Contract analysis

1. I am over eighteen (18) years of age, am competent to testify regarding the matters set forth herein, and make this declaration based upon my own personal knowledge. If called as a witness, I could and would testify competently to the facts stated in this declaration.

2. I submit this declaration in support of Petitioner Halcyon Semiconductor AG's ("Halcyon" or "Petitioner") opposition to the cross-motion to vacate the arbitration award filed by Respondents Meridian Dynamics Inc. ("Meridian") and Derek Calloway (collectively, "Respondents"). The purpose of this declaration is to provide the Court with a complete and accurate account of my professional background, my compliance wit

I. PROFESSIONAL BACKGROUND AND QUALIFICATIONS

3. I am a retired justice of the California Court of Appeal, Second Appellate District, Division Four. I served on the appellate bench for approximately seventeen (17) years, from 2001 until my retirement in 2018. Prior to my appointment to the Court of Appeal, I served for six (6) years as a judge of the Los Angeles County Superior Court, where I was assigned to the complex civil litigation program and presided over

4. Since my retirement from the bench in 2018, I have maintained an active practice as an independent arbitrator and mediator, focusing on complex commercial disputes, international trade matters, distribution and licensing agreements, and technology-sector controversies. I maintain offices in Los Angeles, California.

5. I am a member of the American Arbitration Association's ("AAA") National Roster of Arbitrators and am listed on the International Centre for Dispute Resolution's ("ICDR") Panel of International Arbitrators. I am also a member of the panel of arbitrators maintained by JAMS and have served as an arbitrator under the rules of the International Chamber of Commerce ("ICC") International Court of Arbitration. Since the

6. My primary areas of expertise include complex commercial disputes involving breach of contract, licensing and distribution agreements, international supply chain disputes, cross-border enforcement of arbitral awards, trade secret and proprietary information disputes, and technology transactions. I have authored or co-authored several articles on arbitration practice published in the Northgate & Co., the Dispute Re

7. I hold a Juris Doctor degree from the University of California, Los Angeles School of Law (1975) and a Bachelor of Arts degree in Economics from Stanford University (1972). I am admitted to the California State Bar (inactive judicial status) and am a Fellow of the Chartered Institute of Arbitrators (FCIArb).

II. APPOINTMENT AS PRESIDING ARBITRATOR IN AAA/ICDR CASE NO. 01-24-0003917

8. The underlying arbitration at issue in this proceeding is captioned Halcyon Semiconductor AG v. Meridian Dynamics Inc., AAA/ICDR Case No. 01-24-0003917 (the "Arbitration").

9. The claimant in the Arbitration, Halcyon Semiconductor AG ("Halcyon"), is a German Aktiengesellschaft (stock corporation) organized under the laws of the Federal Republic of Germany, registered under commercial registration number HRB 241873 with the Amtsgericht München (Munich Local Court), and headquartered at Leopoldstraße 180, 80804 Munich, Germany. Halcyon is a publicly listed company whose shares are traded

10. The respondent in the Arbitration, Meridian Dynamics Inc. ("Meridian"), is a corporation organized under the laws of the State of Delaware, with its principal place of business located at 2750 Barranca Parkway, Suite 400, Irvine, California 92606. Meridian operates as a distributor of semiconductor components and electronic subsystems in the United States market.

11. The Arbitration arose out of a dispute between Halcyon and Meridian concerning an Exclusive Distribution Agreement dated September 28, 2016 (the "Distribution Agreement" or "Agreement"). Under the terms of the Distribution Agreement, Meridian was granted exclusive rights to distribute in the United States certain of Halcyon's semiconductor products, specifically Halcyon's power management integrated circuits desi

12. On April 8, 2024, Halcyon filed its Demand for Arbitration with the ICDR, asserting claims against Meridian for material breach of the Distribution Agreement, including, among other things, failure to meet minimum purchase commitments, unauthorized diversion of Halcyon products outside the approved distribution channels (gray-market diversion), failure to provide accurate and timely sales reporting, and other bre

13. In accordance with the ICDR Rules and the arbitration clause of the Distribution Agreement, a three-member arbitral tribunal was constituted on June 19, 2024. I was selected as Presiding Arbitrator through the AAA/ICDR's standard ranking and selection process, in which the ICDR proposed a list of potential presiding arbitrators to the parties, each party ranked the candidates and struck any unacceptable candidate

14. The two co-panelists on the tribunal were as follows: (a) Prof. Diane K. Sørensen, who served as the claimant's (Halcyon's) party-appointed arbitrator. Professor Sørensen is an adjunct professor of international commercial law at Westbrook University School of Law and maintains an active practice as an independent arbitrator specializing in cross-border commercial and investment disputes. (b) Victor R. Taniguchi,

15. The seat of the Arbitration was Los Angeles, California. Pursuant to Section 14.1 of the Distribution Agreement, the substantive law governing the parties' rights and obligations under the Agreement was the law of the State of California. Pursuant to Section 14.3 of the Distribution Agreement, the Arbitration was conducted under the ICDR International Arbitration Rules (the "ICDR Rules").

III. DISCLOSURE OBLIGATIONS AND COMPLIANCE WITH AAA/ICDR REQUIREMENTS

16. Upon my nomination as Presiding Arbitrator, I was required to complete and submit the AAA/ICDR's standard Arbitrator Disclosure Questionnaire and the Oath of Arbitrator. I understand and have always understood my disclosure obligations to be of the utmost importance, and I take those obligations seriously.

17. Under Article 13 of the ICDR International Arbitration Rules, a prospective arbitrator is required to disclose to the ICDR "any circumstances likely to give rise to justifiable doubts as to the arbitrator's impartiality or independence." This duty is a continuing one and extends throughout the arbitration proceeding. In addition, Canon II of the Code of Ethics for Arbitrators in Commercial Disputes (the "AAA Code

18. I completed and submitted my Arbitrator Disclosure Questionnaire on or about June 19, 2024, concurrent with the formal constitution of the tribunal. On my disclosure form, I was required to identify and describe any past or present relationships with the parties to the Arbitration (Halcyon Semiconductor AG and Meridian Dynamics Inc.), their counsel, their officers, directors, and employees, as well as any known w

19. In my disclosure form, I identified and disclosed the following: (a) With respect to Halcyon's counsel in the Arbitration, Falkenberg & Strauss GmbH (lead partner Dr. Elias Falkenberg, Maximilianstraße 35, 80539 Munich, Germany), I disclosed that I was aware of Dr. Elias Falkenberg from a single prior co-appearance on a continuing legal education ("CLE") panel in 2019. The nature and extent of that contact are de

20. My completed Arbitrator Disclosure Questionnaire was transmitted by the ICDR to counsel for both parties in the Arbitration in accordance with the ICDR's standard procedures. The ICDR Rules provide that a party may challenge an arbitrator's appointment within a specified period following receipt of the arbitrator's disclosures. No objection to my appointment or to the sufficiency of my disclosures was raised by e

21. Specifically, and for the avoidance of doubt, neither Meridian nor its counsel at Whitfield, Carruthers & Payne LLP raised any challenge to my appointment, any objection to my disclosures, or any concern regarding my impartiality or independence at any point during the entirety of the Arbitration proceedings. No such challenge or objection was raised during any of the procedural conferences, during the preliminar

IV. NATURE AND EXTENT OF PRIOR CONTACT WITH DR. ELIAS FALKENBERG

22. As disclosed on my Arbitrator Disclosure Questionnaire, my sole prior professional contact with Dr. Elias Falkenberg of Falkenberg & Strauss GmbH consists of a single appearance together on a CLE panel in 2019. I describe the full nature and extent of that contact below.

23. In October 2019, I was invited to serve as a panelist at the International Commercial Dispute Resolution Forum, an annual conference organized by the Global Arbitration Law Institute ("GALI") and held that year at the Millennium Biltmore Hotel in Los Angeles, California. The specific panel on which I appeared was entitled "Cross-Border Enforcement of Arbitral Awards: Navigating the New York Convention in an Era o

24. Each panelist presented independently and spoke from his or her own prepared remarks. I did not co-author any written materials, articles, papers, or presentation slides with Dr. Falkenberg in connection with this panel or otherwise. I did not collaborate with Dr. Falkenberg on the substance of the panel discussion, and we did not coordinate our respective presentations in advance. Each panelist was responsible f

25. My interaction with Dr. Falkenberg in connection with the 2019 CLE panel was limited to the panel discussion itself and the customary brief exchanges that occur among co-panelists at such events—namely, introductions and pleasantries before and after the session. To the best of my recollection, I exchanged brief greetings with Dr. Falkenberg in the speakers' staging area prior to the panel and shook his hand foll

26. At no time before, during, or after the 2019 CLE panel have I been retained, employed, or compensated in any capacity by Falkenberg & Strauss GmbH or by any of its partners, associates, or clients, including Halcyon Semiconductor AG. I have never served as an arbitrator, mediator, expert, consultant, or advisor in any other matter in which Falkenberg & Strauss GmbH, Dr. Falkenberg, or any attorney affiliated with

27. Since the 2019 CLE panel, I have had no further professional or personal contact whatsoever with Dr. Elias Falkenberg. I have not exchanged any phone calls, emails, text messages, letters, or other correspondence with Dr. Falkenberg. I have not attended any meetings, dinners, social engagements, or other events with Dr. Falkenberg. I have not communicated with Dr. Falkenberg through any social media platform, pro

28. I do not consider Dr. Falkenberg to be a personal acquaintance, a colleague, or a professional associate. Our sole interaction was a single co-appearance at a public continuing legal education event attended by hundreds of legal professionals, and that interaction occurred more than five years before the issuance of the Final Award in the Arbitration.

V. ABSENCE OF FINANCIAL INTEREST OR ONGOING RELATIONSHIP WITH ANY PARTY OR COUNSEL

29. I have no financial interest, whether direct or indirect, in Halcyon Semiconductor AG. I do not own, and have never owned, any shares of Halcyon stock traded on the SIX Swiss Exchange under the ticker symbol HSAG (ISIN: DE000A2QRFX7). I do not hold, and have never held, any options, warrants, convertible instruments, or derivative securities linked to, or based upon the performance of, Halcyon Semiconductor AG or

30. I have no financial interest, whether direct or indirect, in Meridian Dynamics Inc. (Employer Identification Number: 83-2047561). I do not hold, and have never held, any equity, debt, or other financial interest in Meridian or in any entity controlled by, affiliated with, or related to Meridian, its officers, or its principals, including Derek Calloway and Janet Shin.

31. I have no financial interest, whether direct or indirect, in any of the following entities that were parties to, or participated in, the Arbitration or the present proceedings before this Court: (a) Falkenberg & Strauss GmbH (German counsel for Halcyon in the Arbitration); (b) Calderwood & Harkness LLP (United States counsel for Halcyon in the present proceedings before this Court); (c) Whitfield, Carruthers & Pa

32. Other than my appointment as Presiding Arbitrator in AAA/ICDR Case No. 01-24-0003917, I have never been retained by, employed by, or received any compensation from any of the parties to the Arbitration, their affiliates, their respective counsel, or any entity associated with any of those parties. I have never served in any professional capacity—whether as arbitrator, mediator, judge, counsel, expert, consultant,

33. I have no personal, familial, or social relationship with any of the following individuals who were identified as participants, witnesses, or representatives in the Arbitration or in the present proceedings before this Court: (a) Dr. Katharina Reinhardt, General Counsel of Halcyon Semiconductor AG; (b) Marcus Pfeiffer, Senior Vice President, Global Sales of Halcyon Semiconductor AG; (c) Derek Calloway, Chief Exec

34. The sole compensation I received in connection with the Arbitration was my arbitrator's fee, which was paid by the parties through the AAA in accordance with the ICDR's published fee schedule and the tribunal's procedural orders regarding the allocation of costs. That fee was the standard fee applicable to presiding arbitrators under the ICDR fee schedule and was shared equally by the parties during the pendency

35. The tribunal conducted a thorough and comprehensive evidentiary hearing over seven (7) days, spanning October 14–18, 2024 and November 4–5, 2024. The hearing was held at the AAA's hearing facility in Los Angeles, California. During the evidentiary hearing, the tribunal received extensive documentary evidence, including hundreds of exhibits produced by both parties during the discovery phase of the Arbitration. Th

36. Following the conclusion of the evidentiary hearing, the parties submitted post-hearing briefs and reply briefs in accordance with the procedural schedule established by the tribunal. The tribunal then engaged in extensive deliberation among its three members—myself, Professor Sørensen, and Mr. Taniguchi—over a period of several months, during which we carefully reviewed and analyzed the evidentiary record, the a

37. On August 22, 2025, the tribunal issued a unanimous Final Award (the "Final Award" or the "Award"). The Final Award found Meridian Dynamics Inc. liable for material breach of the Exclusive Distribution Agreement dated September 28, 2016, and awarded Halcyon Semiconductor AG total damages in the amount of Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000.00), comprising the following components: (a)

38. In addition to the foregoing damages, the Final Award provided for post-award interest at the rate of ten percent (10%) per annum on the total damages amount, calculated from the date of the Award until the date of payment, pursuant to California Civil Code Section 3289, subdivision (b).

39. The Final Award was unanimous. All three members of the tribunal—myself, Professor Diane K. Sørensen (Claimant's party-appointed arbitrator), and Victor R. Taniguchi, Esq. (Respondent's party-appointed arbitrator)—concurred in the findings of liability and in the award of damages as set forth above. No dissenting or separate opinion was filed by any member of the tribunal. The fact that Mr. Taniguchi, who was app

40. I state unequivocally that my analysis and decision-making in the Arbitration were based solely and exclusively on the evidence and arguments presented by the parties during the course of the proceeding, the applicable substantive law (the law of the State of California), the procedural framework established by the ICDR Rules and the tribunal's procedural orders, and the express terms of the Distribution Agreemen

VII. RESPONSE TO RESPONDENTS' ALLEGATIONS OF EVIDENT PARTIALITY

41. I am aware that Respondents, through their counsel at Whitfield, Carruthers & Payne LLP, have filed a cross-motion to vacate the Final Award in which they allege, inter alia, "evident partiality" on the part of the Presiding Arbitrator under Section 10(a)(2) of the Federal Arbitration Act, 9 U.S.C. § 10(a)(2). Respondents' evident-partiality challenge is premised on a purported undisclosed "prior professional rel

42. I state that Respondents' characterization of my contact with Dr. Falkenberg as a "prior professional relationship" is inaccurate and misleading. As set forth in detail in Section IV of this declaration, my sole contact with Dr. Falkenberg consisted of a single co-appearance on a public CLE panel in October 2019—a panel that included two other panelists and a moderator, lasted approximately ninety minutes, and wa

43. Moreover, Respondents' allegation that this contact was "undisclosed" is flatly incorrect. I disclosed my awareness of Dr. Falkenberg on my AAA/ICDR Arbitrator Disclosure Questionnaire, which I submitted on or about June 19, 2024, the date the tribunal was constituted. That disclosure was circulated to counsel for both parties by the ICDR. Respondents and their counsel at Whitfield, Carruthers & Payne LLP receive

44. No party raised any objection to my appointment within the time period prescribed by the ICDR Rules for challenges to arbitrators following disclosure. No party raised any concern about my disclosures at any later stage of the proceedings. No party raised any issue of partiality, bias, or inadequate disclosure during any of the multiple procedural conferences conducted by the tribunal, during the preliminary hear

45. Throughout the entirety of the Arbitration, I maintained strict impartiality and independence as between the parties. I exercised my duties as Presiding Arbitrator faithfully, conscientiously, and without bias or favoritism toward either Halcyon or Meridian. I gave both parties full and equal opportunity to present their cases, to examine and cross-examine witnesses, to introduce documentary and expert evidence,

46. In light of the foregoing, I reaffirm that I complied fully with all applicable disclosure obligations imposed by the ICDR International Arbitration Rules, the AAA Code of Ethics for Arbitrators in Commercial Disputes, and my general duty as an arbitrator to disclose any circumstances that might give rise to justifiable doubt as to my impartiality or independence. My disclosures were timely, accurate, and complet

47. I reaffirm that my sole prior contact with Dr. Elias Falkenberg of Falkenberg & Strauss GmbH was a single CLE panel co-appearance at the International Commercial Dispute Resolution Forum in October 2019, which was trivial in nature, gave rise to no ongoing relationship, financial interest, professional engagement, or social connection, and did not and could not have created any bias or partiality on my part with

48. I reaffirm that I had and have no financial interest in, and no ongoing relationship with, any party, counsel, expert, witness, or other participant in AAA/ICDR Case No. 01-24-0003917 or in the present proceedings before this Court.

49. I respectfully submit this declaration to assist the Court in evaluating the merits—or, more precisely, the absence of merit—of Respondents' evident-partiality challenge under 9 U.S.C. § 10(a)(2). The Arbitration was conducted fairly, impartially, and in accordance with the governing rules and applicable law. The Final Award was the product of careful deliberation by all three members of the tribunal and was issu