Comparison: Special Security Agreement & Proxy Agreement

SIMILARITIES/DIFFERENCES IN PROXY/VOTING TRUST AGREEMENT AND SPECIAL SECURITY AGREEMENT

PROXY/VOTING TRUST	SPECIAL SECURITY AGREEMENT
Bound by all the requirements of any cleared firm in the NISP	Bound by all the requirements of any cleared firm in the NISP
US Company must be organized, structured and financed as a viable business entity independent from the foreign investor
Prerogatives of ownership surrendered by foreign investor to US Proxy Holders/Trustees	Prerogatives of ownership retained by foreign investor with decisions monitored by US Outside Directors
Proxy Holders exercise all prerogatives of ownership with complete freedom to act independently from the foreign investor with the following exceptions: - Sale or disposal of US company's assets or a substantial part thereof - Pledges, mortgages, or other encumbrances on the capital stock - Mergers, consolidations or reorganizations - Dissolution of the US company - Filing of a bankruptcy petition
	Foreign investor Board member may have direct voice in business management through Board representation while denying unauthorized access to classified and export-controlled information
Proxy Holders/Trustees must be cleared to level of facility clearance	Outside Directors must be cleared to level of facility clearance
No Access Limitations (Can access proscribed information)	Access Limitations - Proscribed Information (TS, SCI, SAP, COMSEC & RD) may require National Interest Determination
3 cleared U.S. citizens as Proxy Holders/Trustees	3 cleared U.S. citizens as Outside Directors
	1 or 2 US citizen cleared Officers/Directors
	1 or 2 uncleared Inside Directors representing foreign investor
Only Proxy Holders/Trustees may elect other board members
Government Security Committee (GSC) - Proxy Holders/Trustees - Cleared Officer/Directors	Government Security Committee (GSC) - Outside Directors - Cleared Officer/Directors
Facility Security Officer and Technology Control Officers advisors to GSC	Facility Security Officer and Technology Control Officer advisors to GSC
Visit Approval Procedures for visits with representatives of foreign investor - No Routine Business Visits for foreign investor/affiliates. DSS defers to the GSC to determine the appropriate advance notice required.	Visit Approval Procedures for visits with representatives of foreign investor - Routine Business Visits. DSS defers to the GSC to determine the appropriate advance notice required.
Electronic Communications Plan - E-mail - Telephone - Video teleconferencing - Facsimile, etc.	Electronic Communication Plan - E-mail - Telephone - Video teleconferencing - Facsimile, etc.
Proxy/Voting Trust Operating Procedures	SSA Operating Procedures
Certification by GSC of Administrative Services, as required	Certification by GSC of Administrative Services, as required
Technology Control Plan	Technology Control Plan
Annual Proxy/Voting Trust Compliance Reports	Annual SSA Compliance Report
Annual Proxy/Voting Trust Compliance Review	Annual Compliance Review
Annual Certifications by GSC & Proxy Holders/Trustees	Annual Certifications by GSC Members & Outside Directors
Subject to security oversight as any other cleared firm in the NISP	Subject to security oversight as any other cleared firm in the NISP
Proxy/Voting Trust Agreement expires 5 years from date of execution	SSA expires 5 years from date of execution