Contract analysis

1. Purpose and Engagement Thank you for selecting Calderwood & Harkness LLP to represent Halcyon Semiconductor AG in this important matter. We are pleased to confirm that you have retained Calderwood & Harkness LLP (the "Firm") to represent Halcyon Semiconductor AG ("Halcyon" or "HSAG") (the "Client") in connection with the confirmation and enforcement of the Final Award dated August 22, 2025 (the "Award"), issued by

2. Scope of Representation The Firm is engaged to represent the Client in the following matters: (a) Petition to Confirm Arbitration Award. Preparation and filing of a Petition to Confirm the Final Award dated August 22, 2025 (the "Confirmation Petition") in the United States District Court for the Central District of California, pursuant to Section 9 of the Federal Arbitration Act, 9 U.S.C. §§ 1–16, and applicable l

3. Engagement Team The following attorneys will be primarily responsible for this matter: Linda Osei — Responsible Partner, Litigation (General). Ms. Osei is a partner in the Firm's Los Angeles office and co-chair of the International Arbitration Practice Group. Ms. Osei will have overall supervisory responsibility for the engagement and will serve as the primary relationship partner. Ms. Osei has extensive experienc

4. Billing Rates and Fee Arrangement The Firm will bill for its services on an hourly basis at the Firm's standard rates for each timekeeper. The current standard hourly rates for the members of the engagement team are as follows: Rates for paralegals and litigation support staff will vary depending on their level of experience and the nature of their function, ranging from $300 to $450 per hour as indicated above. T

5. Matter Budget Estimate Based on the Firm's current understanding of the matter, including a preliminary review of the Award, the underlying arbitration record, the September 5, 2025 letter from Whitfield, Carruthers & Payne LLP, and publicly available information concerning Meridian's financial condition and assets, the Firm estimates that total professional fees for this engagement — from commencement through con

6. Costs and Disbursements In addition to professional fees for attorneys' services, the Client will be responsible for reimbursement of all costs and disbursements reasonably incurred by the Firm in connection with the representation. Such costs and disbursements include, but are not limited to, the following: • Court filing fees (including the filing fee for the Confirmation Petition and any subsequent motions or p

7. Retainer The Client shall pay to the Firm a retainer in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the "Retainer") upon execution of this Engagement Letter. Payment of the Retainer should be made by wire transfer to the Firm's client trust account, with wire instructions to be provided under separate cover upon receipt of the countersigned Engagement Letter. The Retainer will be deposited into th

8. Billing and Payment Terms The Firm will issue invoices on a monthly basis for professional services rendered and costs incurred during the preceding calendar month. Each invoice will include a detailed description of the services performed, the timekeeper who performed the services, the time expended, and the applicable hourly rate, together with an itemization of costs and disbursements incurred. Invoices are due

9. Client Responsibilities The Client agrees to cooperate fully with the Firm in connection with this engagement. Such cooperation includes, without limitation, providing the Firm with timely access to relevant documents, records, data, and information in the Client's possession or control; making officers, directors, employees, agents, and other personnel available for interviews, preparation sessions, and testimony

10. Confidentiality and Privilege The Firm will maintain the confidentiality of all information provided by the Client in connection with this engagement, in accordance with the Firm's obligations under Rule 1.6 of the California Rules of Professional Conduct and all other applicable rules of professional conduct. The Firm will not disclose confidential client information except as authorized by the Client, as requir

11. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard policies and procedures and, based on the information currently available to the Firm, is not aware of any conflict of interest that would prevent it from undertaking this engagement. Specifically, the Firm does not currently represent, and has not within the past two (2) years represented, Meridian Dynamics Inc., Derek

12. Termination Either party may terminate this engagement at any time upon written notice to the other party. Any such termination shall be subject to the Firm's obligations under applicable rules of professional conduct, including but not limited to the requirements of California Rules of Professional Conduct, Rule 1.16, and, if applicable, the obligation to obtain leave of court to withdraw as counsel of record fr

13. Document Retention Upon conclusion of the engagement, the Firm will, upon the Client's written request, return to the Client all original documents and materials provided by the Client to the Firm in connection with this matter. The Firm will retain copies of the engagement file — including correspondence, memoranda, pleadings, research, and related materials — in accordance with the Firm's document retention pol

14. Limitation of Liability To the fullest extent permitted by applicable law and the rules of professional conduct, the Firm's aggregate liability to the Client arising out of or related to this engagement, whether in contract, tort, or otherwise, shall not exceed the total professional fees actually paid by the Client to the Firm under this Engagement Letter. This limitation of liability shall not apply to the exte

15. Governing Law and Dispute Resolution This Engagement Letter and any disputes arising out of or relating to this engagement, the Firm's representation of the Client, or any other aspect of the attorney-client relationship between the parties shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. Any dispute, controversy, or clai

16. Matter Number and Billing References All correspondence, invoices, filings, and other communications related to this engagement should reference the following: Matter Number: 1032-00002 Matter Description: Halcyon Semiconductor AG — Confirmation and Enforcement of AAA Award v. Meridian Dynamics Inc. et al. Court Case No.: 2:25-cv-08742-RGK-PLA (United States District Court, Central District of California) The Cli

17. Entire Agreement; Amendments This Engagement Letter constitutes the entire agreement between the Firm and the Client with respect to the engagement described herein and supersedes all prior discussions, negotiations, representations, and agreements, whether written or oral, relating to the subject matter hereof. No terms, conditions, or provisions not set forth in this Engagement Letter shall be binding upon eith

18. Acceptance and Countersignature If the foregoing terms and conditions are acceptable to you, please indicate your acceptance by signing and dating this Engagement Letter in the space provided below and returning a copy to the undersigned. An executed copy may be returned by email (in PDF format) to linda.osei@calderwoodharkness.com or by mail to the Firm's Los Angeles office at the address set forth above. Upon r