1032-00004 · Client 1032 · NSA Negotiation

proposed-security-board-members-letter.docx DOCUMENT M&A / Corporate

65 / 79 ← → ✕

Contract analysis Extract to table

CALDERWOOD & HARKNESS LLP 1750 K Street NW, Suite 800 Washington, DC 20006

Telephone: (202) 555-7200 Facsimile: (202) 555-7201

Margaret "Peggy" Ashworth Of Counsel, National Security & CFIUS Practice Direct Dial: (202) 555-7244

Email: mashworth@calderwoodharkness.com

December 1, 2023

VIA HAND DELIVERY AND SECURE ELECTRONIC TRANSMISSION

Staff Chairperson Committee on Foreign Investment in the United States U.S. Department of the Treasury Office of Investment Security 1500 Pennsylvania Avenue NW Washington, DC 20220

cc: Designated Representative, Department of Defense (Co-Lead Agency) Designated Representative, Department of Energy (Co-Lead Agency)

Re: CFIUS Case No. CFIUS-023-07-3841 — Proposed Security Board Members for Marlowe Asset Management Photonics Inc. in Connection with the Acquisition by Halcyon Semiconductor Aktiengesellschaft

Cross-Reference: Draft National Security Agreement (NSA-2024-0019), initially circulated by CFIUS on November 3, 2023; ongoing NSA negotiation sessions commenced November 9, 2023

Dear Staff Chairperson:

I. Introduction and Purpose

Calderwood & Harkness LLP serves as counsel to Halcyon Semiconductor Aktiengesellschaft ("HSAG"), a publicly traded German semiconductor company listed on the Frankfurt Stock Exchange (XETRA: HLC), headquartered at Industriestraße 44, 01099 Dresden, Saxony, Federal Republic of Germany. We submit this letter on behalf of HSAG in connection with the above-referenced matter and in furtherance of the ongoing negotiations regarding the draft National Security Agreement designated NSA-2024-0019.

As the Committee is aware, HSAG has proposed to acquire one hundred percent (100%) of the outstanding equity interests of Marlowe Asset Management Photonics Inc. ("VPI"), a Delaware C-corporation incorporated on February 14, 2009, and headquartered at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919. The acquisition is to be effected through Halcyon US Holdings Inc. ("HUSHI"), a Delaware corporation formed on June 5, 2023, and registered at 160 Greentree Drive, Suite 101, Dover, Delaware 19904, which will serve as the direct acquiring entity and sole stockholder of VPI following the closing of the transaction.

The transaction is governed by a Stock Purchase Agreement executed on June 10, 2023 (the "SPA"), pursuant to which HSAG, through HUSHI, has agreed to acquire all outstanding shares of VPI common stock for a purchase price of $1.42 billion in all-cash consideration on a cash-free, debt-free basis. The parties filed a joint voluntary notice with the Committee on July 14, 2023. The Committee commenced its forty-five (45) day review on July 21, 2023, and initiated a subsequent forty-five (45) day investigation on September 4, 2023. On October 20, 2023, the Committee communicated its preliminary national security concerns to the parties, and the draft NSA was circulated by the Committee on November 3, 2023.

The purpose of this letter is to formally propose three individuals to serve as Security Board Members on VPI's reconstituted board of directors, as contemplated by the governance provisions set forth in Article IV of the draft National Security Agreement (NSA-2024-0019). These provisions require that, following the closing of the transaction, VPI's board of directors be reconstituted as a five (5) member board composed of three (3) Security Board Members and two (2) HSAG designees. Each of the three Security Board Members must be a United States citizen who holds or is eligible to hold a security clearance at the Top Secret/Sensitive Compartmented Information (TS/SCI) level. At least one of the three Security Board Members must serve as an independent Security Director who has no prior employment or financial relationship with HSAG or any of its affiliates. The two HSAG designees may participate in non-classified business decisions but are prohibited from accessing classified information or technical data controlled under the International Traffic in Arms Regulations ("ITAR").

In addition, the draft NSA requires the establishment of a Government Security Committee ("GSC") composed of the three Security Board Members. The GSC is vested with exclusive authority over all classified and ITAR-controlled programs, personnel security, and facility security matters pertaining to VPI and its operations. The GSC serves as the principal governance mechanism through which the Committee's national security concerns are addressed at the board level.

This letter is submitted jointly by HSAG and VPI, in coordination with VPI's outside counsel, Wethersfield & Gale LLP, represented by Harrison Whitfield, lead partner. Both parties have reviewed this submission and concur in the proposed nominations set forth herein. The proposed nominees have been vetted by VPI management and, where applicable, have consented to the submission of their biographical information and supporting materials for the Committee's review.

II. Summary of Board Governance Requirements Under the Draft NSA

Before addressing each individual nominee, it is useful to summarize the governance architecture contemplated by the draft NSA, as the proposed nominees have been selected specifically to satisfy the requirements set forth therein.

A. Board Reconstitution

Article IV, Section 4.1 of the draft NSA provides that, effective upon the closing of the transaction, VPI's board of directors shall be reconstituted to consist of five (5) members in the following composition:

(a) Three (3) Security Board Members, each of whom must be a citizen of the United States and must hold or be eligible to hold a security clearance at the TS/SCI level. At least one Security Board Member must serve as an independent Security Director, defined as an individual who (i) has no prior employment, consulting, or financial relationship with HSAG or any HSAG affiliate, (ii) has no prior employment, consulting, or financial relationship with VPI, and (iii) possesses significant experience in national security, defense, intelligence, or a related field. The Security Board Members are collectively responsible for oversight of all matters relating to classified information, ITAR-controlled technical data, personnel security, facility security, and compliance with the NSA.

(b) Two (2) HSAG Designees, who shall be senior executives or appointees of HSAG. The HSAG Designees may participate in VPI board deliberations on non-classified commercial matters, financial performance, strategic planning, and general corporate governance. However, the HSAG Designees are prohibited from holding or seeking U.S. government security clearances, and they may not access classified information, ITAR-controlled technical data, or VPI's classified facilities at any time without the prior written approval of the GSC and the Defense Counterintelligence and Security Agency ("DCSA").

B. Government Security Committee: Exclusive Authorities

Article IV, Section 4.3 of the draft NSA establishes the Government Security Committee, to be composed of the three Security Board Members, with the following exclusive authorities:

(i) Classified Program Oversight. The GSC shall exercise exclusive oversight authority over all programs, contracts, and activities involving classified information at any level. VPI currently holds a Facility Security Clearance at the SECRET level, CAGE Code 7VK92, at its fabrication facility located at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113. All decisions pertaining to the execution, modification, or termination of classified contracts, and all interactions with U.S. government contracting officers relating to classified programs, shall be subject to GSC oversight.

(ii) ITAR-Controlled Programs. The GSC shall exercise exclusive oversight authority over all programs, contracts, and activities involving defense articles, defense services, or technical data controlled under the ITAR. VPI holds DDTC Registration No. M-24817 and manufactures products classified as ITAR Category XI(a)(3) defense articles, as well as components classified under Export Administration Regulations ("EAR") Export Control Classification Number ("ECCN") 3A001, ECCN 3A991, and ECCN 3E001. The GSC's authority extends to all export license applications, including VPI's three (3) active DSP-5 export licenses for deliveries to NATO allies (specifically the United Kingdom and Australia).

(iii) Personnel Security. The GSC shall have exclusive authority over all personnel security decisions for VPI employees holding or requiring U.S. government security clearances. As of the date of this letter, VPI employs 486 individuals, of whom 212 hold active U.S. government security clearances at various levels. The GSC shall approve all new clearance applications, adjudicate all adverse information reports, and oversee all periodic reinvestigation processes for cleared personnel.

(iv) Facility Security. The GSC shall have exclusive authority over all facility security matters, including physical access controls for classified areas at VPI's Albuquerque fabrication facility. The classified areas consist of clean room Sections C-7 through C-12 at the Albuquerque facility, which house the classified fabrication lines and associated secure computing infrastructure. HSAG personnel, including HSAG Designees serving on VPI's board, may not enter Sections C-7 through C-12 without prior GSC and DCSA authorization.

(v) Technology Control Plan. The GSC shall exercise exclusive oversight authority over the Technology Control Plan ("TCP") governing the transfer of VPI technical data. The TCP, to be finalized as Annex B to the NSA, establishes procedures and safeguards to prevent the unauthorized transfer of classified information, ITAR-controlled technical data, and controlled unclassified information ("CUI") to HSAG or any foreign person. The GSC shall approve all amendments to the TCP and shall conduct or commission quarterly audits of TCP compliance.

C. VPI's Active Government Contracts

The significance of the GSC's role is underscored by the scope of VPI's active government contract portfolio. VPI currently holds fourteen (14) active contracts with the U.S. Department of Defense and other federal agencies, with an aggregate contract backlog of approximately $193 million. VPI's principal government customers include the U.S. Army Program Executive Office for intelligence, Electronic Warfare and Sensors ("PEO IEW&S"), the Air Force Research Laboratory ("AFRL"), the Missile Defense Agency ("MDA"), and the U.S. Department of Homeland Security Science and Technology Directorate ("DHS S&T"). In addition, VPI serves as a subcontractor to Ironclad Defense Systems Inc. in its capacity as the prime contractor for the U.S. Navy Naval Sea Systems Command ("NAVSEA") on certain photonic sensor programs. The GSC's oversight authority extends to all of these contract relationships and associated classified and controlled activities.

D. Submission for CFIUS and DCSA Review

The nominees proposed herein have been vetted by VPI management and are submitted for the Committee's review and approval. The parties further submit these nominations for coordination with DCSA, as the designated monitoring agency under the draft NSA, to ensure that each nominee's security clearance status and background are consistent with DCSA's requirements for service on the board of a FOCI-mitigated company.

III. Nominee 1 — Colonel (Retired) Bryce Hendrickson, USAF

A. Current Position and Role

Colonel (Retired) Bryce Hendrickson, United States Air Force, currently serves as Vice President, Government Programs, at Marlowe Asset Management Photonics Inc. In this capacity, Col. Hendrickson is responsible for the management and oversight of all VPI government contracts, facility security operations, personnel security administration, and export compliance activities. Col. Hendrickson also serves as VPI's designated Facility Security Officer ("FSO"), registered with DCSA in connection with VPI's Facility Security Clearance (CAGE Code 7VK92, SECRET level) at the Albuquerque fabrication facility at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113.

Col. Hendrickson is a member of VPI's current management team and has been with the company since its early growth phase, during which he was instrumental in establishing the infrastructure necessary for VPI to obtain its Facility Security Clearance and to compete for classified government contracts. He maintains his principal office at VPI's Albuquerque cleared facility, from which he directly oversees day-to-day classified operations and government customer relationships.

B. Security Clearance Status

Col. Hendrickson holds an active security clearance at the Top Secret/Sensitive Compartmented Information (TS/SCI) level. His clearance has been maintained continuously throughout his tenure at VPI in connection with his responsibilities for VPI's classified government programs. As VPI's FSO, Col. Hendrickson is registered with DCSA as the individual responsible for the administration of VPI's Facility Security Clearance, personnel clearance processing, and security incident reporting. Under the terms of the draft NSA, the parties propose that Col. Hendrickson continue to serve as VPI's FSO following the closing of the transaction, thereby providing continuity in VPI's facility security administration during the post-acquisition transition.

C. Biographical and Professional Background

Col. Hendrickson is a career United States Air Force officer who retired at the rank of Colonel following more than twenty-six (26) years of distinguished military service. During his military career, Col. Hendrickson served in a series of progressively responsible assignments focused on signals intelligence ("SIGINT"), electronic warfare ("EW"), and defense acquisition programs. His assignments included command and staff positions at the Air Force intelligence, Surveillance and Reconnaissance Agency (now the 16th Air Force), the Air Force Life Cycle Management Center, and the National Security Agency, where he served as a liaison officer responsible for coordinating Air Force requirements with NSA collection platforms. Col. Hendrickson's military career provided him with extensive experience in the management of classified programs, the oversight of sensitive compartmented information, and the acquisition of advanced electronic systems.

Upon his retirement from the Air Force, Col. Hendrickson joined VPI as Vice President, Government Programs. In this role, he has been responsible for all aspects of VPI's relationship with the U.S. government, including contract management, proposal development, facility security, personnel security, and export compliance. Col. Hendrickson has direct familiarity with VPI's classified programs, its ITAR-controlled defense articles classified under Category XI(a)(3), and its EAR-classified dual-use components designated under ECCNs 3A001, 3A991, and 3E001. He directly manages VPI's relationships with its principal government customers, including U.S. Army PEO IEW&S, AFRL, MDA, and DHS S&T, and he coordinates VPI's subcontract performance for Ironclad Defense Systems Inc. on the NAVSEA photonic sensor programs.

Col. Hendrickson also oversees VPI's export control compliance program, including the administration of VPI's three (3) active DSP-5 export licenses for deliveries of controlled defense articles to NATO ally end users in the United Kingdom and Australia. He has extensive experience in the preparation and management of Technology Control Plans and in the implementation of FOCI mitigation measures.

Under the draft NSA's personnel continuity provisions (Article VI, Section 6.2), Col. Hendrickson is one of three key VPI personnel who are required to remain employed by VPI for a minimum of twenty-four (24) months following the closing of the transaction. Any replacement of Col. Hendrickson during the continuity period must be approved by the GSC and DCSA. His nomination as a Security Board Member further reinforces HSAG's and VPI's commitment to maintaining continuity and stability in VPI's classified operations.

D. U.S. Citizenship

Col. Hendrickson is a citizen of the United States by birth.

E. Proposed Role on Reconstituted Board

Col. Hendrickson is proposed to serve as a Security Board Member on VPI's reconstituted five-member board of directors, and as a member of the Government Security Committee. He will continue to serve concurrently as VPI's Facility Security Officer, providing a direct link between the GSC's board-level oversight and the day-to-day administration of VPI's facility security program. His appointment ensures continuity of classified program oversight, personnel security management, and government customer relationships throughout the post-acquisition transition and beyond.

IV. Nominee 2 — Adrienne Delacroix

A. Current Position and Role

Adrienne Delacroix currently serves as an Independent Director on the board of directors of Marlowe Asset Management Photonics Inc. Ms. Delacroix has served in this capacity since 2018, providing independent oversight and governance to VPI's board. Importantly, Ms. Delacroix is not a designee of any shareholder group. She is not affiliated with, and was not designated by, either Ridgecrest Ventures Fund III, L.P., VPI's lead institutional investor, or Cascadian Capital Partners Growth Fund II, L.P., VPI's second largest institutional investor. Her appointment to VPI's pre-acquisition board was made on the basis of her independent qualifications and her relevant expertise in defense technology, corporate governance, and regulatory compliance.

B. Security Clearance Status

Ms. Delacroix currently holds an active security clearance at the SECRET level. While her current clearance is at the SECRET level rather than at the TS/SCI level specified in the draft NSA, the parties respectfully note that Ms. Delacroix is fully eligible for upgrade to TS/SCI clearance based on her background, prior government service, and the absence of any disqualifying factors. The parties propose to sponsor Ms. Delacroix's application for a TS/SCI security clearance promptly upon execution of the NSA. In the interim, the parties note that the draft NSA's transitional provisions (Article IV, Section 4.6) permit a Security Board Member to participate on the GSC at the SECRET level for a period not to exceed twelve (12) months following board reconstitution, provided that the member's TS/SCI application is pending and no adverse information has been identified.

Alternatively, if the Committee requires that all three Security Board Members hold or be eligible to hold TS/SCI clearances at the time of board reconstitution, the parties respectfully submit that Ms. Delacroix's biographical background, described below, fully supports expedited processing of her TS/SCI clearance application. Ms. Delacroix has no foreign ties, no adverse financial history, and no prior security violations or derogatory information that would impede the adjudication of her TS/SCI eligibility.

C. Biographical and Professional Background

Ms. Delacroix brings to VPI's board a distinguished career spanning government service, defense technology, and the semiconductor industry. She began her career as a program analyst at the Defense Advanced Research Projects Agency ("DARPA"), where she served for approximately seven (7) years in the microsystems Technology Office, overseeing advanced research programs in photonic integrated circuits and compound semiconductor devices. During her tenure at DARPA, Ms. Delacroix held a TS/SCI clearance and was extensively involved in the management of classified research portfolios.

Following her government service, Ms. Delacroix transitioned to the private sector, where she held senior executive positions at two defense-focused semiconductor companies. She served as Vice President of Strategic Programs at Lumen Defense Technologies, Inc. (now a subsidiary of Ridgeline Group), and subsequently as Senior Vice President and General Manager of the Advanced Sensors Division at Photon Dynamics International, LLC. In these roles, she managed government contract portfolios, oversaw ITAR compliance programs, and coordinated with DCSA on facility clearance and personnel security matters.

Ms. Delacroix has served on the boards of directors of multiple technology companies, including three companies subject to FOCI mitigation requirements. Her governance experience includes service on audit committees, compensation committees, and security oversight committees, and she has particular expertise in the design and implementation of board-level compliance structures for companies operating under Special Security Agreements and similar FOCI mitigation instruments.

Ms. Delacroix is fully independent of HSAG. She has no prior employment, consulting, or financial relationship with Halcyon Semiconductor AG or any of its subsidiaries, including Halcyon US Inc., located in Austin, Texas, and Halcyon US Holdings Inc., the transaction's direct acquiring entity. She is also independent of VPI's major shareholders: she is not a designee of Ridgecrest Ventures Fund III, L.P. (Franklin Yee, Managing Partner, 3300 Sand Hill Road, Suite 220, Menlo Park, California 94025) or Cascadian Capital Partners Growth Fund II, L.P. (Olivia Hartmann, Managing Director, 1201 Third Avenue, Suite 4400, Seattle, Washington 98101). Her relevant expertise in corporate governance, regulatory compliance, and defense-sector oversight uniquely qualifies her for service as a Security Board Member on VPI's reconstituted board.

D. U.S. Citizenship

Ms. Delacroix is a citizen of the United States.

E. Proposed Role on Reconstituted Board

Ms. Delacroix is proposed to serve as a Security Board Member on VPI's reconstituted five-member board of directors, and as a member of the Government Security Committee. Her continued service on VPI's board provides important governance continuity from the pre-acquisition period and ensures that the reconstituted board includes a member with independent judgment and deep familiarity with VPI's operations, culture, and government relationships. Ms. Delacroix's independence from HSAG, combined with her extensive defense-sector experience and her familiarity with FOCI mitigation requirements and DCSA procedures, make her an ideal candidate to serve as a Security Board Member alongside Col. Hendrickson and the proposed independent Security Director.

V. Nominee 3 — Proposed Independent Security Director

A. Rationale for the Independent Security Director Role

Article IV, Section 4.2 of the draft NSA requires that at least one of the three Security Board Members serve as an independent Security Director. The independent Security Director occupies a position of particular importance in the NSA's governance architecture: this individual serves as the primary safeguard against the risk that HSAG's ownership of VPI could compromise the security of classified information, ITAR-controlled technical data, or the integrity of VPI's government contract performance.

The draft NSA imposes the following qualifications for the independent Security Director:

(a) The independent Security Director must have no prior employment or financial relationship with either HSAG or any HSAG affiliate, or with VPI;

(b) The independent Security Director must be a citizen of the United States;

(d) The independent Security Director must possess significant experience in national security, defense, intelligence, or a related field; and

(e) The independent Security Director shall serve as the designated point of contact for CFIUS monitoring agencies — including DCSA, the Department of the Treasury, the Department of Defense, and the Department of Energy — as well as for the third-party compliance monitor retained pursuant to the NSA.

With respect to the third-party compliance monitor, the parties note that the Committee is currently reviewing the proposed engagement of Whitmore Compliance Group LLC ("WCG"), led by Gerald Whitmore, with offices at 1300 Crystal Drive, Suite 710, Arlington, Virginia 22202. The parties anticipate that WCG's appointment will be confirmed at the December 8, 2023 session. Upon confirmation, the independent Security Director will serve as the GSC's primary liaison to WCG, coordinating audit schedules, providing access to relevant documents and personnel, and facilitating the preparation of annual compliance reports.

B. Proposed Candidate

The parties have identified a specific individual whom they intend to propose for the independent Security Director role, subject to the Committee's approval. While the parties are prepared to confirm the candidate's identity upon receipt of the Committee's preliminary feedback on the proposed board composition, we provide below the candidate's professional profile to facilitate the Committee's initial assessment. If the Committee prefers that the candidate be identified by name at this stage, we are prepared to provide that information promptly upon request, together with the candidate's complete curriculum vitae and executed consent form.

The proposed candidate's profile is as follows:

• Government Service: The proposed candidate is a former senior U.S. government official with extensive experience in national security, defense acquisition, and the intelligence community. The candidate served in senior leadership positions at a department or agency within the U.S. Intelligence Community for a period exceeding fifteen (15) years, with responsibilities including oversight of signals intelligence programs, counterintelligence operations, and defense acquisition portfolios involving classified semiconductor and photonic technologies.

• Citizenship and Clearance: The proposed candidate is a citizen of the United States and maintained an active TS/SCI security clearance with additional Sensitive Compartmented Information access throughout the candidate's government career. The candidate's clearance was active within the past twenty-four (24) months and is eligible for reinstatement without the need for a new background investigation, in accordance with applicable DCSA reciprocity and reinstatement policies.

• Independence: The proposed candidate has no prior employment, consulting, or financial relationship with HSAG, VPI, or any of their respective affiliates. The candidate holds no financial interest in the transaction — the candidate is not a shareholder, option holder, or earnout beneficiary of VPI, HSAG, or any related entity. The candidate has no advisory or consulting relationship with any party to the transaction.

• FOCI Mitigation Experience: The proposed candidate has served as a board member or advisor to multiple companies subject to FOCI mitigation instruments, including Special Security Agreements, proxy agreements, and voting trust agreements administered by DCSA. The candidate is familiar with the operational requirements and compliance obligations associated with FOCI-mitigated governance structures.

• Cybersecurity Expertise: The proposed candidate has familiarity with the cybersecurity requirements of NIST Special Publication 800-171 ("Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations"), which are referenced in the NSA's Cybersecurity Annex (Annex D) as applicable to VPI's systems and networks.

• Board Experience: The proposed candidate has prior board-level experience, including service on the boards of directors of defense contractors and companies operating cleared facilities. The candidate has served on government security committees and compliance committees in the context of FOCI-mitigated companies.

C. Biographical Information

A summary of the proposed candidate's professional background is provided below. A complete curriculum vitae is enclosed as Enclosure 3 to this letter.

The proposed candidate served in the United States government for over two decades, primarily within the intelligence and defense communities. The candidate held progressively senior positions, culminating in a senior leadership role responsible for the oversight of advanced technology programs involving classified semiconductor devices, photonic sensor systems, and electronic warfare platforms. The candidate's government career included service at multiple agencies, with assignments involving strategic planning, acquisition management, counterintelligence oversight, and interagency coordination.

Following government service, the proposed candidate transitioned to the private sector, where the candidate has served in advisory and board capacities with defense technology companies and consulting firms focused on national security matters. The candidate's post-government career reflects a continued and active engagement with the defense and intelligence communities, including participation in classified advisory boards and industry working groups.

The proposed candidate has no relationships with non-allied foreign governments or foreign-owned entities that could raise FOCI concerns. The candidate's financial interests, foreign travel history, and personal associations are consistent with the security profile required for service as an independent Security Director under the draft NSA.

D. Security Clearance Status

The proposed candidate's TS/SCI security clearance was active within the past twenty-four (24) months and is eligible for reinstatement through DCSA. The candidate has no history of security violations, adverse security determinations, or derogatory information in any government security database. The parties are prepared to sponsor the candidate's clearance reinstatement promptly upon the Committee's preliminary approval of the candidate's nomination, and anticipate that reinstatement can be completed well in advance of the projected closing date.

E. Independence Confirmation

The parties hereby certify that the proposed independent Security Director candidate has no financial, employment, or consulting relationship with any of the following entities or individuals:

(a) Halcyon Semiconductor Aktiengesellschaft, or any HSAG subsidiary, including Halcyon US Holdings Inc. (Dover, Delaware) and Halcyon US Inc. (Austin, Texas);

(b) Marlowe Asset Management Photonics Inc.;

(c) Any VPI shareholder, including Ridgecrest Ventures Fund III, L.P.; Cascadian Capital Partners Growth Fund II, L.P.; Dr. Nathan Trevorrow or any Trevorrow family trust; Marissa Sung-Avila; or any angel investor or option holder of VPI;

(d) Any HSAG advisor, including Calderwood & Harkness LLP; Schilling Frey Rechtsanwälte (HSAG's German counsel); Ashgrove Capital Group (HSAG's financial advisor); or any member of the lending syndicate providing acquisition financing; and

(e) Any VPI advisor, including Wethersfield & Gale LLP (VPI's outside counsel) or Ridgeway Bancorp LLC (VPI's financial advisor).

The candidate has executed a written certification of independence, a copy of which is available for the Committee's review upon request.

F. Proposed Role on Reconstituted Board

The proposed candidate is nominated to serve as the Independent Security Director and Security Board Member on VPI's reconstituted board of directors. In this capacity, the candidate will:

(i) Serve as Chair of the Government Security Committee;

(ii) Act as the primary liaison to CFIUS monitoring agencies, including DCSA, the Department of the Treasury, the Department of Defense, and the Department of Energy;

(iii) Serve as the GSC's primary point of contact for the third-party compliance monitor, Whitmore Compliance Group LLC;

(iv) Possess the authority to convene ad hoc GSC meetings at any time and to escalate compliance concerns directly to the Committee without prior approval from HSAG or the HSAG Designees on VPI's board;

(v) Exercise oversight of the Technology Control Plan (NSA Annex B), including approval of all TCP amendments and review of quarterly TCP compliance audit results;

(vi) Exercise oversight of VPI's cybersecurity compliance obligations under the NSA's Cybersecurity Annex (Annex D), including compliance with NIST SP 800-171, coordination of annual penetration testing, and the seventy-two (72) hour DCSA incident reporting protocol for cybersecurity events; and

(vii) Exercise oversight of facility access procedures, including the enforcement of restrictions on HSAG personnel access to classified areas (Sections C-7 through C-12) at VPI's Albuquerque fabrication facility.

The independent Security Director's ability to escalate concerns directly to the Committee, independent of HSAG, is a critical feature of the governance structure and provides the Committee with an ongoing, unfiltered channel of communication regarding any security or compliance issues that may arise at VPI following the closing of the transaction.

VI. Collective Qualifications and Board Composition Analysis

The three proposed Security Board Members collectively possess the qualifications and attributes necessary to provide robust national security oversight of VPI's operations following the closing of the transaction. Specifically:

Security Clearances. All three nominees hold or are eligible to hold security clearances at the TS/SCI level. Col. Hendrickson holds an active TS/SCI clearance. The proposed independent Security Director holds or is eligible for reinstatement of a TS/SCI clearance. Ms. Delacroix holds an active SECRET clearance and is eligible for upgrade to TS/SCI; her upgrade application will be sponsored promptly upon NSA execution, and the draft NSA's transitional provisions permit her interim participation on the GSC at the SECRET level. The collective clearance profile of the three nominees is sufficient to provide oversight of VPI's full range of classified programs, including those at the SECRET level and any future programs that may require TS/SCI access.

Subject Matter Expertise. The three nominees collectively bring deep familiarity with DoD contracting practices, ITAR and EAR export control regimes, DCSA facility clearance requirements, personnel security adjudication processes, FOCI mitigation structures, and cybersecurity compliance under NIST SP 800-171. Col. Hendrickson provides operational expertise drawn from his day-to-day management of VPI's government programs and his service as FSO. Ms. Delacroix brings governance-level experience from her tenure on VPI's board and her prior executive roles at defense-focused semiconductor companies. The proposed independent Security Director contributes senior-level government experience in national security oversight and FOCI mitigation.

Independence. At least one nominee — the proposed independent Security Director — has no prior relationship with either HSAG or VPI, satisfying the draft NSA's independence requirement. Ms. Delacroix, while a current VPI board member, is independent of HSAG and of VPI's institutional shareholders. This distribution of independence ensures that the GSC includes both members with institutional knowledge of VPI and a member who brings fully independent judgment unclouded by any prior affiliation with either party.

Continuity. Col. Hendrickson and Ms. Delacroix both serve on VPI's current management team and board of directors, respectively. Their continued service on the reconstituted board preserves institutional knowledge, government customer relationships, and governance continuity during the transition to HSAG ownership.

The parties further confirm that the two HSAG designees, to be identified in a subsequent submission to the Committee, will not hold or seek U.S. government security clearances of any kind and will not access classified information, ITAR-controlled technical data, or VPI's classified facilities (including Sections C-7 through C-12 of the Albuquerque fabrication facility) without the prior written authorization of both the GSC and DCSA.

The five-member reconstituted board structure is designed to provide HSAG with legitimate governance participation in VPI's commercial and financial affairs while ensuring robust national security protections through the GSC's exclusive authority over all classified and controlled activities. The parties believe that this structure strikes the appropriate balance between the Committee's national security mandate and HSAG's reasonable interests as the owner of VPI.

VII. Personnel Continuity Commitment

The parties wish to address the relationship between the proposed Security Board Member nominations and the personnel continuity provisions of the draft NSA. Article VI, Section 6.2 of the draft NSA requires that three key VPI personnel remain employed by VPI for a minimum of twenty-four (24) months following the closing of the transaction:

(a) Dr. Nathan Trevorrow, Founder and Chief Executive Officer, who holds an active TS/SCI security clearance;

(b) Marissa Sung-Avila, President and Chief Operating Officer, who holds an active SECRET security clearance; and

(c) Colonel (Retired) Bryce Hendrickson, Vice President, Government Programs, and Facility Security Officer, who holds an active TS/SCI security clearance.

Any replacement of these individuals during the twenty-four (24) month continuity period must be approved by the GSC and DCSA, in consultation with the Committee's designated monitoring agencies.

Col. Hendrickson's nomination as a Security Board Member reinforces and complements the personnel continuity commitment. By serving simultaneously as a member of VPI's executive management team, as VPI's FSO, and as a member of the GSC, Col. Hendrickson will provide an integrated link between day-to-day classified operations and board-level security governance. His dual role ensures that the GSC has direct, real-time visibility into VPI's classified programs and facility security posture.

The parties note that Dr. Trevorrow and Ms. Sung-Avila will continue in their respective executive roles following the closing, but are not proposed as Security Board Members at this time. Dr. Trevorrow and Ms. Sung-Avila remain integral to VPI's operations and classified program execution, and they will continue to interact with the GSC in their capacities as members of VPI's senior management team. Their continued employment during the continuity period provides additional assurance of operational stability and mission continuity for VPI's government customers.

VIII. Process for Approval and Transition

The parties respectfully request that the Committee review and approve the proposed Security Board Member nominees at the earliest opportunity, ideally in conjunction with the ongoing NSA negotiation sessions that commenced on November 9, 2023, and are expected to continue through December 15, 2023. Early resolution of the board composition issue will facilitate the finalization of the NSA's governance provisions and will contribute to the efficient completion of the remaining open items in the NSA negotiation process.

The parties stand ready to provide any additional biographical information, financial disclosures, background materials, or supplemental certifications that the Committee or DCSA may require in connection with the evaluation of any nominee. To the extent the Committee wishes to conduct interviews with any of the proposed nominees, the parties will make each nominee available at the Committee's convenience.

The parties propose the following timeline for the approval and implementation of the board reconstitution:

(a) December 2023: Committee review and preliminary approval or comment on the proposed nominees; confirmation of the independent Security Director candidate's identity and submission of complete biographical materials.

(b) NSA Execution: Security Board Member identities to be confirmed in the final executed NSA, with the approved nominees identified by name in the NSA's annexes.

(c) Closing (targeted for early 2024): Board reconstitution to occur immediately upon the closing of the transaction, with the three Security Board Members and two HSAG Designees taking their seats on VPI's reconstituted board on the closing date.

(d) Post-Closing: Coordination with DCSA for any necessary security clearance upgrades — particularly Ms. Delacroix's TS/SCI clearance application — and for the FSO change-of-circumstance reporting required in connection with VPI's change in ownership.

The parties further note that the parallel process of engaging Whitmore Compliance Group LLC as the third-party compliance monitor is expected to advance at the December 8, 2023 session. Upon WCG's approval and engagement, WCG's first annual compliance audit — anticipated to be conducted within the first twelve (12) months following the closing — will assess, among other items, the proper constitution and functioning of the GSC, the implementation of the Technology Control Plan, and the effectiveness of the board governance structure in safeguarding classified information and ITAR-controlled technical data. The timely approval of the proposed Security Board Members will ensure that the GSC is fully constituted and operational in advance of WCG's initial audit.

IX. HSAG Designees (Informational Reference)

For the Committee's information, HSAG intends to designate two individuals to serve as the non-Security Board Members on VPI's reconstituted five-member board of directors. These designees will be senior HSAG executives or appointees selected by HSAG's management board (Vorstand) in consultation with HSAG's supervisory board (Aufsichtsrat). HSAG will provide the identities and biographical information of its designees to the Committee in a subsequent submission, or in connection with the finalization and execution of the NSA.

The parties reiterate the following commitments with respect to the HSAG Designees:

(a) The HSAG Designees will not hold or seek U.S. government security clearances at any level;

(b) The HSAG Designees will not access classified information of any kind, at any classification level;

(d) The HSAG Designees will not enter VPI's classified facilities, including clean room Sections C-7 through C-12 at the Albuquerque fabrication facility, without the prior written authorization of the GSC and DCSA; and

(e) The HSAG Designees may participate in VPI board deliberations on non-classified commercial matters, financial performance reporting, capital allocation, strategic planning (to the extent not involving classified or controlled programs), and general corporate governance.

The clear delineation of authority between the GSC (composed of the three Security Board Members) and the full board (including the two HSAG Designees) is a foundational element of the draft NSA's governance structure, and the parties are committed to implementing this delineation rigorously and in good faith.

X. Conclusion and Availability

The parties respectfully request the Committee's timely review of and feedback on the three proposed Security Board Member nominees described in this letter. HSAG and VPI believe that the proposed nominees — Col. (Ret.) Bryce Hendrickson, Adrienne Delacroix, and the proposed independent Security Director — collectively possess the qualifications, experience, independence, and institutional knowledge necessary to provide effective national security oversight of VPI following HSAG's acquisition.

Calderwood & Harkness LLP and Wethersfield & Gale LLP remain available to address any questions the Committee or DCSA may have regarding the proposed nominees, to participate in any follow-up discussions or interviews, and to provide any supplemental submissions that the Committee may require.

HSAG reaffirms its commitment to working collaboratively with the Committee to reach a mutually acceptable National Security Agreement that comprehensively addresses all national security concerns while enabling the transaction to proceed to a timely closing. The parties appreciate the Committee's diligence and constructive engagement throughout the review and investigation process, and look forward to the continued productive dialogue necessary to finalize the terms of NSA-2024-0019.

All inquiries regarding this submission should be directed to the undersigned or to Lt. Col. (Ret.) David Caruso, Senior Counsel, Calderwood & Harkness LLP, at (202) 555-7249 or dcaruso@calderwoodharkness.com, referencing CFIUS Case No. CFIUS-023-07-3841 and draft NSA reference NSA-2024-0019.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Margaret "Peggy" Ashworth Of Counsel National Security & CFIUS Practice 1750 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-7244

Email: mashworth@calderwoodharkness.com

On behalf of Halcyon Semiconductor Aktiengesellschaft

cc:

Stefan Lohse, General Counsel, Halcyon Semiconductor Aktiengesellschaft, Industriestraße 44, 01099 Dresden, Saxony, Germany

Beatrice Holloway, Partner, Calderwood & Harkness LLP, 399 Park Avenue, 31st Floor, New York, NY 10022

Lt. Col. (Ret.) David Caruso, Senior Counsel, Calderwood & Harkness LLP, 1750 K Street NW, Suite 800, Washington, DC 20006

Harrison Whitfield, Partner, Wethersfield & Gale LLP, 2000 Pennsylvania Avenue NW, Suite 600, Washington, DC 20006 (counsel to Marlowe Asset Management Photonics Inc.)

Dr. Nathan Trevorrow, Chief Executive Officer, Marlowe Asset Management Photonics Inc., 7400 Ridgeline Parkway, Colorado Springs, CO 80919

Enclosures:

Enclosure 1: Curriculum Vitae — Col. (Ret.) Bryce Hendrickson, USAF

Enclosure 2: Curriculum Vitae — Adrienne Delacroix

Enclosure 3: Curriculum Vitae — Proposed Independent Security Director

Enclosure 4: Executed Consent Forms from Each Nominee Authorizing CFIUS and DCSA Background Review

Enclosure 5: Draft Government Security Committee Charter (cross-reference to NSA Annex C)

CALDERWOOD & HARKNESS LLP 1750 K Street NW, Suite 800 Washington, DC 20006
Telephone: (202) 555-7200 Facsimile: (202) 555-7201
Margaret "Peggy" Ashworth Of Counsel, National Security & CFIUS Practice Direct Dial: (202) 555-7244
Email: mashworth@calderwoodharkness.com
December 1, 2023
VIA HAND DELIVERY AND SECURE ELECTRONIC TRANSMISSION
Staff Chairperson Committee on Foreign Investment in the United States U.S. Department of the Treasury Office of Investment Security 1500 Pennsylvania Avenue NW Washington, DC 20220
cc: Designated Representative, Department of Defense (Co-Lead Agency) Designated Representative, Department of Energy (Co-Lead Agency)
Re: CFIUS Case No. CFIUS-023-07-3841 — Proposed Security Board Members for Marlowe Asset Management Photonics Inc. in Connection with the Acquisition by Halcyon Semiconductor Aktiengesellschaft
Cross-Reference: Draft National Security Agreement (NSA-2024-0019), initially circulated by CFIUS on November 3, 2023; ongoing NSA negotiation sessions commenced November 9, 2023
Dear Staff Chairperson:
I. Introduction and Purpose
Calderwood & Harkness LLP serves as counsel to Halcyon Semiconductor Aktiengesellschaft ("HSAG"), a publicly traded German semiconductor company listed on the Frankfurt Stock Exchange (XETRA: HLC), headquartered at Industriestraße 44, 01099 Dresden, Saxony, Federal Republic of Germany. We submit this letter on behalf of HSAG in connection with the above-referenced matter and in furtherance of the ongoing negotiations regarding the draft National Security Agreement designated NSA-2024-0019.
As the Committee is aware, HSAG has proposed to acquire one hundred percent (100%) of the outstanding equity interests of Marlowe Asset Management Photonics Inc. ("VPI"), a Delaware C-corporation incorporated on February 14, 2009, and headquartered at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919. The acquisition is to be effected through Halcyon US Holdings Inc. ("HUSHI"), a Delaware corporation formed on June 5, 2023, and registered at 160 Greentree Drive, Suite 101, Dover, Delaware 19904, which will serve as the direct acquiring entity and sole stockholder of VPI following the closing of the transaction.
The transaction is governed by a Stock Purchase Agreement executed on June 10, 2023 (the "SPA"), pursuant to which HSAG, through HUSHI, has agreed to acquire all outstanding shares of VPI common stock for a purchase price of $1.42 billion in all-cash consideration on a cash-free, debt-free basis. The parties filed a joint voluntary notice with the Committee on July 14, 2023. The Committee commenced its forty-five (45) day review on July 21, 2023, and initiated a subsequent forty-five (45) day investigation on September 4, 2023. On October 20, 2023, the Committee communicated its preliminary national security concerns to the parties, and the draft NSA was circulated by the Committee on November 3, 2023.
The purpose of this letter is to formally propose three individuals to serve as Security Board Members on VPI's reconstituted board of directors, as contemplated by the governance provisions set forth in Article IV of the draft National Security Agreement (NSA-2024-0019). These provisions require that, following the closing of the transaction, VPI's board of directors be reconstituted as a five (5) member board composed of three (3) Security Board Members and two (2) HSAG designees. Each of the three Security Board Members must be a United States citizen who holds or is eligible to hold a security clearance at the Top Secret/Sensitive Compartmented Information (TS/SCI) level. At least one of the three Security Board Members must serve as an independent Security Director who has no prior employment or financial relationship with HSAG or any of its affiliates. The two HSAG designees may participate in non-classified business decisions but are prohibited from accessing classified information or technical data controlled under the International Traffic in Arms Regulations ("ITAR").
In addition, the draft NSA requires the establishment of a Government Security Committee ("GSC") composed of the three Security Board Members. The GSC is vested with exclusive authority over all classified and ITAR-controlled programs, personnel security, and facility security matters pertaining to VPI and its operations. The GSC serves as the principal governance mechanism through which the Committee's national security concerns are addressed at the board level.
This letter is submitted jointly by HSAG and VPI, in coordination with VPI's outside counsel, Wethersfield & Gale LLP, represented by Harrison Whitfield, lead partner. Both parties have reviewed this submission and concur in the proposed nominations set forth herein. The proposed nominees have been vetted by VPI management and, where applicable, have consented to the submission of their biographical information and supporting materials for the Committee's review.
II. Summary of Board Governance Requirements Under the Draft NSA
Before addressing each individual nominee, it is useful to summarize the governance architecture contemplated by the draft NSA, as the proposed nominees have been selected specifically to satisfy the requirements set forth therein.
A. Board Reconstitution
Article IV, Section 4.1 of the draft NSA provides that, effective upon the closing of the transaction, VPI's board of directors shall be reconstituted to consist of five (5) members in the following composition:
(a) Three (3) Security Board Members, each of whom must be a citizen of the United States and must hold or be eligible to hold a security clearance at the TS/SCI level. At least one Security Board Member must serve as an independent Security Director, defined as an individual who (i) has no prior employment, consulting, or financial relationship with HSAG or any HSAG affiliate, (ii) has no prior employment, consulting, or financial relationship with VPI, and (iii) possesses significant experience in national security, defense, intelligence, or a related field. The Security Board Members are collectively responsible for oversight of all matters relating to classified information, ITAR-controlled technical data, personnel security, facility security, and compliance with the NSA.
(b) Two (2) HSAG Designees, who shall be senior executives or appointees of HSAG. The HSAG Designees may participate in VPI board deliberations on non-classified commercial matters, financial performance, strategic planning, and general corporate governance. However, the HSAG Designees are prohibited from holding or seeking U.S. government security clearances, and they may not access classified information, ITAR-controlled technical data, or VPI's classified facilities at any time without the prior written approval of the GSC and the Defense Counterintelligence and Security Agency ("DCSA").
B. Government Security Committee: Exclusive Authorities
Article IV, Section 4.3 of the draft NSA establishes the Government Security Committee, to be composed of the three Security Board Members, with the following exclusive authorities:
(i) Classified Program Oversight. The GSC shall exercise exclusive oversight authority over all programs, contracts, and activities involving classified information at any level. VPI currently holds a Facility Security Clearance at the SECRET level, CAGE Code 7VK92, at its fabrication facility located at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113. All decisions pertaining to the execution, modification, or termination of classified contracts, and all interactions with U.S. government contracting officers relating to classified programs, shall be subject to GSC oversight.
(ii) ITAR-Controlled Programs. The GSC shall exercise exclusive oversight authority over all programs, contracts, and activities involving defense articles, defense services, or technical data controlled under the ITAR. VPI holds DDTC Registration No. M-24817 and manufactures products classified as ITAR Category XI(a)(3) defense articles, as well as components classified under Export Administration Regulations ("EAR") Export Control Classification Number ("ECCN") 3A001, ECCN 3A991, and ECCN 3E001. The GSC's authority extends to all export license applications, including VPI's three (3) active DSP-5 export licenses for deliveries to NATO allies (specifically the United Kingdom and Australia).
(iii) Personnel Security. The GSC shall have exclusive authority over all personnel security decisions for VPI employees holding or requiring U.S. government security clearances. As of the date of this letter, VPI employs 486 individuals, of whom 212 hold active U.S. government security clearances at various levels. The GSC shall approve all new clearance applications, adjudicate all adverse information reports, and oversee all periodic reinvestigation processes for cleared personnel.
(iv) Facility Security. The GSC shall have exclusive authority over all facility security matters, including physical access controls for classified areas at VPI's Albuquerque fabrication facility. The classified areas consist of clean room Sections C-7 through C-12 at the Albuquerque facility, which house the classified fabrication lines and associated secure computing infrastructure. HSAG personnel, including HSAG Designees serving on VPI's board, may not enter Sections C-7 through C-12 without prior GSC and DCSA authorization.
(v) Technology Control Plan. The GSC shall exercise exclusive oversight authority over the Technology Control Plan ("TCP") governing the transfer of VPI technical data. The TCP, to be finalized as Annex B to the NSA, establishes procedures and safeguards to prevent the unauthorized transfer of classified information, ITAR-controlled technical data, and controlled unclassified information ("CUI") to HSAG or any foreign person. The GSC shall approve all amendments to the TCP and shall conduct or commission quarterly audits of TCP compliance.
C. VPI's Active Government Contracts
The significance of the GSC's role is underscored by the scope of VPI's active government contract portfolio. VPI currently holds fourteen (14) active contracts with the U.S. Department of Defense and other federal agencies, with an aggregate contract backlog of approximately $193 million. VPI's principal government customers include the U.S. Army Program Executive Office for intelligence, Electronic Warfare and Sensors ("PEO IEW&S"), the Air Force Research Laboratory ("AFRL"), the Missile Defense Agency ("MDA"), and the U.S. Department of Homeland Security Science and Technology Directorate ("DHS S&T"). In addition, VPI serves as a subcontractor to Ironclad Defense Systems Inc. in its capacity as the prime contractor for the U.S. Navy Naval Sea Systems Command ("NAVSEA") on certain photonic sensor programs. The GSC's oversight authority extends to all of these contract relationships and associated classified and controlled activities.
D. Submission for CFIUS and DCSA Review
The nominees proposed herein have been vetted by VPI management and are submitted for the Committee's review and approval. The parties further submit these nominations for coordination with DCSA, as the designated monitoring agency under the draft NSA, to ensure that each nominee's security clearance status and background are consistent with DCSA's requirements for service on the board of a FOCI-mitigated company.
III. Nominee 1 — Colonel (Retired) Bryce Hendrickson, USAF
A. Current Position and Role
Colonel (Retired) Bryce Hendrickson, United States Air Force, currently serves as Vice President, Government Programs, at Marlowe Asset Management Photonics Inc. In this capacity, Col. Hendrickson is responsible for the management and oversight of all VPI government contracts, facility security operations, personnel security administration, and export compliance activities. Col. Hendrickson also serves as VPI's designated Facility Security Officer ("FSO"), registered with DCSA in connection with VPI's Facility Security Clearance (CAGE Code 7VK92, SECRET level) at the Albuquerque fabrication facility at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113.
Col. Hendrickson is a member of VPI's current management team and has been with the company since its early growth phase, during which he was instrumental in establishing the infrastructure necessary for VPI to obtain its Facility Security Clearance and to compete for classified government contracts. He maintains his principal office at VPI's Albuquerque cleared facility, from which he directly oversees day-to-day classified operations and government customer relationships.
B. Security Clearance Status
Col. Hendrickson holds an active security clearance at the Top Secret/Sensitive Compartmented Information (TS/SCI) level. His clearance has been maintained continuously throughout his tenure at VPI in connection with his responsibilities for VPI's classified government programs. As VPI's FSO, Col. Hendrickson is registered with DCSA as the individual responsible for the administration of VPI's Facility Security Clearance, personnel clearance processing, and security incident reporting. Under the terms of the draft NSA, the parties propose that Col. Hendrickson continue to serve as VPI's FSO following the closing of the transaction, thereby providing continuity in VPI's facility security administration during the post-acquisition transition.
C. Biographical and Professional Background
Col. Hendrickson is a career United States Air Force officer who retired at the rank of Colonel following more than twenty-six (26) years of distinguished military service. During his military career, Col. Hendrickson served in a series of progressively responsible assignments focused on signals intelligence ("SIGINT"), electronic warfare ("EW"), and defense acquisition programs. His assignments included command and staff positions at the Air Force intelligence, Surveillance and Reconnaissance Agency (now the 16th Air Force), the Air Force Life Cycle Management Center, and the National Security Agency, where he served as a liaison officer responsible for coordinating Air Force requirements with NSA collection platforms. Col. Hendrickson's military career provided him with extensive experience in the management of classified programs, the oversight of sensitive compartmented information, and the acquisition of advanced electronic systems.
Upon his retirement from the Air Force, Col. Hendrickson joined VPI as Vice President, Government Programs. In this role, he has been responsible for all aspects of VPI's relationship with the U.S. government, including contract management, proposal development, facility security, personnel security, and export compliance. Col. Hendrickson has direct familiarity with VPI's classified programs, its ITAR-controlled defense articles classified under Category XI(a)(3), and its EAR-classified dual-use components designated under ECCNs 3A001, 3A991, and 3E001. He directly manages VPI's relationships with its principal government customers, including U.S. Army PEO IEW&S, AFRL, MDA, and DHS S&T, and he coordinates VPI's subcontract performance for Ironclad Defense Systems Inc. on the NAVSEA photonic sensor programs.
Col. Hendrickson also oversees VPI's export control compliance program, including the administration of VPI's three (3) active DSP-5 export licenses for deliveries of controlled defense articles to NATO ally end users in the United Kingdom and Australia. He has extensive experience in the preparation and management of Technology Control Plans and in the implementation of FOCI mitigation measures.
Under the draft NSA's personnel continuity provisions (Article VI, Section 6.2), Col. Hendrickson is one of three key VPI personnel who are required to remain employed by VPI for a minimum of twenty-four (24) months following the closing of the transaction. Any replacement of Col. Hendrickson during the continuity period must be approved by the GSC and DCSA. His nomination as a Security Board Member further reinforces HSAG's and VPI's commitment to maintaining continuity and stability in VPI's classified operations.
D. U.S. Citizenship
Col. Hendrickson is a citizen of the United States by birth.
E. Proposed Role on Reconstituted Board
Col. Hendrickson is proposed to serve as a Security Board Member on VPI's reconstituted five-member board of directors, and as a member of the Government Security Committee. He will continue to serve concurrently as VPI's Facility Security Officer, providing a direct link between the GSC's board-level oversight and the day-to-day administration of VPI's facility security program. His appointment ensures continuity of classified program oversight, personnel security management, and government customer relationships throughout the post-acquisition transition and beyond.
IV. Nominee 2 — Adrienne Delacroix
A. Current Position and Role
Adrienne Delacroix currently serves as an Independent Director on the board of directors of Marlowe Asset Management Photonics Inc. Ms. Delacroix has served in this capacity since 2018, providing independent oversight and governance to VPI's board. Importantly, Ms. Delacroix is not a designee of any shareholder group. She is not affiliated with, and was not designated by, either Ridgecrest Ventures Fund III, L.P., VPI's lead institutional investor, or Cascadian Capital Partners Growth Fund II, L.P., VPI's second largest institutional investor. Her appointment to VPI's pre-acquisition board was made on the basis of her independent qualifications and her relevant expertise in defense technology, corporate governance, and regulatory compliance.
B. Security Clearance Status
Ms. Delacroix currently holds an active security clearance at the SECRET level. While her current clearance is at the SECRET level rather than at the TS/SCI level specified in the draft NSA, the parties respectfully note that Ms. Delacroix is fully eligible for upgrade to TS/SCI clearance based on her background, prior government service, and the absence of any disqualifying factors. The parties propose to sponsor Ms. Delacroix's application for a TS/SCI security clearance promptly upon execution of the NSA. In the interim, the parties note that the draft NSA's transitional provisions (Article IV, Section 4.6) permit a Security Board Member to participate on the GSC at the SECRET level for a period not to exceed twelve (12) months following board reconstitution, provided that the member's TS/SCI application is pending and no adverse information has been identified.
Alternatively, if the Committee requires that all three Security Board Members hold or be eligible to hold TS/SCI clearances at the time of board reconstitution, the parties respectfully submit that Ms. Delacroix's biographical background, described below, fully supports expedited processing of her TS/SCI clearance application. Ms. Delacroix has no foreign ties, no adverse financial history, and no prior security violations or derogatory information that would impede the adjudication of her TS/SCI eligibility.
C. Biographical and Professional Background
Ms. Delacroix brings to VPI's board a distinguished career spanning government service, defense technology, and the semiconductor industry. She began her career as a program analyst at the Defense Advanced Research Projects Agency ("DARPA"), where she served for approximately seven (7) years in the microsystems Technology Office, overseeing advanced research programs in photonic integrated circuits and compound semiconductor devices. During her tenure at DARPA, Ms. Delacroix held a TS/SCI clearance and was extensively involved in the management of classified research portfolios.
Following her government service, Ms. Delacroix transitioned to the private sector, where she held senior executive positions at two defense-focused semiconductor companies. She served as Vice President of Strategic Programs at Lumen Defense Technologies, Inc. (now a subsidiary of Ridgeline Group), and subsequently as Senior Vice President and General Manager of the Advanced Sensors Division at Photon Dynamics International, LLC. In these roles, she managed government contract portfolios, oversaw ITAR compliance programs, and coordinated with DCSA on facility clearance and personnel security matters.
Ms. Delacroix has served on the boards of directors of multiple technology companies, including three companies subject to FOCI mitigation requirements. Her governance experience includes service on audit committees, compensation committees, and security oversight committees, and she has particular expertise in the design and implementation of board-level compliance structures for companies operating under Special Security Agreements and similar FOCI mitigation instruments.
Ms. Delacroix is fully independent of HSAG. She has no prior employment, consulting, or financial relationship with Halcyon Semiconductor AG or any of its subsidiaries, including Halcyon US Inc., located in Austin, Texas, and Halcyon US Holdings Inc., the transaction's direct acquiring entity. She is also independent of VPI's major shareholders: she is not a designee of Ridgecrest Ventures Fund III, L.P. (Franklin Yee, Managing Partner, 3300 Sand Hill Road, Suite 220, Menlo Park, California 94025) or Cascadian Capital Partners Growth Fund II, L.P. (Olivia Hartmann, Managing Director, 1201 Third Avenue, Suite 4400, Seattle, Washington 98101). Her relevant expertise in corporate governance, regulatory compliance, and defense-sector oversight uniquely qualifies her for service as a Security Board Member on VPI's reconstituted board.
D. U.S. Citizenship
Ms. Delacroix is a citizen of the United States.
E. Proposed Role on Reconstituted Board
Ms. Delacroix is proposed to serve as a Security Board Member on VPI's reconstituted five-member board of directors, and as a member of the Government Security Committee. Her continued service on VPI's board provides important governance continuity from the pre-acquisition period and ensures that the reconstituted board includes a member with independent judgment and deep familiarity with VPI's operations, culture, and government relationships. Ms. Delacroix's independence from HSAG, combined with her extensive defense-sector experience and her familiarity with FOCI mitigation requirements and DCSA procedures, make her an ideal candidate to serve as a Security Board Member alongside Col. Hendrickson and the proposed independent Security Director.
V. Nominee 3 — Proposed Independent Security Director
A. Rationale for the Independent Security Director Role
Article IV, Section 4.2 of the draft NSA requires that at least one of the three Security Board Members serve as an independent Security Director. The independent Security Director occupies a position of particular importance in the NSA's governance architecture: this individual serves as the primary safeguard against the risk that HSAG's ownership of VPI could compromise the security of classified information, ITAR-controlled technical data, or the integrity of VPI's government contract performance.
The draft NSA imposes the following qualifications for the independent Security Director:
(a) The independent Security Director must have no prior employment or financial relationship with either HSAG or any HSAG affiliate, or with VPI;
(b) The independent Security Director must be a citizen of the United States;
(c) The independent Security Director must hold or be eligible to hold a security clearance at the TS/SCI level;
(d) The independent Security Director must possess significant experience in national security, defense, intelligence, or a related field; and
(e) The independent Security Director shall serve as the designated point of contact for CFIUS monitoring agencies — including DCSA, the Department of the Treasury, the Department of Defense, and the Department of Energy — as well as for the third-party compliance monitor retained pursuant to the NSA.
With respect to the third-party compliance monitor, the parties note that the Committee is currently reviewing the proposed engagement of Whitmore Compliance Group LLC ("WCG"), led by Gerald Whitmore, with offices at 1300 Crystal Drive, Suite 710, Arlington, Virginia 22202. The parties anticipate that WCG's appointment will be confirmed at the December 8, 2023 session. Upon confirmation, the independent Security Director will serve as the GSC's primary liaison to WCG, coordinating audit schedules, providing access to relevant documents and personnel, and facilitating the preparation of annual compliance reports.
B. Proposed Candidate
The parties have identified a specific individual whom they intend to propose for the independent Security Director role, subject to the Committee's approval. While the parties are prepared to confirm the candidate's identity upon receipt of the Committee's preliminary feedback on the proposed board composition, we provide below the candidate's professional profile to facilitate the Committee's initial assessment. If the Committee prefers that the candidate be identified by name at this stage, we are prepared to provide that information promptly upon request, together with the candidate's complete curriculum vitae and executed consent form.
The proposed candidate's profile is as follows:
• Government Service: The proposed candidate is a former senior U.S. government official with extensive experience in national security, defense acquisition, and the intelligence community. The candidate served in senior leadership positions at a department or agency within the U.S. Intelligence Community for a period exceeding fifteen (15) years, with responsibilities including oversight of signals intelligence programs, counterintelligence operations, and defense acquisition portfolios involving classified semiconductor and photonic technologies.
• Citizenship and Clearance: The proposed candidate is a citizen of the United States and maintained an active TS/SCI security clearance with additional Sensitive Compartmented Information access throughout the candidate's government career. The candidate's clearance was active within the past twenty-four (24) months and is eligible for reinstatement without the need for a new background investigation, in accordance with applicable DCSA reciprocity and reinstatement policies.
• Independence: The proposed candidate has no prior employment, consulting, or financial relationship with HSAG, VPI, or any of their respective affiliates. The candidate holds no financial interest in the transaction — the candidate is not a shareholder, option holder, or earnout beneficiary of VPI, HSAG, or any related entity. The candidate has no advisory or consulting relationship with any party to the transaction.
• FOCI Mitigation Experience: The proposed candidate has served as a board member or advisor to multiple companies subject to FOCI mitigation instruments, including Special Security Agreements, proxy agreements, and voting trust agreements administered by DCSA. The candidate is familiar with the operational requirements and compliance obligations associated with FOCI-mitigated governance structures.
• Cybersecurity Expertise: The proposed candidate has familiarity with the cybersecurity requirements of NIST Special Publication 800-171 ("Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations"), which are referenced in the NSA's Cybersecurity Annex (Annex D) as applicable to VPI's systems and networks.
• Board Experience: The proposed candidate has prior board-level experience, including service on the boards of directors of defense contractors and companies operating cleared facilities. The candidate has served on government security committees and compliance committees in the context of FOCI-mitigated companies.
C. Biographical Information
A summary of the proposed candidate's professional background is provided below. A complete curriculum vitae is enclosed as Enclosure 3 to this letter.
The proposed candidate served in the United States government for over two decades, primarily within the intelligence and defense communities. The candidate held progressively senior positions, culminating in a senior leadership role responsible for the oversight of advanced technology programs involving classified semiconductor devices, photonic sensor systems, and electronic warfare platforms. The candidate's government career included service at multiple agencies, with assignments involving strategic planning, acquisition management, counterintelligence oversight, and interagency coordination.
Following government service, the proposed candidate transitioned to the private sector, where the candidate has served in advisory and board capacities with defense technology companies and consulting firms focused on national security matters. The candidate's post-government career reflects a continued and active engagement with the defense and intelligence communities, including participation in classified advisory boards and industry working groups.
The proposed candidate has no relationships with non-allied foreign governments or foreign-owned entities that could raise FOCI concerns. The candidate's financial interests, foreign travel history, and personal associations are consistent with the security profile required for service as an independent Security Director under the draft NSA.
D. Security Clearance Status
The proposed candidate's TS/SCI security clearance was active within the past twenty-four (24) months and is eligible for reinstatement through DCSA. The candidate has no history of security violations, adverse security determinations, or derogatory information in any government security database. The parties are prepared to sponsor the candidate's clearance reinstatement promptly upon the Committee's preliminary approval of the candidate's nomination, and anticipate that reinstatement can be completed well in advance of the projected closing date.
E. Independence Confirmation
The parties hereby certify that the proposed independent Security Director candidate has no financial, employment, or consulting relationship with any of the following entities or individuals:
(a) Halcyon Semiconductor Aktiengesellschaft, or any HSAG subsidiary, including Halcyon US Holdings Inc. (Dover, Delaware) and Halcyon US Inc. (Austin, Texas);
(b) Marlowe Asset Management Photonics Inc.;
(c) Any VPI shareholder, including Ridgecrest Ventures Fund III, L.P.; Cascadian Capital Partners Growth Fund II, L.P.; Dr. Nathan Trevorrow or any Trevorrow family trust; Marissa Sung-Avila; or any angel investor or option holder of VPI;
(d) Any HSAG advisor, including Calderwood & Harkness LLP; Schilling Frey Rechtsanwälte (HSAG's German counsel); Ashgrove Capital Group (HSAG's financial advisor); or any member of the lending syndicate providing acquisition financing; and
(e) Any VPI advisor, including Wethersfield & Gale LLP (VPI's outside counsel) or Ridgeway Bancorp LLC (VPI's financial advisor).
The candidate has executed a written certification of independence, a copy of which is available for the Committee's review upon request.
F. Proposed Role on Reconstituted Board
The proposed candidate is nominated to serve as the Independent Security Director and Security Board Member on VPI's reconstituted board of directors. In this capacity, the candidate will:
(i) Serve as Chair of the Government Security Committee;
(ii) Act as the primary liaison to CFIUS monitoring agencies, including DCSA, the Department of the Treasury, the Department of Defense, and the Department of Energy;
(iii) Serve as the GSC's primary point of contact for the third-party compliance monitor, Whitmore Compliance Group LLC;
(iv) Possess the authority to convene ad hoc GSC meetings at any time and to escalate compliance concerns directly to the Committee without prior approval from HSAG or the HSAG Designees on VPI's board;
(v) Exercise oversight of the Technology Control Plan (NSA Annex B), including approval of all TCP amendments and review of quarterly TCP compliance audit results;
(vi) Exercise oversight of VPI's cybersecurity compliance obligations under the NSA's Cybersecurity Annex (Annex D), including compliance with NIST SP 800-171, coordination of annual penetration testing, and the seventy-two (72) hour DCSA incident reporting protocol for cybersecurity events; and
(vii) Exercise oversight of facility access procedures, including the enforcement of restrictions on HSAG personnel access to classified areas (Sections C-7 through C-12) at VPI's Albuquerque fabrication facility.
The independent Security Director's ability to escalate concerns directly to the Committee, independent of HSAG, is a critical feature of the governance structure and provides the Committee with an ongoing, unfiltered channel of communication regarding any security or compliance issues that may arise at VPI following the closing of the transaction.
VI. Collective Qualifications and Board Composition Analysis
The three proposed Security Board Members collectively possess the qualifications and attributes necessary to provide robust national security oversight of VPI's operations following the closing of the transaction. Specifically:
Security Clearances. All three nominees hold or are eligible to hold security clearances at the TS/SCI level. Col. Hendrickson holds an active TS/SCI clearance. The proposed independent Security Director holds or is eligible for reinstatement of a TS/SCI clearance. Ms. Delacroix holds an active SECRET clearance and is eligible for upgrade to TS/SCI; her upgrade application will be sponsored promptly upon NSA execution, and the draft NSA's transitional provisions permit her interim participation on the GSC at the SECRET level. The collective clearance profile of the three nominees is sufficient to provide oversight of VPI's full range of classified programs, including those at the SECRET level and any future programs that may require TS/SCI access.
Subject Matter Expertise. The three nominees collectively bring deep familiarity with DoD contracting practices, ITAR and EAR export control regimes, DCSA facility clearance requirements, personnel security adjudication processes, FOCI mitigation structures, and cybersecurity compliance under NIST SP 800-171. Col. Hendrickson provides operational expertise drawn from his day-to-day management of VPI's government programs and his service as FSO. Ms. Delacroix brings governance-level experience from her tenure on VPI's board and her prior executive roles at defense-focused semiconductor companies. The proposed independent Security Director contributes senior-level government experience in national security oversight and FOCI mitigation.
Independence. At least one nominee — the proposed independent Security Director — has no prior relationship with either HSAG or VPI, satisfying the draft NSA's independence requirement. Ms. Delacroix, while a current VPI board member, is independent of HSAG and of VPI's institutional shareholders. This distribution of independence ensures that the GSC includes both members with institutional knowledge of VPI and a member who brings fully independent judgment unclouded by any prior affiliation with either party.
Continuity. Col. Hendrickson and Ms. Delacroix both serve on VPI's current management team and board of directors, respectively. Their continued service on the reconstituted board preserves institutional knowledge, government customer relationships, and governance continuity during the transition to HSAG ownership.
The parties further confirm that the two HSAG designees, to be identified in a subsequent submission to the Committee, will not hold or seek U.S. government security clearances of any kind and will not access classified information, ITAR-controlled technical data, or VPI's classified facilities (including Sections C-7 through C-12 of the Albuquerque fabrication facility) without the prior written authorization of both the GSC and DCSA.
The five-member reconstituted board structure is designed to provide HSAG with legitimate governance participation in VPI's commercial and financial affairs while ensuring robust national security protections through the GSC's exclusive authority over all classified and controlled activities. The parties believe that this structure strikes the appropriate balance between the Committee's national security mandate and HSAG's reasonable interests as the owner of VPI.
VII. Personnel Continuity Commitment
The parties wish to address the relationship between the proposed Security Board Member nominations and the personnel continuity provisions of the draft NSA. Article VI, Section 6.2 of the draft NSA requires that three key VPI personnel remain employed by VPI for a minimum of twenty-four (24) months following the closing of the transaction:
(a) Dr. Nathan Trevorrow, Founder and Chief Executive Officer, who holds an active TS/SCI security clearance;
(b) Marissa Sung-Avila, President and Chief Operating Officer, who holds an active SECRET security clearance; and
(c) Colonel (Retired) Bryce Hendrickson, Vice President, Government Programs, and Facility Security Officer, who holds an active TS/SCI security clearance.
Any replacement of these individuals during the twenty-four (24) month continuity period must be approved by the GSC and DCSA, in consultation with the Committee's designated monitoring agencies.
Col. Hendrickson's nomination as a Security Board Member reinforces and complements the personnel continuity commitment. By serving simultaneously as a member of VPI's executive management team, as VPI's FSO, and as a member of the GSC, Col. Hendrickson will provide an integrated link between day-to-day classified operations and board-level security governance. His dual role ensures that the GSC has direct, real-time visibility into VPI's classified programs and facility security posture.
The parties note that Dr. Trevorrow and Ms. Sung-Avila will continue in their respective executive roles following the closing, but are not proposed as Security Board Members at this time. Dr. Trevorrow and Ms. Sung-Avila remain integral to VPI's operations and classified program execution, and they will continue to interact with the GSC in their capacities as members of VPI's senior management team. Their continued employment during the continuity period provides additional assurance of operational stability and mission continuity for VPI's government customers.
VIII. Process for Approval and Transition
The parties respectfully request that the Committee review and approve the proposed Security Board Member nominees at the earliest opportunity, ideally in conjunction with the ongoing NSA negotiation sessions that commenced on November 9, 2023, and are expected to continue through December 15, 2023. Early resolution of the board composition issue will facilitate the finalization of the NSA's governance provisions and will contribute to the efficient completion of the remaining open items in the NSA negotiation process.
The parties stand ready to provide any additional biographical information, financial disclosures, background materials, or supplemental certifications that the Committee or DCSA may require in connection with the evaluation of any nominee. To the extent the Committee wishes to conduct interviews with any of the proposed nominees, the parties will make each nominee available at the Committee's convenience.
The parties propose the following timeline for the approval and implementation of the board reconstitution:
(a) December 2023: Committee review and preliminary approval or comment on the proposed nominees; confirmation of the independent Security Director candidate's identity and submission of complete biographical materials.
(b) NSA Execution: Security Board Member identities to be confirmed in the final executed NSA, with the approved nominees identified by name in the NSA's annexes.
(c) Closing (targeted for early 2024): Board reconstitution to occur immediately upon the closing of the transaction, with the three Security Board Members and two HSAG Designees taking their seats on VPI's reconstituted board on the closing date.
(d) Post-Closing: Coordination with DCSA for any necessary security clearance upgrades — particularly Ms. Delacroix's TS/SCI clearance application — and for the FSO change-of-circumstance reporting required in connection with VPI's change in ownership.
The parties further note that the parallel process of engaging Whitmore Compliance Group LLC as the third-party compliance monitor is expected to advance at the December 8, 2023 session. Upon WCG's approval and engagement, WCG's first annual compliance audit — anticipated to be conducted within the first twelve (12) months following the closing — will assess, among other items, the proper constitution and functioning of the GSC, the implementation of the Technology Control Plan, and the effectiveness of the board governance structure in safeguarding classified information and ITAR-controlled technical data. The timely approval of the proposed Security Board Members will ensure that the GSC is fully constituted and operational in advance of WCG's initial audit.
IX. HSAG Designees (Informational Reference)
For the Committee's information, HSAG intends to designate two individuals to serve as the non-Security Board Members on VPI's reconstituted five-member board of directors. These designees will be senior HSAG executives or appointees selected by HSAG's management board (Vorstand) in consultation with HSAG's supervisory board (Aufsichtsrat). HSAG will provide the identities and biographical information of its designees to the Committee in a subsequent submission, or in connection with the finalization and execution of the NSA.
The parties reiterate the following commitments with respect to the HSAG Designees:
(a) The HSAG Designees will not hold or seek U.S. government security clearances at any level;
(b) The HSAG Designees will not access classified information of any kind, at any classification level;
(c) The HSAG Designees will not access ITAR-controlled technical data or defense articles;
(d) The HSAG Designees will not enter VPI's classified facilities, including clean room Sections C-7 through C-12 at the Albuquerque fabrication facility, without the prior written authorization of the GSC and DCSA; and
(e) The HSAG Designees may participate in VPI board deliberations on non-classified commercial matters, financial performance reporting, capital allocation, strategic planning (to the extent not involving classified or controlled programs), and general corporate governance.
The clear delineation of authority between the GSC (composed of the three Security Board Members) and the full board (including the two HSAG Designees) is a foundational element of the draft NSA's governance structure, and the parties are committed to implementing this delineation rigorously and in good faith.
X. Conclusion and Availability
The parties respectfully request the Committee's timely review of and feedback on the three proposed Security Board Member nominees described in this letter. HSAG and VPI believe that the proposed nominees — Col. (Ret.) Bryce Hendrickson, Adrienne Delacroix, and the proposed independent Security Director — collectively possess the qualifications, experience, independence, and institutional knowledge necessary to provide effective national security oversight of VPI following HSAG's acquisition.
Calderwood & Harkness LLP and Wethersfield & Gale LLP remain available to address any questions the Committee or DCSA may have regarding the proposed nominees, to participate in any follow-up discussions or interviews, and to provide any supplemental submissions that the Committee may require.
HSAG reaffirms its commitment to working collaboratively with the Committee to reach a mutually acceptable National Security Agreement that comprehensively addresses all national security concerns while enabling the transaction to proceed to a timely closing. The parties appreciate the Committee's diligence and constructive engagement throughout the review and investigation process, and look forward to the continued productive dialogue necessary to finalize the terms of NSA-2024-0019.
All inquiries regarding this submission should be directed to the undersigned or to Lt. Col. (Ret.) David Caruso, Senior Counsel, Calderwood & Harkness LLP, at (202) 555-7249 or dcaruso@calderwoodharkness.com, referencing CFIUS Case No. CFIUS-023-07-3841 and draft NSA reference NSA-2024-0019.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Margaret "Peggy" Ashworth Of Counsel National Security & CFIUS Practice 1750 K Street NW, Suite 800 Washington, DC 20006 Telephone: (202) 555-7244
Email: mashworth@calderwoodharkness.com
On behalf of Halcyon Semiconductor Aktiengesellschaft
cc:
Stefan Lohse, General Counsel, Halcyon Semiconductor Aktiengesellschaft, Industriestraße 44, 01099 Dresden, Saxony, Germany
Beatrice Holloway, Partner, Calderwood & Harkness LLP, 399 Park Avenue, 31st Floor, New York, NY 10022
Lt. Col. (Ret.) David Caruso, Senior Counsel, Calderwood & Harkness LLP, 1750 K Street NW, Suite 800, Washington, DC 20006
Harrison Whitfield, Partner, Wethersfield & Gale LLP, 2000 Pennsylvania Avenue NW, Suite 600, Washington, DC 20006 (counsel to Marlowe Asset Management Photonics Inc.)
Dr. Nathan Trevorrow, Chief Executive Officer, Marlowe Asset Management Photonics Inc., 7400 Ridgeline Parkway, Colorado Springs, CO 80919
Enclosures:
Enclosure 1: Curriculum Vitae — Col. (Ret.) Bryce Hendrickson, USAF
Enclosure 2: Curriculum Vitae — Adrienne Delacroix
Enclosure 3: Curriculum Vitae — Proposed Independent Security Director
Enclosure 4: Executed Consent Forms from Each Nominee Authorizing CFIUS and DCSA Background Review
Enclosure 5: Draft Government Security Committee Charter (cross-reference to NSA Annex C)

CALDERWOOD & HARKNESS LLP 1750 K Street NW, Suite 800 Washington, DC 20006

VIA HAND DELIVERY AND SECURE ELECTRONIC TRANSMISSION

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts