Contract analysis

I. PURPOSE AND OVERVIEW The purpose of this memorandum is to outline the preparation strategy for Gerald Huang's testimony at the evidentiary hearing in ICC Case No. 27914/MHM, currently scheduled for January 8–12, 2024, at the ICC Hearing Centre, New York, New York. The hearing will take place over five days, with Mr. Huang expected to appear for direct examination and cross-examination on Day 1 or Day 2, subject to

1. The lot rejection process for the fourteen (14) rejected lots of Ti-6Al-4V ELI titanium alloy turbine housings delivered by Kestrel between March and September 2022, including WAL's incoming inspection procedures, the contractual quality standards applied, and the independent metallurgical testing that confirmed non-conformances.

2. Communications with Kestrel regarding cure obligations under Sections 8.4 and 14.2 of the Master Supply Agreement (as amended), including the cure-period notices, Kestrel's attempts to cure, and the ultimate failure to cure seven of the fourteen rejected lots within the contractually prescribed 45-calendar-day cure period.

3. WAL's decision to engage Valkyr Precision Components Inc. as a replacement supplier, including the timeline of the supplier-diversification review, the commercial rationale for selecting Valkyr, the onboarding process, and the pricing premium WAL paid — which forms the basis of Respondent's €5.17 million counterclaim. The Tribunal in this matter is composed of the following members: • Presiding Arbitrator: Prof. D

II. WITNESS BACKGROUND AND ROLE A. Professional Background Gerald Huang holds the title of Vice President of Global Supply Chain Operations at Whitmore Aerospace LLC, a position he has held since January 2017. WAL's corporate headquarters are located at 4200 Wilson Boulevard, Suite 1100, Arlington, Virginia 22203. WAL is organized as a Delaware limited liability company and operates as an aerospace and defense manufa

III. KEY TESTIMONY TOPICS — DIRECT EXAMINATION This section outlines the principal topics on which Mr. Huang will be examined during Respondent's direct examination. For each topic, this memorandum identifies the key facts, the relevant contractual provisions and documents, and the themes that Mr. Huang's testimony should reinforce. A. The Master Supply Agreement and Amendments The foundation of Mr. Huang's testimony

IV. ANTICIPATED CROSS-EXAMINATION — QUESTIONS AND SUGGESTED RESPONSES This section identifies the most likely lines of cross-examination by Kestrel's counsel, Dr. Maximilian Haber and Katrin Schäfer of Haber Reinhardt Schlosser Partnerschaft mbB, and provides suggested responses for Mr. Huang. These suggested responses should be discussed and refined during the preparation sessions. Mr. Huang should not memorize or r

V. KEY DOCUMENTS FOR WITNESS REVIEW Mr. Huang should be thoroughly familiar with the following documents in advance of the preparation sessions and the evidentiary hearing. Mr. Huang should re-read each document and be prepared to identify, locate, and discuss key provisions on direct and cross-examination.

1. Master Supply Agreement (WAL-KDG-MSA-2018-0615), executed June 15, 2018 — in particular Sections 8.4 (Quality Standards and Cure), 14.2 (Termination for Cause), 8.7 (Limitation of Liability and Consequential Damages Waiver), and all appendices referencing product specifications.

2. Amendment No. 1 (February 10, 2020) — addition of WAL-SPEC-TH-410 and increase of maximum annual volume to 4,000 units.

3. Amendment No. 2 (September 3, 2021) — extension of cure period to 45 calendar days and addition of force majeure carve-out.

4. WAL-SPEC-TH-401, Appendix C, Table 3 — the porosity specification establishing the ≤0.25% maximum allowable porosity.

5. WAL-SPEC-TH-401 through WAL-SPEC-TH-410 — the full suite of engineering specifications applicable to the Products.

6. WAL-QCP-100 — WAL's quality control procedure for incoming inspection at the Manassas facility.

7. Rejection notices for all 14 lots (Lot KDG-2022-0307 through Lot KDG-2022-0919) — formal written notices issued by WAL to Kestrel, specifying the nature of each non-conformance and the cure period.

8. Cure-period correspondence — emails and formal letters between Mr. Huang and Luisa Erdmann and Friedrich Brenner, including Kestrel's acknowledgments, cure submissions, and WAL's re-inspection results.

9. Notice of Termination for Cause dated October 3, 2022 — the formal notice issued pursuant to Section 14.2(b) of the MSA.

10. Valkyr Precision Components Inc. supply agreement and pricing terms — the replacement supply agreement and the commercial terms establishing the €8,432.92 per-unit price and 4.2% introductory discount.

11. Mr. Huang's first witness statement (filed June 30, 2023 with Respondent's Statement of Defense and Counterclaim).

12. Mr. Huang's supplemental witness statement (filed September 29, 2023 with Respondent's Rejoinder).

13. Dr. Raymond Chow's expert report (Arclight Materials Science Inc.) — independent metallurgical analysis confirming porosity non-conformances in rejected lots.

14. Dr. Nadia Ostrovsky's expert report (Ridgeline Economic Consulting LLC) — damages quantification supporting the counterclaim.

15. Kestrel's Statement of Claim dated April 28, 2023 — Mr. Huang should be particularly familiar with paragraphs 87, 92, 96, and 101, which set forth Kestrel's damages allegations, so that he understands the claims he is being called upon to rebut. Mr. Huang should also review any internal WAL documents that are in evidence or may be introduced by opposing counsel, including internal emails, meeting notes, and suppl

VI. PREPARATION SESSION LOGISTICS A. Scheduling We propose two preparation sessions with Mr. Huang: Session 1 — Substantive Review and Document Walk-Through • Date: December 2023 (specific date to be coordinated with Mr. Huang's calendar) • Duration: Full day (approximately 9:00 AM – 5:00 PM, with breaks) • Location: Stanton & Crane LLP, Washington, DC office, 1750 K Street NW, Washington, DC 20006 • Objective: Compr

VII. KEY THEMES AND MESSAGING The following themes should be reinforced throughout Mr. Huang's testimony. These themes align with the broader case narrative presented in Respondent's Statement of Defense and Counterclaim and should provide a coherent framework for Mr. Huang's answers on both direct and cross-examination. A. Good Faith and Procedural Compliance WAL followed every procedural step required by the MSA be

VIII. RISKS AND MITIGATION The following risks have been identified in connection with Mr. Huang's testimony, together with proposed mitigation strategies: Risk 1 — Internal Emails Suggesting Early-Stage Interest in Alternative Suppliers Kestrel's counsel may produce internal WAL emails or meeting notes from the spring of 2022 — potentially predating the formal supplier-diversification review — that reference alterna

IX. CONCLUSION AND NEXT STEPS Based on the foregoing analysis, the following next steps are recommended:

1. Circulation for Review: This memorandum should be circulated to Theodore Langston and Vivienne St. Claire for review and comment. Any revisions or additions should be incorporated before the memorandum is shared with Mr. Huang.

2. Distribution to Witness: Upon approval by the partners, a copy of this memorandum should be provided to Mr. Huang in advance of Session 1 to allow him adequate time to review the testimony topics, anticipate cross-examination themes, and begin re-reading the key documents identified in Section V.

3. Coordination with Dr. Vollmer Preparation: Jeffrey Park should be instructed to coordinate the preparation of Dr. Ingrid Vollmer's witness preparation memorandum to ensure consistency with the themes and factual narrative outlined in this memorandum. In particular, the two memoranda should reflect a consistent delineation between Mr. Huang's commercial/supply chain testimony and Dr. Vollmer's technical/engineering

4. Hearing Schedule Confirmation: The hearing schedule and witness order should be confirmed with the ICC Hearing Centr