1032-00004 · Client 1032 · Pre-Filing

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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT

INTERNAL MEMORANDUM

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

TO:

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

James Prentice, Billing Partner, Mergers & Acquisitions Calderwood & Harkness LLP, 399 Park Avenue, 31st Floor, New York, NY 10022

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

Priya Venkataraman, Associate, International Trade & Sanctions Calderwood & Harkness LLP, 1750 K Street NW, Suite 800, Washington, DC 20006

Kenneth Morales, Associate, Corporate/M&A Calderwood & Harkness LLP, 399 Park Avenue, 31st Floor, New York, NY 10022

CC: Stefan Lohse, General Counsel (Chefjustitiar), Halcyon Semiconductor AG (for information — to be transmitted under separate cover of Beatrice Holloway's correspondence)

DATE: June 20, 2023

RE: Pre-Filing Consultation with U.S. Department of the Treasury, Office of Investment Security — Summary of June 19, 2023 Meeting

MATTER: Halcyon Semiconductor AG / Marlowe Asset Management Photonics Inc. — CFIUS Filing

MATTER NO.: 1032-00004

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I. PURPOSE AND BACKGROUND

This memorandum memorializes the substance and key outcomes of the informal pre-filing consultation held on the afternoon of Monday, June 19, 2023, between representatives of Halcyon Semiconductor Aktiengesellschaft ("HSAG") and Marlowe Asset Management Photonics Inc. ("VPI") and staff from the U.S. Department of the Treasury, Office of Investment Security ("OIS"), in connection with HSAG's proposed acquisition of one hundred percent (100%) of the outstanding equity interests of VPI for approximately $1.42 billion in aggregate consideration on an all-cash, cash-free/debt-free basis (the "Proposed Transaction"). The pre-filing consultation is a routine and recommended step under the regulations implementing the Committee on Foreign Investment in the United States ("CFIUS") and is intended to facilitate a more efficient and productive formal review process.

The meeting was requested by Calderwood & Harkness LLP, acting as counsel to the acquiror HSAG, by formal letter dated June 15, 2023, addressed to the Staff Chairperson of CFIUS at the Office of Investment Security. The request was submitted in coordination with Wethersfield & Gale LLP, counsel to VPI and the selling shareholders (the "Selling Shareholder Group"), and indicated that both parties intended to file a joint voluntary notice under 31 C.F.R. § 800.501 in connection with the Proposed Transaction.

The purposes of the pre-filing consultation were fourfold: (1) to introduce the Proposed Transaction to Treasury OIS staff and provide an overview of the parties, structure, and national security dimensions of the transaction; (2) to preview the key national security considerations that the engagement team has identified, including issues relating to VPI's classified and ITAR-controlled programs, its defense supply chain role, and HSAG's status as a German acquiror with limited operations in the People's Republic of China ("PRC"); (3) to gauge Treasury's preliminary reactions to the transaction and the acquiror's proposed mitigation framework; and (4) to identify specific areas where the formal joint voluntary notice should provide enhanced detail or supplemental disclosures, so that the filing is as complete as possible upon initial submission and the likelihood of substantial requests for additional information ("RFIs") is minimized.

For context, the Stock Purchase Agreement governing the Proposed Transaction (the "SPA") was executed by all parties on June 10, 2023. Calderwood & Harkness formally opened the CFIUS engagement workstream on June 12, 2023, pursuant to authorization from the Engagement Letter dated May 22, 2023, as amended by Engagement Letter Amendment No. 1 dated June 1, 2023. The CFIUS engagement runs in parallel with the ongoing transactional and regulatory workstreams, including antitrust review (HSR filing anticipated for early July 2023), German FDI screening under the Außenwirtschaftsverordnung (AWV), and export control and intellectual property diligence.

This memorandum is intended solely for internal use by the Calderwood & Harkness engagement team and is protected by the attorney-client privilege and the attorney work product doctrine. A separate, appropriately tailored summary will be transmitted to the client by Beatrice Holloway under cover of her separate correspondence.

II. MEETING LOGISTICS

A. Date, Time, and Format

The pre-filing consultation took place on June 19, 2023, from approximately 2:00 PM to 3:45 PM Eastern Daylight Time (EDT), for a total duration of approximately one hour and forty-five minutes. The meeting was conducted in person at the offices of the U.S. Department of the Treasury, Office of Investment Security, located at 1500 Pennsylvania Avenue NW, Washington, DC. The meeting was held in a secure conference room designated by OIS staff for pre-filing consultations. No materials were left with Treasury staff following the meeting; the presentation was displayed on screen during the session but was not provided in hard copy, consistent with the parties' preference and standard practice for pre-filing meetings.

B. Attendees — Buyer's Side (HSAG)

The following individuals attended the meeting on behalf of HSAG and its counsel:

• Margaret "Peggy" Ashworth, Of Counsel, National Security & CFIUS Practice Group, Calderwood & Harkness LLP — Lead CFIUS counsel for HSAG; led the presentation and responded to the majority of Treasury's substantive questions.

• Lt. Col. (Ret.) David Caruso, Senior Counsel, Government Contracts & Export Controls, Calderwood & Harkness LLP — Participated in the discussion of VPI's government contracts portfolio, Facility Security Clearance, FOCI mitigation, and export control compliance matters.

• Stefan Lohse, General Counsel (Chefjustitiar), Halcyon Semiconductor AG — Attended by invitation of counsel as the authorized representative of the acquiring party. Mr. Lohse is a German and United States dual citizen, admitted to the New York bar, and served as the principal client representative during the meeting. Mr. Lohse provided direct responses to Treasury's questions regarding HSAG's corporate structure, governance, and China operations. No other HSAG personnel were present at the meeting.

C. Attendees — Seller's / Target's Side (VPI)

The following individuals attended the meeting on behalf of VPI and the Selling Shareholder Group:

• Harrison Whitfield, Lead Partner, Government Contracts & National Security Practice, Wethersfield & Gale LLP — Lead CFIUS counsel for VPI; presented on VPI's business operations, government programs, and security clearance posture.

• Tobias Kwan, Senior Associate, Wethersfield & Gale LLP — Assisted Mr. Whitfield during the presentation and provided supplemental information regarding VPI's export control compliance program and IP portfolio.

No VPI management personnel attended the meeting. Messrs. Whitfield and Kwan represented VPI's interests in their capacity as outside counsel. The decision not to include VPI management was made jointly by both sets of counsel in advance of the meeting, consistent with the approach agreed upon during the Pre-Filing Coordination Call held on June 16, 2023. This decision reflected the view that an attorney-led presentation would be more efficient for this initial consultation and that VPI management personnel could be made available for any subsequent meetings if requested by Treasury.

D. Attendees — Treasury / CFIUS Staff

Approximately four officials from the Treasury Department's Office of Investment Security were present in the meeting room. In accordance with standard practice for pre-filing consultations, the names of Treasury staff are not recorded in this memorandum. Treasury officials identified themselves by their titles and functional roles during the meeting, but it was understood that their identities would not be recorded for external distribution. The officials present included senior staff responsible for transaction review in the defense and technology sectors.

Of particular note, Treasury staff indicated during the meeting that the Department of Defense ("DoD") and the Department of Energy ("DOE") would be designated as co-lead agencies for the formal CFIUS review of the Proposed Transaction, in light of VPI's defense semiconductor activities, its active DoD contracts, its work involving gallium nitride (GaN) power and RF semiconductor technology with dual-use applications, and its relationships with DoD and DOE-affiliated programs. This designation was expected and is consistent with the agency assignment patterns observed in comparable transactions involving defense-related semiconductor companies.

III. PRESENTATION SUMMARY

Calderwood & Harkness LLP and Wethersfield & Gale LLP delivered a joint briefing to Treasury OIS staff using a 22-slide presentation deck prepared specifically for the pre-filing consultation (referenced separately as the "Pre-Filing Briefing Presentation," dated June 19, 2023, and maintained in the matter file at Document ID 1032-00004-PF-001). The presentation was designed to provide a comprehensive but concise overview of the Proposed Transaction, the parties, the national security landscape, and the acquiror's proposed approach to mitigation of any national security concerns.

The key topics covered during the presentation are summarized below.

A. Transaction Overview

The presentation opened with a summary of the Proposed Transaction's structure and financial terms. HSAG proposes to acquire one hundred percent (100%) of the outstanding equity interests of VPI through HSAG's newly formed, wholly owned Delaware subsidiary, Halcyon US Holdings Inc. ("HUSH"), which was incorporated in the State of Delaware on June 5, 2023. HUSH's registered agent is located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. Following consummation of the Proposed Transaction, VPI will become a wholly owned indirect subsidiary of HSAG, with HUSH serving as the intermediate U.S. holding company.

The aggregate purchase price for the Proposed Transaction is $1.42 billion, payable entirely in cash on a cash-free/debt-free basis at closing, subject to customary working capital adjustments. In addition to the base purchase price, the SPA provides for an earnout mechanism with a maximum aggregate additional consideration of $85 million, payable in two tranches tied to government-contract revenue milestones achieved by VPI during calendar years 2024 and 2025, respectively. The maximum aggregate consideration under the SPA, including the earnout, is therefore $1.505 billion.

The financing structure for the Proposed Transaction was presented as follows:

• Senior Secured Term Loan: $900 million senior secured term loan facility provided by a syndicate of lenders led by Meridian National Bank, as administrative agent, with Atlas Commercial Lending AG and Pacific Basin Credit Corp. serving as co-lead arrangers and bookrunners. The commitment letters for the term loan facility were executed on June 8, 2023 and are conditioned on, among other things, completion of CFIUS clearance.

• Equity Contribution: $520 million equity contribution from HSAG's balance sheet cash reserves, supplemented by a €300 million draw on HSAG's existing revolving credit facility with Rheinische Handelsbank AG (Frankfurt). The revolving credit facility is an existing corporate facility that was not arranged specifically for the Proposed Transaction.

The presentation noted that the financing structure does not involve any foreign government-affiliated lending institutions, sovereign wealth funds, or non-allied country sources, a point emphasized to Treasury as relevant to the assessment of the transaction's national security implications.

B. Description of HSAG (Acquiror)

The presentation provided a detailed overview of HSAG, the acquiror. HSAG is organized as an Aktiengesellschaft (stock corporation) under the laws of the Federal Republic of Germany. The company is publicly traded on the Frankfurt Stock Exchange under the XETRA ticker symbol HLC. HSAG is headquartered at Industriestraße 44, 01099 Dresden, Saxony, Germany, and operates a global semiconductor business focused on power electronics, automotive semiconductors, industrial sensors, and advanced compound semiconductor materials.

Key financial and operational data presented to Treasury included the following:

• Market Capitalization: Approximately €14.8 billion (as of June 1, 2023).

• FY2022 Revenue: €6.12 billion.

• FY2022 EBITDA: €1.37 billion.

• Global Employees: Approximately 28,400 across operations in Germany, Austria, Malaysia, Singapore, Japan, the People's Republic of China, and the United States.

HSAG's existing U.S. operations were described. HSAG currently operates in the United States through Halcyon US Inc., a wholly owned subsidiary incorporated in Delaware and headquartered at 11501 Alterra Parkway, Suite 300, Austin, Texas 78758. Halcyon US Inc. is a fabless design center focused on consumer and automotive power management semiconductor design, employing approximately 320 individuals. Halcyon US Inc. does not perform any classified work, does not hold a Facility Security Clearance, and does not currently hold any U.S. government contracts. Its activities are entirely commercial in nature.

HSAG's senior leadership was identified as follows:

• Chief Executive Officer: Dr. Maximilian Ehrhardt

• Chief Financial Officer: Katarina Brückner

• General Counsel (Chefjustitiar): Stefan Lohse

The presentation emphasized that HSAG is a widely held public company with no government ownership, government control, or government board representation of any kind. No single shareholder holds more than 5% of HSAG's outstanding shares. HSAG is not subject to any foreign government direction, and its management and supervisory board (Vorstand and Aufsichtsrat) are composed entirely of private-sector professionals and independent directors.

C. Description of VPI (Target)

The presentation provided an extensive description of VPI, the target company, covering its corporate history, operations, technology, government programs, security posture, and regulatory status. This section of the presentation was led by Harrison Whitfield of Wethersfield & Gale on behalf of VPI, supplemented by additional detail from Tobias Kwan.

VPI is a Delaware C-corporation, originally incorporated on February 14, 2009. The company is headquartered at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919, and operates a manufacturing fabrication facility ("fab") at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113. The Albuquerque fab facility encompasses approximately 45,000 square feet of cleanroom and support space and is equipped for the fabrication of gallium nitride on silicon carbide (GaN-on-SiC) semiconductor devices. The facility holds a Facility Security Clearance ("FCL") at the SECRET level, issued and monitored by the Defense Counterintelligence and Security Agency ("DCSA"), and is identified by CAGE Code 7VK92.

VPI's senior management team was presented as follows:

• Chief Executive Officer: Dr. Nathan Trevorrow, founder, former program manager at the Defense Advanced Research Projects Agency ("DARPA"), holding an active TS/SCI security clearance.

• President and Chief Operating Officer: Marissa Sung-Avila, former officer in the U.S. Army signal corps, holding an active SECRET security clearance.

• Vice President, Government Programs / Facility Security Officer ("FSO"): Col. (Ret.) Bryce Hendrickson, USAF, holding an active TS/SCI security clearance.

Key financial and operational metrics for VPI were presented:

• FY2022 Revenue: $287.4 million.

• FY2022 EBITDA: $61.2 million.

• Total Employees: 486.

• Cleared Employees: 212 individuals holding active U.S. government security clearances, representing approximately 43.6% of VPI's total workforce.

VPI's government contracts portfolio was summarized as comprising fourteen (14) active contracts with the U.S. Department of Defense, including both prime contracts and subcontracts, with an aggregate remaining backlog of approximately $193 million. The specific contracting agencies and entities identified include:

• U.S. Army Program Executive Office for intelligence, Electronic Warfare & Sensors ("PEO IEW&S")

• Air Force Research Laboratory ("AFRL")

• Missile Defense Agency ("MDA")

• A subcontract to Ironclad Defense Systems Inc. under a prime contract with the U.S. Navy Naval Sea Systems Command ("NAVSEA")

• Department of Homeland Security Science and Technology Directorate ("DHS S&T")

VPI's products include items classified as defense articles under the International Traffic in Arms Regulations ("ITAR"), specifically falling within United States Munitions List ("USML") Category XI(a)(3), as well as dual-use components controlled under the Export Administration Regulations ("EAR") and classified under Export Control Classification Number ("ECCN") 3A001. VPI has been registered with the Directorate of Defense Trade Controls ("DDTC") of the U.S. Department of State since 2011 and holds Registration No. M-24817. VPI currently maintains three (3) active DSP-5 export licenses authorizing deliveries of defense articles to NATO allied customers in the United Kingdom and Australia.

VPI's intellectual property portfolio was summarized as follows:

• U.S. Patents Granted: 47

• U.S. Patent Applications Pending: 12

• Patents Developed Under Government-Funded Contracts: 23 (subject to Bayh-Dole Act march-in rights under 35 U.S.C. § 203)

• Registered Internal Trade Secrets: 31

The presentation emphasized that VPI occupies a strategically significant position in the U.S. defense semiconductor supply chain, particularly in the development and fabrication of GaN-based transmit/receive (T/R) modules for missile defense, electronic warfare, and advanced radar applications. This role implicates critical national security interests and is a key factor driving the CFIUS review.

D. Existing VPI Shareholders

The presentation provided an overview of VPI's existing ownership structure. All existing shareholders of VPI are U.S. persons, and no foreign person currently holds any direct or indirect ownership interest in VPI. The current ownership composition is as follows:

The presentation noted that neither Ridgecrest Ventures Fund III, L.P. nor Cascadian Capital Partners Growth Fund II, L.P. has any foreign limited partners holding more than a de minimis interest. Detailed ownership information for these funds will be included in the formal notice as required under 31 C.F.R. § 800.501.

E. CFIUS Jurisdiction — Covered Transaction

The presentation included a brief recap of the jurisdictional analysis underpinning the parties' determination that the Proposed Transaction constitutes a "covered transaction" within the meaning of Section 721 of the Defense Production Act of 1950, as amended, and the implementing regulations at 31 C.F.R. Part 800. Specifically, the Proposed Transaction constitutes a "covered transaction" under 31 C.F.R. § 800.213 because it involves the acquisition by a foreign person (HSAG, through its Delaware subsidiary HUSH) of control over a U.S. business (VPI) that qualifies as a "TID U.S. business" under 31 C.F.R. § 800.248.

VPI qualifies as a TID U.S. business because it is engaged in the design, fabrication, and sale of critical technologies, including: (a) GaN semiconductor devices classified under ECCN 3A001 and subject to export controls under the EAR; and (b) defense articles classified under USML Category XI(a)(3) and subject to the ITAR. Additionally, VPI holds a Facility Security Clearance at the SECRET level and performs on classified U.S. government contracts, further establishing its status as a TID U.S. business under the critical technology and sensitive government contracts prongs of the regulation.

The presentation noted that the Proposed Transaction triggers the mandatory filing requirement under 31 C.F.R. § 800.401 for transactions involving critical technology TID U.S. businesses. However, Calderwood & Harkness recommended — and VPI's counsel concurred — that the parties file a full joint voluntary notice under 31 C.F.R. § 800.501 rather than a short-form declaration under § 800.401(e), given the complexity of the transaction, the sensitivity of VPI's classified programs, and the near-certainty that CFIUS would require a full review in any event. Treasury staff confirmed during the meeting that a full joint notice was the appropriate filing path and that a short-form declaration would be insufficient given the nature and scope of the Proposed Transaction.

F. HSAG's Proposed Mitigation Framework

The final substantive section of the presentation outlined HSAG's initial proposed mitigation framework, which HSAG is prepared to offer as the basis for a National Security Agreement ("NSA") or similar mitigation instrument that may be required by CFIUS as a condition of clearance. The framework was presented at a high level, with the understanding that it would be developed in greater detail during the notice preparation process and would be subject to negotiation with CFIUS member agencies during the review. The key elements of the proposed framework include:

1. Reconstitution of VPI Board of Directors: Following closing, VPI's board of directors would be reconstituted to include designated Security Board Members who are United States citizens holding (or eligible to hold) active U.S. government security clearances. The Security Board Members would be selected jointly by HSAG and CFIUS (or the monitoring agency) and would serve in their capacity as fiduciaries of VPI with particular responsibility for safeguarding national security interests.

2. Establishment of a Government Security Committee ("GSC"): A Government Security Committee would be established within VPI's board governance structure, composed exclusively of Security Board Members. The GSC would have exclusive authority over all matters relating to classified and ITAR-controlled programs, personnel security decisions for cleared employees, facility security, export compliance, and relationships with U.S. government contracting agencies.

3. Technology Control Plan ("TCP"): HSAG would implement a comprehensive Technology Control Plan governing the flow of information between VPI and HSAG and its non-U.S. affiliates. The TCP would establish clear boundaries regarding what technical data, trade secrets, and proprietary information may be shared with HSAG (limited to uncontrolled commercial business information) and would prohibit any transfer of classified, ITAR-controlled, or CUI-designated technical data to HSAG or any non-U.S. person without prior authorization from the GSC and compliance with applicable export control requirements.

4. Retention of Key VPI Personnel: HSAG would commit to retaining key VPI management personnel, including Col. (Ret.) Bryce Hendrickson as Facility Security Officer, for a minimum transition period to be agreed upon. The retention of experienced, cleared personnel was presented as essential to maintaining continuity of VPI's security and compliance programs.

5. IT System Segregation: HSAG would implement physical and logical separation of VPI's information technology systems from HSAG's global enterprise network. VPI's classified and unclassified networks, email systems, engineering platforms, and data repositories would be maintained on separate, independent infrastructure with no connectivity to HSAG systems outside of specifically authorized and monitored channels for uncontrolled business information.

6. Third-Party Compliance Monitor: HSAG expressed its willingness to engage a CFIUS-approved third-party compliance monitor to oversee adherence to the terms of any NSA or mitigation agreement, conduct periodic audits, and report to the monitoring agency.

7. Maintenance of Facility Security Clearance: HSAG would commit to maintaining VPI's existing Facility Security Clearance at the SECRET level at the Albuquerque facility (CAGE Code 7VK92), including cooperation with DCSA in transitioning VPI's FOCI status to the appropriate mitigation framework.

Treasury staff listened to the mitigation framework presentation without providing substantive feedback on its adequacy. This was expected; Treasury typically reserves detailed mitigation discussions for the formal review and investigation phases. However, Treasury's questions during the subsequent Q&A portion of the meeting (described in Section IV below) provided significant insight into the areas where Treasury and the co-lead agencies will focus their analysis of the proposed mitigation.

IV. TREASURY OIS PRELIMINARY QUESTIONS AND AREAS OF CONCERN

Following the joint presentation, Treasury OIS staff posed a substantial number of questions and identified several areas where they indicated that more detailed information and analysis would be expected in the formal joint voluntary notice. The Q&A session lasted approximately fifty minutes and covered a broad range of topics. The questions and concerns raised by Treasury are organized below by topic area. Where responses were provided during the meeting, those responses are also summarized.

A. HSAG's China Operations

Treasury devoted significant attention to HSAG's operations in the People's Republic of China. This was the single area that received the most sustained and detailed questioning during the meeting, and Treasury staff made clear that it would be an area of significant focus during the formal review. The specific questions and lines of inquiry raised by Treasury included the following:

• Nature and Scope of HSAG's China Subsidiary: Treasury asked for a detailed description of the operations of Halcyon Semiconductor (Shanghai) Co., Ltd. ("Halcyon Shanghai"), including the products manufactured or sold through the entity, the identity and nature of its customers (commercial, government, military, or dual-use), and whether Halcyon Shanghai maintains any direct or indirect relationships with PRC government entities, PRC military or intelligence services, or entities on the U.S. Entity List or other restricted party lists.

• Revenue Attributable to China Operations: Treasury asked for a precise breakdown of HSAG's revenue attributable to its China operations, both through Halcyon Shanghai directly and through any other sales channels serving PRC-based customers.

• GaN, Defense-Related, or Dual-Use Semiconductor Activities in or Through China: Treasury asked specifically whether any GaN semiconductor research, development, fabrication, or sales activities are conducted in or through the PRC, or whether any defense-related or dual-use semiconductor products are sold to PRC customers. This question was asked with particular emphasis.

• Chinese Government Ownership, Board Representation, or Governance Influence: Treasury asked whether any PRC government entities, PRC state-owned enterprises, PRC sovereign wealth funds, or PRC government-affiliated investment vehicles hold any ownership stakes in HSAG or any of its subsidiaries, or whether any such entities have board representation, veto rights, special share classes, golden shares, or other forms of governance influence or control over HSAG.

• Joint Ventures, Technology-Sharing Agreements, and R&D Partnerships: Treasury asked whether HSAG or any of its affiliates maintain any joint ventures, technology-sharing agreements, cooperative research and development arrangements, licensing agreements, or similar partnerships with any PRC-based entities, including universities, research institutes, or state-affiliated technology enterprises.

• Access of China-Based Employees to VPI Technology Post-Closing: Treasury asked whether any HSAG employees based in the PRC currently hold, or would post-closing hold, positions that would afford them access to VPI technology, technical data, trade secrets, or proprietary information, either directly or through HSAG's global enterprise systems.

Mr. Lohse provided initial oral responses to these questions on behalf of HSAG. His responses, which were consistent with the information previously provided to Calderwood & Harkness during the diligence process, were as follows:

• Halcyon Shanghai generates approximately $81.4 million in annual revenue, representing approximately 1.3% of HSAG's total consolidated revenue.

• Halcyon Shanghai's activities are limited to the design and sale of consumer-grade power management integrated circuits (ICs) for the Chinese consumer electronics market.

• No GaN semiconductor work, defense-related semiconductor work, or dual-use semiconductor activities of any kind are conducted in or through China.

• There is no PRC government ownership of, or board representation on, HSAG or any of its subsidiaries. HSAG has no golden shares, special share classes, or governance mechanisms affording any government entity influence over its management or operations.

• HSAG does not maintain any joint ventures, technology-sharing agreements, or R&D partnerships with any PRC-based entities.

• No HSAG employees based in China hold positions that would provide access to VPI technology post-closing under the proposed governance and IT segregation framework.

Treasury acknowledged Mr. Lohse's responses but stated clearly that HSAG's China operations would be an area of significant focus during the formal review. Treasury staff indicated that they expected the formal notice to include comprehensive written disclosures regarding all aspects of HSAG's China presence, including but not limited to a detailed description of Halcyon Shanghai's operations, complete revenue breakdown by product line and customer segment, employee count and organizational structure, any PRC regulatory requirements or obligations imposed on HSAG as a condition of operating in China, and a full listing of all interactions between HSAG and PRC government entities at any level. Treasury indicated that follow-up questions from DoD and the intelligence community on this topic were highly probable.

B. Cybersecurity Posture

Treasury raised substantial questions regarding both HSAG's enterprise cybersecurity framework and the proposed post-closing cybersecurity environment for VPI. This line of questioning reflected Treasury's increasing emphasis on cybersecurity as a critical element of CFIUS national security analysis, particularly in transactions involving companies that handle classified national security information ("CNSI") and controlled unclassified information ("CUI"). The specific questions and concerns raised by Treasury included the following:

• HSAG's Cybersecurity Certifications: Treasury asked what cybersecurity certifications HSAG currently holds at the enterprise level, specifically referencing ISO 27001 (information security management systems), SOC 2 (service organization controls), and any sector-specific certifications applicable to the semiconductor industry.

• HSAG's Cybersecurity Incident History: Treasury asked whether HSAG has experienced any material cybersecurity breaches, intrusions, data exfiltration events, ransomware attacks, or other significant cybersecurity incidents within the past five (5) years, and if so, the nature, scope, and remediation of each incident.

• IT System Segregation Plan: Treasury requested a detailed explanation of the proposed IT system segregation between VPI and HSAG post-closing. Specifically, Treasury asked how physical and logical separation would be achieved and maintained, what specific systems would be segregated (email, ERP, engineering design platforms, document management systems, cloud infrastructure), whether VPI's systems would continue to operate on dedicated, VPI-controlled infrastructure, and what monitoring and access controls would be implemented at the boundary points.

• VPI's NIST SP 800-171 Compliance: Treasury asked whether VPI currently complies with the requirements of NIST Special Publication 800-171, Revision 2 (Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations), as required under Defense Federal Acquisition Regulation Supplement ("DFARS") Clause 252.204-7012 for DoD contractors handling CUI. Treasury asked for VPI's current self-assessment score and the date of its most recent assessment.

• VPI's Cybersecurity Incident Reporting Protocols: Treasury asked about VPI's existing protocols for reporting cybersecurity incidents to contracting agencies, DCSA, and other relevant government entities.

• Migration of VPI Data to HSAG Infrastructure: Treasury asked directly whether HSAG intends to migrate any VPI data — classified, CUI, or otherwise controlled — to HSAG cloud infrastructure, shared enterprise platforms, or any systems accessible to non-U.S. HSAG personnel. Treasury's framing of this question strongly suggested that any such migration would be viewed with deep concern.

• Third-Party Penetration Testing: Treasury asked whether the parties plan to conduct annual third-party penetration testing of VPI's information systems post-closing, and whether the results of such testing would be made available to the monitoring agency under any resulting NSA.

Treasury staff emphasized that cybersecurity would be a key area of concern for CFIUS throughout the review process, given the classified and CUI nature of VPI's work, the presence of 212 cleared employees, and the potential for HSAG — as a high-profile European semiconductor company — to be targeted by foreign intelligence services seeking to use HSAG's global network as a vector to access VPI's sensitive systems and data. Treasury staff referenced, in general terms, the increasing sophistication of state-sponsored cyber threats targeting the defense industrial base, and indicated that the cybersecurity mitigation provisions in any NSA resulting from this review would be among the most detailed and prescriptive elements of the agreement.

C. Post-Closing Governance and FOCI Mitigation

Treasury asked detailed and probing questions about the proposed post-closing governance structure for VPI, focusing on how HSAG's foreign ownership, control, or influence ("FOCI") would be mitigated in a manner consistent with VPI's continued eligibility to hold a Facility Security Clearance and perform on classified contracts. The specific questions included:

• Board Composition: Treasury asked for specifics regarding the proposed composition of VPI's reconstituted board of directors, including the precise number of Security Board Members versus HSAG-designated directors, the security clearance requirements applicable to each category of director, and whether the Security Board Members would constitute a majority of the board.

• Scope of the Government Security Committee: Treasury asked for a detailed description of the scope of authority of the proposed Government Security Committee, and specifically whether the GSC would have exclusive and unilateral authority over: (a) all classified programs, (b) all ITAR-controlled programs and activities, (c) personnel security decisions (hiring, termination, and clearance sponsorship for cleared employees), (d) facility security, (e) export compliance decisions, and (f) relationships with U.S. government customers and contracting officers.

• Identity of Proposed Security Board Members: Treasury indicated its interest in reviewing the qualifications, professional backgrounds, and clearance status of any proposed candidates for the Security Board Member positions. Treasury noted that the identity and caliber of the Security Board Members is a critical factor in CFIUS's assessment of whether the proposed governance structure will be effective in practice.

• SSA vs. NSA Framework: Treasury asked whether the proposed post-closing governance structure was intended to function as a Special Security Agreement ("SSA") under the National Industrial Security Program Operating Manual ("NISPOM"), or whether it would operate as a CFIUS-specific National Security Agreement separate from any FOCI mitigation instrument required by DCSA. Treasury also asked whether HSAG contemplated that a separate FOCI mitigation instrument might be required under the NISPOM framework, in addition to any NSA negotiated through CFIUS.

• Interaction with DCSA Oversight: Treasury asked how the proposed CFIUS mitigation framework would interact with DCSA's existing and continuing oversight of VPI's Facility Security Clearance (CAGE Code 7VK92). Treasury was clearly focused on ensuring that the CFIUS and DCSA processes would be coordinated and that the resulting mitigation instruments would be complementary rather than conflicting.

• HSAG Designee Access to Classified Information: Treasury asked directly whether HSAG-designated directors on VPI's board would be permitted any access to classified information, classified programs, or classified contract details. The framing of this question strongly suggested that Treasury would expect the answer to be no.

• Material Changes and Pre-Notification Requirements: Treasury asked how "material changes" to VPI's business would be defined under the proposed governance framework, and what pre-notification or pre-approval requirements would apply before VPI could undertake significant business decisions such as changes to its product lines, entry into new government contract programs, changes to its security clearance posture, significant capital expenditures at the Albuquerque facility, or disposition of significant assets.

The governance and FOCI mitigation questions occupied a substantial portion of the Q&A session and made clear that Treasury expects the formal notice to include a well-developed, specific, and detailed governance framework — not merely a general statement of principles or commitments. This expectation is consistent with our experience in comparable CFIUS reviews involving defense-related targets.

D. Technology Transfer and Export Control Concerns

Treasury raised pointed questions regarding the risk of unauthorized transfer of VPI's controlled technology — whether classified, ITAR-controlled, EAR-controlled, or otherwise proprietary — to HSAG or its non-U.S. affiliates. The specific questions included:

• Technology Control Plan — Operational Detail: Treasury asked for a more detailed explanation of how the proposed Technology Control Plan would operate in practice, including a clear delineation of what categories of information could flow from VPI to HSAG (e.g., high-level financial reporting, unclassified commercial business information) and what categories would be strictly restricted (e.g., classified technical data, ITAR-controlled technical data, CUI, trade secrets relating to government programs, and proprietary fabrication process data).

• VPI's Current ITAR and EAR Compliance Infrastructure: Treasury asked about VPI's existing export compliance program, including whether VPI has a dedicated export compliance officer, the scope and frequency of export compliance training programs, the company's record-keeping practices, and the results of any recent internal or external compliance audits.

• Impact of Change of Ownership on DDTC Registration and DSP-5 Licenses: Treasury asked how the change of ownership to a foreign parent would affect VPI's DDTC registration (Registration No. M-24817), its three active DSP-5 export licenses for deliveries to the United Kingdom and Australia, and its eligibility to apply for and hold future ITAR export authorizations. This question reflects the requirement under 22 C.F.R. § 122.4 that changes in ownership of DDTC-registered entities be reported and may trigger additional State Department review.

• Integration of VPI Technology into HSAG Commercial Products: Treasury asked whether HSAG planned to integrate any VPI technology — including VPI's GaN fabrication processes, design IP, or advanced packaging techniques — into HSAG's commercial (non-defense) product lines, and if so, how controlled technical data would be safeguarded during any such integration process. Treasury was clearly concerned about the potential for dual-use technology developed under government contracts to migrate into HSAG's commercial operations and thereby become accessible to non-U.S. persons.

• Cross-Border R&D Collaboration: Treasury asked whether the parties anticipated any cross-border research and development collaboration between VPI and HSAG following the closing — for example, whether VPI engineers would collaborate with HSAG R&D teams in Dresden, Austin, or other locations, and whether any VPI technical data or engineering deliverables would be shared with HSAG teams in the course of such collaboration.

These questions underscore the importance of developing a robust and credible Technology Control Plan as part of the formal notice, with specific operational procedures rather than general policy statements.

E. Government Contract Continuity and Supply Chain

Treasury indicated that DoD and other CFIUS member agencies would focus closely on ensuring the continuity and integrity of VPI's role as a critical supplier within the U.S. defense semiconductor supply chain. The questions raised in this area included:

• Novation of Government Contracts: Treasury asked about HSAG's plans for novation of VPI's fourteen (14) active government contracts under FAR Subpart 42.12. Treasury was interested in whether HSAG intended to seek novation agreements with each contracting agency, or whether VPI would continue as the contracting entity (as a wholly owned subsidiary of HUSH) without novation, and whether the change of control would trigger any contractual requirements for government consent.

• Retention of Management and Cleared Personnel: Treasury asked whether HSAG intended to retain VPI's existing management team, particularly Dr. Trevorrow, Ms. Sung-Avila, and Col. Hendrickson, and whether HSAG would commit to maintaining VPI's cleared workforce at or above current levels.

• VPI's Role in Critical Defense Programs: Treasury specifically referenced VPI's role in the design and fabrication of GaN-based T/R modules for missile defense and advanced radar applications, and asked how HSAG would ensure that VPI's performance on these critical programs would not be disrupted or degraded by the change of ownership.

• Impact on Contract Performance and Competition: Treasury asked whether the acquisition would affect VPI's capacity to perform on its existing contracts within the established cost, schedule, and performance parameters, and whether the acquisition would affect VPI's ability to compete for new government contracts, including whether HSAG's foreign ownership might create organizational conflicts of interest or eligibility issues for certain programs.

• Supply Chain Dependencies: Treasury asked whether VPI sources any critical raw materials, substrates, precursor chemicals, or fabrication equipment from non-allied nations, with particular attention to any dependencies on PRC-based suppliers. This question was clearly motivated by broader U.S. government concerns about supply chain vulnerabilities in the defense semiconductor sector.

F. Other Matters Raised

In addition to the substantive topic areas described above, Treasury raised or confirmed the following additional matters during the meeting:

• Co-Lead Agency Designation: Treasury confirmed that the Department of Defense and the Department of Energy would be designated as co-lead agencies for the formal CFIUS review, consistent with VPI's defense and dual-use semiconductor activities and its relationships with DoD and DOE-affiliated programs.

• Monitoring Agency: Treasury noted that the monitoring agency under any resulting National Security Agreement would likely be the Defense Counterintelligence and Security Agency ("DCSA"), given DCSA's existing relationship with VPI through its Facility Security Clearance program.

• Closing Timeline and CFIUS Condition: Treasury staff asked about the expected closing timeline for the acquisition and whether the parties intended to close the transaction prior to obtaining CFIUS clearance. We confirmed that CFIUS clearance is a condition precedent to closing under Section 7.1(c) of the SPA, and that the parties will not close until CFIUS clearance has been obtained or the applicable waiting period has expired without action. Treasury appeared satisfied with this response.

• Prior CFIUS Interactions: Treasury staff asked whether HSAG has previously undergone any CFIUS review, either as an acquiror or as a target. We confirmed that this would be HSAG's first CFIUS filing, and that HSAG has not previously been a party to any CFIUS notice, declaration, or review.

• Filing Mechanism: Treasury staff confirmed that a voluntary joint notice filed under 31 C.F.R. § 800.501 is the appropriate filing mechanism for the Proposed Transaction, and that a short-form declaration under § 800.401(e) would be insufficient given the complexity of the transaction, the sensitivity of VPI's classified programs, and the breadth of national security issues implicated.

V. ASSESSMENT OF TREASURY'S POSTURE

Based on our observations during the June 19, 2023 pre-filing consultation, the engagement team's overall assessment of Treasury's posture and the likely trajectory of the CFIUS review is as follows:

Overall Tone and Engagement. Treasury staff were professional, well-prepared, and substantively engaged throughout the meeting. The tone of the meeting was constructive and business-like, and Treasury staff were receptive to the information presented and responsive to follow-up clarifications. At no point during the meeting did Treasury staff express opposition to the transaction or indicate that the transaction would face insurmountable national security concerns. However, the volume, specificity, and depth of the questions posed made clear that CFIUS will conduct a thorough and detailed review.

Likelihood of Investigation Phase. Based on the sensitivity of VPI's classified programs, the breadth of its ITAR-controlled and EAR-controlled product lines, its critical role in the defense semiconductor supply chain, the presence of 212 cleared employees, and the involvement of a foreign acquiror with operations (albeit limited) in the PRC, it is our assessment that CFIUS will almost certainly proceed beyond the initial 45-day review period into the additional 45-day investigation phase. The designation of both DoD and DOE as co-lead agencies further supports this assessment, as it signals that multiple agencies will be conducting independent analyses and that consensus-building among member agencies will require additional time.

Likelihood of National Security Agreement. It is our assessment that CFIUS is highly likely to require a National Security Agreement with robust and detailed mitigation provisions as a condition of clearance. The nature of VPI's business — classified defense programs, ITAR-controlled defense articles, a Facility Security Clearance, and strategic importance to missile defense and electronic warfare programs — makes this outcome a near-certainty. The scope and specificity of the NSA will likely extend well beyond standard FOCI mitigation measures and will incorporate enhanced cybersecurity requirements, technology transfer restrictions, personnel security provisions, and compliance monitoring obligations.

Likelihood of Presidential Block. It is our assessment that a presidential block of the Proposed Transaction is unlikely, provided that HSAG demonstrates a genuine willingness to accept meaningful and enforceable mitigation measures. HSAG's status as a company from a NATO ally — the Federal Republic of Germany — with no problematic foreign government ties, no state ownership, and no significant defense or intelligence relationships with adversary nations, distinguishes this transaction from the category of cases where presidential intervention has been exercised or seriously considered. The precedent set by recent CFIUS reviews of acquisitions by NATO-allied companies of U.S. defense suppliers supports the conclusion that a negotiated mitigation outcome is achievable.

Particular Areas of Sensitivity. Several areas of particular sensitivity emerged from the meeting and will require focused attention during the notice preparation process:

• HSAG's China Operations: Although HSAG's China presence is limited in scope (approximately 1.3% of revenue, consumer-grade products only, no GaN or defense-related activities), this area will receive disproportionate scrutiny from CFIUS member agencies, particularly DoD and the intelligence community. The current geopolitical environment — including heightened U.S.-China tensions over semiconductor export controls, the CHIPS Act implementation, and ongoing intelligence community assessments of PRC economic espionage targeting the semiconductor industry — ensures that any acquiror with a China presence, however modest, will face searching inquiry. We strongly recommend preparing a comprehensive China operations narrative as a supplemental exhibit to the formal notice, addressing every conceivable question proactively.

• Cybersecurity: Treasury's emphasis on cybersecurity was pronounced and reflects CFIUS's evolving practice of treating cyber risk as a core national security concern in transactions involving classified and CUI-handling targets. VPI's compliance with NIST SP 800-171 must be documented thoroughly, and the proposed IT segregation plan must be detailed, technically credible, and demonstrably robust. Any weaknesses or gaps in VPI's current cybersecurity posture should be identified and addressed in advance of the filing to the extent possible.

• Governance Structure and FOCI Mitigation: Treasury's questions made clear that the governance framework and FOCI mitigation approach must be well-developed, specific, and operationally detailed before the formal notice is filed. Treasury expects to see proposed board compositions with identified candidates (or at least candidate profiles), a detailed GSC charter, a Technology Control Plan with operational specificity, and a clear articulation of the relationship between the CFIUS NSA framework and the DCSA FOCI mitigation process. Generalities and statements of intent will not suffice.

VI. ACTION ITEMS FOR NOTICE PREPARATION

Based on the pre-filing consultation and the areas of focus identified by Treasury, the following action items have been identified for the notice preparation workstream. Each item is assigned to a specific team member with a target completion deadline. All deadlines are firm absent prior authorization from the undersigned or Beatrice Holloway.

A. Information Requests to HSAG

1. HSAG China Operations Summary. Prepare a comprehensive written summary of all HSAG operations in the People's Republic of China, focusing on Halcyon Semiconductor (Shanghai) Co., Ltd. The summary must include: revenue breakdown by product line and customer segment; complete product line descriptions; customer list (with identification of any government, military, or state-owned enterprise customers); employee count and organizational chart for Halcyon Shanghai; any PRC government relationships (including regulatory interactions, government approvals, and Party committee structures if applicable); any joint ventures, technology-sharing agreements, R&D partnerships, or licensing arrangements with PRC-based entities; and any interactions with PRC entities on the U.S. Entity List, Military End-User List, or other restricted party lists. This summary will be drafted as a supplemental exhibit to the formal notice. Assigned to: Priya Venkataraman. Deadline: July 1, 2023.

2. HSAG Enterprise Cybersecurity Documentation. Obtain HSAG's enterprise cybersecurity program documentation, including: ISO 27001 certificate and scope statement; most recent external information security audit reports; cybersecurity incident history for the past five (5) years (including dates, nature, scope, remediation, and notification to regulators or affected parties); data protection and data classification policies; network architecture overview; cloud infrastructure documentation; and employee cybersecurity training program descriptions. This material will be summarized and presented as a supplemental exhibit to the notice. Assigned to: Lt. Col. (Ret.) David Caruso. Deadline: July 1, 2023.

3. HSAG Global Corporate Organizational Chart. Obtain a detailed corporate organizational chart showing HSAG's complete global subsidiary structure, including all direct and indirect subsidiaries (U.S. and non-U.S.), with jurisdiction of organization, ownership percentages, and identification of any minority interests or joint venture structures. The chart should separately identify entities with operations in the PRC, Russia, and other countries of concern. Assigned to: Kenneth Morales. Deadline: June 30, 2023.

4. Prior CFIUS and Regulatory Interactions. Confirm with Stefan Lohse: (a) whether HSAG has ever been party to any prior CFIUS notice, declaration, or review (believed to be no, but must be confirmed in writing); (b) whether HSAG has any other pending U.S. regulatory reviews relevant to the Proposed Transaction (HSR, DDTC, BIS, etc.); and (c) what non-U.S. foreign direct investment screening and/or antitrust reviews are required for the Proposed Transaction and their current status (including German AWV review, EU Merger Regulation notification if applicable, and any other jurisdictions). Assigned to: Peggy Ashworth. Deadline: June 26, 2023.

5. IT System Segregation Plan. Request from HSAG's IT department a detailed plan and timeline for IT system segregation of VPI from HSAG's global enterprise network post-closing. The plan must address: network architecture and firewall configurations; email systems (including whether VPI will maintain a separate email domain and mail server infrastructure); ERP systems; engineering design platforms (CAD, EDA tools, simulation environments); document management and collaboration platforms; cloud infrastructure (public, private, and hybrid cloud); data center locations; remote access and VPN configurations; identity and access management controls; monitoring and intrusion detection systems; and boundary controls governing any authorized information flows between VPI and HSAG. Assigned to: Lt. Col. (Ret.) David Caruso. Deadline: July 5, 2023.

B. Information Requests to VPI (via Wethersfield & Gale)

6. VPI NIST SP 800-171 Compliance Assessment. Obtain VPI's current NIST SP 800-171 compliance self-assessment score (as reported in the Supplier Performance Risk System, if applicable), the date of VPI's most recent assessment, the most recent external cybersecurity audit report, and VPI's incident reporting protocols (including DFARS 252.204-7012 reporting procedures). Assigned to: Lt. Col. (Ret.) David Caruso, to coordinate with Harrison Whitfield at Wethersfield & Gale. Deadline: July 1, 2023.

7. VPI Government Contracts Portfolio. Obtain a complete listing of VPI's fourteen (14) active government contracts, including for each contract: contract number; contracting agency; contract type (firm fixed-price, cost-plus, time-and-materials, etc.); total contract value; remaining backlog; period of performance (including options); classification level; prime or subcontract designation; identity of prime contractor (if subcontract); and any change-of-control or novation provisions. Assigned to: Lt. Col. (Ret.) David Caruso. Deadline: June 30, 2023.

8. VPI FOCI Documentation. Obtain any existing FOCI-related documentation maintained by VPI, including any existing Special Security Agreement, proxy agreement, or other FOCI mitigation instrument with DCSA, and any prior correspondence between VPI and DCSA regarding foreign ownership or influence. Assigned to: Peggy Ashworth. Deadline: June 30, 2023.

9. VPI Cleared Personnel Breakdown. Obtain an anonymized breakdown of VPI's 212 cleared employees by clearance level (SECRET, TOP SECRET, TS/SCI), by program or contract affiliation, and by function (engineering, management, manufacturing, quality assurance, security, etc.). Assigned to: Lt. Col. (Ret.) David Caruso. Deadline: June 30, 2023.

10. VPI Export Compliance Program Documentation. Obtain VPI's complete export compliance program documentation, including: ITAR compliance manual; EAR compliance procedures; empowered official designation letter(s); export compliance training records and curriculum; Technology Control Plan (if any existing plan is in place); screening procedures for customers, end-users, and foreign persons; and records of any voluntary disclosures submitted to DDTC or BIS within the past five (5) years. Assigned to: Priya Venkataraman. Deadline: July 5, 2023.

C. Legal Work Product for Notice Preparation

11. Exhibit B — Business Description of Marlowe Asset Management Photonics Inc. Draft the Exhibit B business description for VPI, covering corporate history, organizational structure, products and services, government programs, financial overview, key personnel, facilities, and intellectual property. This exhibit should incorporate the information gathered from Action Items 6–10 above. Assigned to: Lt. Col. (Ret.) David Caruso and Priya Venkataraman. First draft deadline: July 3, 2023.

12. Exhibit C — Business Description of Halcyon Semiconductor AG. Draft the Exhibit C business description for HSAG, covering corporate history, organizational structure, global operations, products and services, financial overview, key personnel, and — critically — an enhanced disclosure of HSAG's China operations informed by the comprehensive China operations summary prepared under Action Item 1. Assigned to: Kenneth Morales and Priya Venkataraman. First draft deadline: July 3, 2023.

13. Exhibit D — Organizational Charts & Corporate Structure. Draft Exhibit D presenting detailed organizational charts showing HSAG's and VPI's corporate structures both pre-closing and post-closing, including all subsidiaries, the intermediate holding company (HUSH), and the relationship of VPI to HSAG's global corporate family. Assigned to: Kenneth Morales. Deadline: July 1, 2023.

14. Exhibit E — Products & Services Subject to U.S. Government Regulation. Draft Exhibit E providing a comprehensive description of VPI's products and services that are subject to U.S. government regulation, including ITAR-controlled defense articles (USML Category XI(a)(3)), EAR-controlled dual-use items (ECCN 3A001), products subject to DDTC registration and licensing requirements, and any items subject to other regulatory regimes. Assigned to: Priya Venkataraman and Christy Bauer. Deadline: July 5, 2023.

15. Exhibit G — Personnel with U.S. Government Security Clearances. Draft Exhibit G providing an anonymized summary of VPI personnel holding U.S. government security clearances, organized by clearance level, functional area, and program affiliation. Assigned to: Lt. Col. (Ret.) David Caruso. Deadline: July 3, 2023.

16. Supplemental Exhibit — HSAG Cybersecurity Program Overview. Prepare a comprehensive supplemental exhibit presenting HSAG's enterprise cybersecurity program, including certifications, policies, incident history, and the proposed post-closing IT segregation plan for VPI. Assigned to: Lt. Col. (Ret.) David Caruso. Deadline: July 7, 2023.

17. Supplemental Exhibit — HSAG China Operations Summary. Prep

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT
INTERNAL MEMORANDUM
FROM: Margaret "Peggy" Ashworth, Of Counsel, National Security & CFIUS Practice Group Calderwood & Harkness LLP 1750 K Street NW, Suite 800 Washington, DC 20006
TO:
Beatrice Holloway, Responsible Partner, Mergers & Acquisitions Calderwood & Harkness LLP, 399 Park Avenue, 31st Floor, New York, NY 10022
James Prentice, Billing Partner, Mergers & Acquisitions Calderwood & Harkness LLP, 399 Park Avenue, 31st Floor, New York, NY 10022
Lt. Col. (Ret.) David Caruso, Senior Counsel, Government Contracts & Export Controls Calderwood & Harkness LLP, 1750 K Street NW, Suite 800, Washington, DC 20006
Priya Venkataraman, Associate, International Trade & Sanctions Calderwood & Harkness LLP, 1750 K Street NW, Suite 800, Washington, DC 20006
Kenneth Morales, Associate, Corporate/M&A Calderwood & Harkness LLP, 399 Park Avenue, 31st Floor, New York, NY 10022
CC: Stefan Lohse, General Counsel (Chefjustitiar), Halcyon Semiconductor AG (for information — to be transmitted under separate cover of Beatrice Holloway's correspondence)
DATE: June 20, 2023
RE: Pre-Filing Consultation with U.S. Department of the Treasury, Office of Investment Security — Summary of June 19, 2023 Meeting
MATTER: Halcyon Semiconductor AG / Marlowe Asset Management Photonics Inc. — CFIUS Filing
MATTER NO.: 1032-00004
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I. PURPOSE AND BACKGROUND
This memorandum memorializes the substance and key outcomes of the informal pre-filing consultation held on the afternoon of Monday, June 19, 2023, between representatives of Halcyon Semiconductor Aktiengesellschaft ("HSAG") and Marlowe Asset Management Photonics Inc. ("VPI") and staff from the U.S. Department of the Treasury, Office of Investment Security ("OIS"), in connection with HSAG's proposed acquisition of one hundred percent (100%) of the outstanding equity interests of VPI for approximately $1.42 billion in aggregate consideration on an all-cash, cash-free/debt-free basis (the "Proposed Transaction"). The pre-filing consultation is a routine and recommended step under the regulations implementing the Committee on Foreign Investment in the United States ("CFIUS") and is intended to facilitate a more efficient and productive formal review process.
The meeting was requested by Calderwood & Harkness LLP, acting as counsel to the acquiror HSAG, by formal letter dated June 15, 2023, addressed to the Staff Chairperson of CFIUS at the Office of Investment Security. The request was submitted in coordination with Wethersfield & Gale LLP, counsel to VPI and the selling shareholders (the "Selling Shareholder Group"), and indicated that both parties intended to file a joint voluntary notice under 31 C.F.R. § 800.501 in connection with the Proposed Transaction.
The purposes of the pre-filing consultation were fourfold: (1) to introduce the Proposed Transaction to Treasury OIS staff and provide an overview of the parties, structure, and national security dimensions of the transaction; (2) to preview the key national security considerations that the engagement team has identified, including issues relating to VPI's classified and ITAR-controlled programs, its defense supply chain role, and HSAG's status as a German acquiror with limited operations in the People's Republic of China ("PRC"); (3) to gauge Treasury's preliminary reactions to the transaction and the acquiror's proposed mitigation framework; and (4) to identify specific areas where the formal joint voluntary notice should provide enhanced detail or supplemental disclosures, so that the filing is as complete as possible upon initial submission and the likelihood of substantial requests for additional information ("RFIs") is minimized.
For context, the Stock Purchase Agreement governing the Proposed Transaction (the "SPA") was executed by all parties on June 10, 2023. Calderwood & Harkness formally opened the CFIUS engagement workstream on June 12, 2023, pursuant to authorization from the Engagement Letter dated May 22, 2023, as amended by Engagement Letter Amendment No. 1 dated June 1, 2023. The CFIUS engagement runs in parallel with the ongoing transactional and regulatory workstreams, including antitrust review (HSR filing anticipated for early July 2023), German FDI screening under the Außenwirtschaftsverordnung (AWV), and export control and intellectual property diligence.
This memorandum is intended solely for internal use by the Calderwood & Harkness engagement team and is protected by the attorney-client privilege and the attorney work product doctrine. A separate, appropriately tailored summary will be transmitted to the client by Beatrice Holloway under cover of her separate correspondence.
II. MEETING LOGISTICS
A. Date, Time, and Format
The pre-filing consultation took place on June 19, 2023, from approximately 2:00 PM to 3:45 PM Eastern Daylight Time (EDT), for a total duration of approximately one hour and forty-five minutes. The meeting was conducted in person at the offices of the U.S. Department of the Treasury, Office of Investment Security, located at 1500 Pennsylvania Avenue NW, Washington, DC. The meeting was held in a secure conference room designated by OIS staff for pre-filing consultations. No materials were left with Treasury staff following the meeting; the presentation was displayed on screen during the session but was not provided in hard copy, consistent with the parties' preference and standard practice for pre-filing meetings.
B. Attendees — Buyer's Side (HSAG)
The following individuals attended the meeting on behalf of HSAG and its counsel:
• Margaret "Peggy" Ashworth, Of Counsel, National Security & CFIUS Practice Group, Calderwood & Harkness LLP — Lead CFIUS counsel for HSAG; led the presentation and responded to the majority of Treasury's substantive questions.
• Lt. Col. (Ret.) David Caruso, Senior Counsel, Government Contracts & Export Controls, Calderwood & Harkness LLP — Participated in the discussion of VPI's government contracts portfolio, Facility Security Clearance, FOCI mitigation, and export control compliance matters.
• Stefan Lohse, General Counsel (Chefjustitiar), Halcyon Semiconductor AG — Attended by invitation of counsel as the authorized representative of the acquiring party. Mr. Lohse is a German and United States dual citizen, admitted to the New York bar, and served as the principal client representative during the meeting. Mr. Lohse provided direct responses to Treasury's questions regarding HSAG's corporate structure, governance, and China operations. No other HSAG personnel were present at the meeting.
C. Attendees — Seller's / Target's Side (VPI)
The following individuals attended the meeting on behalf of VPI and the Selling Shareholder Group:
• Harrison Whitfield, Lead Partner, Government Contracts & National Security Practice, Wethersfield & Gale LLP — Lead CFIUS counsel for VPI; presented on VPI's business operations, government programs, and security clearance posture.
• Tobias Kwan, Senior Associate, Wethersfield & Gale LLP — Assisted Mr. Whitfield during the presentation and provided supplemental information regarding VPI's export control compliance program and IP portfolio.
No VPI management personnel attended the meeting. Messrs. Whitfield and Kwan represented VPI's interests in their capacity as outside counsel. The decision not to include VPI management was made jointly by both sets of counsel in advance of the meeting, consistent with the approach agreed upon during the Pre-Filing Coordination Call held on June 16, 2023. This decision reflected the view that an attorney-led presentation would be more efficient for this initial consultation and that VPI management personnel could be made available for any subsequent meetings if requested by Treasury.
D. Attendees — Treasury / CFIUS Staff
Approximately four officials from the Treasury Department's Office of Investment Security were present in the meeting room. In accordance with standard practice for pre-filing consultations, the names of Treasury staff are not recorded in this memorandum. Treasury officials identified themselves by their titles and functional roles during the meeting, but it was understood that their identities would not be recorded for external distribution. The officials present included senior staff responsible for transaction review in the defense and technology sectors.
Of particular note, Treasury staff indicated during the meeting that the Department of Defense ("DoD") and the Department of Energy ("DOE") would be designated as co-lead agencies for the formal CFIUS review of the Proposed Transaction, in light of VPI's defense semiconductor activities, its active DoD contracts, its work involving gallium nitride (GaN) power and RF semiconductor technology with dual-use applications, and its relationships with DoD and DOE-affiliated programs. This designation was expected and is consistent with the agency assignment patterns observed in comparable transactions involving defense-related semiconductor companies.
III. PRESENTATION SUMMARY
Calderwood & Harkness LLP and Wethersfield & Gale LLP delivered a joint briefing to Treasury OIS staff using a 22-slide presentation deck prepared specifically for the pre-filing consultation (referenced separately as the "Pre-Filing Briefing Presentation," dated June 19, 2023, and maintained in the matter file at Document ID 1032-00004-PF-001). The presentation was designed to provide a comprehensive but concise overview of the Proposed Transaction, the parties, the national security landscape, and the acquiror's proposed approach to mitigation of any national security concerns.
The key topics covered during the presentation are summarized below.
A. Transaction Overview
The presentation opened with a summary of the Proposed Transaction's structure and financial terms. HSAG proposes to acquire one hundred percent (100%) of the outstanding equity interests of VPI through HSAG's newly formed, wholly owned Delaware subsidiary, Halcyon US Holdings Inc. ("HUSH"), which was incorporated in the State of Delaware on June 5, 2023. HUSH's registered agent is located at 160 Greentree Drive, Suite 101, Dover, Delaware 19904. Following consummation of the Proposed Transaction, VPI will become a wholly owned indirect subsidiary of HSAG, with HUSH serving as the intermediate U.S. holding company.
The aggregate purchase price for the Proposed Transaction is $1.42 billion, payable entirely in cash on a cash-free/debt-free basis at closing, subject to customary working capital adjustments. In addition to the base purchase price, the SPA provides for an earnout mechanism with a maximum aggregate additional consideration of $85 million, payable in two tranches tied to government-contract revenue milestones achieved by VPI during calendar years 2024 and 2025, respectively. The maximum aggregate consideration under the SPA, including the earnout, is therefore $1.505 billion.
The financing structure for the Proposed Transaction was presented as follows:
• Senior Secured Term Loan: $900 million senior secured term loan facility provided by a syndicate of lenders led by Meridian National Bank, as administrative agent, with Atlas Commercial Lending AG and Pacific Basin Credit Corp. serving as co-lead arrangers and bookrunners. The commitment letters for the term loan facility were executed on June 8, 2023 and are conditioned on, among other things, completion of CFIUS clearance.
• Equity Contribution: $520 million equity contribution from HSAG's balance sheet cash reserves, supplemented by a €300 million draw on HSAG's existing revolving credit facility with Rheinische Handelsbank AG (Frankfurt). The revolving credit facility is an existing corporate facility that was not arranged specifically for the Proposed Transaction.
The presentation noted that the financing structure does not involve any foreign government-affiliated lending institutions, sovereign wealth funds, or non-allied country sources, a point emphasized to Treasury as relevant to the assessment of the transaction's national security implications.
B. Description of HSAG (Acquiror)
The presentation provided a detailed overview of HSAG, the acquiror. HSAG is organized as an Aktiengesellschaft (stock corporation) under the laws of the Federal Republic of Germany. The company is publicly traded on the Frankfurt Stock Exchange under the XETRA ticker symbol HLC. HSAG is headquartered at Industriestraße 44, 01099 Dresden, Saxony, Germany, and operates a global semiconductor business focused on power electronics, automotive semiconductors, industrial sensors, and advanced compound semiconductor materials.
Key financial and operational data presented to Treasury included the following:
• Market Capitalization: Approximately €14.8 billion (as of June 1, 2023).
• FY2022 Revenue: €6.12 billion.
• FY2022 EBITDA: €1.37 billion.
• Global Employees: Approximately 28,400 across operations in Germany, Austria, Malaysia, Singapore, Japan, the People's Republic of China, and the United States.
HSAG's existing U.S. operations were described. HSAG currently operates in the United States through Halcyon US Inc., a wholly owned subsidiary incorporated in Delaware and headquartered at 11501 Alterra Parkway, Suite 300, Austin, Texas 78758. Halcyon US Inc. is a fabless design center focused on consumer and automotive power management semiconductor design, employing approximately 320 individuals. Halcyon US Inc. does not perform any classified work, does not hold a Facility Security Clearance, and does not currently hold any U.S. government contracts. Its activities are entirely commercial in nature.
HSAG's senior leadership was identified as follows:
• Chief Executive Officer: Dr. Maximilian Ehrhardt
• Chief Financial Officer: Katarina Brückner
• General Counsel (Chefjustitiar): Stefan Lohse
The presentation emphasized that HSAG is a widely held public company with no government ownership, government control, or government board representation of any kind. No single shareholder holds more than 5% of HSAG's outstanding shares. HSAG is not subject to any foreign government direction, and its management and supervisory board (Vorstand and Aufsichtsrat) are composed entirely of private-sector professionals and independent directors.
C. Description of VPI (Target)
The presentation provided an extensive description of VPI, the target company, covering its corporate history, operations, technology, government programs, security posture, and regulatory status. This section of the presentation was led by Harrison Whitfield of Wethersfield & Gale on behalf of VPI, supplemented by additional detail from Tobias Kwan.
VPI is a Delaware C-corporation, originally incorporated on February 14, 2009. The company is headquartered at 7400 Ridgeline Parkway, Colorado Springs, Colorado 80919, and operates a manufacturing fabrication facility ("fab") at 9200 Innovation Boulevard, Albuquerque, New Mexico 87113. The Albuquerque fab facility encompasses approximately 45,000 square feet of cleanroom and support space and is equipped for the fabrication of gallium nitride on silicon carbide (GaN-on-SiC) semiconductor devices. The facility holds a Facility Security Clearance ("FCL") at the SECRET level, issued and monitored by the Defense Counterintelligence and Security Agency ("DCSA"), and is identified by CAGE Code 7VK92.
VPI's senior management team was presented as follows:
• Chief Executive Officer: Dr. Nathan Trevorrow, founder, former program manager at the Defense Advanced Research Projects Agency ("DARPA"), holding an active TS/SCI security clearance.
• President and Chief Operating Officer: Marissa Sung-Avila, former officer in the U.S. Army signal corps, holding an active SECRET security clearance.
• Vice President, Government Programs / Facility Security Officer ("FSO"): Col. (Ret.) Bryce Hendrickson, USAF, holding an active TS/SCI security clearance.
Key financial and operational metrics for VPI were presented:
• FY2022 Revenue: $287.4 million.
• FY2022 EBITDA: $61.2 million.
• Total Employees: 486.
• Cleared Employees: 212 individuals holding active U.S. government security clearances, representing approximately 43.6% of VPI's total workforce.
VPI's government contracts portfolio was summarized as comprising fourteen (14) active contracts with the U.S. Department of Defense, including both prime contracts and subcontracts, with an aggregate remaining backlog of approximately $193 million. The specific contracting agencies and entities identified include:
• U.S. Army Program Executive Office for intelligence, Electronic Warfare & Sensors ("PEO IEW&S")
• Air Force Research Laboratory ("AFRL")
• Missile Defense Agency ("MDA")
• A subcontract to Ironclad Defense Systems Inc. under a prime contract with the U.S. Navy Naval Sea Systems Command ("NAVSEA")
• Department of Homeland Security Science and Technology Directorate ("DHS S&T")
VPI's products include items classified as defense articles under the International Traffic in Arms Regulations ("ITAR"), specifically falling within United States Munitions List ("USML") Category XI(a)(3), as well as dual-use components controlled under the Export Administration Regulations ("EAR") and classified under Export Control Classification Number ("ECCN") 3A001. VPI has been registered with the Directorate of Defense Trade Controls ("DDTC") of the U.S. Department of State since 2011 and holds Registration No. M-24817. VPI currently maintains three (3) active DSP-5 export licenses authorizing deliveries of defense articles to NATO allied customers in the United Kingdom and Australia.
VPI's intellectual property portfolio was summarized as follows:
• U.S. Patents Granted: 47
• U.S. Patent Applications Pending: 12
• Patents Developed Under Government-Funded Contracts: 23 (subject to Bayh-Dole Act march-in rights under 35 U.S.C. § 203)
• Registered Internal Trade Secrets: 31
The presentation emphasized that VPI occupies a strategically significant position in the U.S. defense semiconductor supply chain, particularly in the development and fabrication of GaN-based transmit/receive (T/R) modules for missile defense, electronic warfare, and advanced radar applications. This role implicates critical national security interests and is a key factor driving the CFIUS review.
D. Existing VPI Shareholders
The presentation provided an overview of VPI's existing ownership structure. All existing shareholders of VPI are U.S. persons, and no foreign person currently holds any direct or indirect ownership interest in VPI. The current ownership composition is as follows:
The presentation noted that neither Ridgecrest Ventures Fund III, L.P. nor Cascadian Capital Partners Growth Fund II, L.P. has any foreign limited partners holding more than a de minimis interest. Detailed ownership information for these funds will be included in the formal notice as required under 31 C.F.R. § 800.501.
E. CFIUS Jurisdiction — Covered Transaction
The presentation included a brief recap of the jurisdictional analysis underpinning the parties' determination that the Proposed Transaction constitutes a "covered transaction" within the meaning of Section 721 of the Defense Production Act of 1950, as amended, and the implementing regulations at 31 C.F.R. Part 800. Specifically, the Proposed Transaction constitutes a "covered transaction" under 31 C.F.R. § 800.213 because it involves the acquisition by a foreign person (HSAG, through its Delaware subsidiary HUSH) of control over a U.S. business (VPI) that qualifies as a "TID U.S. business" under 31 C.F.R. § 800.248.
VPI qualifies as a TID U.S. business because it is engaged in the design, fabrication, and sale of critical technologies, including: (a) GaN semiconductor devices classified under ECCN 3A001 and subject to export controls under the EAR; and (b) defense articles classified under USML Category XI(a)(3) and subject to the ITAR. Additionally, VPI holds a Facility Security Clearance at the SECRET level and performs on classified U.S. government contracts, further establishing its status as a TID U.S. business under the critical technology and sensitive government contracts prongs of the regulation.
The presentation noted that the Proposed Transaction triggers the mandatory filing requirement under 31 C.F.R. § 800.401 for transactions involving critical technology TID U.S. businesses. However, Calderwood & Harkness recommended — and VPI's counsel concurred — that the parties file a full joint voluntary notice under 31 C.F.R. § 800.501 rather than a short-form declaration under § 800.401(e), given the complexity of the transaction, the sensitivity of VPI's classified programs, and the near-certainty that CFIUS would require a full review in any event. Treasury staff confirmed during the meeting that a full joint notice was the appropriate filing path and that a short-form declaration would be insufficient given the nature and scope of the Proposed Transaction.
F. HSAG's Proposed Mitigation Framework
The final substantive section of the presentation outlined HSAG's initial proposed mitigation framework, which HSAG is prepared to offer as the basis for a National Security Agreement ("NSA") or similar mitigation instrument that may be required by CFIUS as a condition of clearance. The framework was presented at a high level, with the understanding that it would be developed in greater detail during the notice preparation process and would be subject to negotiation with CFIUS member agencies during the review. The key elements of the proposed framework include:
1. Reconstitution of VPI Board of Directors: Following closing, VPI's board of directors would be reconstituted to include designated Security Board Members who are United States citizens holding (or eligible to hold) active U.S. government security clearances. The Security Board Members would be selected jointly by HSAG and CFIUS (or the monitoring agency) and would serve in their capacity as fiduciaries of VPI with particular responsibility for safeguarding national security interests.
2. Establishment of a Government Security Committee ("GSC"): A Government Security Committee would be established within VPI's board governance structure, composed exclusively of Security Board Members. The GSC would have exclusive authority over all matters relating to classified and ITAR-controlled programs, personnel security decisions for cleared employees, facility security, export compliance, and relationships with U.S. government contracting agencies.
3. Technology Control Plan ("TCP"): HSAG would implement a comprehensive Technology Control Plan governing the flow of information between VPI and HSAG and its non-U.S. affiliates. The TCP would establish clear boundaries regarding what technical data, trade secrets, and proprietary information may be shared with HSAG (limited to uncontrolled commercial business information) and would prohibit any transfer of classified, ITAR-controlled, or CUI-designated technical data to HSAG or any non-U.S. person without prior authorization from the GSC and compliance with applicable export control requirements.
4. Retention of Key VPI Personnel: HSAG would commit to retaining key VPI management personnel, including Col. (Ret.) Bryce Hendrickson as Facility Security Officer, for a minimum transition period to be agreed upon. The retention of experienced, cleared personnel was presented as essential to maintaining continuity of VPI's security and compliance programs.
5. IT System Segregation: HSAG would implement physical and logical separation of VPI's information technology systems from HSAG's global enterprise network. VPI's classified and unclassified networks, email systems, engineering platforms, and data repositories would be maintained on separate, independent infrastructure with no connectivity to HSAG systems outside of specifically authorized and monitored channels for uncontrolled business information.
6. Third-Party Compliance Monitor: HSAG expressed its willingness to engage a CFIUS-approved third-party compliance monitor to oversee adherence to the terms of any NSA or mitigation agreement, conduct periodic audits, and report to the monitoring agency.
7. Maintenance of Facility Security Clearance: HSAG would commit to maintaining VPI's existing Facility Security Clearance at the SECRET level at the Albuquerque facility (CAGE Code 7VK92), including cooperation with DCSA in transitioning VPI's FOCI status to the appropriate mitigation framework.
Treasury staff listened to the mitigation framework presentation without providing substantive feedback on its adequacy. This was expected; Treasury typically reserves detailed mitigation discussions for the formal review and investigation phases. However, Treasury's questions during the subsequent Q&A portion of the meeting (described in Section IV below) provided significant insight into the areas where Treasury and the co-lead agencies will focus their analysis of the proposed mitigation.
IV. TREASURY OIS PRELIMINARY QUESTIONS AND AREAS OF CONCERN
Following the joint presentation, Treasury OIS staff posed a substantial number of questions and identified several areas where they indicated that more detailed information and analysis would be expected in the formal joint voluntary notice. The Q&A session lasted approximately fifty minutes and covered a broad range of topics. The questions and concerns raised by Treasury are organized below by topic area. Where responses were provided during the meeting, those responses are also summarized.
A. HSAG's China Operations
Treasury devoted significant attention to HSAG's operations in the People's Republic of China. This was the single area that received the most sustained and detailed questioning during the meeting, and Treasury staff made clear that it would be an area of significant focus during the formal review. The specific questions and lines of inquiry raised by Treasury included the following:
• Nature and Scope of HSAG's China Subsidiary: Treasury asked for a detailed description of the operations of Halcyon Semiconductor (Shanghai) Co., Ltd. ("Halcyon Shanghai"), including the products manufactured or sold through the entity, the identity and nature of its customers (commercial, government, military, or dual-use), and whether Halcyon Shanghai maintains any direct or indirect relationships with PRC government entities, PRC military or intelligence services, or entities on the U.S. Entity List or other restricted party lists.
• Revenue Attributable to China Operations: Treasury asked for a precise breakdown of HSAG's revenue attributable to its China operations, both through Halcyon Shanghai directly and through any other sales channels serving PRC-based customers.
• GaN, Defense-Related, or Dual-Use Semiconductor Activities in or Through China: Treasury asked specifically whether any GaN semiconductor research, development, fabrication, or sales activities are conducted in or through the PRC, or whether any defense-related or dual-use semiconductor products are sold to PRC customers. This question was asked with particular emphasis.
• Chinese Government Ownership, Board Representation, or Governance Influence: Treasury asked whether any PRC government entities, PRC state-owned enterprises, PRC sovereign wealth funds, or PRC government-affiliated investment vehicles hold any ownership stakes in HSAG or any of its subsidiaries, or whether any such entities have board representation, veto rights, special share classes, golden shares, or other forms of governance influence or control over HSAG.
• Joint Ventures, Technology-Sharing Agreements, and R&D Partnerships: Treasury asked whether HSAG or any of its affiliates maintain any joint ventures, technology-sharing agreements, cooperative research and development arrangements, licensing agreements, or similar partnerships with any PRC-based entities, including universities, research institutes, or state-affiliated technology enterprises.
• Access of China-Based Employees to VPI Technology Post-Closing: Treasury asked whether any HSAG employees based in the PRC currently hold, or would post-closing hold, positions that would afford them access to VPI technology, technical data, trade secrets, or proprietary information, either directly or through HSAG's global enterprise systems.
Mr. Lohse provided initial oral responses to these questions on behalf of HSAG. His responses, which were consistent with the information previously provided to Calderwood & Harkness during the diligence process, were as follows:
• Halcyon Shanghai generates approximately $81.4 million in annual revenue, representing approximately 1.3% of HSAG's total consolidated revenue.
• Halcyon Shanghai's activities are limited to the design and sale of consumer-grade power management integrated circuits (ICs) for the Chinese consumer electronics market.
• No GaN semiconductor work, defense-related semiconductor work, or dual-use semiconductor activities of any kind are conducted in or through China.
• There is no PRC government ownership of, or board representation on, HSAG or any of its subsidiaries. HSAG has no golden shares, special share classes, or governance mechanisms affording any government entity influence over its management or operations.
• HSAG does not maintain any joint ventures, technology-sharing agreements, or R&D partnerships with any PRC-based entities.
• No HSAG employees based in China hold positions that would provide access to VPI technology post-closing under the proposed governance and IT segregation framework.
Treasury acknowledged Mr. Lohse's responses but stated clearly that HSAG's China operations would be an area of significant focus during the formal review. Treasury staff indicated that they expected the formal notice to include comprehensive written disclosures regarding all aspects of HSAG's China presence, including but not limited to a detailed description of Halcyon Shanghai's operations, complete revenue breakdown by product line and customer segment, employee count and organizational structure, any PRC regulatory requirements or obligations imposed on HSAG as a condition of operating in China, and a full listing of all interactions between HSAG and PRC government entities at any level. Treasury indicated that follow-up questions from DoD and the intelligence community on this topic were highly probable.
B. Cybersecurity Posture
Treasury raised substantial questions regarding both HSAG's enterprise cybersecurity framework and the proposed post-closing cybersecurity environment for VPI. This line of questioning reflected Treasury's increasing emphasis on cybersecurity as a critical element of CFIUS national security analysis, particularly in transactions involving companies that handle classified national security information ("CNSI") and controlled unclassified information ("CUI"). The specific questions and concerns raised by Treasury included the following:
• HSAG's Cybersecurity Certifications: Treasury asked what cybersecurity certifications HSAG currently holds at the enterprise level, specifically referencing ISO 27001 (information security management systems), SOC 2 (service organization controls), and any sector-specific certifications applicable to the semiconductor industry.
• HSAG's Cybersecurity Incident History: Treasury asked whether HSAG has experienced any material cybersecurity breaches, intrusions, data exfiltration events, ransomware attacks, or other significant cybersecurity incidents within the past five (5) years, and if so, the nature, scope, and remediation of each incident.
• IT System Segregation Plan: Treasury requested a detailed explanation of the proposed IT system segregation between VPI and HSAG post-closing. Specifically, Treasury asked how physical and logical separation would be achieved and maintained, what specific systems would be segregated (email, ERP, engineering design platforms, document management systems, cloud infrastructure), whether VPI's systems would continue to operate on dedicated, VPI-controlled infrastructure, and what monitoring and access controls would be implemented at the boundary points.
• VPI's NIST SP 800-171 Compliance: Treasury asked whether VPI currently complies with the requirements of NIST Special Publication 800-171, Revision 2 (Protecting Controlled Unclassified Information in Nonfederal Systems and Organizations), as required under Defense Federal Acquisition Regulation Supplement ("DFARS") Clause 252.204-7012 for DoD contractors handling CUI. Treasury asked for VPI's current self-assessment score and the date of its most recent assessment.
• VPI's Cybersecurity Incident Reporting Protocols: Treasury asked about VPI's existing protocols for reporting cybersecurity incidents to contracting agencies, DCSA, and other relevant government entities.
• Migration of VPI Data to HSAG Infrastructure: Treasury asked directly whether HSAG intends to migrate any VPI data — classified, CUI, or otherwise controlled — to HSAG cloud infrastructure, shared enterprise platforms, or any systems accessible to non-U.S. HSAG personnel. Treasury's framing of this question strongly suggested that any such migration would be viewed with deep concern.
• Third-Party Penetration Testing: Treasury asked whether the parties plan to conduct annual third-party penetration testing of VPI's information systems post-closing, and whether the results of such testing would be made available to the monitoring agency under any resulting NSA.
Treasury staff emphasized that cybersecurity would be a key area of concern for CFIUS throughout the review process, given the classified and CUI nature of VPI's work, the presence of 212 cleared employees, and the potential for HSAG — as a high-profile European semiconductor company — to be targeted by foreign intelligence services seeking to use HSAG's global network as a vector to access VPI's sensitive systems and data. Treasury staff referenced, in general terms, the increasing sophistication of state-sponsored cyber threats targeting the defense industrial base, and indicated that the cybersecurity mitigation provisions in any NSA resulting from this review would be among the most detailed and prescriptive elements of the agreement.
C. Post-Closing Governance and FOCI Mitigation
Treasury asked detailed and probing questions about the proposed post-closing governance structure for VPI, focusing on how HSAG's foreign ownership, control, or influence ("FOCI") would be mitigated in a manner consistent with VPI's continued eligibility to hold a Facility Security Clearance and perform on classified contracts. The specific questions included:
• Board Composition: Treasury asked for specifics regarding the proposed composition of VPI's reconstituted board of directors, including the precise number of Security Board Members versus HSAG-designated directors, the security clearance requirements applicable to each category of director, and whether the Security Board Members would constitute a majority of the board.
• Scope of the Government Security Committee: Treasury asked for a detailed description of the scope of authority of the proposed Government Security Committee, and specifically whether the GSC would have exclusive and unilateral authority over: (a) all classified programs, (b) all ITAR-controlled programs and activities, (c) personnel security decisions (hiring, termination, and clearance sponsorship for cleared employees), (d) facility security, (e) export compliance decisions, and (f) relationships with U.S. government customers and contracting officers.
• Identity of Proposed Security Board Members: Treasury indicated its interest in reviewing the qualifications, professional backgrounds, and clearance status of any proposed candidates for the Security Board Member positions. Treasury noted that the identity and caliber of the Security Board Members is a critical factor in CFIUS's assessment of whether the proposed governance structure will be effective in practice.
• SSA vs. NSA Framework: Treasury asked whether the proposed post-closing governance structure was intended to function as a Special Security Agreement ("SSA") under the National Industrial Security Program Operating Manual ("NISPOM"), or whether it would operate as a CFIUS-specific National Security Agreement separate from any FOCI mitigation instrument required by DCSA. Treasury also asked whether HSAG contemplated that a separate FOCI mitigation instrument might be required under the NISPOM framework, in addition to any NSA negotiated through CFIUS.
• Interaction with DCSA Oversight: Treasury asked how the proposed CFIUS mitigation framework would interact with DCSA's existing and continuing oversight of VPI's Facility Security Clearance (CAGE Code 7VK92). Treasury was clearly focused on ensuring that the CFIUS and DCSA processes would be coordinated and that the resulting mitigation instruments would be complementary rather than conflicting.
• HSAG Designee Access to Classified Information: Treasury asked directly whether HSAG-designated directors on VPI's board would be permitted any access to classified information, classified programs, or classified contract details. The framing of this question strongly suggested that Treasury would expect the answer to be no.
• Material Changes and Pre-Notification Requirements: Treasury asked how "material changes" to VPI's business would be defined under the proposed governance framework, and what pre-notification or pre-approval requirements would apply before VPI could undertake significant business decisions such as changes to its product lines, entry into new government contract programs, changes to its security clearance posture, significant capital expenditures at the Albuquerque facility, or disposition of significant assets.
The governance and FOCI mitigation questions occupied a substantial portion of the Q&A session and made clear that Treasury expects the formal notice to include a well-developed, specific, and detailed governance framework — not merely a general statement of principles or commitments. This expectation is consistent with our experience in comparable CFIUS reviews involving defense-related targets.
D. Technology Transfer and Export Control Concerns
Treasury raised pointed questions regarding the risk of unauthorized transfer of VPI's controlled technology — whether classified, ITAR-controlled, EAR-controlled, or otherwise proprietary — to HSAG or its non-U.S. affiliates. The specific questions included:
• Technology Control Plan — Operational Detail: Treasury asked for a more detailed explanation of how the proposed Technology Control Plan would operate in practice, including a clear delineation of what categories of information could flow from VPI to HSAG (e.g., high-level financial reporting, unclassified commercial business information) and what categories would be strictly restricted (e.g., classified technical data, ITAR-controlled technical data, CUI, trade secrets relating to government programs, and proprietary fabrication process data).
• VPI's Current ITAR and EAR Compliance Infrastructure: Treasury asked about VPI's existing export compliance program, including whether VPI has a dedicated export compliance officer, the scope and frequency of export compliance training programs, the company's record-keeping practices, and the results of any recent internal or external compliance audits.
• Impact of Change of Ownership on DDTC Registration and DSP-5 Licenses: Treasury asked how the change of ownership to a foreign parent would affect VPI's DDTC registration (Registration No. M-24817), its three active DSP-5 export licenses for deliveries to the United Kingdom and Australia, and its eligibility to apply for and hold future ITAR export authorizations. This question reflects the requirement under 22 C.F.R. § 122.4 that changes in ownership of DDTC-registered entities be reported and may trigger additional State Department review.
• Integration of VPI Technology into HSAG Commercial Products: Treasury asked whether HSAG planned to integrate any VPI technology — including VPI's GaN fabrication processes, design IP, or advanced packaging techniques — into HSAG's commercial (non-defense) product lines, and if so, how controlled technical data would be safeguarded during any such integration process. Treasury was clearly concerned about the potential for dual-use technology developed under government contracts to migrate into HSAG's commercial operations and thereby become accessible to non-U.S. persons.
• Cross-Border R&D Collaboration: Treasury asked whether the parties anticipated any cross-border research and development collaboration between VPI and HSAG following the closing — for example, whether VPI engineers would collaborate with HSAG R&D teams in Dresden, Austin, or other locations, and whether any VPI technical data or engineering deliverables would be shared with HSAG teams in the course of such collaboration.
These questions underscore the importance of developing a robust and credible Technology Control Plan as part of the formal notice, with specific operational procedures rather than general policy statements.
E. Government Contract Continuity and Supply Chain
Treasury indicated that DoD and other CFIUS member agencies would focus closely on ensuring the continuity and integrity of VPI's role as a critical supplier within the U.S. defense semiconductor supply chain. The questions raised in this area included:
• Novation of Government Contracts: Treasury asked about HSAG's plans for novation of VPI's fourteen (14) active government contracts under FAR Subpart 42.12. Treasury was interested in whether HSAG intended to seek novation agreements with each contracting agency, or whether VPI would continue as the contracting entity (as a wholly owned subsidiary of HUSH) without novation, and whether the change of control would trigger any contractual requirements for government consent.
• Retention of Management and Cleared Personnel: Treasury asked whether HSAG intended to retain VPI's existing management team, particularly Dr. Trevorrow, Ms. Sung-Avila, and Col. Hendrickson, and whether HSAG would commit to maintaining VPI's cleared workforce at or above current levels.
• VPI's Role in Critical Defense Programs: Treasury specifically referenced VPI's role in the design and fabrication of GaN-based T/R modules for missile defense and advanced radar applications, and asked how HSAG would ensure that VPI's performance on these critical programs would not be disrupted or degraded by the change of ownership.
• Impact on Contract Performance and Competition: Treasury asked whether the acquisition would affect VPI's capacity to perform on its existing contracts within the established cost, schedule, and performance parameters, and whether the acquisition would affect VPI's ability to compete for new government contracts, including whether HSAG's foreign ownership might create organizational conflicts of interest or eligibility issues for certain programs.
• Supply Chain Dependencies: Treasury asked whether VPI sources any critical raw materials, substrates, precursor chemicals, or fabrication equipment from non-allied nations, with particular attention to any dependencies on PRC-based suppliers. This question was clearly motivated by broader U.S. government concerns about supply chain vulnerabilities in the defense semiconductor sector.
F. Other Matters Raised
In addition to the substantive topic areas described above, Treasury raised or confirmed the following additional matters during the meeting:
• Co-Lead Agency Designation: Treasury confirmed that the Department of Defense and the Department of Energy would be designated as co-lead agencies for the formal CFIUS review, consistent with VPI's defense and dual-use semiconductor activities and its relationships with DoD and DOE-affiliated programs.
• Monitoring Agency: Treasury noted that the monitoring agency under any resulting National Security Agreement would likely be the Defense Counterintelligence and Security Agency ("DCSA"), given DCSA's existing relationship with VPI through its Facility Security Clearance program.
• Closing Timeline and CFIUS Condition: Treasury staff asked about the expected closing timeline for the acquisition and whether the parties intended to close the transaction prior to obtaining CFIUS clearance. We confirmed that CFIUS clearance is a condition precedent to closing under Section 7.1(c) of the SPA, and that the parties will not close until CFIUS clearance has been obtained or the applicable waiting period has expired without action. Treasury appeared satisfied with this response.
• Prior CFIUS Interactions: Treasury staff asked whether HSAG has previously undergone any CFIUS review, either as an acquiror or as a target. We confirmed that this would be HSAG's first CFIUS filing, and that HSAG has not previously been a party to any CFIUS notice, declaration, or review.
• Filing Mechanism: Treasury staff confirmed that a voluntary joint notice filed under 31 C.F.R. § 800.501 is the appropriate filing mechanism for the Proposed Transaction, and that a short-form declaration under § 800.401(e) would be insufficient given the complexity of the transaction, the sensitivity of VPI's classified programs, and the breadth of national security issues implicated.
V. ASSESSMENT OF TREASURY'S POSTURE
Based on our observations during the June 19, 2023 pre-filing consultation, the engagement team's overall assessment of Treasury's posture and the likely trajectory of the CFIUS review is as follows:
Overall Tone and Engagement. Treasury staff were professional, well-prepared, and substantively engaged throughout the meeting. The tone of the meeting was constructive and business-like, and Treasury staff were receptive to the information presented and responsive to follow-up clarifications. At no point during the meeting did Treasury staff express opposition to the transaction or indicate that the transaction would face insurmountable national security concerns. However, the volume, specificity, and depth of the questions posed made clear that CFIUS will conduct a thorough and detailed review.
Likelihood of Investigation Phase. Based on the sensitivity of VPI's classified programs, the breadth of its ITAR-controlled and EAR-controlled product lines, its critical role in the defense semiconductor supply chain, the presence of 212 cleared employees, and the involvement of a foreign acquiror with operations (albeit limited) in the PRC, it is our assessment that CFIUS will almost certainly proceed beyond the initial 45-day review period into the additional 45-day investigation phase. The designation of both DoD and DOE as co-lead agencies further supports this assessment, as it signals that multiple agencies will be conducting independent analyses and that consensus-building among member agencies will require additional time.
Likelihood of National Security Agreement. It is our assessment that CFIUS is highly likely to require a National Security Agreement with robust and detailed mitigation provisions as a condition of clearance. The nature of VPI's business — classified defense programs, ITAR-controlled defense articles, a Facility Security Clearance, and strategic importance to missile defense and electronic warfare programs — makes this outcome a near-certainty. The scope and specificity of the NSA will likely extend well beyond standard FOCI mitigation measures and will incorporate enhanced cybersecurity requirements, technology transfer restrictions, personnel security provisions, and compliance monitoring obligations.
Likelihood of Presidential Block. It is our assessment that a presidential block of the Proposed Transaction is unlikely, provided that HSAG demonstrates a genuine willingness to accept meaningful and enforceable mitigation measures. HSAG's status as a company from a NATO ally — the Federal Republic of Germany — with no problematic foreign government ties, no state ownership, and no significant defense or intelligence relationships with adversary nations, distinguishes this transaction from the category of cases where presidential intervention has been exercised or seriously considered. The precedent set by recent CFIUS reviews of acquisitions by NATO-allied companies of U.S. defense suppliers supports the conclusion that a negotiated mitigation outcome is achievable.
Particular Areas of Sensitivity. Several areas of particular sensitivity emerged from the meeting and will require focused attention during the notice preparation process:
• HSAG's China Operations: Although HSAG's China presence is limited in scope (approximately 1.3% of revenue, consumer-grade products only, no GaN or defense-related activities), this area will receive disproportionate scrutiny from CFIUS member agencies, particularly DoD and the intelligence community. The current geopolitical environment — including heightened U.S.-China tensions over semiconductor export controls, the CHIPS Act implementation, and ongoing intelligence community assessments of PRC economic espionage targeting the semiconductor industry — ensures that any acquiror with a China presence, however modest, will face searching inquiry. We strongly recommend preparing a comprehensive China operations narrative as a supplemental exhibit to the formal notice, addressing every conceivable question proactively.
• Cybersecurity: Treasury's emphasis on cybersecurity was pronounced and reflects CFIUS's evolving practice of treating cyber risk as a core national security concern in transactions involving classified and CUI-handling targets. VPI's compliance with NIST SP 800-171 must be documented thoroughly, and the proposed IT segregation plan must be detailed, technically credible, and demonstrably robust. Any weaknesses or gaps in VPI's current cybersecurity posture should be identified and addressed in advance of the filing to the extent possible.
• Governance Structure and FOCI Mitigation: Treasury's questions made clear that the governance framework and FOCI mitigation approach must be well-developed, specific, and operationally detailed before the formal notice is filed. Treasury expects to see proposed board compositions with identified candidates (or at least candidate profiles), a detailed GSC charter, a Technology Control Plan with operational specificity, and a clear articulation of the relationship between the CFIUS NSA framework and the DCSA FOCI mitigation process. Generalities and statements of intent will not suffice.
VI. ACTION ITEMS FOR NOTICE PREPARATION
Based on the pre-filing consultation and the areas of focus identified by Treasury, the following action items have been identified for the notice preparation workstream. Each item is assigned to a specific team member with a target completion deadline. All deadlines are firm absent prior authorization from the undersigned or Beatrice Holloway.
A. Information Requests to HSAG
1. HSAG China Operations Summary. Prepare a comprehensive written summary of all HSAG operations in the People's Republic of China, focusing on Halcyon Semiconductor (Shanghai) Co., Ltd. The summary must include: revenue breakdown by product line and customer segment; complete product line descriptions; customer list (with identification of any government, military, or state-owned enterprise customers); employee count and organizational chart for Halcyon Shanghai; any PRC government relationships (including regulatory interactions, government approvals, and Party committee structures if applicable); any joint ventures, technology-sharing agreements, R&D partnerships, or licensing arrangements with PRC-based entities; and any interactions with PRC entities on the U.S. Entity List, Military End-User List, or other restricted party lists. This summary will be drafted as a supplemental exhibit to the formal notice. Assigned to: Priya Venkataraman. Deadline: July 1, 2023.
2. HSAG Enterprise Cybersecurity Documentation. Obtain HSAG's enterprise cybersecurity program documentation, including: ISO 27001 certificate and scope statement; most recent external information security audit reports; cybersecurity incident history for the past five (5) years (including dates, nature, scope, remediation, and notification to regulators or affected parties); data protection and data classification policies; network architecture overview; cloud infrastructure documentation; and employee cybersecurity training program descriptions. This material will be summarized and presented as a supplemental exhibit to the notice. Assigned to: Lt. Col. (Ret.) David Caruso. Deadline: July 1, 2023.
3. HSAG Global Corporate Organizational Chart. Obtain a detailed corporate organizational chart showing HSAG's complete global subsidiary structure, including all direct and indirect subsidiaries (U.S. and non-U.S.), with jurisdiction of organization, ownership percentages, and identification of any minority interests or joint venture structures. The chart should separately identify entities with operations in the PRC, Russia, and other countries of concern. Assigned to: Kenneth Morales. Deadline: June 30, 2023.
4. Prior CFIUS and Regulatory Interactions. Confirm with Stefan Lohse: (a) whether HSAG has ever been party to any prior CFIUS notice, declaration, or review (believed to be no, but must be confirmed in writing); (b) whether HSAG has any other pending U.S. regulatory reviews relevant to the Proposed Transaction (HSR, DDTC, BIS, etc.); and (c) what non-U.S. foreign direct investment screening and/or antitrust reviews are required for the Proposed Transaction and their current status (including German AWV review, EU Merger Regulation notification if applicable, and any other jurisdictions). Assigned to: Peggy Ashworth. Deadline: June 26, 2023.
5. IT System Segregation Plan. Request from HSAG's IT department a detailed plan and timeline for IT system segregation of VPI from HSAG's global enterprise network post-closing. The plan must address: network architecture and firewall configurations; email systems (including whether VPI will maintain a separate email domain and mail server infrastructure); ERP systems; engineering design platforms (CAD, EDA tools, simulation environments); document management and collaboration platforms; cloud infrastructure (public, private, and hybrid cloud); data center locations; remote access and VPN configurations; identity and access management controls; monitoring and intrusion detection systems; and boundary controls governing any authorized information flows between VPI and HSAG. Assigned to: Lt. Col. (Ret.) David Caruso. Deadline: July 5, 2023.
B. Information Requests to VPI (via Wethersfield & Gale)
6. VPI NIST SP 800-171 Compliance Assessment. Obtain VPI's current NIST SP 800-171 compliance self-assessment score (as reported in the Supplier Performance Risk System, if applicable), the date of VPI's most recent assessment, the most recent external cybersecurity audit report, and VPI's incident reporting protocols (including DFARS 252.204-7012 reporting procedures). Assigned to: Lt. Col. (Ret.) David Caruso, to coordinate with Harrison Whitfield at Wethersfield & Gale. Deadline: July 1, 2023.
7. VPI Government Contracts Portfolio. Obtain a complete listing of VPI's fourteen (14) active government contracts, including for each contract: contract number; contracting agency; contract type (firm fixed-price, cost-plus, time-and-materials, etc.); total contract value; remaining backlog; period of performance (including options); classification level; prime or subcontract designation; identity of prime contractor (if subcontract); and any change-of-control or novation provisions. Assigned to: Lt. Col. (Ret.) David Caruso. Deadline: June 30, 2023.
8. VPI FOCI Documentation. Obtain any existing FOCI-related documentation maintained by VPI, including any existing Special Security Agreement, proxy agreement, or other FOCI mitigation instrument with DCSA, and any prior correspondence between VPI and DCSA regarding foreign ownership or influence. Assigned to: Peggy Ashworth. Deadline: June 30, 2023.
9. VPI Cleared Personnel Breakdown. Obtain an anonymized breakdown of VPI's 212 cleared employees by clearance level (SECRET, TOP SECRET, TS/SCI), by program or contract affiliation, and by function (engineering, management, manufacturing, quality assurance, security, etc.). Assigned to: Lt. Col. (Ret.) David Caruso. Deadline: June 30, 2023.
10. VPI Export Compliance Program Documentation. Obtain VPI's complete export compliance program documentation, including: ITAR compliance manual; EAR compliance procedures; empowered official designation letter(s); export compliance training records and curriculum; Technology Control Plan (if any existing plan is in place); screening procedures for customers, end-users, and foreign persons; and records of any voluntary disclosures submitted to DDTC or BIS within the past five (5) years. Assigned to: Priya Venkataraman. Deadline: July 5, 2023.
C. Legal Work Product for Notice Preparation
11. Exhibit B — Business Description of Marlowe Asset Management Photonics Inc. Draft the Exhibit B business description for VPI, covering corporate history, organizational structure, products and services, government programs, financial overview, key personnel, facilities, and intellectual property. This exhibit should incorporate the information gathered from Action Items 6–10 above. Assigned to: Lt. Col. (Ret.) David Caruso and Priya Venkataraman. First draft deadline: July 3, 2023.
12. Exhibit C — Business Description of Halcyon Semiconductor AG. Draft the Exhibit C business description for HSAG, covering corporate history, organizational structure, global operations, products and services, financial overview, key personnel, and — critically — an enhanced disclosure of HSAG's China operations informed by the comprehensive China operations summary prepared under Action Item 1. Assigned to: Kenneth Morales and Priya Venkataraman. First draft deadline: July 3, 2023.
13. Exhibit D — Organizational Charts & Corporate Structure. Draft Exhibit D presenting detailed organizational charts showing HSAG's and VPI's corporate structures both pre-closing and post-closing, including all subsidiaries, the intermediate holding company (HUSH), and the relationship of VPI to HSAG's global corporate family. Assigned to: Kenneth Morales. Deadline: July 1, 2023.
14. Exhibit E — Products & Services Subject to U.S. Government Regulation. Draft Exhibit E providing a comprehensive description of VPI's products and services that are subject to U.S. government regulation, including ITAR-controlled defense articles (USML Category XI(a)(3)), EAR-controlled dual-use items (ECCN 3A001), products subject to DDTC registration and licensing requirements, and any items subject to other regulatory regimes. Assigned to: Priya Venkataraman and Christy Bauer. Deadline: July 5, 2023.
15. Exhibit G — Personnel with U.S. Government Security Clearances. Draft Exhibit G providing an anonymized summary of VPI personnel holding U.S. government security clearances, organized by clearance level, functional area, and program affiliation. Assigned to: Lt. Col. (Ret.) David Caruso. Deadline: July 3, 2023.
16. Supplemental Exhibit — HSAG Cybersecurity Program Overview. Prepare a comprehensive supplemental exhibit presenting HSAG's enterprise cybersecurity program, including certifications, policies, incident history, and the proposed post-closing IT segregation plan for VPI. Assigned to: Lt. Col. (Ret.) David Caruso. Deadline: July 7, 2023.
17. Supplemental Exhibit — HSAG China Operations Summary. Prep

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT PRIVILEGED ATTORNEY WORK PRODUCT

INTERNAL MEMORANDUM

MATTER NO.: 1032-00004

I. PURPOSE AND BACKGROUND

II. MEETING LOGISTICS

III. PRESENTATION SUMMARY

IV. TREASURY OIS PRELIMINARY QUESTIONS AND AREAS OF CONCERN

V. ASSESSMENT OF TREASURY'S POSTURE

VI. ACTION ITEMS FOR NOTICE PREPARATION

Record

Parties

Dates

Amounts