1032-00002 · Client 1032 · Correspondence

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Attorneys at Law

777 South Figueroa Street, Suite 4200 Los Angeles, California 90017

Telephone: (213) 629-4000 Facsimile: (213) 629-4099

New York Office: 590 Madison Avenue, 30th Floor, New York, New York 10022

October 28, 2025

VIA SECURE CLIENT PORTAL AND EMAIL

Dr. Katharina Reinhardt General Counsel Halcyon Semiconductor AG Leopoldstraße 180 80804 Munich, Germany

Re: Halcyon Semiconductor AG v. Meridian Dynamics Inc. et al. Case No. 2:25-cv-08742-RGK-PLA (U.S. District Court, Central District of California) Calderwood & Harkness Matter No. 1032-00002

PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

Dear Dr. Reinhardt:

I. Introduction and Purpose of Letter

I am writing in my capacity as Responsible Partner on the above-referenced matter to provide you with a comprehensive status report on the confirmation and enforcement proceedings regarding the Final Award issued by the American Arbitration Association on August 22, 2025 (AAA/ICDR Case No. 01-24-0003917). As you know, the Final Award was rendered in Halcyon Semiconductor AG's ("Halcyon" or the "Company") favor in the total amount of $47,300,000 against Meridian Dynamics Inc. ("Meridian") and Derek Calloway ("Calloway"), and we are now pursuing judicial confirmation and enforcement of that Award in the United States District Court for the Central District of California.

By way of background, the Calderwood & Harkness engagement team currently staffed on this matter consists of the following attorneys: Linda Osei, Partner (Responsible Partner); Theodore Langston, Partner (Billing Partner); Patrick Gallagher, Senior Associate (Lead Associate); and Simone Laroche, Associate (Working Associate). Each member of the team is available to address questions as they arise, though all strategic and authorization decisions should be communicated through the undersigned.

This letter constitutes the first comprehensive status report since the execution of the engagement letter on September 30, 2025. Going forward, we intend to provide periodic written updates as material developments occur, and in any event no less frequently than on a monthly basis. This report covers the current posture of the case, upcoming deadlines, asset preservation and enforcement concerns requiring your attention and authorization, a budget update, and coordination matters related to Halcyon's commercial operations.

II. Summary of Case Posture

A. Petition to Confirm Arbitration Award

On October 14, 2025, we filed a Petition to Confirm Arbitration Award on behalf of Halcyon in the United States District Court for the Central District of California. The case has been assigned to the Honorable Robert G. Kendrick, United States District Judge, and has been designated Case No. 2:25-cv-08742-RGK-PLA. Magistrate Judge duties have been referred to Magistrate Judge Patricia L. Alvarez, though the petition itself is a dispositive motion that will be decided by Judge Kendrick.

The Petition seeks confirmation of the Final Award pursuant to Section 9 of the Federal Arbitration Act, 9 U.S.C. § 9, and the entry of judgment in the total amount of $47,300,000, together with post-award interest at the rate of ten percent (10%) per annum under California Civil Code § 3289 from August 22, 2025, the date of the Award, until the date of payment in full. The Petition was filed against both named respondents in the underlying arbitration:

• Meridian Dynamics Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 2750 Barranca Parkway, Suite 400, Irvine, California 92606; and

• Derek Calloway, an individual residing in Orange County, California, who serves as Chief Executive Officer, founder, and sixty-two percent (62%) shareholder of Meridian, and who is personally liable for certain of Meridian's obligations under his personal guaranty up to a cap of $10,000,000, as set forth in Section 12.4 of the Distribution Agreement dated September 28, 2016 (the "Distribution Agreement").

The following supporting papers were filed concurrently with the Petition:

(i) A Memorandum of Points and Authorities in Support of the Petition to Confirm Arbitration Award, setting forth the legal standard for confirmation under the Federal Arbitration Act, the extremely limited grounds for vacatur, and the factual basis supporting entry of judgment;

(ii) The Declaration of Dr. Katharina Reinhardt, General Counsel of Halcyon Semiconductor AG, authenticating and attaching as exhibits the Distribution Agreement dated September 28, 2016, the Demand for Arbitration filed by Halcyon with the AAA on April 8, 2024, the Final Award dated August 22, 2025, and Meridian's letter of September 5, 2025 refusing to satisfy the Award voluntarily; and

(iii) A Proposed Order Confirming Arbitration Award and Entering Judgment, which we submitted to the Court for consideration in the event the Petition is granted without opposition or following briefing on any cross-motion.

Service of the Petition and supporting papers was effected on Meridian's counsel of record, Whitfield, Carruthers & Payne LLP, on October 14, 2025, and personal service on Derek Calloway was completed by a registered process server on October 16, 2025.

B. Award Breakdown Recap

For ease of reference, the following is a summary of the components of the $47,300,000 Final Award, as determined by the arbitral tribunal:

The Award was issued unanimously by the three-member arbitration panel, which consisted of: the Honorable Gerald M. Osterhaus (Ret.), serving as Presiding Arbitrator; Professor Diane K. Sørensen, serving as Claimant's Party-Appointed Arbitrator; and Victor R. Taniguchi, Esq., serving as Respondent's Party-Appointed Arbitrator. The unanimity of the panel—including the concurrence of Meridian's own party-appointed arbitrator—significantly strengthens the Award's enforceability and undermines any suggestion that the tribunal acted improperly or exceeded its authority.

C. Respondents' Anticipated Cross-Motion to Vacate

As communicated in the letter dated September 5, 2025 from Whitfield, Carruthers & Payne LLP, counsel for Meridian and Mr. Calloway, Meridian has refused to satisfy the Award voluntarily and has expressly signaled its intention to move to vacate the Award. Opposing counsel on the matter is Raymond Whitfield, Lead Partner, and Alana Choi, Senior Associate, of Whitfield, Carruthers & Payne LLP, located at 1999 Avenue of the Stars, Suite 2800, Los Angeles, California 90067.

Pursuant to the scheduling provisions applicable to the Petition, Meridian's cross-motion to vacate the Award is due to be filed on or before November 13, 2025. Based on the September 5, 2025 letter from Mr. Whitfield and subsequent informal communications between counsel, we anticipate that Meridian will advance two principal grounds for vacatur under 9 U.S.C. § 10:

(1) Evident Partiality under 9 U.S.C. § 10(a)(2). Meridian is expected to allege that the Presiding Arbitrator, Hon. Gerald M. Osterhaus (Ret.), had an undisclosed prior professional relationship with Dr. Elias Falkenberg of Falkenberg & Strauss GmbH, the German law firm that served as Halcyon's counsel during certain phases of the underlying arbitration. Meridian contends that this alleged relationship created an appearance of bias that was not adequately disclosed and that warrants vacatur of the Award on grounds of evident partiality.

(2) Excess of Powers under 9 U.S.C. § 10(a)(4). Meridian is expected to challenge the $31,800,000 lost-profits component of the Award, contending that the tribunal exceeded its powers by awarding damages for the full remaining 2.8-year unexpired term of the Distribution Agreement. Meridian will likely argue that the arbitration clause in Section 14.3 of the Distribution Agreement or the substantive terms of the contract did not authorize such an award, or that the damages calculation was speculative and unsupported by the evidentiary record.

D. Our Assessment of Vacatur Grounds

We have carefully evaluated both anticipated grounds for vacatur and believe that each is substantively weak under controlling Ninth Circuit precedent and the extremely deferential standard of judicial review that applies to arbitral awards. We address each ground in turn.

Evident Partiality (§ 10(a)(2)). The Ninth Circuit applies an objective standard in evaluating claims of evident partiality, requiring the movant to demonstrate "specific facts that indicate improper motives on the part of the arbitrator" or, under the more lenient formulation, that "a reasonable person would have to conclude that [the] arbitrator was partial." Schmitz v. Zilveti, 20 F.3d 1043, 1046 (9th Cir. 1994); see also Monster Energy Co. v. City Beverages, LLC, 940 F.3d 1130 (9th Cir. 2019). Our investigation into the alleged relationship between Judge Osterhaus and Dr. Falkenberg indicates that the only interaction between the two individuals was a single appearance together on a continuing legal education panel in 2019, at a conference organized by the International Bar Association. This interaction was brief, professional, and entirely unremarkable. It did not involve any substantive engagement, retained or ongoing relationship, or financial connection between the two individuals. Under the Ninth Circuit's standard, a single CLE panel co-appearance more than five years before the arbitration hearing is plainly insufficient to establish the "specific facts demonstrating a reasonable impression of partiality" necessary for vacatur. We have prepared a Declaration of Hon. Gerald M. Osterhaus (Ret.) in draft form, which addresses his disclosure history during the arbitration proceedings and describes the trivial and incidental nature of his contact with Dr. Falkenberg. This declaration will be finalized and filed as part of our opposition papers following receipt of Meridian's cross-motion.

Excess of Powers (§ 10(a)(4)). The standard for vacatur on grounds of excess of powers is extraordinarily narrow. An arbitral award may be vacated on this ground only if the arbitrators acted in "manifest disregard" of the contractual limitations on their authority or if the award is "completely irrational." Kyocera Corp. v. Prudential-Bache Trade Servs., Inc., 341 F.3d 987, 997 (9th Cir. 2003) (en banc). Here, Section 14.3 of the Distribution Agreement contains a broad arbitration clause that expressly empowers the arbitral tribunal to award "any and all damages, whether direct, indirect, incidental, or consequential, arising out of or in connection with the Agreement or the breach thereof." Lost-profits damages for the remaining unexpired term of a terminated distribution agreement are a standard contractual remedy under California law. See, e.g., Sargon Enterprises, Inc. v. Univ. of S. Cal., 55 Cal. 4th 747 (2012) (discussing standards for lost-profits damages). The tribunal's award was computed on the basis of the escalation schedule set forth in Section 3.2 of the Distribution Agreement, the actual historical performance of the distribution relationship, and the expert testimony of Dr. Renata Moss of Pinnacle Forensic Advisory LLC, whose damages model was tested through cross-examination and rebuttal testimony. The tribunal did not "exceed its powers" merely by awarding damages in an amount that the respondent considers excessive; disagreement with the amount of the award is not a cognizable ground for vacatur.

In sum, we are confident that both vacatur grounds will fail, and that the Court will confirm the Award and enter judgment in Halcyon's favor. Our opposition to the cross-motion to vacate will be prepared and filed promptly after Meridian files its motion on or before November 13, 2025.

III. Key Upcoming Deadlines

The following is a summary of the key deadlines and anticipated procedural milestones in the near term:

We note that under 9 U.S.C. § 12, a petition to confirm an arbitration award must be filed within one year of the date the award is made. Our filing on October 14, 2025 is well within the statutory period, the Award having been issued on August 22, 2025. Conversely, Meridian's three-month window to seek vacatur under 9 U.S.C. § 12 expires on November 22, 2025, and its cross-motion filing deadline of November 13, 2025 falls within that period.

Given the asset-dissipation concerns discussed in Section IV below, we intend to request that Judge Kendrick set the matter for hearing on an expedited basis. We will keep you informed as the Court issues any scheduling orders or sets hearing dates.

IV. Asset Preservation and Enforcement Concerns

A. Risk of Asset Dissipation

Our team, led by Patrick Gallagher and Simone Laroche, has been conducting a thorough analysis of Meridian's financial condition and asset base in order to assess collectability of the Award and to identify risks that may warrant emergency relief. Based on Meridian's most recently available financial disclosures, filed with the California Secretary of State and obtained through commercial databases (as of December 31, 2024), Meridian reported total assets of approximately $187,000,000. The principal categories of assets are as follows:

• Accounts Receivable: approximately $52,000,000, representing amounts owed to Meridian by its distribution customers across the United States.

• Inventory: approximately $61,000,000, consisting primarily of semiconductor components and related products held at Meridian's warehousing and distribution facilities.

• Real Property: Meridian owns a warehouse and distribution center located at 1480 East Fourth Street, Ontario, California 91764, which was appraised at approximately $34,000,000 based on county assessor records and comparable sales data.

• Other Assets: The balance of approximately $40,000,000 consists of equipment, intellectual property, cash and cash equivalents, and other general intangibles.

However, we have identified indications that give rise to concern regarding the potential dissipation of these assets. Specifically, our preliminary investigation suggests that Meridian may be taking steps to liquidate inventory at accelerated rates and at below-market prices, potentially in an effort to convert illiquid assets to cash and transfer funds out of the reach of judgment creditors. Additionally, we have identified certain transfers by Mr. Calloway of personal real property interests into trust structures in the months following the issuance of the Award, which may constitute fraudulent transfers under applicable state law. We are continuing to investigate these matters and will provide further details as our analysis progresses.

B. Brindoval National Bank Priority Lien

A significant consideration in the enforcement analysis is the existence of a senior secured credit facility held by Brindoval National Bank, headquartered at 4100 MacArthur Boulevard, Suite 100, Newport Beach, California 92660. Brindoval holds a revolving credit facility in the principal amount of $45,000,000, which is secured by a first-priority lien on substantially all of Meridian's personal property, including accounts receivable, inventory, equipment, and general intangibles, pursuant to a security agreement dated August 12, 2022. Brindoval's security interest was perfected by the filing of a UCC-1 Financing Statement with the Delaware Secretary of State (Meridian being a Delaware corporation), and we have confirmed the existence and active status of that filing.

This creates a significant priority contest for enforcement purposes. Any judgment lien that Halcyon obtains upon confirmation of the Award will be subordinate to Brindoval's existing security interest with respect to Meridian's personal property. As a practical matter, this means that Halcyon would not be able to execute on Meridian's accounts receivable, inventory, or equipment ahead of Brindoval, unless Brindoval's lien is satisfied, subordinated, or otherwise does not attach to the specific asset in question.

The Ontario, California real property (warehouse/distribution center at 1480 East Fourth Street), however, does not appear to be subject to the Brindoval security agreement, which by its terms covers only personal property. Accordingly, the real property may be available for execution upon entry of judgment, subject to our ongoing investigation into whether any real property mortgage, deed of trust, or other encumbrance exists on the property. We have ordered a preliminary title report from Chalvoro Title Insurance Company, which we expect to receive within the next ten business days.

Meridian's fiscal year 2024 revenue was approximately $312,000,000, indicating that it remains a substantial operating business. Its capacity to satisfy a $47.3 million judgment will ultimately depend on the state of its assets at the time judgment is entered and the extent to which those assets are encumbered or have been dissipated. We are monitoring this situation closely.

C. Calloway Personal Guaranty

As noted above, Derek Calloway personally guaranteed certain of Meridian's obligations under the Distribution Agreement, subject to a liability cap of $10,000,000, as set forth in Section 12.4 of the Distribution Agreement. The arbitral tribunal found Mr. Calloway liable under this guaranty, and the Final Award was entered against both Meridian and Calloway. Our proposed order submitted to the Court seeks entry of judgment jointly and severally against Meridian and Calloway, with Calloway's liability capped at $10,000,000 per the guaranty terms.

We are currently investigating Mr. Calloway's personal assets—including real property holdings in Orange County, California, brokerage and financial accounts, and interests in other business entities—to evaluate the enforceability and collectability of the guaranty. As noted above, we have identified certain recent transfers of personal real property interests into trust structures that warrant further scrutiny. We will report on the results of this investigation in our next status update.

D. Proposed Ex Parte Application for TRO

In light of the asset-dissipation risks outlined above, we are actively evaluating the merits and feasibility of filing an ex parte application for a temporary restraining order ("TRO") and order to show cause re preliminary injunction to prevent Meridian and Calloway from transferring, encumbering, concealing, or otherwise dissipating assets pending confirmation of the Award and enforcement of the resulting judgment.

The application would be grounded on the following principal arguments:

(i) Irreparable Harm. The risk that Meridian and Calloway will dissipate assets, rendering the $47,300,000 Award uncollectible or substantially diminishing Halcyon's recovery, constitutes irreparable harm that cannot be adequately compensated by money damages after the fact. Evidence of accelerated inventory liquidation and suspicious personal asset transfers supports a finding of imminent, concrete harm.

(ii) Likelihood of Success on the Merits. Given the extremely deferential standard for judicial confirmation of arbitral awards and the weakness of Meridian's anticipated vacatur arguments (as discussed in Section II.D above), Halcyon has a strong likelihood of obtaining confirmation of the Award and entry of judgment. Courts routinely confirm arbitral awards under the Federal Arbitration Act, and the grounds for vacatur are narrow and rarely sustained.

(iii) Balance of Equities. The balance of equities favors preservation of the status quo. A TRO would merely prevent Meridian and Calloway from dissipating or transferring assets pending the resolution of the confirmation petition—it would not interfere with the ordinary-course operations of Meridian's business, and it would protect Halcyon's substantial interest in collecting on a final, unanimous arbitral award.

In addition to the TRO application, we are evaluating the feasibility of seeking a prejudgment writ of attachment under California Code of Civil Procedure §§ 483.010 et seq. as an alternative or supplementary remedy. A writ of attachment may provide a more durable form of relief than a TRO, as it creates a lien on specified property that takes priority over subsequent encumbrances. We will assess whether the statutory requirements for attachment are met and whether this remedy offers strategic advantages in light of the Brindoval priority lien.

We also note that if judgment is entered in California and Meridian's assets in other states become relevant to enforcement—for example, Meridian is incorporated in Delaware and may hold assets or maintain bank accounts in states other than California—we may need to domesticate the judgment in Delaware or other jurisdictions pursuant to the Uniform Enforcement of Foreign Judgments Act or analogous procedures. We will develop a multi-jurisdictional enforcement strategy as warranted by the circumstances.

E. Client Authorization Requested

We request your authorization to proceed with filing the ex parte application for a TRO and/or prejudgment writ of attachment. Given the time-sensitivity of asset-preservation relief and the indications of potential asset dissipation described above, we believe it is important to file as promptly as practicable—ideally within the next seven to ten business days. Patrick Gallagher is currently preparing the supporting declaration and assembling the evidentiary exhibits, including financial records, transfer documents, and expert analysis of Meridian's asset trajectory.

Please confirm your approval at your earliest convenience, or, if you prefer, schedule a call or video conference with the undersigned to discuss the strategy and associated costs before we proceed. We are mindful that ex parte relief is an extraordinary remedy and want to ensure that Halcyon's leadership is fully informed before we take this step.

V. Budget Update

A. Fee Arrangement Recap

Pursuant to the engagement letter dated September 30, 2025, the applicable hourly billing rates for this matter are as follows:

• Partners: $1,350 per hour

• Senior Associates: $875 per hour

• Associates: $725 per hour

The matter budget estimate provided in the engagement letter for the confirmation and initial enforcement phase of this engagement (exclusive of any appellate proceedings) was $450,000 to $600,000. As noted in the engagement letter, this estimate was based on certain assumptions regarding the scope and duration of the proceedings, including the assumption that Meridian would file a cross-motion to vacate and that some level of enforcement activity would be required. The actual fees incurred will depend on the complexity and contentiousness of the proceedings as they unfold.

At the commencement of the engagement, Halcyon posted a retainer in the amount of $150,000, which is held in the firm's client trust account and applied against invoiced fees and costs as they are incurred.

B. Fees and Costs Incurred to Date

Through the date of this letter, October 28, 2025, the firm has incurred the following fees and costs on this matter:

These charges have been applied against the $150,000 retainer, leaving a current retainer balance of approximately $14,300. A detailed invoice for the month of October will be transmitted under separate cover in early November 2025, with a full breakdown of time entries, hourly rates, and cost disbursements.

C. Projected Costs for Next Phase

The next phase of work on this matter will encompass the following principal activities:

(i) Review and analysis of Meridian's cross-motion to vacate upon its filing (anticipated on or before November 13, 2025);

(ii) Preparation and filing of Halcyon's opposition brief to the cross-motion to vacate, including legal research, drafting, and review;

(iii) Finalization and filing of the Declaration of Hon. Gerald M. Osterhaus (Ret.) addressing the evident-partiality allegations;

(iv) If authorized by the client, preparation and filing of the ex parte application for a TRO and/or prejudgment writ of attachment, together with supporting declarations, memoranda, and evidentiary exhibits; and

(v) Preparation for and attendance at any hearing before Judge Kendrick on the Petition, the cross-motion to vacate, and/or the TRO application.

We estimate that this phase of work will require approximately $120,000 to $180,000 in additional professional fees, depending on the scope and complexity of Meridian's cross-motion and the extent of briefing required. On a cumulative basis, we project total fees through the confirmation/vacatur briefing stage (excluding enforcement execution proceedings and any appeal) of approximately $260,000 to $320,000, which remains within the lower half of the original $450,000 to $600,000 budget estimate.

If enforcement proceedings are contested—for example, if post-judgment discovery is required, if we need to pursue garnishment of accounts receivable, execute on the Ontario real property, or domesticate the judgment in Delaware or other jurisdictions—additional fees in the range of $100,000 to $200,000 may be required, bringing the total closer to the upper end of the original budget range. We will provide an updated and more refined budget estimate following the filing of Meridian's cross-motion and our assessment of the scope of opposition briefing and enforcement activity that will be required.

We recommend that Halcyon replenish the retainer to $150,000, which would require a supplemental payment of approximately $135,700. This will ensure adequate coverage for the next phase of work and avoid any interruption in our ability to proceed promptly with the opposition briefing and, if authorized, the asset-preservation application. We would appreciate your attention to this request at your earliest convenience.

VI. Commercial and Supply-Chain Coordination

We understand from our initial engagement discussions that the termination of the Distribution Agreement on March 15, 2024 required Halcyon to restructure its distribution arrangements for the U.S. market. As the enforcement proceedings advance, they may involve discovery requests, document production, or other interactions that touch upon Meridian's current business operations, customer relationships, and the broader semiconductor distribution landscape. To ensure that Halcyon's litigation and commercial functions are appropriately coordinated, we ask that Dr. Reinhardt liaise with Marcus Pfeiffer, Senior Vice President, Global Sales, regarding the following matters:

(a) Documentation of Ongoing Interactions. Any ongoing supply-chain or commercial interactions between Halcyon and former Meridian accounts—including customers who may have transitioned to Halcyon's direct distribution channels or to a successor distributor—should be carefully documented. It is important that these interactions do not create complications for the enforcement proceedings, such as potential setoff claims or disputes over customer ownership.

(b) intelligence Sharing. Any information regarding Meridian's current business condition, inventory levels, financial health, or customer relationships that comes to the attention of Halcyon's commercial team through market intelligence, trade publications, customer communications, or any other source should be promptly shared with our litigation team. Such information may be directly relevant to our asset-preservation arguments and enforcement strategy, and timely receipt of such intelligence will allow us to act quickly if circumstances warrant.

(c) Communications from Meridian Personnel. We have identified Janet Shin, Chief Operating Officer and twenty-three percent (23%) shareholder of Meridian, as the individual who oversees Meridian's logistics and warehousing operations. Any communications from Ms. Shin or other Meridian personnel directed to Halcyon employees—whether concerning commercial matters, customer accounts, inventory, or any other subject—should be forwarded to Calderwood & Harkness immediately and should not be responded to by Halcyon personnel without prior consultation with counsel. Even seemingly innocuous communications may have legal significance in the context of ongoing litigation and enforcement proceedings.

We also note that Meridian's competing distribution arrangement with Solaris Chip Technologies Ltd., the UK-based semiconductor manufacturer whose products Meridian distributed in violation of the exclusivity provisions of Section 7.2 of the Distribution Agreement, was a central issue in the arbitration and a basis for the gray-market diversion damages component of the Award. Any intelligence regarding the current status of the Meridian-Solaris relationship—including whether that relationship is ongoing, whether it has been expanded or contracted, or whether Solaris products are being distributed through channels that compete with Halcyon—may be useful in enforcement proceedings, including in support of asset-preservation arguments or in connection with potential fraudulent transfer claims. We would appreciate any information your commercial team may be able to provide on this topic.

VII. Next Steps Summary

The following is a summary of the immediate action items arising from this status report:

1. Await Meridian's Cross-Motion to Vacate. Meridian's cross-motion to vacate the Award is due on or before November 13, 2025. We will promptly circulate a copy of the motion and supporting papers to you upon receipt.

2. Prepare and File Opposition Brief. Upon receipt of Meridian's cross-motion, we will prepare and file Halcyon's opposition brief and the Declaration of Hon. Gerald M. Osterhaus (Ret.) addressing the evident-partiality allegations. We will circulate drafts for your review before filing.

3. File Ex Parte Application for TRO (Upon Client Authorization). Upon receipt of your authorization, we will file the ex parte application for a temporary restraining order and order to show cause re preliminary injunction for asset preservation. We recommend filing within seven to ten business days and request your prompt response on this item.

4. Continue Asset Analysis and Enforcement Strategy Investigation. We will continue our investigation into the Brindoval National Bank lien priority, Mr. Calloway's personal assets, encumbrances on the Ontario real property, and the feasibility of domesticating any California judgment in Delaware or other relevant jurisdictions.

5. Request Hearing Date and Expedited Schedule. We will notify the Court of readiness for hearing on the Petition to Confirm and the anticipated cross-motion to vacate, and request that Judge Kendrick set the matter on an expedited schedule in light of the asset-dissipation concerns.

6. Client to Replenish Retainer and Confirm TRO Authorization. We request that Halcyon replenish the retainer to $150,000 (supplemental payment of approximately $135,700) and confirm authorization for the asset-preservation motion at your earliest convenience.

7. Client to Coordinate with Marcus Pfeiffer. We ask that Dr. Reinhardt coordinate with Marcus Pfeiffer, SVP, Global Sales, regarding the commercial and supply-chain matters described in Section VI above, and ensure that relevant market intelligence is channeled to our litigation team on a timely basis.

VIII. Closing

We remain confident in the strength of the Petition to Confirm and in the weakness of the vacatur arguments that Meridian is expected to advance. The Final Award was issued unanimously by a distinguished panel of arbitrators, was grounded in a thorough evidentiary record, and applied well-established principles of California contract law. The legal standard for confirmation is highly deferential, and the grounds for vacatur are among the narrowest in American jurisprudence. We believe the Court will confirm the Award and enter judgment in Halcyon's favor.

We also note that post-award interest at the rate of ten percent (10%) per annum continues to accrue in Halcyon's favor from the date of the Award, August 22, 2025. At the current Award amount of $47,300,000, this equates to approximately $12,959 per day, or approximately $4,730,000 per year, in accruing interest. This substantial and ongoing accrual provides additional financial incentive for Meridian to resolve this matter expeditiously, and we intend to emphasize this point in our briefing and in any discussions with opposing counsel regarding potential resolution.

We would welcome the opportunity to schedule a call or video conference at your convenience to discuss the matters raised in this letter, including the authorization for the TRO application, the retainer replenishment, and any other questions or concerns you may have. We are mindful of the nine-hour time difference between Los Angeles and Munich and are happy to accommodate your schedule, including early morning calls Pacific time. Please feel free to reach me directly at the contact information below, or have your office contact Patrick Gallagher to coordinate scheduling.

To summarize, we request your prompt response on the following three items:

(a) Authorization to proceed with the ex parte application for a TRO and/or prejudgment writ of attachment;

(b) Replenishment of the retainer to $150,000 (supplemental payment of approximately $135,700); and

We are committed to the vigorous and effective representation of Halcyon's interests in this matter and appreciate the confidence you have placed in Calderwood & Harkness LLP. We look forward to continuing to work with you and your team to bring these proceedings to a successful conclusion.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Linda Osei Partner 777 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Direct: (213) 629-4127

Email: losei@calderwoodharkness.com

cc: Dr. Katharina Reinhardt, General Counsel, Halcyon Semiconductor AG (via email) Marcus Pfeiffer, SVP, Global Sales, Halcyon Semiconductor AG (via email, at Dr. Reinhardt's direction) Theodore Langston, Billing Partner, Calderwood & Harkness LLP Patrick Gallagher, Lead Associate, Calderwood & Harkness LLP Simone Laroche, Working Associate, Calderwood & Harkness LLP

Enclosures/Attachments: None. All referenced court filings, including the Petition to Confirm Arbitration Award, Memorandum of Points and Authorities, Declaration of Dr. Katharina Reinhardt, and Proposed Order, are available for review and download via the Calderwood & Harkness secure client portal at https://portal.calderwoodharkness.com (Matter No. 1032-00002) or upon request from any member of the engagement team. Hard copies will be provided upon request.

NOTICE: This letter and any attachments are privileged and confidential attorney-client communications. This letter is intended solely for the use of the individual(s) to whom it is addressed. If you are not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately and destroy all copies.

Damages Category	Amount	Basis
Lost Profits (remaining 2.8-year unexpired term, March 15, 2024 – December 31, 2026)	$31,800,000	Net present value at 8.5% discount rate, per the damages model of Dr. Renata Moss, Pinnacle Forensic Advisory LLC
Shortfall Damages (2023 minimum purchase deficit of $23,300,000 × 39.5% average margin)	$9,200,000	Meridian's failure to meet the minimum annual purchase commitment under Section 3.2 of the Distribution Agreement
Gray-Market Diversion Damages (price erosion and channel remediation)	$4,100,000	Unauthorized diversion of Halcyon products through gray-market channels and resulting price erosion
Attorneys' Fees and Arbitration Costs (prevailing-party fee-shifting under Section 14.5 of the Distribution Agreement)	$2,200,000	Halcyon's legal fees and costs incurred in the arbitration proceeding
Total Award	$47,300,000
Date	Event
November 13, 2025	Meridian's cross-motion to vacate due
Approximately 14–21 days after filing of cross-motion	Halcyon's opposition brief due (exact date subject to the Court's scheduling order or the applicable provisions of the Local Rules of the Central District of California)
To be determined	Hearing date on Petition to Confirm and Cross-Motion to Vacate (not yet set by the Court; we will notify the Court of readiness for hearing and request an expedited schedule)
As soon as practicable upon authorization	Filing of ex parte application for TRO / OSC re preliminary injunction (discussed in Section IV below)
Category	Amount
Professional fees (attorney time)	$127,500 (approx.)
Costs (filing fees, process server fees, online legal research database charges)	$8,200 (approx.)
Total incurred	$135,700 (approx.)

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Attorneys at Law
777 South Figueroa Street, Suite 4200 Los Angeles, California 90017
Telephone: (213) 629-4000 Facsimile: (213) 629-4099
New York Office: 590 Madison Avenue, 30th Floor, New York, New York 10022
October 28, 2025
VIA SECURE CLIENT PORTAL AND EMAIL
Dr. Katharina Reinhardt General Counsel Halcyon Semiconductor AG Leopoldstraße 180 80804 Munich, Germany
Re: Halcyon Semiconductor AG v. Meridian Dynamics Inc. et al. Case No. 2:25-cv-08742-RGK-PLA (U.S. District Court, Central District of California) Calderwood & Harkness Matter No. 1032-00002
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
Dear Dr. Reinhardt:
I. Introduction and Purpose of Letter
I am writing in my capacity as Responsible Partner on the above-referenced matter to provide you with a comprehensive status report on the confirmation and enforcement proceedings regarding the Final Award issued by the American Arbitration Association on August 22, 2025 (AAA/ICDR Case No. 01-24-0003917). As you know, the Final Award was rendered in Halcyon Semiconductor AG's ("Halcyon" or the "Company") favor in the total amount of $47,300,000 against Meridian Dynamics Inc. ("Meridian") and Derek Calloway ("Calloway"), and we are now pursuing judicial confirmation and enforcement of that Award in the United States District Court for the Central District of California.
By way of background, the Calderwood & Harkness engagement team currently staffed on this matter consists of the following attorneys: Linda Osei, Partner (Responsible Partner); Theodore Langston, Partner (Billing Partner); Patrick Gallagher, Senior Associate (Lead Associate); and Simone Laroche, Associate (Working Associate). Each member of the team is available to address questions as they arise, though all strategic and authorization decisions should be communicated through the undersigned.
This letter constitutes the first comprehensive status report since the execution of the engagement letter on September 30, 2025. Going forward, we intend to provide periodic written updates as material developments occur, and in any event no less frequently than on a monthly basis. This report covers the current posture of the case, upcoming deadlines, asset preservation and enforcement concerns requiring your attention and authorization, a budget update, and coordination matters related to Halcyon's commercial operations.
II. Summary of Case Posture
A. Petition to Confirm Arbitration Award
On October 14, 2025, we filed a Petition to Confirm Arbitration Award on behalf of Halcyon in the United States District Court for the Central District of California. The case has been assigned to the Honorable Robert G. Kendrick, United States District Judge, and has been designated Case No. 2:25-cv-08742-RGK-PLA. Magistrate Judge duties have been referred to Magistrate Judge Patricia L. Alvarez, though the petition itself is a dispositive motion that will be decided by Judge Kendrick.
The Petition seeks confirmation of the Final Award pursuant to Section 9 of the Federal Arbitration Act, 9 U.S.C. § 9, and the entry of judgment in the total amount of $47,300,000, together with post-award interest at the rate of ten percent (10%) per annum under California Civil Code § 3289 from August 22, 2025, the date of the Award, until the date of payment in full. The Petition was filed against both named respondents in the underlying arbitration:
• Meridian Dynamics Inc., a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 2750 Barranca Parkway, Suite 400, Irvine, California 92606; and
• Derek Calloway, an individual residing in Orange County, California, who serves as Chief Executive Officer, founder, and sixty-two percent (62%) shareholder of Meridian, and who is personally liable for certain of Meridian's obligations under his personal guaranty up to a cap of $10,000,000, as set forth in Section 12.4 of the Distribution Agreement dated September 28, 2016 (the "Distribution Agreement").
The following supporting papers were filed concurrently with the Petition:
(i) A Memorandum of Points and Authorities in Support of the Petition to Confirm Arbitration Award, setting forth the legal standard for confirmation under the Federal Arbitration Act, the extremely limited grounds for vacatur, and the factual basis supporting entry of judgment;
(ii) The Declaration of Dr. Katharina Reinhardt, General Counsel of Halcyon Semiconductor AG, authenticating and attaching as exhibits the Distribution Agreement dated September 28, 2016, the Demand for Arbitration filed by Halcyon with the AAA on April 8, 2024, the Final Award dated August 22, 2025, and Meridian's letter of September 5, 2025 refusing to satisfy the Award voluntarily; and
(iii) A Proposed Order Confirming Arbitration Award and Entering Judgment, which we submitted to the Court for consideration in the event the Petition is granted without opposition or following briefing on any cross-motion.
Service of the Petition and supporting papers was effected on Meridian's counsel of record, Whitfield, Carruthers & Payne LLP, on October 14, 2025, and personal service on Derek Calloway was completed by a registered process server on October 16, 2025.
B. Award Breakdown Recap
For ease of reference, the following is a summary of the components of the $47,300,000 Final Award, as determined by the arbitral tribunal:
The Award was issued unanimously by the three-member arbitration panel, which consisted of: the Honorable Gerald M. Osterhaus (Ret.), serving as Presiding Arbitrator; Professor Diane K. Sørensen, serving as Claimant's Party-Appointed Arbitrator; and Victor R. Taniguchi, Esq., serving as Respondent's Party-Appointed Arbitrator. The unanimity of the panel—including the concurrence of Meridian's own party-appointed arbitrator—significantly strengthens the Award's enforceability and undermines any suggestion that the tribunal acted improperly or exceeded its authority.
C. Respondents' Anticipated Cross-Motion to Vacate
As communicated in the letter dated September 5, 2025 from Whitfield, Carruthers & Payne LLP, counsel for Meridian and Mr. Calloway, Meridian has refused to satisfy the Award voluntarily and has expressly signaled its intention to move to vacate the Award. Opposing counsel on the matter is Raymond Whitfield, Lead Partner, and Alana Choi, Senior Associate, of Whitfield, Carruthers & Payne LLP, located at 1999 Avenue of the Stars, Suite 2800, Los Angeles, California 90067.
Pursuant to the scheduling provisions applicable to the Petition, Meridian's cross-motion to vacate the Award is due to be filed on or before November 13, 2025. Based on the September 5, 2025 letter from Mr. Whitfield and subsequent informal communications between counsel, we anticipate that Meridian will advance two principal grounds for vacatur under 9 U.S.C. § 10:
(1) Evident Partiality under 9 U.S.C. § 10(a)(2). Meridian is expected to allege that the Presiding Arbitrator, Hon. Gerald M. Osterhaus (Ret.), had an undisclosed prior professional relationship with Dr. Elias Falkenberg of Falkenberg & Strauss GmbH, the German law firm that served as Halcyon's counsel during certain phases of the underlying arbitration. Meridian contends that this alleged relationship created an appearance of bias that was not adequately disclosed and that warrants vacatur of the Award on grounds of evident partiality.
(2) Excess of Powers under 9 U.S.C. § 10(a)(4). Meridian is expected to challenge the $31,800,000 lost-profits component of the Award, contending that the tribunal exceeded its powers by awarding damages for the full remaining 2.8-year unexpired term of the Distribution Agreement. Meridian will likely argue that the arbitration clause in Section 14.3 of the Distribution Agreement or the substantive terms of the contract did not authorize such an award, or that the damages calculation was speculative and unsupported by the evidentiary record.
D. Our Assessment of Vacatur Grounds
We have carefully evaluated both anticipated grounds for vacatur and believe that each is substantively weak under controlling Ninth Circuit precedent and the extremely deferential standard of judicial review that applies to arbitral awards. We address each ground in turn.
Evident Partiality (§ 10(a)(2)). The Ninth Circuit applies an objective standard in evaluating claims of evident partiality, requiring the movant to demonstrate "specific facts that indicate improper motives on the part of the arbitrator" or, under the more lenient formulation, that "a reasonable person would have to conclude that [the] arbitrator was partial." Schmitz v. Zilveti, 20 F.3d 1043, 1046 (9th Cir. 1994); see also Monster Energy Co. v. City Beverages, LLC, 940 F.3d 1130 (9th Cir. 2019). Our investigation into the alleged relationship between Judge Osterhaus and Dr. Falkenberg indicates that the only interaction between the two individuals was a single appearance together on a continuing legal education panel in 2019, at a conference organized by the International Bar Association. This interaction was brief, professional, and entirely unremarkable. It did not involve any substantive engagement, retained or ongoing relationship, or financial connection between the two individuals. Under the Ninth Circuit's standard, a single CLE panel co-appearance more than five years before the arbitration hearing is plainly insufficient to establish the "specific facts demonstrating a reasonable impression of partiality" necessary for vacatur. We have prepared a Declaration of Hon. Gerald M. Osterhaus (Ret.) in draft form, which addresses his disclosure history during the arbitration proceedings and describes the trivial and incidental nature of his contact with Dr. Falkenberg. This declaration will be finalized and filed as part of our opposition papers following receipt of Meridian's cross-motion.
Excess of Powers (§ 10(a)(4)). The standard for vacatur on grounds of excess of powers is extraordinarily narrow. An arbitral award may be vacated on this ground only if the arbitrators acted in "manifest disregard" of the contractual limitations on their authority or if the award is "completely irrational." Kyocera Corp. v. Prudential-Bache Trade Servs., Inc., 341 F.3d 987, 997 (9th Cir. 2003) (en banc). Here, Section 14.3 of the Distribution Agreement contains a broad arbitration clause that expressly empowers the arbitral tribunal to award "any and all damages, whether direct, indirect, incidental, or consequential, arising out of or in connection with the Agreement or the breach thereof." Lost-profits damages for the remaining unexpired term of a terminated distribution agreement are a standard contractual remedy under California law. See, e.g., Sargon Enterprises, Inc. v. Univ. of S. Cal., 55 Cal. 4th 747 (2012) (discussing standards for lost-profits damages). The tribunal's award was computed on the basis of the escalation schedule set forth in Section 3.2 of the Distribution Agreement, the actual historical performance of the distribution relationship, and the expert testimony of Dr. Renata Moss of Pinnacle Forensic Advisory LLC, whose damages model was tested through cross-examination and rebuttal testimony. The tribunal did not "exceed its powers" merely by awarding damages in an amount that the respondent considers excessive; disagreement with the amount of the award is not a cognizable ground for vacatur.
In sum, we are confident that both vacatur grounds will fail, and that the Court will confirm the Award and enter judgment in Halcyon's favor. Our opposition to the cross-motion to vacate will be prepared and filed promptly after Meridian files its motion on or before November 13, 2025.
III. Key Upcoming Deadlines
The following is a summary of the key deadlines and anticipated procedural milestones in the near term:
We note that under 9 U.S.C. § 12, a petition to confirm an arbitration award must be filed within one year of the date the award is made. Our filing on October 14, 2025 is well within the statutory period, the Award having been issued on August 22, 2025. Conversely, Meridian's three-month window to seek vacatur under 9 U.S.C. § 12 expires on November 22, 2025, and its cross-motion filing deadline of November 13, 2025 falls within that period.
Given the asset-dissipation concerns discussed in Section IV below, we intend to request that Judge Kendrick set the matter for hearing on an expedited basis. We will keep you informed as the Court issues any scheduling orders or sets hearing dates.
IV. Asset Preservation and Enforcement Concerns
A. Risk of Asset Dissipation
Our team, led by Patrick Gallagher and Simone Laroche, has been conducting a thorough analysis of Meridian's financial condition and asset base in order to assess collectability of the Award and to identify risks that may warrant emergency relief. Based on Meridian's most recently available financial disclosures, filed with the California Secretary of State and obtained through commercial databases (as of December 31, 2024), Meridian reported total assets of approximately $187,000,000. The principal categories of assets are as follows:
• Accounts Receivable: approximately $52,000,000, representing amounts owed to Meridian by its distribution customers across the United States.
• Inventory: approximately $61,000,000, consisting primarily of semiconductor components and related products held at Meridian's warehousing and distribution facilities.
• Real Property: Meridian owns a warehouse and distribution center located at 1480 East Fourth Street, Ontario, California 91764, which was appraised at approximately $34,000,000 based on county assessor records and comparable sales data.
• Other Assets: The balance of approximately $40,000,000 consists of equipment, intellectual property, cash and cash equivalents, and other general intangibles.
However, we have identified indications that give rise to concern regarding the potential dissipation of these assets. Specifically, our preliminary investigation suggests that Meridian may be taking steps to liquidate inventory at accelerated rates and at below-market prices, potentially in an effort to convert illiquid assets to cash and transfer funds out of the reach of judgment creditors. Additionally, we have identified certain transfers by Mr. Calloway of personal real property interests into trust structures in the months following the issuance of the Award, which may constitute fraudulent transfers under applicable state law. We are continuing to investigate these matters and will provide further details as our analysis progresses.
B. Brindoval National Bank Priority Lien
A significant consideration in the enforcement analysis is the existence of a senior secured credit facility held by Brindoval National Bank, headquartered at 4100 MacArthur Boulevard, Suite 100, Newport Beach, California 92660. Brindoval holds a revolving credit facility in the principal amount of $45,000,000, which is secured by a first-priority lien on substantially all of Meridian's personal property, including accounts receivable, inventory, equipment, and general intangibles, pursuant to a security agreement dated August 12, 2022. Brindoval's security interest was perfected by the filing of a UCC-1 Financing Statement with the Delaware Secretary of State (Meridian being a Delaware corporation), and we have confirmed the existence and active status of that filing.
This creates a significant priority contest for enforcement purposes. Any judgment lien that Halcyon obtains upon confirmation of the Award will be subordinate to Brindoval's existing security interest with respect to Meridian's personal property. As a practical matter, this means that Halcyon would not be able to execute on Meridian's accounts receivable, inventory, or equipment ahead of Brindoval, unless Brindoval's lien is satisfied, subordinated, or otherwise does not attach to the specific asset in question.
The Ontario, California real property (warehouse/distribution center at 1480 East Fourth Street), however, does not appear to be subject to the Brindoval security agreement, which by its terms covers only personal property. Accordingly, the real property may be available for execution upon entry of judgment, subject to our ongoing investigation into whether any real property mortgage, deed of trust, or other encumbrance exists on the property. We have ordered a preliminary title report from Chalvoro Title Insurance Company, which we expect to receive within the next ten business days.
Meridian's fiscal year 2024 revenue was approximately $312,000,000, indicating that it remains a substantial operating business. Its capacity to satisfy a $47.3 million judgment will ultimately depend on the state of its assets at the time judgment is entered and the extent to which those assets are encumbered or have been dissipated. We are monitoring this situation closely.
C. Calloway Personal Guaranty
As noted above, Derek Calloway personally guaranteed certain of Meridian's obligations under the Distribution Agreement, subject to a liability cap of $10,000,000, as set forth in Section 12.4 of the Distribution Agreement. The arbitral tribunal found Mr. Calloway liable under this guaranty, and the Final Award was entered against both Meridian and Calloway. Our proposed order submitted to the Court seeks entry of judgment jointly and severally against Meridian and Calloway, with Calloway's liability capped at $10,000,000 per the guaranty terms.
We are currently investigating Mr. Calloway's personal assets—including real property holdings in Orange County, California, brokerage and financial accounts, and interests in other business entities—to evaluate the enforceability and collectability of the guaranty. As noted above, we have identified certain recent transfers of personal real property interests into trust structures that warrant further scrutiny. We will report on the results of this investigation in our next status update.
D. Proposed Ex Parte Application for TRO
In light of the asset-dissipation risks outlined above, we are actively evaluating the merits and feasibility of filing an ex parte application for a temporary restraining order ("TRO") and order to show cause re preliminary injunction to prevent Meridian and Calloway from transferring, encumbering, concealing, or otherwise dissipating assets pending confirmation of the Award and enforcement of the resulting judgment.
The application would be grounded on the following principal arguments:
(i) Irreparable Harm. The risk that Meridian and Calloway will dissipate assets, rendering the $47,300,000 Award uncollectible or substantially diminishing Halcyon's recovery, constitutes irreparable harm that cannot be adequately compensated by money damages after the fact. Evidence of accelerated inventory liquidation and suspicious personal asset transfers supports a finding of imminent, concrete harm.
(ii) Likelihood of Success on the Merits. Given the extremely deferential standard for judicial confirmation of arbitral awards and the weakness of Meridian's anticipated vacatur arguments (as discussed in Section II.D above), Halcyon has a strong likelihood of obtaining confirmation of the Award and entry of judgment. Courts routinely confirm arbitral awards under the Federal Arbitration Act, and the grounds for vacatur are narrow and rarely sustained.
(iii) Balance of Equities. The balance of equities favors preservation of the status quo. A TRO would merely prevent Meridian and Calloway from dissipating or transferring assets pending the resolution of the confirmation petition—it would not interfere with the ordinary-course operations of Meridian's business, and it would protect Halcyon's substantial interest in collecting on a final, unanimous arbitral award.
In addition to the TRO application, we are evaluating the feasibility of seeking a prejudgment writ of attachment under California Code of Civil Procedure §§ 483.010 et seq. as an alternative or supplementary remedy. A writ of attachment may provide a more durable form of relief than a TRO, as it creates a lien on specified property that takes priority over subsequent encumbrances. We will assess whether the statutory requirements for attachment are met and whether this remedy offers strategic advantages in light of the Brindoval priority lien.
We also note that if judgment is entered in California and Meridian's assets in other states become relevant to enforcement—for example, Meridian is incorporated in Delaware and may hold assets or maintain bank accounts in states other than California—we may need to domesticate the judgment in Delaware or other jurisdictions pursuant to the Uniform Enforcement of Foreign Judgments Act or analogous procedures. We will develop a multi-jurisdictional enforcement strategy as warranted by the circumstances.
E. Client Authorization Requested
We request your authorization to proceed with filing the ex parte application for a TRO and/or prejudgment writ of attachment. Given the time-sensitivity of asset-preservation relief and the indications of potential asset dissipation described above, we believe it is important to file as promptly as practicable—ideally within the next seven to ten business days. Patrick Gallagher is currently preparing the supporting declaration and assembling the evidentiary exhibits, including financial records, transfer documents, and expert analysis of Meridian's asset trajectory.
Please confirm your approval at your earliest convenience, or, if you prefer, schedule a call or video conference with the undersigned to discuss the strategy and associated costs before we proceed. We are mindful that ex parte relief is an extraordinary remedy and want to ensure that Halcyon's leadership is fully informed before we take this step.
V. Budget Update
A. Fee Arrangement Recap
Pursuant to the engagement letter dated September 30, 2025, the applicable hourly billing rates for this matter are as follows:
• Partners: $1,350 per hour
• Senior Associates: $875 per hour
• Associates: $725 per hour
The matter budget estimate provided in the engagement letter for the confirmation and initial enforcement phase of this engagement (exclusive of any appellate proceedings) was $450,000 to $600,000. As noted in the engagement letter, this estimate was based on certain assumptions regarding the scope and duration of the proceedings, including the assumption that Meridian would file a cross-motion to vacate and that some level of enforcement activity would be required. The actual fees incurred will depend on the complexity and contentiousness of the proceedings as they unfold.
At the commencement of the engagement, Halcyon posted a retainer in the amount of $150,000, which is held in the firm's client trust account and applied against invoiced fees and costs as they are incurred.
B. Fees and Costs Incurred to Date
Through the date of this letter, October 28, 2025, the firm has incurred the following fees and costs on this matter:
These charges have been applied against the $150,000 retainer, leaving a current retainer balance of approximately $14,300. A detailed invoice for the month of October will be transmitted under separate cover in early November 2025, with a full breakdown of time entries, hourly rates, and cost disbursements.
C. Projected Costs for Next Phase
The next phase of work on this matter will encompass the following principal activities:
(i) Review and analysis of Meridian's cross-motion to vacate upon its filing (anticipated on or before November 13, 2025);
(ii) Preparation and filing of Halcyon's opposition brief to the cross-motion to vacate, including legal research, drafting, and review;
(iii) Finalization and filing of the Declaration of Hon. Gerald M. Osterhaus (Ret.) addressing the evident-partiality allegations;
(iv) If authorized by the client, preparation and filing of the ex parte application for a TRO and/or prejudgment writ of attachment, together with supporting declarations, memoranda, and evidentiary exhibits; and
(v) Preparation for and attendance at any hearing before Judge Kendrick on the Petition, the cross-motion to vacate, and/or the TRO application.
We estimate that this phase of work will require approximately $120,000 to $180,000 in additional professional fees, depending on the scope and complexity of Meridian's cross-motion and the extent of briefing required. On a cumulative basis, we project total fees through the confirmation/vacatur briefing stage (excluding enforcement execution proceedings and any appeal) of approximately $260,000 to $320,000, which remains within the lower half of the original $450,000 to $600,000 budget estimate.
If enforcement proceedings are contested—for example, if post-judgment discovery is required, if we need to pursue garnishment of accounts receivable, execute on the Ontario real property, or domesticate the judgment in Delaware or other jurisdictions—additional fees in the range of $100,000 to $200,000 may be required, bringing the total closer to the upper end of the original budget range. We will provide an updated and more refined budget estimate following the filing of Meridian's cross-motion and our assessment of the scope of opposition briefing and enforcement activity that will be required.
We recommend that Halcyon replenish the retainer to $150,000, which would require a supplemental payment of approximately $135,700. This will ensure adequate coverage for the next phase of work and avoid any interruption in our ability to proceed promptly with the opposition briefing and, if authorized, the asset-preservation application. We would appreciate your attention to this request at your earliest convenience.
VI. Commercial and Supply-Chain Coordination
We understand from our initial engagement discussions that the termination of the Distribution Agreement on March 15, 2024 required Halcyon to restructure its distribution arrangements for the U.S. market. As the enforcement proceedings advance, they may involve discovery requests, document production, or other interactions that touch upon Meridian's current business operations, customer relationships, and the broader semiconductor distribution landscape. To ensure that Halcyon's litigation and commercial functions are appropriately coordinated, we ask that Dr. Reinhardt liaise with Marcus Pfeiffer, Senior Vice President, Global Sales, regarding the following matters:
(a) Documentation of Ongoing Interactions. Any ongoing supply-chain or commercial interactions between Halcyon and former Meridian accounts—including customers who may have transitioned to Halcyon's direct distribution channels or to a successor distributor—should be carefully documented. It is important that these interactions do not create complications for the enforcement proceedings, such as potential setoff claims or disputes over customer ownership.
(b) intelligence Sharing. Any information regarding Meridian's current business condition, inventory levels, financial health, or customer relationships that comes to the attention of Halcyon's commercial team through market intelligence, trade publications, customer communications, or any other source should be promptly shared with our litigation team. Such information may be directly relevant to our asset-preservation arguments and enforcement strategy, and timely receipt of such intelligence will allow us to act quickly if circumstances warrant.
(c) Communications from Meridian Personnel. We have identified Janet Shin, Chief Operating Officer and twenty-three percent (23%) shareholder of Meridian, as the individual who oversees Meridian's logistics and warehousing operations. Any communications from Ms. Shin or other Meridian personnel directed to Halcyon employees—whether concerning commercial matters, customer accounts, inventory, or any other subject—should be forwarded to Calderwood & Harkness immediately and should not be responded to by Halcyon personnel without prior consultation with counsel. Even seemingly innocuous communications may have legal significance in the context of ongoing litigation and enforcement proceedings.
We also note that Meridian's competing distribution arrangement with Solaris Chip Technologies Ltd., the UK-based semiconductor manufacturer whose products Meridian distributed in violation of the exclusivity provisions of Section 7.2 of the Distribution Agreement, was a central issue in the arbitration and a basis for the gray-market diversion damages component of the Award. Any intelligence regarding the current status of the Meridian-Solaris relationship—including whether that relationship is ongoing, whether it has been expanded or contracted, or whether Solaris products are being distributed through channels that compete with Halcyon—may be useful in enforcement proceedings, including in support of asset-preservation arguments or in connection with potential fraudulent transfer claims. We would appreciate any information your commercial team may be able to provide on this topic.
VII. Next Steps Summary
The following is a summary of the immediate action items arising from this status report:
1. Await Meridian's Cross-Motion to Vacate. Meridian's cross-motion to vacate the Award is due on or before November 13, 2025. We will promptly circulate a copy of the motion and supporting papers to you upon receipt.
2. Prepare and File Opposition Brief. Upon receipt of Meridian's cross-motion, we will prepare and file Halcyon's opposition brief and the Declaration of Hon. Gerald M. Osterhaus (Ret.) addressing the evident-partiality allegations. We will circulate drafts for your review before filing.
3. File Ex Parte Application for TRO (Upon Client Authorization). Upon receipt of your authorization, we will file the ex parte application for a temporary restraining order and order to show cause re preliminary injunction for asset preservation. We recommend filing within seven to ten business days and request your prompt response on this item.
4. Continue Asset Analysis and Enforcement Strategy Investigation. We will continue our investigation into the Brindoval National Bank lien priority, Mr. Calloway's personal assets, encumbrances on the Ontario real property, and the feasibility of domesticating any California judgment in Delaware or other relevant jurisdictions.
5. Request Hearing Date and Expedited Schedule. We will notify the Court of readiness for hearing on the Petition to Confirm and the anticipated cross-motion to vacate, and request that Judge Kendrick set the matter on an expedited schedule in light of the asset-dissipation concerns.
6. Client to Replenish Retainer and Confirm TRO Authorization. We request that Halcyon replenish the retainer to $150,000 (supplemental payment of approximately $135,700) and confirm authorization for the asset-preservation motion at your earliest convenience.
7. Client to Coordinate with Marcus Pfeiffer. We ask that Dr. Reinhardt coordinate with Marcus Pfeiffer, SVP, Global Sales, regarding the commercial and supply-chain matters described in Section VI above, and ensure that relevant market intelligence is channeled to our litigation team on a timely basis.
VIII. Closing
We remain confident in the strength of the Petition to Confirm and in the weakness of the vacatur arguments that Meridian is expected to advance. The Final Award was issued unanimously by a distinguished panel of arbitrators, was grounded in a thorough evidentiary record, and applied well-established principles of California contract law. The legal standard for confirmation is highly deferential, and the grounds for vacatur are among the narrowest in American jurisprudence. We believe the Court will confirm the Award and enter judgment in Halcyon's favor.
We also note that post-award interest at the rate of ten percent (10%) per annum continues to accrue in Halcyon's favor from the date of the Award, August 22, 2025. At the current Award amount of $47,300,000, this equates to approximately $12,959 per day, or approximately $4,730,000 per year, in accruing interest. This substantial and ongoing accrual provides additional financial incentive for Meridian to resolve this matter expeditiously, and we intend to emphasize this point in our briefing and in any discussions with opposing counsel regarding potential resolution.
We would welcome the opportunity to schedule a call or video conference at your convenience to discuss the matters raised in this letter, including the authorization for the TRO application, the retainer replenishment, and any other questions or concerns you may have. We are mindful of the nine-hour time difference between Los Angeles and Munich and are happy to accommodate your schedule, including early morning calls Pacific time. Please feel free to reach me directly at the contact information below, or have your office contact Patrick Gallagher to coordinate scheduling.
To summarize, we request your prompt response on the following three items:
(a) Authorization to proceed with the ex parte application for a TRO and/or prejudgment writ of attachment;
(b) Replenishment of the retainer to $150,000 (supplemental payment of approximately $135,700); and
(c) Coordination with Marcus Pfeiffer regarding commercial and supply-chain matters as described in Section VI above.
We are committed to the vigorous and effective representation of Halcyon's interests in this matter and appreciate the confidence you have placed in Calderwood & Harkness LLP. We look forward to continuing to work with you and your team to bring these proceedings to a successful conclusion.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Linda Osei Partner 777 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Direct: (213) 629-4127
Email: losei@calderwoodharkness.com
cc: Dr. Katharina Reinhardt, General Counsel, Halcyon Semiconductor AG (via email) Marcus Pfeiffer, SVP, Global Sales, Halcyon Semiconductor AG (via email, at Dr. Reinhardt's direction) Theodore Langston, Billing Partner, Calderwood & Harkness LLP Patrick Gallagher, Lead Associate, Calderwood & Harkness LLP Simone Laroche, Working Associate, Calderwood & Harkness LLP
Enclosures/Attachments: None. All referenced court filings, including the Petition to Confirm Arbitration Award, Memorandum of Points and Authorities, Declaration of Dr. Katharina Reinhardt, and Proposed Order, are available for review and download via the Calderwood & Harkness secure client portal at https://portal.calderwoodharkness.com (Matter No. 1032-00002) or upon request from any member of the engagement team. Hard copies will be provided upon request.
NOTICE: This letter and any attachments are privileged and confidential attorney-client communications. This letter is intended solely for the use of the individual(s) to whom it is addressed. If you are not the intended recipient, you are hereby notified that any dissemination, distribution, or copying of this communication is strictly prohibited. If you have received this communication in error, please notify the sender immediately and destroy all copies.
Damages Category | Amount | Basis
Lost Profits (remaining 2.8-year unexpired term, March 15, 2024 – December 31, 2026) | $31,800,000 | Net present value at 8.5% discount rate, per the damages model of Dr. Renata Moss, Pinnacle Forensic Advisory LLC
Shortfall Damages (2023 minimum purchase deficit of $23,300,000 × 39.5% average margin) | $9,200,000 | Meridian's failure to meet the minimum annual purchase commitment under Section 3.2 of the Distribution Agreement
Gray-Market Diversion Damages (price erosion and channel remediation) | $4,100,000 | Unauthorized diversion of Halcyon products through gray-market channels and resulting price erosion
Attorneys' Fees and Arbitration Costs (prevailing-party fee-shifting under Section 14.5 of the Distribution Agreement) | $2,200,000 | Halcyon's legal fees and costs incurred in the arbitration proceeding
Total Award | $47,300,000
Date | Event
November 13, 2025 | Meridian's cross-motion to vacate due
Approximately 14–21 days after filing of cross-motion | Halcyon's opposition brief due (exact date subject to the Court's scheduling order or the applicable provisions of the Local Rules of the Central District of California)
To be determined | Hearing date on Petition to Confirm and Cross-Motion to Vacate (not yet set by the Court; we will notify the Court of readiness for hearing and request an expedited schedule)
As soon as practicable upon authorization | Filing of ex parte application for TRO / OSC re preliminary injunction (discussed in Section IV below)
Category | Amount
Professional fees (attorney time) | $127,500 (approx.)
Costs (filing fees, process server fees, online legal research database charges) | $8,200 (approx.)
Total incurred | $135,700 (approx.)

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