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ANNEX A — DEFINITIONS

to the

NATIONAL SECURITY AGREEMENT

(NSA-2024-0019)

Dated January 19, 2024

among

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

HALCYON US HOLDINGS INC.

Marlowe Asset Management PHOTONICS INC.

and

THE UNITED STATES OF AMERICA, acting through the U.S. Department of the Treasury, the U.S. Department of Defense, and the U.S. Department of Energy

In connection with CFIUS Case No. CFIUS-023-07-3841

INTRODUCTORY PROVISIONS

This Annex A is attached to and incorporated by reference into the National Security Agreement executed on January 19, 2024, bearing docket reference NSA-2024-0019 (the "Agreement"), by and among Halcyon Semiconductor Aktiengesellschaft ("HSAG"), Halcyon US Holdings Inc. ("Halcyon US Holdings"), Marlowe Asset Management Photonics Inc. ("VPI"), and the United States of America, acting through the U.S. Department of the Treasury, the U.S. Department of Defense, and the U.S. Department of Energy, in connection with CFIUS Case No. CFIUS-023-07-3841.

Capitalized terms used throughout the Agreement and its Annexes (Annex B through Annex F) and in the Third-Party Compliance Monitor Agreement shall have the meanings set forth in this Annex A, unless otherwise defined in the applicable Annex or the context in which such term is used requires otherwise. In the event of any conflict between a definition set forth in this Annex A and a definition set forth in another Annex, the definition set forth in the other Annex shall govern solely with respect to that Annex.

The headings contained in this Annex A and throughout the Agreement are for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of any provision of this Annex A or the Agreement.

Terms defined in the singular shall include the plural and vice versa. References to gender shall include all genders. The use of any pronoun or other form of reference shall be deemed to include the masculine, feminine, and neuter, as applicable.

The general interpretive principles set forth in Section 1.1 of the Agreement apply to this Annex A and to all defined terms herein. In the event of any ambiguity in the meaning of a defined term, such ambiguity shall be resolved in a manner consistent with the purposes of the Agreement, including the protection of the national security of the United States.

DEFINED TERMS

The following defined terms are set forth in alphabetical order and shall apply throughout the Agreement, all Annexes, and the Third-Party Compliance Monitor Agreement, except as otherwise expressly provided:

"Acquiror" means Halcyon Semiconductor Aktiengesellschaft, an Aktiengesellschaft (public stock corporation) organized and existing under the laws of the Federal Republic of Germany, registered under commercial register number HRB 28416 at the Amtsgericht (Local Court) Dresden, with its principal offices located at Industriestraße 44, 01099 Dresden, Saxony, Germany (XETRA ticker symbol: HLC; Legal Entity Identifier: 5299007KXQ2M4GHILZ38), together with its successors and permitted assigns under the Agreement. For the avoidance of doubt, all references to the "Acquiror" in this Agreement refer solely to Halcyon Semiconductor Aktiengesellschaft in its corporate capacity, and not to any individual officer, director, or employee thereof, except as the context may otherwise require.

"Acquiror Designee" means each of the two (2) members of the Board of Directors of the U.S. Business who are designated by the Acquiror or the Acquisition Vehicle to serve on such Board, and who are not Security Board Members. The Acquiror Designees shall be subject to the access restrictions set forth in Section 5 of the Agreement, Annex C, and Annex F, including without limitation the prohibition on access to Classified Information, Controlled Technical Data, and classified program briefings. The Acquiror Designees shall not be eligible to serve on the Government Security Committee and shall not participate in any Board deliberations relating to Classified Contracts, classified programs, or matters involving Controlled Technical Data.

"Acquisition" means the acquisition by the Acquisition Vehicle of one hundred percent (100%) of the outstanding equity interests of the U.S. Business, including all issued and outstanding shares of common stock, preferred stock, and any other equity securities or convertible instruments, pursuant to the terms and conditions of the Stock Purchase Agreement dated June 10, 2023, as described in the joint voluntary notice filed with CFIUS on July 14, 2023.

"Acquisition Vehicle" means Halcyon US Holdings Inc., a corporation organized under the laws of the State of Delaware on June 5, 2023, with its registered agent at National Registered Agents of Delaware, 160 Greentree Drive, Suite 101, Dover, Delaware 19904, and bearing Employer Identification Number (EIN) 93-2841067. The Acquisition Vehicle is the direct parent entity of the U.S. Business following consummation of the Acquisition and was formed solely for the purpose of effecting the Acquisition. The Acquisition Vehicle is an indirect wholly owned subsidiary of the Acquiror.

"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to control another Person if the first Person owns or controls more than fifty percent (50%) of the voting equity interests of the second Person. Notwithstanding the foregoing, for purposes of this Agreement, the U.S. Business shall not be deemed an Affiliate of the Acquiror for purposes of access to Classified Information or Controlled Technical Data. The U.S. Business's obligations under this Agreement are independent of its status as an Affiliate of the Acquiror or the Acquisition Vehicle, and no provision of this Agreement shall be construed to permit the Acquiror or any of its Affiliates (other than the U.S. Business itself) to access Classified Information or Controlled Technical Data by virtue of any Affiliate relationship.

"Agreement" means the National Security Agreement (NSA-2024-0019) dated January 19, 2024, by and among the Acquiror, the Acquisition Vehicle, the U.S. Business, and the U.S. Government Parties, including all Annexes attached thereto (Annex A through Annex F) and all exhibits, schedules, and appendices incorporated therein by reference, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with Section 14 of the Agreement. References to the "Agreement" shall be deemed to include all such Annexes and attachments, unless the context specifically indicates otherwise.

"Annual Compliance Report" means the annual written report prepared by the Third-Party Monitor and submitted to the Monitoring Agencies in accordance with Section 9 of the Agreement and the template set forth in Annex E. Each Annual Compliance Report shall cover the U.S. Business's compliance with all obligations under this Agreement during the applicable reporting period, which shall run from January 1 through December 31 of each calendar year (except that the first reporting period shall commence on the Effective Date and run through December 31, 2024). The Annual Compliance Report shall include, at a minimum, the elements specified in Section 9.3 of the Agreement and shall be submitted no later than March 31 of the year following the applicable reporting period.

"Applicable Law" means all applicable federal, state, and local statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, licenses, and governmental requirements of the United States of America, including without limitation the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), the National Industrial Security Program Operating Manual (NISPOM, 32 C.F.R. Part 117), the Atomic Energy Act of 1954 (as amended), Executive Order 13526, all regulations promulgated by the Committee on Foreign Investment in the United States under 31 C.F.R. Parts 800 and 802, and all directives, guidance, and instructions issued by DCSA, DDTC, the Bureau of Industry and Security, the Department of Energy, and any other competent U.S. governmental authority having jurisdiction over the U.S. Business's operations, products, or services. References to any particular statute, regulation, or requirement shall include all amendments, supplements, successor provisions, and implementing regulations in effect from time to time.

"Board" or "Board of Directors" means the board of directors of the U.S. Business as reconstituted pursuant to Section 4 of the Agreement and the governance provisions of Annex C. The Board shall consist of five (5) members: three (3) Security Board Members and two (2) Acquiror Designees. The composition, quorum requirements, voting procedures, and authority of the Board are set forth in Annex C.

"Business Day" means any day other than (i) a Saturday, (ii) a Sunday, or (iii) a day on which banking institutions located in New York, New York or Washington, D.C. are authorized or required by Applicable Law or executive order to close or be closed. If any period of time expressed in Business Days would otherwise end on a day that is not a Business Day, such period shall be extended to the next succeeding Business Day.

"CAGE Code" means the Commercial and Government Entity Code assigned to the U.S. Business by the Defense Logistics Agency under the procedures set forth in Defense Federal Acquisition Regulation Supplement (DFARS) Subpart 204.72. The CAGE Code currently assigned to the U.S. Business is 7VK92. The U.S. Business shall not change, surrender, or permit the cancellation of its CAGE Code without the prior written consent of the Monitoring Agencies.

"CFIUS" means the Committee on Foreign Investment in the United States, an interagency committee of the United States government chaired by the U.S. Department of the Treasury, established pursuant to Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) (50 U.S.C. § 4565), and the regulations promulgated thereunder at 31 C.F.R. Parts 800 and 802, together with any successor committee, body, or authority exercising substantially similar jurisdiction.

"CFIUS Case Number" means Case No. CFIUS-023-07-3841, the unique case identifier assigned by CFIUS in connection with its review and investigation of the Acquisition, as initiated by the joint voluntary notice filed by the Acquiror and the U.S. Business on July 14, 2023. All correspondence, submissions, filings, and communications relating to the Acquisition and this Agreement shall reference this CFIUS Case Number.

"Classified Contracts" means all contracts, subcontracts, purchase orders, task orders, delivery orders, blanket purchase agreements, basic ordering agreements, and any other binding or obligating instruments between the U.S. Business and any U.S. Government Agency (or prime contractor acting on behalf of a U.S. Government Agency) that require access to Classified Information for their performance, including without limitation the contracts identified in Exhibit F to the Joint Voluntary Notice filed with CFIUS on July 14, 2023. The term "Classified Contracts" includes contracts classified at the CONFIDENTIAL, SECRET, and TOP SECRET levels, as well as contracts requiring access to Sensitive Compartmented Information (SCI).

"Classified Facility" means any facility of the U.S. Business that is accredited by DCSA (or any successor agency) to store, process, discuss, or otherwise handle Classified Information, including without limitation the fabrication facility located at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113 (specifically, clean room Sections C-7 through C-12 and the adjacent SCIF in Building 3, Room 302), which currently holds a Facility Security Clearance at the SECRET level. The term also includes any future facility of the U.S. Business that receives accreditation to handle Classified Information during the term of this Agreement.

"Classified Information" means information that has been determined pursuant to Executive Order 13526 (or any successor executive order) or the Atomic Energy Act of 1954, as amended (42 U.S.C. § 2011 et seq.), to require protection against unauthorized disclosure in the interest of national security, and that is marked or otherwise designated as CONFIDENTIAL, SECRET, or TOP SECRET, including information classified at the TOP SECRET/Sensitive Compartmented Information (TS/SCI) level. The term includes all "classified information" as defined in 32 C.F.R. Part 117 (the NISPOM), all Restricted Data and Formerly Restricted Data as defined in the Atomic Energy Act of 1954, and all information subject to Special Access Programs (Saps) in which the U.S. Business participates or may participate during the term of this Agreement.

"Clearance Letter" means the letter dated January 26, 2024, issued by the U.S. Department of the Treasury, acting in its capacity as Chair of CFIUS, confirming that CFIUS has concluded its review and investigation of the Acquisition pursuant to 50 U.S.C. § 4565(b) and the regulations at 31 C.F.R. Part 800, and that, as mitigated by the terms and conditions of this Agreement, the Acquisition does not present unresolved national security concerns. The Clearance Letter grants safe harbor to the Acquisition pursuant to 50 U.S.C. § 4565(b)(1)(D), provided that all Parties remain in compliance with the terms of this Agreement.

"Closing" means the closing of the Acquisition, which occurred on February 9, 2024, at 10:00 a.m. Eastern Time, at the offices of Durneval & Weston LLP, 555 Twelfth Street NW, Washington, D.C. 20004, at which time all conditions to the Closing set forth in Article VII of the Stock Purchase Agreement were satisfied or waived and the transfer of equity interests in the U.S. Business to the Acquisition Vehicle was consummated.

"Controlled Technical Data" means (i) "technical data" as defined in ITAR § 120.33 (22 C.F.R. § 120.33) that is controlled under the United States Munitions List (USML), (ii) "technology" as defined in EAR § 772.1 (15 C.F.R. § 772.1) that is controlled under the Commerce Control List (CCL), and (iii) any other technical information relating to the U.S. Business's products, processes, services, or research and development activities that is controlled under the export control laws or regulations of the United States, including items classified under ITAR Category XI(a)(3), EAR Export Control Classification Numbers (ECCNs) 3A001, 3A991, and 3E001, and any other applicable USML categories or ECCNs. Without limiting the generality of the foregoing, the term "Controlled Technical Data" includes engineering drawings, design specifications, process sheets, test data, test results, manufacturing know-how, manufacturing process parameters, failure analysis reports, reliability data, and design data relating to the U.S. Business's gallium-nitride (GaN) power amplifier chips, high-electron-mobility transistor (HEMT) designs, millimeter-wave (mmWave) power amplifier architectures, monolithic microwave integrated circuit (MMIC) layouts, and related epitaxial growth processes and die-level screening methodologies.

"Cybersecurity Annex" means Annex D to this Agreement, which sets forth the cybersecurity requirements applicable to the U.S. Business, including compliance with the cybersecurity standards set forth in NIST SP 800-171, the obligation to conduct annual independent penetration testing of the U.S. Business's information systems, incident reporting protocols for Cybersecurity Incidents, and the requirement to maintain network separation between the U.S. Business's information systems and the HSAG Global Network.

"Cybersecurity Incident" means any event that actually or potentially jeopardizes the confidentiality, integrity, or availability of the U.S. Business's information systems, networks, or the information stored, processed, or transmitted by such systems, including without limitation unauthorized access to information systems, data exfiltration or unauthorized data transfer, deployment of malicious software (including ransomware, spyware, or other malware), denial-of-service attacks, unauthorized modification or destruction of data, or any compromise or suspected compromise of Classified Information, Controlled Technical Data, or the personal information of holders of personnel security clearances. Notwithstanding the foregoing, the term "Cybersecurity Incident" excludes routine scanning or probing activity originating from external sources that does not result in unauthorized access to, or compromise of, any information system, data, or network of the U.S. Business.

"DCSA" means the Defense Counterintelligence and Security Agency of the U.S. Department of Defense, the successor agency to the Defense Security Service (DSS), or any successor agency thereto that is responsible for the administration of the National Industrial Security Program.

"DDTC" means the Directorate of Defense Trade Controls of the U.S. Department of State, Bureau of Political-Military Affairs, or any successor office or bureau responsible for the administration of the ITAR.

"DDTC Registration" means the U.S. Business's registration with the Directorate of Defense Trade Controls under Part 122 of the ITAR (22 C.F.R. Part 122), currently bearing Registration No. M-24817, as such registration may be amended, renewed, or otherwise modified from time to time. The U.S. Business shall maintain its DDTC Registration in good standing at all times during the term of this Agreement and shall promptly notify the Monitoring Agencies of any amendments, renewals, or changes to such registration.

"DoD" means the United States Department of Defense, including all military departments, defense agencies, DoD field activities, and any other organizational entity within the Department of Defense.

"DOE" means the United States Department of Energy, including the National Nuclear Security Administration (NNSA) and any other organizational entity within the Department of Energy.

"EAR" means the Export Administration Regulations, 15 C.F.R. Parts 730–774, as administered by the Bureau of Industry and Security (BIS) of the U.S. Department of Commerce, as amended, supplemented, or superseded from time to time.

"ECCN" means an Export Control Classification Number assigned to items listed on the Commerce Control List (CCL) maintained by the Bureau of Industry and Security (BIS) of the U.S. Department of Commerce under the Export Administration Regulations. An ECCN identifies the category, product group, and specific control reason applicable to a particular item, technology, or software.

"Effective Date" means January 19, 2024, the date on which this Agreement was duly executed and delivered by all Parties hereto. Except as otherwise expressly provided in the Agreement, all obligations of the Parties under this Agreement shall commence on the Effective Date and shall continue until the termination of this Agreement in accordance with Section 13 hereof.

"Escrow Agent" means Pinnacle Trust Company, N.A., a national banking association with offices at 400 South LaSalle Street, Suite 1100, Chicago, Illinois 60605, acting as escrow agent under the Escrow Agreement dated June 10, 2023 (the "Escrow Agreement"), entered into in connection with the Acquisition. The Escrow Agent holds the Escrow Amount (as defined in the Stock Purchase Agreement) pending satisfaction of the applicable release conditions.

"Existing U.S. Subsidiary" means Halcyon US Inc., a corporation organized under the laws of the State of Delaware, with its principal offices located at 11501 Alterra Parkway, Suite 300, Austin, Texas 78758, bearing Employer Identification Number (EIN) 81-3056429. The Existing U.S. Subsidiary is the Acquiror's existing U.S.-based fabless semiconductor design center, which does not hold a Facility Security Clearance, does not perform classified work, and does not have access to Classified Information or ITAR-controlled technical data. The Existing U.S. Subsidiary is not a party to this Agreement and shall not be merged, combined, or otherwise integrated with the U.S. Business without the prior written consent of the Monitoring Agencies and compliance with the Pre-Notification Obligation.

"Facility Access Procedures" means the procedures set forth in Annex F to this Agreement governing physical and logical access by the Acquiror's personnel, Acquiror Designees, representatives of the Acquiror's Affiliates, and other Non-U.S. Persons to the U.S. Business's facilities, including the Classified Facility. The Facility Access Procedures include visitor pre-approval requirements, escort protocols, access badge management, restricted area designation, and electronic access logging requirements.

"Facility Security Clearance" or "FCL" means the facility security clearance granted to the U.S. Business by the Defense Counterintelligence and Security Agency (DCSA) under the National Industrial Security Program (NISP), as set forth in 32 C.F.R. Part 117 (the NISPOM). The U.S. Business currently holds a Facility Security Clearance at the SECRET level for the Classified Facility located at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113. The U.S. Business shall take all actions necessary to maintain its Facility Security Clearance in good standing during the term of this Agreement.

"Facility Security Officer" or "FSO" means the individual designated by the U.S. Business as its Facility Security Officer in accordance with the requirements of the NISPOM (32 C.F.R. Part 117). The FSO is responsible for the day-to-day management of the U.S. Business's industrial security program, including oversight of Classified Information handling, personnel security clearance processing, security education and awareness, Classified Facility security, and reporting to DCSA. The current FSO is Col. (Ret.) Bryce Hendrickson, USAF, who holds an active personnel security clearance at the TOP SECRET/Sensitive Compartmented Information (TS/SCI) level.

"FOCI" means foreign ownership, control, or influence, as that term is described in 32 C.F.R. § 117.11 (or any successor provision) of the National Industrial Security Program Operating Manual (NISPOM). FOCI exists when a reasonable basis exists to conclude that the nature and extent of FOCI is such that a foreign interest has the capability of adversely affecting the safeguarding of classified information or may not be in the best interest of national security.

"Government Security Committee" or "GSC" means the committee of the Board of Directors of the U.S. Business established pursuant to Section 4.3 of the Agreement and the governance provisions of Annex C. The Government Security Committee shall be composed exclusively of the three (3) Security Board Members and shall have exclusive authority and responsibility over: (i) all Classified Contracts and classified programs of the U.S. Business, including the negotiation, execution, performance, and close-out of such contracts and programs; (ii) all ITAR-controlled programs and activities of the U.S. Business; (iii) personnel security matters, including the sponsorship of personnel security clearance applications, the recommendation of adjudicative actions, and the management of access to Classified Information; (iv) Facility Security Clearance matters, including the maintenance, upgrade, downgrade, or termination of the FCL; (v) compliance with the Technology Control Plan and all related export control obligations; and (vi) any other matters relating to the U.S. Business's obligations under this Agreement that involve Classified Information, Controlled Technical Data, or the national security interests of the United States. The Acquiror Designees shall not attend GSC meetings or receive GSC meeting materials, agendas, or minutes without the prior written consent of the Monitoring Agencies.

"HSAG Global Network" means the Acquiror's enterprise information technology network, including all servers, cloud computing infrastructure, email systems, messaging platforms, data storage systems, backup systems, and communication systems used by the Acquiror and its Affiliates (other than the U.S. Business), wherever located, including systems located in the Federal Republic of Germany, the People's Republic of China, the Republic of Singapore, and any other jurisdiction in which the Acquiror or its Affiliates operate. The U.S. Business's information systems shall be physically and logically segregated from the HSAG Global Network at all times, in accordance with the requirements of Annex D.

"Incident Report" means a written report of a Cybersecurity Incident prepared and submitted by the U.S. Business to DCSA and the Monitoring Agencies within seventy-two (72) hours of the discovery or identification of such Cybersecurity Incident, in accordance with Section 7.4 of the Agreement and the reporting protocols set forth in Annex D. Each Incident Report shall contain, at a minimum, the information specified in Section 4.2 of Annex D.

"Independent Security Director" means the Security Board Member who is independent of both the Acquiror (and all of its Affiliates) and the former shareholders of the U.S. Business, and who meets all of the independence and clearance eligibility requirements set forth in Annex C. The Independent Security Director shall have no prior employment, consulting, or financial relationship with the Acquiror, the Acquisition Vehicle, or any Affiliate of the Acquiror (other than service as the Independent Security Director), and shall hold or be eligible to hold a personnel security clearance at the TS/SCI level. The Independent Security Director shall be appointed in accordance with the procedures set forth in Section 3.2 of Annex C and shall be subject to approval by DCSA and the Monitoring Agencies.

"ITAR" means the International Traffic in Arms Regulations, 22 C.F.R. Parts 120–130, as administered by the Directorate of Defense Trade Controls (DDTC) of the U.S. Department of State, as amended, supplemented, or superseded from time to time. The ITAR implements the Arms Export Control Act (22 U.S.C. § 2778) and regulates the export and temporary import of defense articles and defense services.

"Key Personnel" means each of the following individuals, who are critical to the U.S. Business's operations, national security programs, and compliance with this Agreement, and who must remain employed by the U.S. Business on a full-time basis for a minimum of twenty-four (24) months following the Closing Date (i.e., until no earlier than February 9, 2026), or until a replacement approved in writing by the Government Security Committee and DCSA is duly appointed and has assumed the responsibilities of the departing Key Personnel:

(i) Dr. Nathan Trevorrow, Founder and Chief Executive Officer of the U.S. Business, who holds an active personnel security clearance at the TOP SECRET/Sensitive Compartmented Information (TS/SCI) level;

(ii) Marissa Sung-Avila, President and Chief Operating Officer of the U.S. Business, who holds an active personnel security clearance at the SECRET level; and

(iii) Col. (Ret.) Bryce Hendrickson, USAF, Vice President, Government Programs, and Facility Security Officer of the U.S. Business, who holds an active personnel security clearance at the TOP SECRET/Sensitive Compartmented Information (TS/SCI) level.

Any proposed change in Key Personnel shall be subject to the Pre-Notification Obligation and shall require the prior written approval of the Government Security Committee and DCSA.

"Material Change" means any change, event, or development that would materially affect the U.S. Business's operations, ownership structure, governance, security posture, or ability to perform its obligations under this Agreement, including without limitation:

(i) any divestiture, sale, transfer, license, or other disposition of all or a material portion of the U.S. Business's assets, including Controlled Technical Data, U.S. Patents, or Trade Secrets;

(ii) entry into any new subcontract, teaming arrangement, joint venture, partnership, or other collaborative arrangement with a foreign person or entity, or the modification of any existing such arrangement;

(iii) any change in Key Personnel, including the resignation, termination, reassignment, or incapacity of any Key Personnel;

(iv) any change to the U.S. Business's Facility Security Clearance, including any upgrade, downgrade, suspension, or revocation thereof;

(v) any change to the U.S. Business's DDTC Registration, including any amendment, renewal, suspension, or revocation thereof;

(vi) any relocation, expansion, or closure of the Classified Facility or any other facility of the U.S. Business at which Classified Information or Controlled Technical Data is stored, processed, or handled;

(vii) any merger, consolidation, reorganization, restructuring, or recapitalization of the U.S. Business, or any change in the ownership or control of the Acquisition Vehicle; and

(viii) any actual or threatened litigation, investigation, enforcement action, or proceeding by any governmental authority relating to the U.S. Business's compliance with Applicable Law.

"Monitoring Agencies" means, collectively, the U.S. Department of the Treasury (acting through its Office of Investment Security), the U.S. Department of Defense (acting through such office or official as the Secretary of Defense may designate), and the U.S. Department of Energy (acting through such office or official as the Secretary of Energy may designate), in their capacities as the agencies responsible for monitoring compliance with this Agreement. With respect to Facility Security Clearance matters and industrial security compliance, the term "Monitoring Agencies" shall also include the Defense Counterintelligence and Security Agency (DCSA). Any reference in this Agreement to action by the "Monitoring Agencies" shall mean action taken with the concurrence of all Monitoring Agencies, unless the Agreement expressly permits action by fewer than all Monitoring Agencies.

"Monitor Fee" means the annual fee of One Million Two Hundred Thousand Dollars ($1,200,000.00) payable by the Acquiror to the Third-Party Monitor in consideration of the Third-Party Monitor's services under this Agreement and the Third-Party Compliance Monitor Agreement. The Monitor Fee shall be payable in equal quarterly installments of Three Hundred Thousand Dollars ($300,000.00) per quarter, due on the first Business Day of each calendar quarter, commencing on the first Business Day following the Effective Date. The Monitor Fee shall be subject to adjustment on each anniversary of the Effective Date to reflect changes in the Consumer Price Index for All Urban Consumers (CPI-U), as published by the Bureau of Labor Statistics, in accordance with the adjustment mechanism set forth in Section 6.2 of the Third-Party Compliance Monitor Agreement. The Acquiror shall bear all costs and expenses associated with the Monitor Fee.

"NISPOM" means the National Industrial Security Program Operating Manual, as codified at 32 C.F.R. Part 117 (or any successor regulation), which establishes the requirements for the protection of classified information disclosed to, or generated by, contractors, licensees, grantees, and certificate holders of the United States government.

"NIST SP 800-171" means the National Institute of Standards and Technology Special Publication 800-171, entitled "Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations," including all revisions, amendments, and any successor publications thereto, which sets forth the cybersecurity standards applicable to the U.S. Business's unclassified information systems under Annex D. As of the Effective Date, the applicable version is NIST SP 800-171 Revision 2 (February 2020). The U.S. Business shall comply with any updated or superseded version of NIST SP 800-171 within the implementation timeline specified by Annex D or as otherwise directed by the Monitoring Agencies.

"Non-U.S. Person" means (i) any natural person who is not a citizen of the United States and who is not a lawful permanent resident of the United States (as defined in 8 U.S.C. § 1101(a)(20)), and (ii) any entity that is organized under the laws of a country other than the United States or that is owned or controlled by one or more individuals or entities described in clause (i), in each case as determined under the definitions set forth in ITAR § 120.62 (22 C.F.R. § 120.62) and EAR § 772.1 (15 C.F.R. § 772.1). For purposes of this Agreement, the term "Non-U.S. Person" includes without limitation any foreign government, foreign governmental agency, international organization, or any representative thereof.

"Notice" means any notice, request, demand, consent, approval, waiver, or other communication required or permitted to be given under this Agreement, which shall be delivered in accordance with the notice provisions set forth in Section 15 of the Agreement. All Notices shall be in writing and shall be deemed duly given when delivered by hand, by nationally recognized overnight courier, or by registered or certified mail (return receipt requested), to the addresses specified in Section 15 of the Agreement, or to such other address as a Party may designate by Notice given in accordance with Section 15.

"Parties" means, collectively, the Acquiror, the Acquisition Vehicle, the U.S. Business, and the U.S. Government Parties. Each of the foregoing is individually referred to as a "Party." For the avoidance of doubt, the Third-Party Monitor is not a Party to this Agreement, although the Third-Party Monitor has certain rights and obligations as set forth in Section 9 of this Agreement and the Third-Party Compliance Monitor Agreement.

"Penalty Provisions" means the remedies available to the U.S. Government Parties in the event of a breach or violation of any provision of this Agreement, as set forth in Section 12.3 of the Agreement, including without limitation: (i) the imposition of civil monetary penalties of up to Two Hundred Fifty Thousand Dollars ($250,000.00) per violation per day for each day that such violation continues; (ii) the right to seek temporary, preliminary, or permanent injunctive relief in any court of competent jurisdiction to compel compliance with the terms of this Agreement; and (iii) the right to require the mandatory divestiture of the U.S. Business by the Acquiror and the Acquisition Vehicle on such terms and conditions as the U.S. Government Parties may determine, in consultation with CFIUS, to be necessary to protect the national security of the United States. The Penalty Provisions are cumulative and are in addition to, and not in lieu of, any other rights or remedies available to the U.S. Government Parties at law or in equity.

"Person" means any natural person, corporation, partnership, limited partnership, limited liability company, limited liability partnership, joint venture, trust, estate, unincorporated association, Aktiengesellschaft, Gesellschaft mit beschränkter Haftung, societas Europaea, governmental entity (including any federal, state, local, or foreign government or any governmental agency, authority, or instrumentality), or any other legal entity, whether domestic or foreign.

"Pre-Notification Obligation" means the obligation of the Acquiror and the U.S. Business, jointly and severally, to notify CFIUS and the Monitoring Agencies in writing at least thirty (30) calendar days prior to any Material Change, as set forth in Section 11 of the Agreement. The Pre-Notification Obligation requires the submission of a detailed written notice describing the proposed Material Change, the rationale therefor, the anticipated timeline for implementation, and an assessment of any potential impact on the U.S. Business's compliance with this Agreement. No Material Change shall be implemented until the expiration of the thirty (30)-day notice period, unless the Monitoring Agencies provide earlier written confirmation that they have no objection to the proposed Material Change.

"Security Board Member" means each of the three (3) members of the Board of Directors of the U.S. Business who satisfy all of the following requirements: (i) such member is a citizen of the United States; (ii) such member holds or is eligible to hold a personnel security clearance at the TOP SECRET/Sensitive Compartmented Information (TS/SCI) level; (iii) such member has been approved by DCSA and the Monitoring Agencies to serve in such capacity; and (iv) such member serves on the Government Security Committee. The initial Security Board Members shall be:

(a) Col. (Ret.) Bryce Hendrickson, USAF;

(b) Adrienne Delacroix; and

(c) the Independent Security Director, to be appointed in accordance with the procedures set forth in Section 3.2 of Annex C no later than sixty (60) days following the Effective Date.

Any replacement or successor Security Board Member shall satisfy all of the requirements set forth in clauses (i) through (iv) above and shall be subject to the prior written approval of DCSA and the Monitoring Agencies.

"Security Director" — See "Independent Security Director."

"Stock Purchase Agreement" or "SPA" means the Stock Purchase Agreement dated June 10, 2023, by and among the Acquiror, the Acquisition Vehicle, and the shareholders of the U.S. Business identified on Schedule 1 thereto, pursuant to which the Acquiror agreed to acquire, through the Acquisition Vehicle, one hundred percent (100%) of the outstanding equity interests of the U.S. Business for a base purchase price of One Billion Four Hundred Twenty Million Dollars ($1,420,000,000.00), subject to customary purchase price adjustments for working capital, net debt, and transaction expenses as set forth therein.

"Technology Control Plan" or "TCP" means the plan set forth in Annex B to this Agreement, which establishes the procedures, protocols, and restrictions governing the access to, use of, storage of, dissemination of, and transfer of Controlled Technical Data. The Technology Control Plan prohibits the transfer of Controlled Technical Data to any Non-U.S. Person without prior written authorization from the appropriate U.S. government authority (i.e., the Directorate of Defense Trade Controls (DDTC) for ITAR-controlled items and the Bureau of Industry and Security (BIS) for EAR-controlled items). The Technology Control Plan includes provisions governing physical security measures, electronic access controls, visitor management protocols, and training requirements for U.S. Business personnel who handle Controlled Technical Data.

"Third-Party Compliance Monitor Agreement" means that certain agreement between the Acquiror and Whitmore Compliance Group LLC, dated as of January 19, 2024, which governs the engagement, scope of work, responsibilities, independence, conflicts of interest, compensation, insurance, confidentiality, and reporting obligations of the Third-Party Monitor in connection with its duties under Section 9 of this Agreement. The Third-Party Compliance Monitor Agreement has been reviewed and approved by the Monitoring Agencies.

"Third-Party Monitor" means Whitmore Compliance Group LLC, a limited liability company organized under the laws of the State of Delaware, with its principal offices located at 1300 Crystal Drive, Suite 710, Arlington, Virginia 22202, represented by its principal, Gerald Whitmore (holder of an active personnel security clearance at the TOP SECRET/Sensitive Compartmented Information (TS/SCI) level, and formerly assigned to the Federal Bureau of Investigation, Counterintelligence Division). The Third-Party Monitor was appointed by the Parties and approved by CFIUS on December 8, 2023, to conduct annual compliance audits, ad hoc compliance reviews, unannounced site inspections, and incident investigations, and to prepare and submit to the Monitoring Agencies the Annual Compliance Report, interim compliance reports, and such other reports as may be required, all in accordance with Section 9 of this Agreement and the Third-Party Compliance Monitor Agreement. The Third-Party Monitor shall maintain its independence from the Acquiror, the Acquisition Vehicle, and the U.S. Business at all times, as set forth in the Third-Party Compliance Monitor Agreement.

"Trade Secrets" means trade secrets of the U.S. Business as defined under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.) and applicable state law (including the Colorado Uniform Trade Secrets Act, C.R.S. § 7-74-102, and the New Mexico Uniform Trade Secrets Act, N.M. Stat. Ann. § 57-3A-2), including the thirty-one (31) registered internal trade secrets currently maintained under the U.S. Business's trade secret management program (as catalogued in the U.S. Business's Trade Secret Register, Revision 14, dated October 2023). The U.S. Business's Trade Secrets primarily relate to proprietary gallium-nitride (GaN) epitaxial growth recipes, die-level reliability screening processes, thermal management techniques for high-power-density MMIC devices, and related manufacturing process parameters. The protection and handling of Trade Secrets shall be governed by the Technology Control Plan and the information security requirements of Annex D.

"Treasury" means the United States Department of the Treasury, acting through its Office of Investment Security, which serves as the Chair of CFIUS and the lead Monitoring Agency for purposes of this Agreement.

"U.S. Business" means Marlowe Asset Management Photonics Inc., a corporation organized under the laws of the State of Delaware, originally incorporated on February 14, 2009, bearing Employer Identification Number (EIN) 26-4371885, Commercial and Government Entity (CAGE) Code 7VK92, Data Universal Numbering System (DUNS) Number 07-812-4493, and DDTC Registration No. M-24817. The U.S. Business maintains its principal executive offices at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919, and its fabrication facility at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113. The U.S. Business designs, develops, and manufactures advanced gallium-nitride (GaN) power amplifier chips used in defense radar systems, satellite communications systems, electronic warfare platforms, and 5G telecommunications infrastructure. The U.S. Business holds classified and unclassified contracts with the U.S. Department of Defense and other U.S. Government Agencies and supplies components and technologies that are subject to ITAR and EAR export controls. Following the Closing, the U.S. Business is a direct wholly owned subsidiary of the Acquisition Vehicle and an indirect wholly owned subsidiary of the Acquiror.

"U.S. Government Agency" means any department, agency, bureau, office, commission, authority, instrumentality, or other body of the government of the United States, including without limitation the Department of Defense (and all military departments, defense agencies, and field activities thereof), the Department of Energy (including the National Nuclear Security Administration), the Department of State, the Department of Commerce (including the Bureau of Industry and Security), the Department of Homeland Security, the Department of the Treasury, the intelligence Community (as defined in 50 U.S.C. § 3003(4)), and their respective agencies, offices, subdivisions, and successor entities.

"U.S. Government Parties" means, collectively, the United States of America, acting through the U.S. Department of the Treasury, the U.S. Department of Defense, and the U.S. Department of Energy, each in its capacity as a party to this Agreement. Each of the U.S. Government Parties shall have the rights, powers, and remedies accorded to it under this Agreement, and may exercise such rights, powers, and remedies independently or jointly, as the context requires. References to the "U.S. Government Parties" shall be deemed to include each of the foregoing departments and any officer, employee, or agent acting on behalf of such department within the scope of his or her authority.

"U.S. Patents" means the forty-seven (47) issued United States patents and twelve (12) pending United States patent applications owned by the U.S. Business as of the Effective Date, as identified on Schedule 2.4 to the Stock Purchase Agreement, including the patent families relating to: (i) GaN-on-SiC epitaxial growth processes (covering foundational methods for high-quality epitaxial layers on silicon carbide substrates); (ii) HEMT gate structure optimization (covering proprietary gate geometries, recess etch techniques, and field plate designs for enhanced power density and linearity); and (iii) mmWave broadband matching network designs (covering input/output matching topologies for wideband performance in Ka-band and W-band applications). Of these forty-seven (47) issued patents, twenty-three (23) were developed, in whole or in part, under United States government-funded contracts and are subject to government purpose license rights, march-in rights under 35 U.S.C. § 203, and the requirements of Defense Federal Acquisition Regulation Supplement (DFARS) clause 252.227-7038 (Patent Rights — Ownership by the Contractor (Large Business)). The U.S. Business shall not sell, assign, license, encumber, or otherwise transfer any U.S. Patent to a Non-U.S. Person without the prior written consent of the Monitoring Agencies and compliance with all Applicable Law.

"USML" means the United States Munitions List, as set forth at 22 C.F.R. Part 121, which identifies defense articles, defense services, and related technical data that are subject to export controls under the International Traffic in Arms Regulations (ITAR), as amended from time to time.

RULES OF CONSTRUCTION

The following rules of construction shall apply to this Annex A and to the Agreement and all Annexes, Exhibits, and Schedules incorporated therein:

1. References to "Sections," "Annexes," "Exhibits," and "Schedules" are to the sections, annexes, exhibits, and schedules of or to this Agreement, unless otherwise expressly stated.

2. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" and shall not be construed to limit any general statement or concept to the specific items or matters immediately following such word.

3. References to any statute, regulation, executive order, or other legal requirement shall include all amendments, restatements, supplements, successor provisions, and implementing regulations thereto, in each case as in effect from time to time.

4. References to "dollars" or "$" shall mean the lawful currency of the United States of America. References to "€" shall mean the lawful currency of the member states of the European Union that have adopted the euro as their common currency.

5. All references to times of day shall mean Eastern Time (ET), whether Eastern Standard Time or Eastern Daylight Time, as applicable, unless otherwise expressly specified.

6. Words importing the singular number shall include the plural and vice versa. Words importing one gender shall include all genders.

7. References to a "Person" shall include such Person's successors, heirs, executors, administrators, and permitted assigns, except as otherwise expressly provided in this Agreement.

8. The use of the word "or" shall not be exclusive; "or" shall be construed in the inclusive sense of "and/or" unless the context clearly requires otherwise.

9. References to "writing" or "written" shall include communications by electronic mail (email) and portable document format (PDF) transmissions, provided that any Notice required to be given under Section 15 of the Agreement must comply with the delivery requirements set forth therein.

10. Any reference to a "day" or "days" shall mean a calendar day or calendar days, unless "Business Day" or "Business Days" is expressly specified.

EXECUTION AND INCORPORATION

This Annex A is executed and delivered as of the Effective Date by all Parties to the Agreement and constitutes an integral part of the Agreement. This Annex A shall be read and construed together with the Agreement and all other Annexes thereto as a single instrument.

The signature pages for this Annex A are incorporated by cross-reference to the signature pages attached to the main body of the National Security Agreement (NSA-2024-0019), executed by the following authorized signatories:

For the Acquiror — Halcyon Semiconductor Aktiengesellschaft: Dr. Maximilian Ehrhardt, Vorstandsvorsitzender (Chief Executive Officer)

For the Acquisition Vehicle — Halcyon US Holdings Inc.: Authorized Officer

For the U.S. Business — Marlowe Asset Management Photonics Inc.: Dr. Nathan Trevorrow, Founder and Chief Executive Officer

For the United States Department of the Treasury: Authorized Representative, Office of Investment Security

For the United States Department of Defense: Authorized Representative

For the United States Department of Energy: Authorized Representative

[Remainder of this page intentionally left blank]

SIGNATURE PAGE CROSS-REFERENCE

The Parties have caused this Annex A to be executed and delivered by their respective duly authorized representatives as of the date first written above. The signatures affixed to the main body of the Agreement (NSA-2024-0019) shall be deemed to constitute execution of this Annex A for all purposes.

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

By: ________

Name: Dr. Maximilian Ehrhardt

Title: Vorstandsvorsitzender (Chief Executive Officer)

Date: ________

HALCYON US HOLDINGS INC.

By: ________

Name: ________

Title: Authorized Officer

Date: ________

Marlowe Asset Management PHOTONICS INC.

By: ________

Name: Dr. Nathan Trevorrow

Title: Founder and Chief Executive Officer

Date: ________

UNITED STATES DEPARTMENT OF THE TREASURY

By: ________

Name: ________

Title: Authorized Representative, Office of Investment Security

Date: ________

UNITED STATES DEPARTMENT OF DEFENSE

By: ________

Name: ________

Title: Authorized Representative

Date: ________

UNITED STATES DEPARTMENT OF ENERGY

By: ________

Name: ________

Title: Authorized Representative

Date: ________

ANNEX A — DEFINITIONS
to the
NATIONAL SECURITY AGREEMENT
(NSA-2024-0019)
Dated January 19, 2024
among
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
HALCYON US HOLDINGS INC.
Marlowe Asset Management PHOTONICS INC.
and
THE UNITED STATES OF AMERICA, acting through the U.S. Department of the Treasury, the U.S. Department of Defense, and the U.S. Department of Energy
In connection with CFIUS Case No. CFIUS-023-07-3841
INTRODUCTORY PROVISIONS
This Annex A is attached to and incorporated by reference into the National Security Agreement executed on January 19, 2024, bearing docket reference NSA-2024-0019 (the "Agreement"), by and among Halcyon Semiconductor Aktiengesellschaft ("HSAG"), Halcyon US Holdings Inc. ("Halcyon US Holdings"), Marlowe Asset Management Photonics Inc. ("VPI"), and the United States of America, acting through the U.S. Department of the Treasury, the U.S. Department of Defense, and the U.S. Department of Energy, in connection with CFIUS Case No. CFIUS-023-07-3841.
Capitalized terms used throughout the Agreement and its Annexes (Annex B through Annex F) and in the Third-Party Compliance Monitor Agreement shall have the meanings set forth in this Annex A, unless otherwise defined in the applicable Annex or the context in which such term is used requires otherwise. In the event of any conflict between a definition set forth in this Annex A and a definition set forth in another Annex, the definition set forth in the other Annex shall govern solely with respect to that Annex.
The headings contained in this Annex A and throughout the Agreement are for convenience of reference only and shall not affect in any way the meaning, interpretation, or construction of any provision of this Annex A or the Agreement.
Terms defined in the singular shall include the plural and vice versa. References to gender shall include all genders. The use of any pronoun or other form of reference shall be deemed to include the masculine, feminine, and neuter, as applicable.
The general interpretive principles set forth in Section 1.1 of the Agreement apply to this Annex A and to all defined terms herein. In the event of any ambiguity in the meaning of a defined term, such ambiguity shall be resolved in a manner consistent with the purposes of the Agreement, including the protection of the national security of the United States.
DEFINED TERMS
The following defined terms are set forth in alphabetical order and shall apply throughout the Agreement, all Annexes, and the Third-Party Compliance Monitor Agreement, except as otherwise expressly provided:
"Acquiror" means Halcyon Semiconductor Aktiengesellschaft, an Aktiengesellschaft (public stock corporation) organized and existing under the laws of the Federal Republic of Germany, registered under commercial register number HRB 28416 at the Amtsgericht (Local Court) Dresden, with its principal offices located at Industriestraße 44, 01099 Dresden, Saxony, Germany (XETRA ticker symbol: HLC; Legal Entity Identifier: 5299007KXQ2M4GHILZ38), together with its successors and permitted assigns under the Agreement. For the avoidance of doubt, all references to the "Acquiror" in this Agreement refer solely to Halcyon Semiconductor Aktiengesellschaft in its corporate capacity, and not to any individual officer, director, or employee thereof, except as the context may otherwise require.
"Acquiror Designee" means each of the two (2) members of the Board of Directors of the U.S. Business who are designated by the Acquiror or the Acquisition Vehicle to serve on such Board, and who are not Security Board Members. The Acquiror Designees shall be subject to the access restrictions set forth in Section 5 of the Agreement, Annex C, and Annex F, including without limitation the prohibition on access to Classified Information, Controlled Technical Data, and classified program briefings. The Acquiror Designees shall not be eligible to serve on the Government Security Committee and shall not participate in any Board deliberations relating to Classified Contracts, classified programs, or matters involving Controlled Technical Data.
"Acquisition" means the acquisition by the Acquisition Vehicle of one hundred percent (100%) of the outstanding equity interests of the U.S. Business, including all issued and outstanding shares of common stock, preferred stock, and any other equity securities or convertible instruments, pursuant to the terms and conditions of the Stock Purchase Agreement dated June 10, 2023, as described in the joint voluntary notice filed with CFIUS on July 14, 2023.
"Acquisition Vehicle" means Halcyon US Holdings Inc., a corporation organized under the laws of the State of Delaware on June 5, 2023, with its registered agent at National Registered Agents of Delaware, 160 Greentree Drive, Suite 101, Dover, Delaware 19904, and bearing Employer Identification Number (EIN) 93-2841067. The Acquisition Vehicle is the direct parent entity of the U.S. Business following consummation of the Acquisition and was formed solely for the purpose of effecting the Acquisition. The Acquisition Vehicle is an indirect wholly owned subsidiary of the Acquiror.
"Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limiting the generality of the foregoing, a Person shall be deemed to control another Person if the first Person owns or controls more than fifty percent (50%) of the voting equity interests of the second Person. Notwithstanding the foregoing, for purposes of this Agreement, the U.S. Business shall not be deemed an Affiliate of the Acquiror for purposes of access to Classified Information or Controlled Technical Data. The U.S. Business's obligations under this Agreement are independent of its status as an Affiliate of the Acquiror or the Acquisition Vehicle, and no provision of this Agreement shall be construed to permit the Acquiror or any of its Affiliates (other than the U.S. Business itself) to access Classified Information or Controlled Technical Data by virtue of any Affiliate relationship.
"Agreement" means the National Security Agreement (NSA-2024-0019) dated January 19, 2024, by and among the Acquiror, the Acquisition Vehicle, the U.S. Business, and the U.S. Government Parties, including all Annexes attached thereto (Annex A through Annex F) and all exhibits, schedules, and appendices incorporated therein by reference, as the same may be amended, supplemented, restated, or otherwise modified from time to time in accordance with Section 14 of the Agreement. References to the "Agreement" shall be deemed to include all such Annexes and attachments, unless the context specifically indicates otherwise.
"Annual Compliance Report" means the annual written report prepared by the Third-Party Monitor and submitted to the Monitoring Agencies in accordance with Section 9 of the Agreement and the template set forth in Annex E. Each Annual Compliance Report shall cover the U.S. Business's compliance with all obligations under this Agreement during the applicable reporting period, which shall run from January 1 through December 31 of each calendar year (except that the first reporting period shall commence on the Effective Date and run through December 31, 2024). The Annual Compliance Report shall include, at a minimum, the elements specified in Section 9.3 of the Agreement and shall be submitted no later than March 31 of the year following the applicable reporting period.
"Applicable Law" means all applicable federal, state, and local statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, licenses, and governmental requirements of the United States of America, including without limitation the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), the National Industrial Security Program Operating Manual (NISPOM, 32 C.F.R. Part 117), the Atomic Energy Act of 1954 (as amended), Executive Order 13526, all regulations promulgated by the Committee on Foreign Investment in the United States under 31 C.F.R. Parts 800 and 802, and all directives, guidance, and instructions issued by DCSA, DDTC, the Bureau of Industry and Security, the Department of Energy, and any other competent U.S. governmental authority having jurisdiction over the U.S. Business's operations, products, or services. References to any particular statute, regulation, or requirement shall include all amendments, supplements, successor provisions, and implementing regulations in effect from time to time.
"Board" or "Board of Directors" means the board of directors of the U.S. Business as reconstituted pursuant to Section 4 of the Agreement and the governance provisions of Annex C. The Board shall consist of five (5) members: three (3) Security Board Members and two (2) Acquiror Designees. The composition, quorum requirements, voting procedures, and authority of the Board are set forth in Annex C.
"Business Day" means any day other than (i) a Saturday, (ii) a Sunday, or (iii) a day on which banking institutions located in New York, New York or Washington, D.C. are authorized or required by Applicable Law or executive order to close or be closed. If any period of time expressed in Business Days would otherwise end on a day that is not a Business Day, such period shall be extended to the next succeeding Business Day.
"CAGE Code" means the Commercial and Government Entity Code assigned to the U.S. Business by the Defense Logistics Agency under the procedures set forth in Defense Federal Acquisition Regulation Supplement (DFARS) Subpart 204.72. The CAGE Code currently assigned to the U.S. Business is 7VK92. The U.S. Business shall not change, surrender, or permit the cancellation of its CAGE Code without the prior written consent of the Monitoring Agencies.
"CFIUS" means the Committee on Foreign Investment in the United States, an interagency committee of the United States government chaired by the U.S. Department of the Treasury, established pursuant to Section 721 of the Defense Production Act of 1950, as amended by the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) (50 U.S.C. § 4565), and the regulations promulgated thereunder at 31 C.F.R. Parts 800 and 802, together with any successor committee, body, or authority exercising substantially similar jurisdiction.
"CFIUS Case Number" means Case No. CFIUS-023-07-3841, the unique case identifier assigned by CFIUS in connection with its review and investigation of the Acquisition, as initiated by the joint voluntary notice filed by the Acquiror and the U.S. Business on July 14, 2023. All correspondence, submissions, filings, and communications relating to the Acquisition and this Agreement shall reference this CFIUS Case Number.
"Classified Contracts" means all contracts, subcontracts, purchase orders, task orders, delivery orders, blanket purchase agreements, basic ordering agreements, and any other binding or obligating instruments between the U.S. Business and any U.S. Government Agency (or prime contractor acting on behalf of a U.S. Government Agency) that require access to Classified Information for their performance, including without limitation the contracts identified in Exhibit F to the Joint Voluntary Notice filed with CFIUS on July 14, 2023. The term "Classified Contracts" includes contracts classified at the CONFIDENTIAL, SECRET, and TOP SECRET levels, as well as contracts requiring access to Sensitive Compartmented Information (SCI).
"Classified Facility" means any facility of the U.S. Business that is accredited by DCSA (or any successor agency) to store, process, discuss, or otherwise handle Classified Information, including without limitation the fabrication facility located at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113 (specifically, clean room Sections C-7 through C-12 and the adjacent SCIF in Building 3, Room 302), which currently holds a Facility Security Clearance at the SECRET level. The term also includes any future facility of the U.S. Business that receives accreditation to handle Classified Information during the term of this Agreement.
"Classified Information" means information that has been determined pursuant to Executive Order 13526 (or any successor executive order) or the Atomic Energy Act of 1954, as amended (42 U.S.C. § 2011 et seq.), to require protection against unauthorized disclosure in the interest of national security, and that is marked or otherwise designated as CONFIDENTIAL, SECRET, or TOP SECRET, including information classified at the TOP SECRET/Sensitive Compartmented Information (TS/SCI) level. The term includes all "classified information" as defined in 32 C.F.R. Part 117 (the NISPOM), all Restricted Data and Formerly Restricted Data as defined in the Atomic Energy Act of 1954, and all information subject to Special Access Programs (Saps) in which the U.S. Business participates or may participate during the term of this Agreement.
"Clearance Letter" means the letter dated January 26, 2024, issued by the U.S. Department of the Treasury, acting in its capacity as Chair of CFIUS, confirming that CFIUS has concluded its review and investigation of the Acquisition pursuant to 50 U.S.C. § 4565(b) and the regulations at 31 C.F.R. Part 800, and that, as mitigated by the terms and conditions of this Agreement, the Acquisition does not present unresolved national security concerns. The Clearance Letter grants safe harbor to the Acquisition pursuant to 50 U.S.C. § 4565(b)(1)(D), provided that all Parties remain in compliance with the terms of this Agreement.
"Closing" means the closing of the Acquisition, which occurred on February 9, 2024, at 10:00 a.m. Eastern Time, at the offices of Durneval & Weston LLP, 555 Twelfth Street NW, Washington, D.C. 20004, at which time all conditions to the Closing set forth in Article VII of the Stock Purchase Agreement were satisfied or waived and the transfer of equity interests in the U.S. Business to the Acquisition Vehicle was consummated.
"Controlled Technical Data" means (i) "technical data" as defined in ITAR § 120.33 (22 C.F.R. § 120.33) that is controlled under the United States Munitions List (USML), (ii) "technology" as defined in EAR § 772.1 (15 C.F.R. § 772.1) that is controlled under the Commerce Control List (CCL), and (iii) any other technical information relating to the U.S. Business's products, processes, services, or research and development activities that is controlled under the export control laws or regulations of the United States, including items classified under ITAR Category XI(a)(3), EAR Export Control Classification Numbers (ECCNs) 3A001, 3A991, and 3E001, and any other applicable USML categories or ECCNs. Without limiting the generality of the foregoing, the term "Controlled Technical Data" includes engineering drawings, design specifications, process sheets, test data, test results, manufacturing know-how, manufacturing process parameters, failure analysis reports, reliability data, and design data relating to the U.S. Business's gallium-nitride (GaN) power amplifier chips, high-electron-mobility transistor (HEMT) designs, millimeter-wave (mmWave) power amplifier architectures, monolithic microwave integrated circuit (MMIC) layouts, and related epitaxial growth processes and die-level screening methodologies.
"Cybersecurity Annex" means Annex D to this Agreement, which sets forth the cybersecurity requirements applicable to the U.S. Business, including compliance with the cybersecurity standards set forth in NIST SP 800-171, the obligation to conduct annual independent penetration testing of the U.S. Business's information systems, incident reporting protocols for Cybersecurity Incidents, and the requirement to maintain network separation between the U.S. Business's information systems and the HSAG Global Network.
"Cybersecurity Incident" means any event that actually or potentially jeopardizes the confidentiality, integrity, or availability of the U.S. Business's information systems, networks, or the information stored, processed, or transmitted by such systems, including without limitation unauthorized access to information systems, data exfiltration or unauthorized data transfer, deployment of malicious software (including ransomware, spyware, or other malware), denial-of-service attacks, unauthorized modification or destruction of data, or any compromise or suspected compromise of Classified Information, Controlled Technical Data, or the personal information of holders of personnel security clearances. Notwithstanding the foregoing, the term "Cybersecurity Incident" excludes routine scanning or probing activity originating from external sources that does not result in unauthorized access to, or compromise of, any information system, data, or network of the U.S. Business.
"DCSA" means the Defense Counterintelligence and Security Agency of the U.S. Department of Defense, the successor agency to the Defense Security Service (DSS), or any successor agency thereto that is responsible for the administration of the National Industrial Security Program.
"DDTC" means the Directorate of Defense Trade Controls of the U.S. Department of State, Bureau of Political-Military Affairs, or any successor office or bureau responsible for the administration of the ITAR.
"DDTC Registration" means the U.S. Business's registration with the Directorate of Defense Trade Controls under Part 122 of the ITAR (22 C.F.R. Part 122), currently bearing Registration No. M-24817, as such registration may be amended, renewed, or otherwise modified from time to time. The U.S. Business shall maintain its DDTC Registration in good standing at all times during the term of this Agreement and shall promptly notify the Monitoring Agencies of any amendments, renewals, or changes to such registration.
"DoD" means the United States Department of Defense, including all military departments, defense agencies, DoD field activities, and any other organizational entity within the Department of Defense.
"DOE" means the United States Department of Energy, including the National Nuclear Security Administration (NNSA) and any other organizational entity within the Department of Energy.
"EAR" means the Export Administration Regulations, 15 C.F.R. Parts 730–774, as administered by the Bureau of Industry and Security (BIS) of the U.S. Department of Commerce, as amended, supplemented, or superseded from time to time.
"ECCN" means an Export Control Classification Number assigned to items listed on the Commerce Control List (CCL) maintained by the Bureau of Industry and Security (BIS) of the U.S. Department of Commerce under the Export Administration Regulations. An ECCN identifies the category, product group, and specific control reason applicable to a particular item, technology, or software.
"Effective Date" means January 19, 2024, the date on which this Agreement was duly executed and delivered by all Parties hereto. Except as otherwise expressly provided in the Agreement, all obligations of the Parties under this Agreement shall commence on the Effective Date and shall continue until the termination of this Agreement in accordance with Section 13 hereof.
"Escrow Agent" means Pinnacle Trust Company, N.A., a national banking association with offices at 400 South LaSalle Street, Suite 1100, Chicago, Illinois 60605, acting as escrow agent under the Escrow Agreement dated June 10, 2023 (the "Escrow Agreement"), entered into in connection with the Acquisition. The Escrow Agent holds the Escrow Amount (as defined in the Stock Purchase Agreement) pending satisfaction of the applicable release conditions.
"Existing U.S. Subsidiary" means Halcyon US Inc., a corporation organized under the laws of the State of Delaware, with its principal offices located at 11501 Alterra Parkway, Suite 300, Austin, Texas 78758, bearing Employer Identification Number (EIN) 81-3056429. The Existing U.S. Subsidiary is the Acquiror's existing U.S.-based fabless semiconductor design center, which does not hold a Facility Security Clearance, does not perform classified work, and does not have access to Classified Information or ITAR-controlled technical data. The Existing U.S. Subsidiary is not a party to this Agreement and shall not be merged, combined, or otherwise integrated with the U.S. Business without the prior written consent of the Monitoring Agencies and compliance with the Pre-Notification Obligation.
"Facility Access Procedures" means the procedures set forth in Annex F to this Agreement governing physical and logical access by the Acquiror's personnel, Acquiror Designees, representatives of the Acquiror's Affiliates, and other Non-U.S. Persons to the U.S. Business's facilities, including the Classified Facility. The Facility Access Procedures include visitor pre-approval requirements, escort protocols, access badge management, restricted area designation, and electronic access logging requirements.
"Facility Security Clearance" or "FCL" means the facility security clearance granted to the U.S. Business by the Defense Counterintelligence and Security Agency (DCSA) under the National Industrial Security Program (NISP), as set forth in 32 C.F.R. Part 117 (the NISPOM). The U.S. Business currently holds a Facility Security Clearance at the SECRET level for the Classified Facility located at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113. The U.S. Business shall take all actions necessary to maintain its Facility Security Clearance in good standing during the term of this Agreement.
"Facility Security Officer" or "FSO" means the individual designated by the U.S. Business as its Facility Security Officer in accordance with the requirements of the NISPOM (32 C.F.R. Part 117). The FSO is responsible for the day-to-day management of the U.S. Business's industrial security program, including oversight of Classified Information handling, personnel security clearance processing, security education and awareness, Classified Facility security, and reporting to DCSA. The current FSO is Col. (Ret.) Bryce Hendrickson, USAF, who holds an active personnel security clearance at the TOP SECRET/Sensitive Compartmented Information (TS/SCI) level.
"FOCI" means foreign ownership, control, or influence, as that term is described in 32 C.F.R. § 117.11 (or any successor provision) of the National Industrial Security Program Operating Manual (NISPOM). FOCI exists when a reasonable basis exists to conclude that the nature and extent of FOCI is such that a foreign interest has the capability of adversely affecting the safeguarding of classified information or may not be in the best interest of national security.
"Government Security Committee" or "GSC" means the committee of the Board of Directors of the U.S. Business established pursuant to Section 4.3 of the Agreement and the governance provisions of Annex C. The Government Security Committee shall be composed exclusively of the three (3) Security Board Members and shall have exclusive authority and responsibility over: (i) all Classified Contracts and classified programs of the U.S. Business, including the negotiation, execution, performance, and close-out of such contracts and programs; (ii) all ITAR-controlled programs and activities of the U.S. Business; (iii) personnel security matters, including the sponsorship of personnel security clearance applications, the recommendation of adjudicative actions, and the management of access to Classified Information; (iv) Facility Security Clearance matters, including the maintenance, upgrade, downgrade, or termination of the FCL; (v) compliance with the Technology Control Plan and all related export control obligations; and (vi) any other matters relating to the U.S. Business's obligations under this Agreement that involve Classified Information, Controlled Technical Data, or the national security interests of the United States. The Acquiror Designees shall not attend GSC meetings or receive GSC meeting materials, agendas, or minutes without the prior written consent of the Monitoring Agencies.
"HSAG Global Network" means the Acquiror's enterprise information technology network, including all servers, cloud computing infrastructure, email systems, messaging platforms, data storage systems, backup systems, and communication systems used by the Acquiror and its Affiliates (other than the U.S. Business), wherever located, including systems located in the Federal Republic of Germany, the People's Republic of China, the Republic of Singapore, and any other jurisdiction in which the Acquiror or its Affiliates operate. The U.S. Business's information systems shall be physically and logically segregated from the HSAG Global Network at all times, in accordance with the requirements of Annex D.
"Incident Report" means a written report of a Cybersecurity Incident prepared and submitted by the U.S. Business to DCSA and the Monitoring Agencies within seventy-two (72) hours of the discovery or identification of such Cybersecurity Incident, in accordance with Section 7.4 of the Agreement and the reporting protocols set forth in Annex D. Each Incident Report shall contain, at a minimum, the information specified in Section 4.2 of Annex D.
"Independent Security Director" means the Security Board Member who is independent of both the Acquiror (and all of its Affiliates) and the former shareholders of the U.S. Business, and who meets all of the independence and clearance eligibility requirements set forth in Annex C. The Independent Security Director shall have no prior employment, consulting, or financial relationship with the Acquiror, the Acquisition Vehicle, or any Affiliate of the Acquiror (other than service as the Independent Security Director), and shall hold or be eligible to hold a personnel security clearance at the TS/SCI level. The Independent Security Director shall be appointed in accordance with the procedures set forth in Section 3.2 of Annex C and shall be subject to approval by DCSA and the Monitoring Agencies.
"ITAR" means the International Traffic in Arms Regulations, 22 C.F.R. Parts 120–130, as administered by the Directorate of Defense Trade Controls (DDTC) of the U.S. Department of State, as amended, supplemented, or superseded from time to time. The ITAR implements the Arms Export Control Act (22 U.S.C. § 2778) and regulates the export and temporary import of defense articles and defense services.
"Key Personnel" means each of the following individuals, who are critical to the U.S. Business's operations, national security programs, and compliance with this Agreement, and who must remain employed by the U.S. Business on a full-time basis for a minimum of twenty-four (24) months following the Closing Date (i.e., until no earlier than February 9, 2026), or until a replacement approved in writing by the Government Security Committee and DCSA is duly appointed and has assumed the responsibilities of the departing Key Personnel:
(i) Dr. Nathan Trevorrow, Founder and Chief Executive Officer of the U.S. Business, who holds an active personnel security clearance at the TOP SECRET/Sensitive Compartmented Information (TS/SCI) level;
(ii) Marissa Sung-Avila, President and Chief Operating Officer of the U.S. Business, who holds an active personnel security clearance at the SECRET level; and
(iii) Col. (Ret.) Bryce Hendrickson, USAF, Vice President, Government Programs, and Facility Security Officer of the U.S. Business, who holds an active personnel security clearance at the TOP SECRET/Sensitive Compartmented Information (TS/SCI) level.
Any proposed change in Key Personnel shall be subject to the Pre-Notification Obligation and shall require the prior written approval of the Government Security Committee and DCSA.
"Material Change" means any change, event, or development that would materially affect the U.S. Business's operations, ownership structure, governance, security posture, or ability to perform its obligations under this Agreement, including without limitation:
(i) any divestiture, sale, transfer, license, or other disposition of all or a material portion of the U.S. Business's assets, including Controlled Technical Data, U.S. Patents, or Trade Secrets;
(ii) entry into any new subcontract, teaming arrangement, joint venture, partnership, or other collaborative arrangement with a foreign person or entity, or the modification of any existing such arrangement;
(iii) any change in Key Personnel, including the resignation, termination, reassignment, or incapacity of any Key Personnel;
(iv) any change to the U.S. Business's Facility Security Clearance, including any upgrade, downgrade, suspension, or revocation thereof;
(v) any change to the U.S. Business's DDTC Registration, including any amendment, renewal, suspension, or revocation thereof;
(vi) any relocation, expansion, or closure of the Classified Facility or any other facility of the U.S. Business at which Classified Information or Controlled Technical Data is stored, processed, or handled;
(vii) any merger, consolidation, reorganization, restructuring, or recapitalization of the U.S. Business, or any change in the ownership or control of the Acquisition Vehicle; and
(viii) any actual or threatened litigation, investigation, enforcement action, or proceeding by any governmental authority relating to the U.S. Business's compliance with Applicable Law.
"Monitoring Agencies" means, collectively, the U.S. Department of the Treasury (acting through its Office of Investment Security), the U.S. Department of Defense (acting through such office or official as the Secretary of Defense may designate), and the U.S. Department of Energy (acting through such office or official as the Secretary of Energy may designate), in their capacities as the agencies responsible for monitoring compliance with this Agreement. With respect to Facility Security Clearance matters and industrial security compliance, the term "Monitoring Agencies" shall also include the Defense Counterintelligence and Security Agency (DCSA). Any reference in this Agreement to action by the "Monitoring Agencies" shall mean action taken with the concurrence of all Monitoring Agencies, unless the Agreement expressly permits action by fewer than all Monitoring Agencies.
"Monitor Fee" means the annual fee of One Million Two Hundred Thousand Dollars ($1,200,000.00) payable by the Acquiror to the Third-Party Monitor in consideration of the Third-Party Monitor's services under this Agreement and the Third-Party Compliance Monitor Agreement. The Monitor Fee shall be payable in equal quarterly installments of Three Hundred Thousand Dollars ($300,000.00) per quarter, due on the first Business Day of each calendar quarter, commencing on the first Business Day following the Effective Date. The Monitor Fee shall be subject to adjustment on each anniversary of the Effective Date to reflect changes in the Consumer Price Index for All Urban Consumers (CPI-U), as published by the Bureau of Labor Statistics, in accordance with the adjustment mechanism set forth in Section 6.2 of the Third-Party Compliance Monitor Agreement. The Acquiror shall bear all costs and expenses associated with the Monitor Fee.
"NISPOM" means the National Industrial Security Program Operating Manual, as codified at 32 C.F.R. Part 117 (or any successor regulation), which establishes the requirements for the protection of classified information disclosed to, or generated by, contractors, licensees, grantees, and certificate holders of the United States government.
"NIST SP 800-171" means the National Institute of Standards and Technology Special Publication 800-171, entitled "Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations," including all revisions, amendments, and any successor publications thereto, which sets forth the cybersecurity standards applicable to the U.S. Business's unclassified information systems under Annex D. As of the Effective Date, the applicable version is NIST SP 800-171 Revision 2 (February 2020). The U.S. Business shall comply with any updated or superseded version of NIST SP 800-171 within the implementation timeline specified by Annex D or as otherwise directed by the Monitoring Agencies.
"Non-U.S. Person" means (i) any natural person who is not a citizen of the United States and who is not a lawful permanent resident of the United States (as defined in 8 U.S.C. § 1101(a)(20)), and (ii) any entity that is organized under the laws of a country other than the United States or that is owned or controlled by one or more individuals or entities described in clause (i), in each case as determined under the definitions set forth in ITAR § 120.62 (22 C.F.R. § 120.62) and EAR § 772.1 (15 C.F.R. § 772.1). For purposes of this Agreement, the term "Non-U.S. Person" includes without limitation any foreign government, foreign governmental agency, international organization, or any representative thereof.
"Notice" means any notice, request, demand, consent, approval, waiver, or other communication required or permitted to be given under this Agreement, which shall be delivered in accordance with the notice provisions set forth in Section 15 of the Agreement. All Notices shall be in writing and shall be deemed duly given when delivered by hand, by nationally recognized overnight courier, or by registered or certified mail (return receipt requested), to the addresses specified in Section 15 of the Agreement, or to such other address as a Party may designate by Notice given in accordance with Section 15.
"Parties" means, collectively, the Acquiror, the Acquisition Vehicle, the U.S. Business, and the U.S. Government Parties. Each of the foregoing is individually referred to as a "Party." For the avoidance of doubt, the Third-Party Monitor is not a Party to this Agreement, although the Third-Party Monitor has certain rights and obligations as set forth in Section 9 of this Agreement and the Third-Party Compliance Monitor Agreement.
"Penalty Provisions" means the remedies available to the U.S. Government Parties in the event of a breach or violation of any provision of this Agreement, as set forth in Section 12.3 of the Agreement, including without limitation: (i) the imposition of civil monetary penalties of up to Two Hundred Fifty Thousand Dollars ($250,000.00) per violation per day for each day that such violation continues; (ii) the right to seek temporary, preliminary, or permanent injunctive relief in any court of competent jurisdiction to compel compliance with the terms of this Agreement; and (iii) the right to require the mandatory divestiture of the U.S. Business by the Acquiror and the Acquisition Vehicle on such terms and conditions as the U.S. Government Parties may determine, in consultation with CFIUS, to be necessary to protect the national security of the United States. The Penalty Provisions are cumulative and are in addition to, and not in lieu of, any other rights or remedies available to the U.S. Government Parties at law or in equity.
"Person" means any natural person, corporation, partnership, limited partnership, limited liability company, limited liability partnership, joint venture, trust, estate, unincorporated association, Aktiengesellschaft, Gesellschaft mit beschränkter Haftung, societas Europaea, governmental entity (including any federal, state, local, or foreign government or any governmental agency, authority, or instrumentality), or any other legal entity, whether domestic or foreign.
"Pre-Notification Obligation" means the obligation of the Acquiror and the U.S. Business, jointly and severally, to notify CFIUS and the Monitoring Agencies in writing at least thirty (30) calendar days prior to any Material Change, as set forth in Section 11 of the Agreement. The Pre-Notification Obligation requires the submission of a detailed written notice describing the proposed Material Change, the rationale therefor, the anticipated timeline for implementation, and an assessment of any potential impact on the U.S. Business's compliance with this Agreement. No Material Change shall be implemented until the expiration of the thirty (30)-day notice period, unless the Monitoring Agencies provide earlier written confirmation that they have no objection to the proposed Material Change.
"Security Board Member" means each of the three (3) members of the Board of Directors of the U.S. Business who satisfy all of the following requirements: (i) such member is a citizen of the United States; (ii) such member holds or is eligible to hold a personnel security clearance at the TOP SECRET/Sensitive Compartmented Information (TS/SCI) level; (iii) such member has been approved by DCSA and the Monitoring Agencies to serve in such capacity; and (iv) such member serves on the Government Security Committee. The initial Security Board Members shall be:
(a) Col. (Ret.) Bryce Hendrickson, USAF;
(b) Adrienne Delacroix; and
(c) the Independent Security Director, to be appointed in accordance with the procedures set forth in Section 3.2 of Annex C no later than sixty (60) days following the Effective Date.
Any replacement or successor Security Board Member shall satisfy all of the requirements set forth in clauses (i) through (iv) above and shall be subject to the prior written approval of DCSA and the Monitoring Agencies.
"Security Director" — See "Independent Security Director."
"Stock Purchase Agreement" or "SPA" means the Stock Purchase Agreement dated June 10, 2023, by and among the Acquiror, the Acquisition Vehicle, and the shareholders of the U.S. Business identified on Schedule 1 thereto, pursuant to which the Acquiror agreed to acquire, through the Acquisition Vehicle, one hundred percent (100%) of the outstanding equity interests of the U.S. Business for a base purchase price of One Billion Four Hundred Twenty Million Dollars ($1,420,000,000.00), subject to customary purchase price adjustments for working capital, net debt, and transaction expenses as set forth therein.
"Technology Control Plan" or "TCP" means the plan set forth in Annex B to this Agreement, which establishes the procedures, protocols, and restrictions governing the access to, use of, storage of, dissemination of, and transfer of Controlled Technical Data. The Technology Control Plan prohibits the transfer of Controlled Technical Data to any Non-U.S. Person without prior written authorization from the appropriate U.S. government authority (i.e., the Directorate of Defense Trade Controls (DDTC) for ITAR-controlled items and the Bureau of Industry and Security (BIS) for EAR-controlled items). The Technology Control Plan includes provisions governing physical security measures, electronic access controls, visitor management protocols, and training requirements for U.S. Business personnel who handle Controlled Technical Data.
"Third-Party Compliance Monitor Agreement" means that certain agreement between the Acquiror and Whitmore Compliance Group LLC, dated as of January 19, 2024, which governs the engagement, scope of work, responsibilities, independence, conflicts of interest, compensation, insurance, confidentiality, and reporting obligations of the Third-Party Monitor in connection with its duties under Section 9 of this Agreement. The Third-Party Compliance Monitor Agreement has been reviewed and approved by the Monitoring Agencies.
"Third-Party Monitor" means Whitmore Compliance Group LLC, a limited liability company organized under the laws of the State of Delaware, with its principal offices located at 1300 Crystal Drive, Suite 710, Arlington, Virginia 22202, represented by its principal, Gerald Whitmore (holder of an active personnel security clearance at the TOP SECRET/Sensitive Compartmented Information (TS/SCI) level, and formerly assigned to the Federal Bureau of Investigation, Counterintelligence Division). The Third-Party Monitor was appointed by the Parties and approved by CFIUS on December 8, 2023, to conduct annual compliance audits, ad hoc compliance reviews, unannounced site inspections, and incident investigations, and to prepare and submit to the Monitoring Agencies the Annual Compliance Report, interim compliance reports, and such other reports as may be required, all in accordance with Section 9 of this Agreement and the Third-Party Compliance Monitor Agreement. The Third-Party Monitor shall maintain its independence from the Acquiror, the Acquisition Vehicle, and the U.S. Business at all times, as set forth in the Third-Party Compliance Monitor Agreement.
"Trade Secrets" means trade secrets of the U.S. Business as defined under the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.) and applicable state law (including the Colorado Uniform Trade Secrets Act, C.R.S. § 7-74-102, and the New Mexico Uniform Trade Secrets Act, N.M. Stat. Ann. § 57-3A-2), including the thirty-one (31) registered internal trade secrets currently maintained under the U.S. Business's trade secret management program (as catalogued in the U.S. Business's Trade Secret Register, Revision 14, dated October 2023). The U.S. Business's Trade Secrets primarily relate to proprietary gallium-nitride (GaN) epitaxial growth recipes, die-level reliability screening processes, thermal management techniques for high-power-density MMIC devices, and related manufacturing process parameters. The protection and handling of Trade Secrets shall be governed by the Technology Control Plan and the information security requirements of Annex D.
"Treasury" means the United States Department of the Treasury, acting through its Office of Investment Security, which serves as the Chair of CFIUS and the lead Monitoring Agency for purposes of this Agreement.
"U.S. Business" means Marlowe Asset Management Photonics Inc., a corporation organized under the laws of the State of Delaware, originally incorporated on February 14, 2009, bearing Employer Identification Number (EIN) 26-4371885, Commercial and Government Entity (CAGE) Code 7VK92, Data Universal Numbering System (DUNS) Number 07-812-4493, and DDTC Registration No. M-24817. The U.S. Business maintains its principal executive offices at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919, and its fabrication facility at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113. The U.S. Business designs, develops, and manufactures advanced gallium-nitride (GaN) power amplifier chips used in defense radar systems, satellite communications systems, electronic warfare platforms, and 5G telecommunications infrastructure. The U.S. Business holds classified and unclassified contracts with the U.S. Department of Defense and other U.S. Government Agencies and supplies components and technologies that are subject to ITAR and EAR export controls. Following the Closing, the U.S. Business is a direct wholly owned subsidiary of the Acquisition Vehicle and an indirect wholly owned subsidiary of the Acquiror.
"U.S. Government Agency" means any department, agency, bureau, office, commission, authority, instrumentality, or other body of the government of the United States, including without limitation the Department of Defense (and all military departments, defense agencies, and field activities thereof), the Department of Energy (including the National Nuclear Security Administration), the Department of State, the Department of Commerce (including the Bureau of Industry and Security), the Department of Homeland Security, the Department of the Treasury, the intelligence Community (as defined in 50 U.S.C. § 3003(4)), and their respective agencies, offices, subdivisions, and successor entities.
"U.S. Government Parties" means, collectively, the United States of America, acting through the U.S. Department of the Treasury, the U.S. Department of Defense, and the U.S. Department of Energy, each in its capacity as a party to this Agreement. Each of the U.S. Government Parties shall have the rights, powers, and remedies accorded to it under this Agreement, and may exercise such rights, powers, and remedies independently or jointly, as the context requires. References to the "U.S. Government Parties" shall be deemed to include each of the foregoing departments and any officer, employee, or agent acting on behalf of such department within the scope of his or her authority.
"U.S. Patents" means the forty-seven (47) issued United States patents and twelve (12) pending United States patent applications owned by the U.S. Business as of the Effective Date, as identified on Schedule 2.4 to the Stock Purchase Agreement, including the patent families relating to: (i) GaN-on-SiC epitaxial growth processes (covering foundational methods for high-quality epitaxial layers on silicon carbide substrates); (ii) HEMT gate structure optimization (covering proprietary gate geometries, recess etch techniques, and field plate designs for enhanced power density and linearity); and (iii) mmWave broadband matching network designs (covering input/output matching topologies for wideband performance in Ka-band and W-band applications). Of these forty-seven (47) issued patents, twenty-three (23) were developed, in whole or in part, under United States government-funded contracts and are subject to government purpose license rights, march-in rights under 35 U.S.C. § 203, and the requirements of Defense Federal Acquisition Regulation Supplement (DFARS) clause 252.227-7038 (Patent Rights — Ownership by the Contractor (Large Business)). The U.S. Business shall not sell, assign, license, encumber, or otherwise transfer any U.S. Patent to a Non-U.S. Person without the prior written consent of the Monitoring Agencies and compliance with all Applicable Law.
"USML" means the United States Munitions List, as set forth at 22 C.F.R. Part 121, which identifies defense articles, defense services, and related technical data that are subject to export controls under the International Traffic in Arms Regulations (ITAR), as amended from time to time.
RULES OF CONSTRUCTION
The following rules of construction shall apply to this Annex A and to the Agreement and all Annexes, Exhibits, and Schedules incorporated therein:
1.  References to "Sections," "Annexes," "Exhibits," and "Schedules" are to the sections, annexes, exhibits, and schedules of or to this Agreement, unless otherwise expressly stated.
2.  The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" and shall not be construed to limit any general statement or concept to the specific items or matters immediately following such word.
3.  References to any statute, regulation, executive order, or other legal requirement shall include all amendments, restatements, supplements, successor provisions, and implementing regulations thereto, in each case as in effect from time to time.
4.  References to "dollars" or "$" shall mean the lawful currency of the United States of America. References to "€" shall mean the lawful currency of the member states of the European Union that have adopted the euro as their common currency.
5.  All references to times of day shall mean Eastern Time (ET), whether Eastern Standard Time or Eastern Daylight Time, as applicable, unless otherwise expressly specified.
6.  Words importing the singular number shall include the plural and vice versa. Words importing one gender shall include all genders.
7.  References to a "Person" shall include such Person's successors, heirs, executors, administrators, and permitted assigns, except as otherwise expressly provided in this Agreement.
8.  The use of the word "or" shall not be exclusive; "or" shall be construed in the inclusive sense of "and/or" unless the context clearly requires otherwise.
9.  References to "writing" or "written" shall include communications by electronic mail (email) and portable document format (PDF) transmissions, provided that any Notice required to be given under Section 15 of the Agreement must comply with the delivery requirements set forth therein.
10.  Any reference to a "day" or "days" shall mean a calendar day or calendar days, unless "Business Day" or "Business Days" is expressly specified.
EXECUTION AND INCORPORATION
This Annex A is executed and delivered as of the Effective Date by all Parties to the Agreement and constitutes an integral part of the Agreement. This Annex A shall be read and construed together with the Agreement and all other Annexes thereto as a single instrument.
The signature pages for this Annex A are incorporated by cross-reference to the signature pages attached to the main body of the National Security Agreement (NSA-2024-0019), executed by the following authorized signatories:
For the Acquiror — Halcyon Semiconductor Aktiengesellschaft: Dr. Maximilian Ehrhardt, Vorstandsvorsitzender (Chief Executive Officer)
For the Acquisition Vehicle — Halcyon US Holdings Inc.: Authorized Officer
For the U.S. Business — Marlowe Asset Management Photonics Inc.: Dr. Nathan Trevorrow, Founder and Chief Executive Officer
For the United States Department of the Treasury: Authorized Representative, Office of Investment Security
For the United States Department of Defense: Authorized Representative
For the United States Department of Energy: Authorized Representative
[Remainder of this page intentionally left blank]
SIGNATURE PAGE CROSS-REFERENCE
The Parties have caused this Annex A to be executed and delivered by their respective duly authorized representatives as of the date first written above. The signatures affixed to the main body of the Agreement (NSA-2024-0019) shall be deemed to constitute execution of this Annex A for all purposes.
HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT
By: ________
Name: Dr. Maximilian Ehrhardt
Title: Vorstandsvorsitzender (Chief Executive Officer)
Date: ________
HALCYON US HOLDINGS INC.
By: ________
Name: ________
Title: Authorized Officer
Date: ________
Marlowe Asset Management PHOTONICS INC.
By: ________
Name: Dr. Nathan Trevorrow
Title: Founder and Chief Executive Officer
Date: ________
UNITED STATES DEPARTMENT OF THE TREASURY
By: ________
Name: ________
Title: Authorized Representative, Office of Investment Security
Date: ________
UNITED STATES DEPARTMENT OF DEFENSE
By: ________
Name: ________
Title: Authorized Representative
Date: ________
UNITED STATES DEPARTMENT OF ENERGY
By: ________
Name: ________
Title: Authorized Representative
Date: ________

ANNEX A — DEFINITIONS

NATIONAL SECURITY AGREEMENT

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

HALCYON US HOLDINGS INC.

INTRODUCTORY PROVISIONS

DEFINED TERMS

RULES OF CONSTRUCTION

EXECUTION AND INCORPORATION

SIGNATURE PAGE CROSS-REFERENCE

HALCYON SEMICONDUCTOR AKTIENGESELLSCHAFT

HALCYON US HOLDINGS INC.

UNITED STATES DEPARTMENT OF THE TREASURY

UNITED STATES DEPARTMENT OF DEFENSE

UNITED STATES DEPARTMENT OF ENERGY

Record

Parties

Dates

Amounts