in the 212-employee cleared personnel count reflected in the tables above. Her clearance is noted here for completeness and because her status as a cleared board member is relevant to the proposed post-closing governance structure described in Section 8 below and in Exhibit H to the Notice.
5. Cleared Personnel by Facility Location
5.1 Location Distribution
VPI operates from two primary locations. The following table provides a breakdown of cleared personnel by facility location.
5.2 Notes on Facility Locations
Albuquerque, NM — 9200 Innovation Boulevard (Cleared Facility). The Albuquerque Facility is VPI's sole facility holding a Facility Security Clearance. The FCL is held at the SECRET level under CAGE Code 7VK92 and is administered by DCSA. The Albuquerque Facility houses VPI's GaN-on-SiC fabrication operations, classified engineering laboratories, classified test and characterization equipment, and the majority of VPI's cleared personnel. Of the 318 total employees stationed at the Albuquerque Facility, 174 (approximately 54.7%) hold active security clearances.
The Albuquerque Facility includes clean room Sections C-7 through C-12, which are designated as classified work areas with physical access restricted exclusively to appropriately cleared U.S. persons. Access to these sections is controlled through a combination of badge-based electronic access controls, cipher locks, and manned security checkpoints. All classified material processing, classified wafer fabrication, and classified device handling activities take place within these designated clean room sections. Classified document storage, classified computing terminals, and the facility's classified communications infrastructure are also located within the secured perimeter of the Albuquerque Facility.
Colorado Springs, CO — 7400 Ridgeline Parkway (Headquarters). VPI's corporate headquarters in Colorado Springs houses the company's executive leadership, a portion of its engineering staff, business development, and certain administrative functions. The Colorado Springs facility does not hold a separate FCL. However, the facility maintains a Sensitive Compartmented Information Facility ("SCIF") that has been accredited for classified discussions up to the TS/SCI level. The 38 cleared personnel based in Colorado Springs perform classified work through secure communications channels and through periodic travel to the Albuquerque Facility. Certain classified briefings, program reviews, and customer meetings involving cleared VPI personnel take place in the Colorado Springs SCIF. No classified manufacturing, fabrication, or material handling activities are conducted at the Colorado Springs location.
The concentration of cleared personnel at the Albuquerque Facility (174 of 212, or approximately 82.1%) is consistent with that facility's role as VPI's primary classified production and engineering center and the location of VPI's FCL.
6. Cleared Personnel by Program Affiliation
6.1 Program Distribution
The following table provides an anonymized breakdown of VPI's cleared personnel by their primary program affiliation among VPI's active DoD contracts. Personnel may support multiple programs concurrently; the table reflects each individual's primary assignment as determined by VPI's Program Management and Government Programs departments. No individual is double-counted in this table.
6.2 Notes on Program Affiliations
Anonymized Designations. The program designations "Alpha" through "Echo" are used within this Exhibit G solely for the purpose of anonymization and ease of reference. Actual contract numbers, program names, and contracting officer information are provided in Exhibit F to the Notice (Government Contracts Summary), which cross-references the anonymized designations used herein. CFIUS may review the Exhibit F cross-reference table to correlate program designations with specific contract instruments.
Aggregate Contract Backlog. VPI's aggregate government contract backlog across all 14 active DoD contracts and related subcontracts is approximately $193 million as of the date of this filing. This figure includes both funded and unfunded backlog and encompasses the full range of contract types (firm-fixed-price, cost-plus-fixed-fee, and time-and-materials) under which VPI performs classified work.
Export Control Classifications. VPI's products supporting the programs identified above include defense articles controlled under Category XI(a)(3) of the United States Munitions List ("USML") and subject to the International Traffic in Arms Regulations ("ITAR"), 22 C.F.R. Parts 120–130, as well as dual-use components classified under Export Control Classification Number ("ECCN") 3A001 of the Commerce Control List and subject to the Export Administration Regulations ("EAR"), 15 C.F.R. Parts 730–774. The applicability of ITAR and EAR controls to VPI's classified products is addressed in greater detail in Exhibit D (Technology Assessment) and Exhibit F (Government Contracts Summary) to the Notice.
TS/SCI Compartmented Access Requirements. TS/SCI compartmented access is required for certain aspects of Programs Alpha and Charlie due to the nature of the radar and missile defense applications to which VPI's GaN HEMT modules and transmit/receive ("T/R") modules contribute. Specifically, the performance parameters, signal processing algorithms, and electronic protection features of the end-use systems incorporate intelligence-derived threat data and system vulnerabilities that are classified at the SCI level. The 10 TS/SCI-cleared personnel assigned to Program Alpha and the 9 TS/SCI-cleared personnel assigned to Program Charlie have been read into the applicable compartments and are subject to the enhanced security and access protocols prescribed by the relevant program security classification guides and intelligence Community directives.
Program Delta — Subcontract Arrangement. Program Delta is performed by VPI as a subcontractor to Ironclad Defense Systems Inc. ("Ironclad"), which serves as the prime contractor to the U.S. Navy's Naval Sea Systems Command ("NAVSEA"). VPI's subcontract work under Program Delta involves the design and production of GaN-based power amplifier modules for integration into a naval electronic warfare system. VPI's 28 cleared personnel assigned to Program Delta operate under VPI's FCL and are subject to VPI's security program; Ironclad provides classified guidance, specifications, and program security classification guides to VPI under the terms of the subcontract's DD Form 254 (DoD Contract Security Classification Specification).
Cross-Program Support Personnel. The 30 cleared personnel classified as "Unassigned / cross-program support" include VPI's security staff, IT/cybersecurity personnel, and program management professionals who provide shared services across multiple classified programs and are not primarily assigned to any single program. These individuals are essential to the functioning of VPI's security infrastructure and classified computing environment and maintain the clearance levels necessary to support the full range of VPI's classified activities.
7. Clearance Processing and Administration
7.1 General Administration
All VPI personnel security clearances are processed, sponsored, and administered under VPI's FCL (CAGE Code 7VK92) in accordance with the NISPOM (32 C.F.R. Part 117) and applicable DCSA guidance. VPI's personnel security program is designed to ensure that only appropriately investigated and adjudicated U.S. persons are granted access to classified national security information at VPI's facilities and in connection with VPI's classified contracts.
7.2 FSO Responsibilities
The FSO, Col. (Ret.) Bryce Hendrickson, is responsible for the full scope of personnel security and facility security administration at VPI. Col. Hendrickson's specific responsibilities include, but are not limited to, the following:
(a) Clearance Application Management. Submitting and managing clearance applications, reinvestigation requests, and clearance upgrade requests through DCSA's National Industrial Security System ("NISS"), and coordinating with DCSA case managers on the status and resolution of pending investigations and adjudications.
(b) Security Briefings. Conducting initial security briefings for all newly cleared personnel, annual refresher briefings for all cleared employees, and debriefings for personnel whose clearances are being terminated, suspended, or downgraded. These briefings cover the obligations and responsibilities of cleared personnel under the NISPOM, including the requirements for protecting classified information, reporting obligations, and foreign travel and contact reporting.
(c) Classified Material Controls. Administering VPI's classified material and document control program, including the receipt, storage, reproduction, transmission, and destruction of classified documents and materials in accordance with the NISPOM and applicable classification management directives.
(d) Adverse Information and Incident Reporting. Reporting adverse information, suspicious contacts, foreign travel, and security incidents to DCSA in accordance with NISPOM reporting requirements, including the submission of adverse information reports, suspicious contact reports, and security violation reports through NISS.
(e) SF-86 Records and Continuous Evaluation. Maintaining records of Standard Form 86 ("SF-86") submissions for all cleared VPI personnel, tracking periodic reinvestigation timelines, and ensuring enrollment of cleared personnel in DCSA's Continuous Evaluation program, as applicable to the individual's clearance level and access.
(f) Visitor Access Control. Managing the visitor access request process for all visits to VPI's classified facilities by cleared personnel from government agencies, prime contractors, and other cleared entities, including the verification of clearance status and need-to-know determinations.
(g) Physical Security. Overseeing the physical security of VPI's classified work areas, including access controls, intrusion detection systems, and classified storage containers, and ensuring compliance with DCSA's physical security requirements for the Albuquerque Facility.
7.3 DCSA Oversight
VPI's security program is subject to routine DCSA security vulnerability assessments ("SVAs"), which are conducted by DCSA industrial security representatives on a periodic basis. These assessments evaluate VPI's compliance with the NISPOM across all elements of the industrial security program, including personnel security, physical security, information system security, and classification management. VPI's most recent SVA was completed satisfactorily, and VPI has no outstanding security violations, open corrective action items, or adverse DCSA findings as of the date of this filing.
VPI's classified information systems are also subject to assessment and authorization under the DCSA Assessment and Authorization Process ("DAAPM") and are operated in accordance with approved system security plans. All classified information system users among VPI's cleared personnel have completed the requisite information system security training and have signed the appropriate user acknowledgment agreements.
8. Impact of Proposed Transaction on Cleared Personnel
8.1 FOCI Considerations
The proposed acquisition of 100% of VPI's outstanding equity by Halcyon US Holdings (a wholly owned subsidiary of HSAG) will result in VPI becoming a foreign-owned, controlled, or influenced ("FOCI") entity within the meaning of the NISPOM. HSAG is a German corporation; accordingly, upon consummation of the Transaction, VPI will be under the ownership and control of a foreign parent entity, which triggers the requirement for FOCI mitigation under 32 C.F.R. Part 117 in order for VPI to maintain its FCL and to continue performing on classified U.S. government contracts.
The parties recognize that VPI's FCL at the SECRET level, and the ability of VPI's cleared workforce to continue performing classified work, are critical to VPI's ongoing business operations, to the continuity of supply for VPI's U.S. government customers, and to the national security interests of the United States. Accordingly, the parties are committed to implementing an appropriate FOCI mitigation framework that will preserve VPI's FCL and the classified program access of VPI's cleared personnel without interruption.
8.2 Proposed FOCI Mitigation Framework
VPI intends to maintain its FCL at the SECRET level following the closing of the Transaction. The parties propose that the National Security Agreement ("NSA") to be negotiated with CFIUS in connection with the Transaction will function as a Special Security Agreement ("SSA") equivalent under the NISPOM, providing the FOCI mitigation framework necessary to maintain VPI's FCL and to protect classified information and cleared personnel from unauthorized foreign access. The principal elements of the proposed NSA/SSA framework, as they relate to cleared personnel, are summarized below:
(a) Government Security Committee. The parties propose the reconstitution of VPI's Board of Directors to include three (3) Security Board Members, each of whom will be a U.S. citizen holding or eligible for a TS/SCI clearance and approved by DCSA. The Security Board Members will constitute the Government Security Committee ("GSC") of VPI's Board, which will have exclusive authority and responsibility over all matters relating to VPI's classified programs, personnel security, and facility security. The GSC will exercise its authority independently of HSAG's board designees and will be empowered to take all actions necessary to ensure VPI's compliance with the NISPOM, the terms of the NSA, and applicable classified contract requirements.
(b) Retention of FSO. The parties propose the retention of Col. (Ret.) Bryce Hendrickson as VPI's FSO following the closing of the Transaction, subject to the personnel continuity commitments described below. Col. Hendrickson's continuation in this role is intended to provide stability and continuity in VPI's security program administration during the post-acquisition transition period.
(c) Personnel Continuity Commitments. The parties propose personnel continuity commitments for the following key cleared personnel for a minimum period of 24 months following the closing of the Transaction, or, in the event of departure or unavailability, replacement with GSC- and DCSA-approved alternatives of equivalent qualification and clearance level:
(i) Dr. Nathan Trevorrow, Chief Executive Officer (TS/SCI);
(ii) Marissa Sung-Avila, Chief Operating Officer (SECRET); and
(iii) Col. (Ret.) Bryce Hendrickson, Vice President, Government Programs / FSO (TS/SCI).
(d) Prohibition on Foreign Person Access. The NSA will include a prohibition on access to classified information by HSAG personnel (who are non-U.S. persons) without prior DCSA and GSC approval. This prohibition will extend to all classified documents, classified systems, classified work areas, and classified discussions at VPI's facilities, and will be enforced through physical and procedural access controls administered by the FSO and the GSC.
(e) Physical and Logical Separation of IT Systems. The NSA will require physical and logical separation of VPI's information technology systems from HSAG's global corporate network. VPI's classified and unclassified information systems will be maintained independently and will not be connected to or accessible from HSAG's networks. VPI will maintain independent IT administration for all systems that process, store, or transmit classified information, and all such systems will continue to be operated in accordance with VPI's DCSA-approved system security plans.
(f) Visitation and Access Restrictions. The NSA will impose restrictions on visitation and access by HSAG personnel to VPI's classified areas, including specifically clean room Sections C-7 through C-12 at the Albuquerque Facility. HSAG personnel will be prohibited from entering VPI's classified work areas absent prior written approval by the GSC and DCSA, and any such visits will be subject to escort and access control requirements consistent with the NISPOM and the terms of the NSA.
8.3 Workforce Impact Assessment
VPI does not anticipate any reduction in cleared personnel as a result of the Transaction. The Transaction is structured as an acquisition of VPI's equity, and VPI will continue to operate as a going concern following the closing. VPI's classified programs, including Programs Alpha through Echo and the additional active DoD contracts identified in Section 6 above, will continue to be performed by VPI's existing cleared workforce under VPI's FCL, subject to the FOCI mitigation measures described above. The parties have not planned or authorized any post-closing reduction in force, facility closure, or program termination that would affect VPI's cleared personnel.
8.4 HSAG's Existing U.S. Operations
For completeness, the parties note that HSAG's existing U.S. subsidiary, Halcyon US Inc., located in Austin, Texas, with approximately 320 employees, does not perform classified work, does not hold an FCL, and employs no personnel who hold active U.S. government security clearances. Halcyon US Inc.'s operations are limited to the design and sale of commercial semiconductor products for telecommunications and automotive applications. VPI's classified operations and cleared workforce will remain organizationally and operationally distinct from Halcyon US Inc. following the closing of the Transaction.
9. Citizenship and Eligibility Confirmation
VPI hereby confirms that all 212 VPI employees identified in this Exhibit G as holding active U.S. government security clearances are United States citizens, as is required for the holding of a personnel security clearance under the NISPOM and applicable adjudicative guidelines. VPI has verified the citizenship status of each cleared employee through the personnel security processing administered by the FSO and documented in the relevant SF-86 submissions and DCSA investigation records.
VPI further confirms that no non-U.S. persons currently have access to classified information or classified areas at any VPI facility. VPI's access controls, which are administered by the FSO and the Facility Security & Compliance department, are designed to ensure that only appropriately cleared U.S. persons are granted access to classified work areas, classified information systems, and classified materials. All visitors to VPI's classified areas are subject to clearance and citizenship verification prior to access.
HSAG confirms that its proposed designees to the reconstituted VPI Board of Directors — other than the three proposed Security Board Members, who will be U.S. citizens holding or eligible for appropriate clearances — will not hold or access classified information. HSAG's board designees who are non-U.S. persons will be excluded from all classified discussions, classified program reviews, and classified board deliberations, and will not have access to VPI's classified facilities, classified systems, or classified materials, consistent with the terms of the proposed NSA and the requirements of the NISPOM.
10. Certifications
The information contained in this Exhibit G has been compiled by VPI's Facility Security Officer, Col. (Ret.) Bryce A. Hendrickson, based on VPI's official personnel security records maintained in connection with VPI's FCL (CAGE Code 7VK92). The information has been reviewed for accuracy and completeness by VPI's Chief Executive Officer, Dr. Nathan Trevorrow, and by VPI's counsel, Harrison Whitfield of Wethersfield & Gale LLP.
The undersigned hereby certify that the information set forth in this Exhibit G is accurate and complete in all material respects as of the date of filing (July 14, 2023), subject to the certifications and representations provided under 31 C.F.R. § 800.502 in the Certification Declarations filed contemporaneously with the joint voluntary notice in CFIUS Case No. CFIUS-023-07-3841.
Detailed personnel-level information — including full names, Social Security numbers, dates of birth, clearance investigation dates, clearance adjudication dates, polygraph records (where applicable), and specific program read-in and read-out records — for all 212 cleared VPI employees is maintained by VPI's FSO and is available for in camera review by authorized CFIUS personnel upon request. Any such request should be directed to the contacts identified below, and VPI and its counsel will arrange for the secure provision of such information in accordance with appropriate security protocols and consistent with the requirements of the NISPOM and applicable CFIUS staff procedures.
Contact Information for Further Inquiries:
Col. (Ret.) Bryce A. Hendrickson Vice President, Government Programs & Facility Security Officer Marlowe Asset Management Photonics Inc. 9200 Innovation Boulevard Albuquerque, NM 87113 Telephone: (505) 555-0147 Secure Telephone: (505) 555-0199 (STU-III/STE)
Email: bhendrickson@vanguardphotonics.com
Margaret "Peggy" Ashworth, Of Counsel National Security & CFIUS Practice Group Calderwood & Harkness LLP 1750 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-0312
Email: mashworth@calderwoodharkness.com
Marlowe Asset Management PHOTONICS INC.
By: ________
Name: Dr. Nathan Trevorrow
Title: Chief Executive Officer
Date: July 14, 2023
Marlowe Asset Management PHOTONICS INC.
By: ________
Name: Col. (Ret.) Bryce A. Hendrickson, USAF
Title: Vice President, Government Programs / Facility Security Officer
Date: July 14, 2023
WETHERSFIELD & GALE LLP Counsel to Marlowe Asset Management Photonics Inc.
By: ________
Name: Harrison Whitfield
Title: Partner
Date: July 14, 2023
CALDERWOOD & HARKNESS LLP Counsel to Halcyon Semiconductor Aktiengesellschaft
By: ________
Name: Margaret "Peggy" Ashworth
Title: Of Counsel
Date: July 14, 2023
Clearance Level | Number of Personnel | Percentage of Total Cleared Personnel | Percentage of Total VPI Workforce
TOP SECRET / SCI (TS/SCI) | 38 | 17.9% | 7.8%
TOP SECRET (TS) | 27 | 12.7% | 5.6%
SECRET | 147 | 69.3% | 30.2%
Total Cleared | 212 | 100.0% | 43.6%
Uncleared Employees | 274 | — | 56.4%
Total VPI Employees | 486 | — | 100.0%
Department / Function | TS/SCI | TS | SECRET | Total Cleared | Total Dept. Headcount | % Cleared
Government Programs & Business Development | 12 | 5 | 18 | 35 | 42 | 83.3%
Engineering — GaN Device Design | 8 | 7 | 34 | 49 | 87 | 56.3%
Engineering — RF/mmWave Systems | 6 | 4 | 22 | 32 | 51 | 62.7%
Manufacturing / Fab Operations (Albuquerque) | 4 | 3 | 38 | 45 | 112 | 40.2%
Test & Quality Assurance | 2 | 3 | 16 | 21 | 54 | 38.9%
Program Management | 4 | 3 | 10 | 17 | 28 | 60.7%
Information Technology / Cybersecurity | 1 | 1 | 5 | 7 | 19 | 36.8%
Facility Security & Compliance | 1 | 1 | 2 | 4 | 5 | 80.0%
Executive Leadership | 0 | 0 | 2 | 2 | 4 | 50.0%
Other (Finance, HR, Admin, Legal) | 0 | 0 | 0 | 0 | 84 | 0.0%
Total | 38 | 27 | 147 | 212 | 486 | 43.6%
Location | TS/SCI | TS | SECRET | Total Cleared | Total Employees at Location
Albuquerque, NM (9200 Innovation Blvd.) — Fab / Cleared Facility | 31 | 22 | 121 | 174 | 318
Colorado Springs, CO (7400 Ridgeline Pkwy.) — Headquarters | 7 | 5 | 26 | 38 | 168
Total | 38 | 27 | 147 | 212 | 486
Program / Contract (Anonymized Reference) | Contracting Agency | Classification Level | TS/SCI | TS | SECRET | Total Cleared Assigned
Program Alpha — GaN HEMT modules for AN/TPS-80 radar | U.S. Army PEO IEW&S | SECRET (with TS/SCI compartments) | 10 | 6 | 28 | 44
Program Bravo — Next-gen mmWave power amplifiers | U.S. Air Force Research Laboratory (AFRL) | SECRET | 5 | 4 | 24 | 33
Program Charlie — GaN-based T/R modules for missile defense | Missile Defense Agency (MDA) | SECRET (with TS/SCI compartments) | 9 | 5 | 18 | 32
Program Delta — Subcontract via Ironclad Defense Systems Inc. | U.S. Navy NAVSEA (prime contractor) | SECRET | 4 | 3 | 21 | 28
Program Echo — Border surveillance RF components | DHS S&T | SECRET | 2 | 2 | 12 | 16
Other active DoD contracts (9 additional programs) | Various | SECRET | 3 | 4 | 22 | 29
Unassigned / cross-program support (security, IT, PM) | N/A | Various | 5 | 3 | 22 | 30
Total | 38 | 27 | 147 | 212

EXHIBIT G

Record

Parties

Dates

Amounts