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Extract to table / board-governance-provisions-memo.docx
board-governance-provisions-memo.docx
Parties
Harkness LLP
Marlowe Asset Management Photonics Inc
Halcyon US Holdings Inc
Ridgecrest Ventures Management LLC
Cascadian Capital Partners Management LLC
Halcyon Semiconductor GmbH
Halcyon US Inc
Ironclad Defense Systems Inc
Dates
November 12, 2023
November 3, 2023
October 20, 2023
June 5, 2023
February 14, 2009
November 6, 2023
November 8, 2023
November 10, 2023
November 7, 2023
December 1, 2023
Amounts
$1.42
€8.7
$193
$5,000,000
Obligations
1, the reconstituted board must consist of exactly five (5) members, allocated as follows: three (3) "Security Board Members" and two (2) "HSAG Designees
2 establishes the qualifications that each Security Board Member must satisfy
affiliate of HSAG, other than arm's-length compensation received for board service at VPI, which compensation must be disclosed to the CFIUS monitoring agencies; and 5
" The Independent Security Director must satisfy all of the Security Board Member qualifications set forth in Section 5
The Independent Security Director must possess substantial professional experience in one or more of the following domains: U
The Independent Security Director must be nominated jointly by the other two Security Board Members and must receive the written approval of the CFIUS monitoring agencies — specifically DCSA, the Department of the Treasury, DoD, and DOE — before assuming the role