Contract analysis

I. INTRODUCTION Petitioner Halcyon Semiconductor AG ("Halcyon" or "Petitioner") respectfully petitions this Court pursuant to Section 9 of the Federal Arbitration Act ("FAA"), 9 U.S.C. § 9, for an order confirming the Final Award dated August 22, 2025 (the "Award"), issued by a three-member arbitral tribunal (the "Tribunal") administered by the American Arbitration Association's International Centre for Dispute Resol

II. PARTIES A. Petitioner Halcyon Semiconductor AG Halcyon Semiconductor AG is an Aktiengesellschaft (stock corporation) organized and existing under the laws of the Federal Republic of Germany. Halcyon is registered in the commercial register (Handelsregister) of the Amtsgericht München (Munich District Court) under registration number HRB 241873. Halcyon's registered and principal office is located at Leopoldstraße

III. JURISDICTION AND VENUE A. Subject Matter Jurisdiction This Court has subject matter jurisdiction over this Petition on multiple independent grounds. First, this Court has jurisdiction under Section 9 of the Federal Arbitration Act, 9 U.S.C. § 9, which provides that a party to an arbitration may apply to the United States court in and for the district within which the arbitration award was made for an order confi

IV. FACTUAL BACKGROUND A. The Distribution Agreement On September 28, 2016, Halcyon and Meridian entered into the Exclusive Distribution Agreement (the "Distribution Agreement"), which became effective as of January 1, 2017. The Distribution Agreement was negotiated at arm's length over a period of approximately five months, with both parties represented by experienced legal counsel. The Distribution Agreement establ

Section 3.2 (Minimum Purchase Commitments). Meridian agreed to annual minimum purchase obligations that escalated over the term of the Distribution Agreement. The minimums increased from $28,000,000 in Year 1 (calendar year 2017) to $72,000,000 by Year 8 (calendar year 2024). The Year 7 minimum purchase commitment — applicable to calendar year 2023, the year in which Meridian's shortfall occurred — was $65,000,000. T

Section 4.6 (Authorized Channels). Meridian was expressly prohibited from selling, transferring, or otherwise making available any Halcyon products to unauthorized resellers, brokers, or gray-market channels. This provision was designed to protect the integrity of Halcyon's authorized channel strategy, maintain pricing discipline, and safeguard Halcyon's brand reputation in the North American market.

Section 7.2 (Non-Compete). Meridian agreed that during the term of the Distribution Agreement, it would not directly or indirectly distribute, resell, or promote products that competed with Halcyon's PMIC or SiC product lines. The non-compete obligation was a fundamental term of the Distribution Agreement, negotiated by Halcyon as a condition of granting exclusivity.

Section 12.4 (Personal Guaranty). Derek Calloway, as the majority shareholder and Chief Executive Officer of Meridian, personally guaranteed certain payment and indemnification obligations of Meridian under the Distribution Agreement, up to a cap of Ten Million Dollars ($10,000,000.00). The Personal Guaranty was a condition to Halcyon's willingness to enter into the Distribution Agreement, given Meridian's relatively

Section 14.1 (Governing Law). The Distribution Agreement is governed by and construed in accordance with the laws of the State of California, without regard to conflicts-of-law principles.

Section 14.3 (Arbitration). The Distribution Agreement provides that all disputes, claims, or controversies arising out of or relating to the Distribution Agreement shall be finally resolved by binding arbitration administered by the AAA/ICDR under its then-current rules, before a panel of three arbitrators. The seat of arbitration is designated as Los Angeles, California. The language of the arbitration is English.

Section 14.5 (Prevailing-Party Fee Shifting). The Distribution Agreement provides that in any arbitration or legal proceeding to enforce or interpret the Distribution Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, expert fees, and costs of the proceeding from the non-prevailing party. A true and correct copy of the Distribution Agreement is attached as Exhibit A to the De

1. Non-Compete Violation (Section 7.2). Halcyon's investigation revealed that Meridian had entered into a side distribution arrangement with Solaris Chip Technologies Ltd. ("Solaris"), a semiconductor company organized under the laws of the United Kingdom with its principal offices in Bristol, England. Solaris is a direct competitor of Halcyon in the PMIC and SiC switching module markets. Meridian's arrangement with

2. Failure to Meet Minimum Purchase Commitments (Section 3.2). Meridian failed to meet its minimum purchase commitment for calendar year 2023. The Year 7 minimum purchase commitment under Section 3.2 was $65,000,000. Meridian's actual purchases of Halcyon products for calendar year 2023 totaled only $41,700,000, representing a shortfall of $23,300,000, or approximately 35.8% below the contractual minimum. The evidenc

3. Gray-Market Diversion (Section 4.6). Halcyon's investigation further revealed that Meridian had diverted certain Halcyon PMIC and SiC products to unauthorized gray-market resellers operating outside of Halcyon's authorized distribution channel. These unauthorized resales resulted in significant price erosion in the North American market, undermined Halcyon's carefully managed pricing structure, and caused damage t

V. LEGAL BASIS FOR CONFIRMATION A. The Federal Arbitration Act Mandates Confirmation

Section 9 of the Federal Arbitration Act provides, in pertinent part: "If the parties in their agreement have agreed that a judgment of the court shall be entered upon the award made pursuant to the arbitration, and shall specify the court, then at any time within one year after the award is made any party to the arbitration may apply to the court so specified for an order confirming the award, and thereupon the cour

Section 14.3 of the Distribution Agreement specifies that disputes shall be resolved by AAA/ICDR arbitration seated in Los Angeles, California. Section 14.3 further provides that "judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof." The parties thus expressly agreed that a court judgment could be entered upon the Award, triggering the mandatory confirmation pro

VI. PRAYER FOR RELIEF WHEREFORE, Petitioner Halcyon Semiconductor AG respectfully requests that this Court enter an order:

1. Confirming the Final Award dated August 22, 2025, issued by the arbitral tribunal in AAA/ICDR Case No. 01-24-0003917, in its entirety;

2. Entering judgment in favor of Petitioner Halcyon Semiconductor AG and against Respondent Meridian Dynamics Inc. in the total amount of Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000.00), and against Respondent Derek Calloway jointly and severally with Meridian Dynamics Inc. up to the Personal Guaranty cap of Ten Million Dollars ($10,000,000.00) pursuant to Section 12.4 of the Distribution Agreemen

3. Awarding post-award interest at the rate of ten percent (10%) per annum from August 22, 2025, until the date of payment in full, pursuant to California Civil Code § 3289 and consistent with the terms of the Award;

4. Awarding Petitioner the costs of this confirmation proceeding, including any additional attorneys' fees and costs incurred in connection with this Petition; and

5. Granting such other and further relief as this Court deems just and proper.

VII. EXHIBITS AND SUPPORTING PAPERS The following documents are filed concurrently with this Petition:

1. Declaration of Dr. Katharina Reinhardt in Support of Petition to Confirm Arbitration Award, with the following exhibits: • Exhibit A: Exclusive Distribution Agreement dated September 28, 2016, between Halcyon Semiconductor AG and Meridian Dynamics Inc. • Exhibit B: Demand for Arbitration filed with the AAA/ICDR on April 8, 2024 (AAA/ICDR Case No. 01-24-0003917). • Exhibit C: Final Award dated August 22, 2025, issu

2. Memorandum of Points and Authorities in Support of Petition to Confirm Arbitration Award. 3. [Proposed] Order Confirming Arbitration Award and Entering Judgment.

VIII. VERIFICATION I, Linda Osei, am a partner at Calderwood & Harkness LLP and counsel of record for Petitioner Halcyon Semiconductor AG in this proceeding. I declare under penalty of perjury under the laws of the United States of America, pursuant to 28 U.S.C. § 1746, that the facts set forth in this Petition are true and correct to the best of my knowledge, information, and belief, based upon my personal review of

IX. SIGNATURE Dated: October 14, 2025 Respectfully submitted, CALDERWOOD & HARKNESS LLP By: ________ Linda Osei (California State Bar No. 247891) Responsible Partner Patrick Gallagher (California State Bar No. 312456) Lead Associate Simone Laroche (California State Bar No. 335782) Working Associate CALDERWOOD & HARKNESS LLP 777 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-8400

X. CERTIFICATE OF SERVICE I, Simone Laroche, hereby certify that on October 14, 2025, I caused the following documents to be served upon counsel for Respondents Meridian Dynamics Inc. and Derek Calloway:

1. Petition to Confirm Arbitration Award and for Entry of Judgment Pursuant to 9 U.S.C. § 9;

2. Declaration of Dr. Katharina Reinhardt in Support of Petition to Confirm Arbitration Award, with Exhibits A through D;

3. Memorandum of Points and Authorities in Support of Petition to Confirm Arbitration Award; and 4. [Proposed] Order Confirming Arbitration Award and Entering Judgment. Service was effectuated by the following methods: (a) Electronic Filing. The foregoing documents were filed electronically through the Court's CM/ECF system, which will send a Notice of Electronic Filing to all counsel of record who have appeared in t