Contract analysis

I. NOTICE OF EX PARTE APPLICATION AND HEARING Petitioner and Applicant Halcyon Semiconductor AG ("Halcyon" or "Petitioner") respectfully applies ex parte, pursuant to Federal Rule of Civil Procedure 65(b) and Local Rule 7-19 of the United States District Court for the Central District of California, for a temporary restraining order ("TRO") and an order to show cause why a preliminary injunction should not issue unde

II. MEMORANDUM OF POINTS AND AUTHORITIES IN SUPPORT OF EX PARTE APPLICATION A. Introduction This case presents a straightforward scenario that courts regularly confront in the post-arbitration enforcement context: a prevailing party holds a final, unanimous arbitration award of substantial magnitude, while the losing parties refuse to satisfy the award, pursue dilatory vacatur tactics, and simultaneously dissipate th

1. The Distribution Agreement and Its Breach On September 28, 2016, Halcyon and Meridian entered into an Exclusive Distribution Agreement (the "Distribution Agreement"), effective January 1, 2017, for a term of ten (10) years through December 31, 2026. (Declaration of Patrick Gallagher ("Gallagher Decl."), ¶ 4, Ex. A.) Under the Distribution Agreement, Meridian was appointed as the exclusive distributor in the United

2. The Arbitration and Final Award On April 8, 2024, Halcyon filed a Demand for Arbitration with the American Arbitration Association's International Centre for Dispute Resolution ("AAA/ICDR"), pursuant to Section 14.3 of the Distribution Agreement, which provides for binding arbitration of all disputes arising under or relating to the Distribution Agreement. (Gallagher Decl. ¶ 23, Ex. H.) The arbitration was designa

3. Respondents' Refusal to Pay and Stated Intent to Challenge the Award On September 5, 2025, Raymond Whitfield of Whitfield, Carruthers & Payne LLP sent a letter on behalf of Meridian and Calloway to Halcyon's counsel, refusing to satisfy the Award and previewing Respondents' intention to file a cross-motion to vacate the Award under 9 U.S.C. § 10. (Gallagher Decl. ¶ 30, Ex. J.) The September 5 letter asserted two g

4. Meridian's Asset Base and the Risk of Dissipation Meridian Dynamics Inc. is a Delaware corporation, incorporated under the laws of the State of Delaware with a registered agent at 1209 Orange Street, Wilmington, Delaware 19801, and maintaining its principal place of business at 2750 Barranca Parkway, Suite 400, Irvine, California 92606. (Gallagher Decl. ¶ 34.) Meridian's Employer Identification Number is 83-204756

5. Brindoval National Bank's Senior Secured Position On August 12, 2022, Brindoval National Bank ("Brindoval"), headquartered at 4100 MacArthur Boulevard, Suite 100, Newport Beach, California 92660, extended to Meridian a $45 million senior secured revolving credit facility (the "Brindoval Facility"). (Gallagher Decl. ¶ 38, Ex. K.) Pursuant to a Security Agreement dated August 12, 2022, Brindoval holds a first-priori

6. Evidence of Potential Asset Dissipation The Declaration of Patrick Gallagher, together with its supporting exhibits, sets forth credible, specific evidence that Respondents are dissipating or threatening to dissipate assets in a manner that threatens to frustrate Halcyon's ability to collect on the Award: (a) Recent UCC Filings. Since the issuance of the Award on August 22, 2025, at least two additional UCC-1 fina

1. Halcyon Is Likely to Succeed on the Merits a. The Award Is Entitled to Confirmation Under 9 U.S.C. § 9. Under the Federal Arbitration Act, 9 U.S.C. §§ 1–16, judicial confirmation of an arbitration award is a "summary proceeding" that converts the award into an enforceable judgment. See Hall Street Assocs., L.L.C. v. Mattel, Inc., 552 U.S. 576, 582 (2008). The court's review of an arbitration award is "among the na

Section 9 of the FAA provides that, upon application of a party, the court "must grant" an order confirming the award "unless the award is vacated, modified, or corrected as prescribed in sections 10 and 11 of this title." 9 U.S.C. § 9 (emphasis added). The statute thus creates a mandatory duty of confirmation, rebuttable only upon a showing of one of the narrowly defined statutory grounds for vacatur or modification

2. Halcyon Will Suffer Irreparable Harm Absent Injunctive Relief The essential purpose of an asset-preservation TRO is to prevent a judgment from becoming a "pyrrhic victory." See De Beers Consol. Mines Ltd. v. United States, 325 U.S. 212, 220 (1945) (an injunction may issue to "preserve the court's ability to render a meaningful decision"). If Respondents are permitted to continue transferring, encumbering, or liqui

3. The Balance of Equities Favors Halcyon The balance of equities tips decisively in Halcyon's favor. Halcyon holds a final, unanimous arbitration award issued after a full and fair hearing spanning seven days before a distinguished three-member panel. The Award is the product of a thorough proceeding in which both sides were represented by experienced counsel, presented extensive documentary and testimonial evidence

4. The Public Interest Favors Granting the TRO The public interest strongly supports the requested relief. The Federal Arbitration Act embodies a "liberal federal policy favoring arbitration agreements." Moses H. Cone Mem'l Hosp. v. Mercury Constr. Corp., 460 U.S. 1, 24 (1983). This policy extends not only to the enforcement of agreements to arbitrate, but also to the enforcement of arbitration awards. The FAA's conf

1. Transferring, selling, assigning, pledging, hypothecating, encumbering, or otherwise disposing of any assets, whether real or personal, tangible or intangible, including but not limited to: (a) Accounts receivable (approximately $52,000,000 as of December 31, 2024); (b) Inventory (approximately $61,000,000 as of December 31, 2024); (c) Real property located at 1480 East Fourth Street, Ontario, California 91764 (ap

2. Creating or permitting any new liens, security interests, or encumbrances on any assets, other than those liens, security interests, and encumbrances in existence as of the date of this Order, including the existing Brindoval National Bank revolving credit facility dated August 12, 2022.

3. Making any distributions, dividends, or extraordinary payments to shareholders (including Derek Calloway and Janet Shin), officers, directors, or insiders, other than ordinary-course compensation at levels consistent with historical practice.

4. Transferring any assets outside the jurisdiction of this Court, including but not limited to wire transfers to foreign accounts, physical removal of inventory or equipment to locations outside the Central District of California, and transfers of ownership interests in subsidiaries or affiliated entities. Ordinary-Course Business Operations Exception. Notwithstanding the foregoing restrictions, Respondents may cont

III. CONCLUSION AND PRAYER FOR RELIEF For all of the foregoing reasons, Petitioner Halcyon Semiconductor AG respectfully requests that the Court:

1. Issue a Temporary Restraining Order in the form attached hereto as Exhibit 1, restraining Respondents Meridian Dynamics Inc. and Derek Calloway, and their officers, agents, employees, attorneys, and all persons acting in concert or participation with them, from transferring, encumbering, dissipating, or otherwise disposing of assets pending confirmation and enforcement of the $47,300,000 Award, together with accru

2. Issue an Order to Show Cause why a Preliminary Injunction should not issue, and set a hearing date on or before November 14, 2025, or such other date as the Court deems appropriate;

3. Require Respondents to provide a verified accounting of all assets and all transfers of assets exceeding $50,000 made since August 22, 2025, within seven (7) calendar days of service of the TRO;

4. Set the amount of any bond or security required under Federal Rule of Civil Procedure 65(c), and order Petitioner to post such bond within such time as the Court directs;

5. Grant such other and further relief as the Court deems just and proper. Dated: October 31, 2025 Respectfully submitted, CALDERWOOD & HARKNESS LLP CALDERWOOD & HARKNESS LLP By: ________ Linda Osei, Responsible Partner Patrick Gallagher, Lead Associate Simone Laroche, Working Associate 777 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7400 Facsimile: (213) 555-7401 Email: losei

IV. CERTIFICATE OF COMPLIANCE WITH LOCAL RULE 7-19 (EX PARTE APPLICATIONS) Undersigned counsel hereby certifies compliance with Local Rule 7-19 of the United States District Court for the Central District of California, governing ex parte applications, as follows:

1. Timing of Notice. Pursuant to Local Rule 7-19.1, undersigned counsel provided notice to Respondents' counsel of record, Raymond Whitfield, Esq., and Alana Choi, Esq., of Whitfield, Carruthers & Payne LLP, of the intent to file this ex parte application. Telephonic notice was provided at approximately 3:17 p.m. Pacific Time on October 29, 2025, and written notice via email was provided at approximately 3:22 p.m. Pa

2. Content of Notice. The notice informed Respondents' counsel that Halcyon intended to file an ex parte application for a temporary restraining order seeking asset-preservation relief pending confirmation and enforcement of the August 22, 2025 Arbitration Award, and requested that Respondents' counsel stipulate to interim asset-preservation measures.

3. Response to Notice. At approximately 4:48 p.m. Pacific Time on October 29, 2025, Alana Choi, Esq., responded via email on behalf of Respondents, stating that Respondents "decline to stipulate to any asset-preservation measures" and that any such application would be "vigorously opposed." Ms. Choi did not offer any alternative proposals or assurances regarding asset preservation.

4. Reasons for Proceeding Ex Parte. As set forth in detail in Section II.G above, ex parte relief is necessary because: (a) the evidence demonstrates ongoing asset dissipation that will cause immediate and irreparable injury before Respondents can be heard in opposition; (b) the risk that further notice or delay will accelerate dissipation is real and substantial; and (c) Respondents' counsel has refused to stipulate

5. Declaration of Patrick Gallagher. The Declaration of Patrick Gallagher, filed concurrently herewith, sets forth the specific facts supporting the need for ex parte relief, including the evidence of ongoing asset dissipation and the efforts made to provide notice to Respondents' counsel. CALDERWOOD & HARKNESS LLP By: ________ Patrick Gallagher Lead Associate Attorneys for Petitioner HALCYON SEMICONDUCTOR AG

V. [PROPOSED] TEMPORARY RESTRAINING ORDER UNITED STATES DISTRICT COURT CENTRAL DISTRICT OF CALIFORNIA The Court, having considered the Ex Parte Application for Temporary Restraining Order and Order to Show Cause Re Preliminary Injunction (Asset Preservation) filed by Petitioner Halcyon Semiconductor AG ("Halcyon"), the Memorandum of Points and Authorities in support thereof, the Declaration of Patrick Gallagher with

1. Temporary Restraining Order Respondents Meridian Dynamics Inc. (EIN 83-2047561) and Derek Calloway, and their officers, agents, servants, employees, attorneys, and all persons in active concert or participation with them who receive actual notice of this Order by personal service or otherwise, are hereby TEMPORARILY RESTRAINED AND ENJOINED from: (a) Transferring, selling, assigning, pledging, hypothecating, encumb