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UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA

HALCYON SEMICONDUCTOR AG, a German Aktiengesellschaft,

Petitioner,

MERIDIAN DYNAMICS INC., a Delaware corporation; and DEREK CALLOWAY, an individual,

Respondents.

Case No. 2:25-cv-08742-RGK-PLA

Hon. Robert G. Kendrick

DECLARATION OF DR. KATHARINA REINHARDT IN SUPPORT OF PETITION TO CONFIRM ARBITRATION AWARD

I, Dr. Katharina Reinhardt, hereby declare under penalty of perjury under the laws of the United States of America, pursuant to 28 U.S.C. § 1746, that the following is true and correct:

I make this declaration in support of the Petition to Confirm Arbitration Award (the "Petition") filed by Halcyon Semiconductor AG ("Halcyon" or "Petitioner") against Meridian Dynamics Inc. ("Meridian") and Derek Calloway ("Calloway") (collectively, "Respondents"). I have personal knowledge of the facts set forth herein, except where stated on information and belief, and I am competent to testify thereto if called as a witness.

1. Identity and Background of Declarant

1. My name is Dr. Katharina Reinhardt. I am over the age of eighteen and I am a citizen and resident of the Federal Republic of Germany.

2. I hold the position of General Counsel (Chefjuristin) of Halcyon Semiconductor AG, a position I have held since March 2015 — a period of more than ten years. Prior to my appointment as General Counsel, I served as Deputy General Counsel at Halcyon from January 2012 through February 2015. I have been employed by Halcyon, in various legal capacities, for over thirteen years.

3. My principal office is located at Halcyon's headquarters at Leopoldstraße 180, 80804 Munich, Germany.

4. In my capacity as General Counsel, I am responsible for overseeing all legal affairs of Halcyon worldwide, including, without limitation, the negotiation and administration of commercial contracts, dispute resolution and litigation management, regulatory compliance, intellectual property matters, and corporate governance. I report directly to the Vorstand (Management Board) of Halcyon Semiconductor AG.

5. I was personally and directly involved in the matters at issue in this proceeding. Specifically, I directly supervised the negotiation and execution of the Exclusive Distribution Agreement between Halcyon and Meridian that is the subject of the underlying arbitration. I oversaw the arbitration proceedings on behalf of Halcyon from their inception through the issuance of the Final Award. I authorized the retention of Calderwood & Harkness LLP to represent Halcyon in the present confirmation and enforcement proceedings before this Court.

2. Halcyon Semiconductor AG — Corporate Background

6. Halcyon Semiconductor AG is an Aktiengesellschaft (stock corporation) organized and existing under the laws of the Federal Republic of Germany. It is registered in the commercial register (Handelsregister) of the Amtsgericht München (Munich Local Court) under registration number HRB 241873.

7. Halcyon's principal offices and headquarters are located at Leopoldstraße 180, 80804 Munich, Germany. The company maintains additional offices and manufacturing facilities in Dresden, Germany; Eindhoven, the Netherlands; and Austin, Texas, United States.

8. Halcyon is a publicly listed company. Its shares are traded on the SIX Swiss Exchange under the ticker symbol "HSAG" (ISIN: DE000A2QRFX7). As of the date of this declaration, Halcyon's market capitalization is approximately €4.8 billion.

9. Halcyon is a manufacturer and developer of high-performance semiconductor products, specializing in power management integrated circuits ("PMICs") and silicon carbide ("SiC") switching modules. These products are critical components in a wide range of electronic applications that require efficient and reliable power conversion and management.

10. Halcyon's key product lines include the PMIC Series HX-400 through HX-900 and the SiC switching module Series SC-200 through SC-500. These product families serve primary end markets in the automotive sector, industrial applications, and renewable-energy systems, including electric vehicle powertrains, solar inverter platforms, and industrial motor drive systems.

11. For fiscal year 2024, Halcyon reported consolidated revenue of approximately €2.14 billion. Approximately twenty-eight percent (28%) of Halcyon's total revenue — approximately $599.2 million equivalent at prevailing exchange rates — was derived from the North American market, making it one of the most significant geographic markets for Halcyon's business.

12. Marcus Pfeiffer serves as Halcyon's Senior Vice President of Global Sales. Mr. Pfeiffer was the primary commercial contact between Halcyon and Meridian with respect to the distribution relationship at issue in this matter. Mr. Pfeiffer reported directly to the Vorstand regarding the status and performance of the U.S. distribution relationship with Meridian throughout the term of the Distribution Agreement.

3. Meridian Dynamics Inc. — Counterparty Background

13. Meridian Dynamics Inc. is a corporation incorporated under the laws of the State of Delaware. Its registered agent address in Delaware is located at 1209 Orange Street, Wilmington, DE 19801.

14. Meridian's principal place of business is located at 2750 Barranca Parkway, Suite 400, Irvine, California 92606, within the Central District of California.

15. Meridian is a specialty electronics components distributor that operates across the western United States. Meridian's business model centers on the procurement, warehousing, and distribution of semiconductor and electronic components to original equipment manufacturers ("OEMs"), contract manufacturers, and design houses throughout the western United States.

16. Derek Calloway is the Chief Executive Officer, founder, and majority shareholder of Meridian, holding approximately sixty-two percent (62%) of Meridian's issued and outstanding equity. Janet Shin serves as Chief Operating Officer and co-founder of Meridian, holding approximately twenty-three percent (23%) of Meridian's equity. Meridian was founded in 2009.

17. Based on publicly available information and information obtained during the course of the arbitration proceedings, Meridian reported revenue of approximately $312 million for the fiscal year ending December 31, 2024.

18. Meridian operates a warehouse and distribution center at 1480 East Fourth Street, Ontario, California 91764, from which it conducted its distribution operations for Halcyon products during the term of the Distribution Agreement.

4. The Exclusive Distribution Agreement

19. On September 28, 2016, Halcyon and Meridian entered into an Exclusive Distribution Agreement (the "Distribution Agreement"), effective as of January 1, 2017, for an initial term of ten (10) years expiring on December 31, 2026. I personally supervised the negotiation and drafting of the Distribution Agreement and was present at its execution.

20. Under the Distribution Agreement, Meridian was appointed as Halcyon's exclusive distributor in the United States for Halcyon's PMIC product line (Series HX-400 through HX-900) and SiC switching modules (Series SC-200 through SC-500). Meridian's exclusive territory encompassed all fifty states of the United States and the District of Columbia.

21. The Distribution Agreement contained a number of key provisions material to the present proceeding, including, but not limited to, the following:

(a) Section 3.2 — Annual Minimum Purchase Commitments. Section 3.2 of the Distribution Agreement established escalating annual minimum purchase commitments for Meridian, commencing at $28 million in Year 1 (calendar year 2017) and increasing on an agreed schedule to $72 million by Year 8 (calendar year 2024). Pursuant to this schedule, the minimum purchase commitment for Year 7 (calendar year 2023) was $65 million.

(b) Section 4.6 — Prohibition on Unauthorized Distribution Channels. Section 4.6 prohibited Meridian from distributing, selling, or otherwise disposing of Halcyon products through any distribution channels, resellers, or intermediaries not expressly authorized in writing by Halcyon. This provision was designed to protect the integrity of Halcyon's authorized channel strategy and to prevent erosion of pricing and brand value through unauthorized or gray-market sales.

(c) Section 7.2 — Non-Compete Obligation. Section 7.2 contained a non-compete clause prohibiting Meridian, during the term of the Distribution Agreement, from distributing, marketing, promoting, or selling competing semiconductor products — specifically, PMICs and SiC switching modules — manufactured by any other manufacturer. This exclusivity obligation was a material inducement for Halcyon's decision to grant Meridian exclusive distribution rights in the United States market.

(d) Section 12.4 — Personal Guaranty of Derek Calloway. Section 12.4 set forth a personal guaranty executed by Derek Calloway, in his individual capacity, of certain obligations of Meridian under the Distribution Agreement. The personal guaranty was subject to an aggregate liability cap of $10,000,000 (ten million U.S. dollars). Mr. Calloway executed this guaranty as part of the original Distribution Agreement.

(e) Section 14.1 — Governing Law. Section 14.1 provided that the Distribution Agreement, and any disputes arising thereunder or in connection therewith, would be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.

(f) Section 14.3 — Arbitration Clause. Section 14.3 provided that any dispute, controversy, or claim arising out of, relating to, or in connection with the Distribution Agreement, including any question regarding its existence, validity, or termination, would be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its International Centre for Dispute Resolution ("ICDR") Rules. The arbitral seat was designated as Los Angeles, California. The clause specified that the arbitral tribunal would consist of three (3) arbitrators, with each party appointing one arbitrator and the two party-appointed arbitrators selecting the presiding arbitrator, or in the absence of agreement, the ICDR appointing the presiding arbitrator in accordance with its Rules.

(g) Section 14.5 — Prevailing-Party Fee-Shifting. Section 14.5 provided that the prevailing party in any dispute arising under or in connection with the Distribution Agreement would be entitled to recover its reasonable attorneys' fees, expert fees, and costs of arbitration from the non-prevailing party.

(h) Dedicated Personnel Requirement. The Distribution Agreement further required Meridian to maintain dedicated sales and technical support staff of no fewer than thirty-five (35) full-time equivalent employees assigned to the Halcyon product lines throughout the term of the agreement. This staffing commitment was intended to ensure that Halcyon's products received adequate commercial attention, technical support, and customer service within the U.S. market.

22. A true and correct copy of the Distribution Agreement is attached hereto as Exhibit A and is incorporated by reference herein.

5. Meridian's Breaches of the Distribution Agreement

23. Beginning in approximately the second quarter of 2023 (specifically, in or about May 2023), Halcyon discovered that Meridian had engaged in conduct constituting material breaches of the Distribution Agreement in multiple respects. These breaches were uncovered through Halcyon's regular commercial monitoring activities, reports from customers and market participants, and a subsequent internal investigation.

24. The material breaches identified by Halcyon were as follows:

(a) Non-Compete Violation (Section 7.2). Halcyon discovered that Meridian had entered into a side distribution arrangement with Solaris Chip Technologies Ltd. ("Solaris"), a private limited company organized under the laws of England and Wales and headquartered in Cambridge, United Kingdom. Solaris is a direct competitor of Halcyon in the semiconductor space, manufacturing and selling PMIC and SiC-based power switching products that directly compete with Halcyon's HX and SC product lines. Meridian's agreement to distribute Solaris products constituted a clear and unambiguous violation of the exclusive non-compete obligation set forth in Section 7.2 of the Distribution Agreement. Evidence obtained during the arbitration proceedings confirmed that Meridian had commenced active distribution of Solaris products as early as March 2023, and that revenues from Solaris product sales were being actively booked by Meridian during the period when Meridian was simultaneously failing to meet its minimum purchase commitments to Halcyon.

(b) Minimum Purchase Shortfall (Section 3.2). Meridian failed to meet its annual minimum purchase commitment of $65 million for calendar year 2023. Halcyon's records, corroborated by Meridian's own purchase order and invoicing data produced in the arbitration, confirmed that Meridian purchased only $41.7 million in Halcyon products during calendar year 2023. This represented a shortfall of $23.3 million, or approximately 35.8% below the contractual minimum. The shortfall was not attributable to any force majeure event, supply-chain disruption on Halcyon's part, or any other excusable cause recognized under the Distribution Agreement. Rather, the evidence demonstrated that Meridian had diverted its commercial efforts and resources toward the competing Solaris product lines.

(c) Gray-Market Diversion (Section 4.6). Halcyon further discovered that Meridian had diverted certain Halcyon products — including units from the HX-700 and SC-400 product lines — to unauthorized gray-market resellers in violation of Section 4.6 of the Distribution Agreement. These unauthorized sales were made to entities that had not been vetted or approved by Halcyon, and the resulting uncontrolled distribution caused measurable price erosion in Halcyon's U.S. market pricing structure, damaged customer relationships with authorized end users, and necessitated significant channel remediation efforts by Halcyon.

25. On November 3, 2023, Halcyon issued a formal written notice of default to Meridian, invoking the cure provisions set forth in the Distribution Agreement and providing Meridian with a ninety (90)-day cure period in which to remedy the identified breaches. I personally approved and authorized the issuance of this notice of default.

26. Meridian failed to cure any of the identified breaches within the ninety-day cure period. Meridian did not offer any substantive response to the notice of default that would have constituted an adequate cure, nor did Meridian take any action to terminate its relationship with Solaris, restore its purchasing volumes to the contractually required minimums, or discontinue gray-market diversion of Halcyon products.

27. On March 15, 2024, Halcyon terminated the Distribution Agreement for cause, effective immediately, pursuant to the termination-for-cause provisions of the agreement. I personally authorized the termination.

6. Commencement of Arbitration

28. On April 8, 2024, Halcyon filed a Demand for Arbitration with the American Arbitration Association's International Centre for Dispute Resolution (the "ICDR") pursuant to Section 14.3 of the Distribution Agreement. The arbitration was commenced under AAA/ICDR Case No. 01-24-0003917. I authorized the filing of the Demand for Arbitration on behalf of Halcyon.

29. Consistent with Section 14.3 of the Distribution Agreement, the arbitration was seated in Los Angeles, California. California law governed the merits of the dispute pursuant to Section 14.1 of the Distribution Agreement.

30. A true and correct copy of the Demand for Arbitration filed on April 8, 2024, is attached hereto as Exhibit B and is incorporated by reference herein.

7. The Arbitral Tribunal and Proceedings

31. On June 19, 2024, a three-member arbitral tribunal (the "Tribunal") was constituted in accordance with the ICDR Rules and Section 14.3 of the Distribution Agreement. The Tribunal was composed of the following arbitrators:

(a) Presiding Arbitrator: The Honorable Gerald M. Osterhaus (Ret.), a former judge of the California Court of Appeal, Second Appellate District, who was selected as presiding arbitrator by agreement of the two party-appointed arbitrators.

(b) Claimant's Party-Appointed Arbitrator: Professor Diane K. Sørensen, an adjunct professor of international commercial law at Westbrook University School of Law, who was appointed by Halcyon as claimant's party-appointed arbitrator.

(c) Respondent's Party-Appointed Arbitrator: Victor R. Taniguchi, Esq., an independent arbitrator and former partner at the law firm of Gessler Hahn LLP, who was appointed by Meridian as respondent's party-appointed arbitrator.

32. The parties engaged in extensive discovery, including the production and review of thousands of documents, written witness statements, and expert reports. The parties also engaged in extensive pre-hearing briefing, including submissions on jurisdictional matters, merits issues, and damages methodology.

33. In connection with the arbitration, Halcyon retained the law firm of Falkenberg & Strauss GmbH, based in Munich, Germany, as German counsel to advise on German law issues and cross-border enforcement strategy. The lead partner at Falkenberg & Strauss for this engagement was Dr. Elias Falkenberg.

34. Halcyon further retained Pinnacle Forensic Advisory LLC as its expert on damages. Dr. Renata Moss, CFA, Managing Director of Pinnacle Forensic Advisory LLC, prepared a comprehensive damages report quantifying Halcyon's losses arising from Meridian's breaches of the Distribution Agreement. Dr. Moss testified before the Tribunal during the evidentiary hearing and was subject to cross-examination by Respondents' counsel.

35. An evidentiary hearing took place over a total of seven (7) hearing days, divided into two hearing sessions: the first session occurred from October 14 through October 18, 2024 (five hearing days), and the second session occurred on November 4 and November 5, 2024 (two hearing days). All hearing sessions were conducted in Los Angeles, California, at the seat of the arbitration.

36. Both parties were represented by counsel throughout the arbitration proceedings. Both parties presented live witness testimony, including fact witnesses and expert witnesses, and submitted extensive documentary evidence. The proceedings were conducted in full compliance with the ICDR Rules and the procedural orders issued by the Tribunal.

37. Meridian was represented throughout the arbitration proceedings by qualified legal counsel. In the post-award phase, Meridian and Derek Calloway were represented by the law firm of Whitfield, Carruthers & Payne LLP, led by Raymond Whitfield, partner, and Alana Choi, senior associate.

8. The Final Award

38. On August 22, 2025, the Tribunal issued a unanimous Final Award (the "Award") in favor of Halcyon and against Meridian. The Award was signed by all three members of the Tribunal.

39. The Award granted Halcyon total damages in the amount of $47,300,000 (forty-seven million three hundred thousand U.S. dollars), comprised of the following components:

(a) Lost Profits (Remaining Term): $31,800,000. The Tribunal awarded $31,800,000 in lost-profits damages, representing the net present value of projected margin that Halcyon would have earned over the unexpired 2.8-year term of the Distribution Agreement (i.e., from the date of termination on March 15, 2024, through the scheduled expiration on December 31, 2026). The lost-profits calculation was discounted at a rate of 8.5% and was based on the damages model prepared and testified to by Dr. Renata Moss, CFA, of Pinnacle Forensic Advisory LLC. The Tribunal found Dr. Moss's methodology to be reliable, well-supported, and consistent with accepted principles of commercial damages analysis.

(b) Shortfall Damages (2023 Minimum Purchase Deficit): $9,200,000. The Tribunal awarded $9,200,000 in damages representing Halcyon's lost margin on the $23.3 million purchase shortfall for calendar year 2023. This figure was calculated by applying Halcyon's average margin of 39.5% to the $23.3 million shortfall ($23,300,000 × 39.5% = $9,203,500), which amount the Tribunal rounded to $9,200,000 in the Award.

(c) Gray-Market Diversion Damages: $4,100,000. The Tribunal awarded $4,100,000 in damages for price erosion and channel remediation costs arising from Meridian's unauthorized diversion of Halcyon products to gray-market resellers in violation of Section 4.6 of the Distribution Agreement. The Tribunal credited Halcyon's evidence regarding the quantifiable impact of the unauthorized resales on Halcyon's pricing structure and the costs Halcyon incurred and would continue to incur to remediate the damage to its authorized distribution channels.

(d) Attorneys' Fees and Arbitration Costs: $2,200,000. The Tribunal awarded $2,200,000 in attorneys' fees and arbitration costs, allocated one hundred percent (100%) to Meridian under the prevailing-party fee-shifting provision set forth in Section 14.5 of the Distribution Agreement. The Tribunal found that Halcyon was the prevailing party in all material respects and that the fees and costs sought were reasonable and adequately documented.

40. In total, the Award provides for damages in the aggregate amount of $31,800,000 + $9,200,000 + $4,100,000 + $2,200,000 = $47,300,000.

41. The Award further provides for post-award interest at the California statutory rate of ten percent (10%) per annum pursuant to California Civil Code § 3289, accruing from the date of the Award (August 22, 2025) until full and final payment. As of the date of this declaration, post-award interest continues to accrue.

42. The Award is final and binding upon the parties. Pursuant to the ICDR Rules, the Award is not subject to appeal. The Distribution Agreement does not provide for any appeal mechanism or any expanded judicial review beyond that which is available under the Federal Arbitration Act, 9 U.S.C. §§ 1–16.

43. A true and correct copy of the Final Award dated August 22, 2025, is attached hereto as Exhibit C and is incorporated by reference herein.

9. Meridian's Refusal to Satisfy the Award

44. Despite the finality of the Award and its binding effect upon the parties, Meridian has refused to pay any portion of the $47,300,000 Award voluntarily. As of the date of this declaration, Meridian has made no payment whatsoever toward satisfaction of the Award.

45. On September 5, 2025, the law firm of Whitfield, Carruthers & Payne LLP, acting on behalf of Meridian Dynamics Inc. and Derek Calloway, sent a letter to counsel for Halcyon formally refusing to satisfy the Award and indicating Respondents' intent to move to vacate the Award under Section 10 of the Federal Arbitration Act, 9 U.S.C. § 10.

46. The September 5, 2025 letter from Whitfield, Carruthers & Payne LLP asserted two grounds for vacatur of the Award:

(a) First, the letter alleged that the Tribunal exceeded its powers under 9 U.S.C. § 10(a)(4) by awarding lost-profits damages for the full unexpired term of the Distribution Agreement (the 2.8-year period from March 15, 2024, through December 31, 2026), contending that such damages were speculative and unsupported.

(b) Second, the letter alleged evident partiality under 9 U.S.C. § 10(a)(2) on the part of Presiding Arbitrator Hon. Gerald M. Osterhaus (Ret.), based on an alleged undisclosed prior professional relationship between Judge Osterhaus and Dr. Elias Falkenberg of Falkenberg & Strauss GmbH, Halcyon's German counsel.

47. Halcyon believes both grounds asserted by Respondents are without merit. The lost-profits damages were calculated using a well-established and widely accepted methodology, were supported by extensive documentary evidence and expert testimony, and fell well within the Tribunal's broad discretion to fashion appropriate remedies under the Distribution Agreement and California law. With respect to the alleged evident partiality claim, Halcyon submits that Respondents have failed to identify any actual conflict of interest or any nondisclosure that rises to the level required for vacatur under the exacting standards of the Federal Arbitration Act. Halcyon will address these issues fully in its opposition to any motion to vacate.

48. A true and correct copy of the September 5, 2025 letter from Whitfield, Carruthers & Payne LLP is attached hereto as Exhibit D and is incorporated by reference herein.

10. Derek Calloway's Personal Guaranty

49. As set forth above, Section 12.4 of the Distribution Agreement contains a personal guaranty executed by Derek Calloway, in his individual capacity, as Chief Executive Officer and sixty-two percent (62%) shareholder of Meridian. Pursuant to the personal guaranty, Mr. Calloway personally guaranteed certain obligations of Meridian under the Distribution Agreement, subject to an aggregate liability cap of $10,000,000 (ten million U.S. dollars).

50. The Award was rendered against Meridian as the contracting party to the Distribution Agreement. The personal guaranty executed by Mr. Calloway under Section 12.4 supports enforcement against Mr. Calloway individually, up to the guaranty cap of $10,000,000, for Meridian's obligations under the Distribution Agreement and the Award.

51. Derek Calloway is named as a respondent in the present confirmation proceedings for the purpose of confirming and enforcing the Award to the extent of his personal guaranty obligations under Section 12.4 of the Distribution Agreement.

11. Retention of Calderwood & Harkness LLP

52. On September 30, 2025, Halcyon retained the law firm of Calderwood & Harkness LLP, with offices at 777 South Figueroa Street, Suite 4200, Los Angeles, California 90017, to petition for confirmation of the Award in the United States District Court for the Central District of California and to oppose any motion to vacate the Award that Respondents may file.

53. The engagement is identified under Calderwood & Harkness LLP matter number 1032-00002. I personally executed the engagement letter on behalf of Halcyon Semiconductor AG on September 30, 2025, in my capacity as General Counsel, duly authorized to retain outside counsel for dispute resolution and enforcement matters.

12. Authentication of Exhibits

54. The following exhibits are attached to this declaration and are each authenticated as set forth below:

Exhibit A — Exclusive Distribution Agreement dated September 28, 2016, between Halcyon Semiconductor AG and Meridian Dynamics Inc. I personally supervised the negotiation and execution of this agreement. The attached copy is a true and correct copy of the fully executed original maintained in Halcyon's records in the ordinary course of business at its principal offices in Munich, Germany. I have compared the attached copy to the original and can confirm that it is a complete and accurate reproduction thereof.

Exhibit B — Demand for Arbitration filed April 8, 2024, with the AAA/ICDR, AAA/ICDR Case No. 01-24-0003917. I authorized the filing of this Demand for Arbitration on behalf of Halcyon. The attached copy is a true and correct copy of the document as filed with the ICDR. I have compared the attached copy to the copy retained in Halcyon's files and can confirm that it is a complete and accurate reproduction thereof.

Exhibit C — Final Award dated August 22, 2025, issued by the arbitral tribunal comprising the Honorable Gerald M. Osterhaus (Ret.) (Presiding Arbitrator), Professor Diane K. Sørensen (Claimant's Party-Appointed Arbitrator), and Victor R. Taniguchi, Esq. (Respondent's Party-Appointed Arbitrator), in AAA/ICDR Case No. 01-24-0003917. The attached copy is a true and correct copy of the Award as received by Halcyon from the ICDR on or about August 25, 2025. I have compared the attached copy to the copy received by Halcyon and maintained in its files and can confirm that it is a complete and accurate reproduction thereof.

Exhibit D — Letter dated September 5, 2025, from Whitfield, Carruthers & Payne LLP (Raymond Whitfield), counsel for Meridian Dynamics Inc. and Derek Calloway, to counsel for Halcyon Semiconductor AG, refusing to satisfy the Award and signaling intent to move to vacate the Award. The attached copy is a true and correct copy of the letter as received by Halcyon's counsel. I have reviewed the attached copy and can confirm that it accurately reflects the correspondence received.

13. Ongoing Harm and Need for Confirmation

55. Meridian's refusal to pay the Award has caused and continues to cause significant financial harm to Halcyon. The principal amount of $47,300,000 remains entirely unsatisfied, and post-award interest continues to accrue at the California statutory rate of ten percent (10%) per annum under California Civil Code § 3289 from August 22, 2025 — the date of the Award — until such time as the Award is paid in full.

56. As a result of Respondents' refusal to honor the Award voluntarily, Halcyon has been forced to incur substantial additional legal fees and costs to enforce an arbitration award that was unanimously rendered by a duly constituted three-member Tribunal after seven full days of evidentiary hearings, with full participation by both parties and their counsel, and in strict compliance with the ICDR Rules and the procedural framework agreed upon by the parties in the Distribution Agreement.

57. The delay in payment, the accruing interest obligations, and the ongoing expenditure of legal resources to confirm an award that is final and binding under the ICDR Rules impose a continuing and unjustified burden on Halcyon.

58. Halcyon respectfully requests that this Court confirm the Award in its entirety and enter judgment thereon pursuant to Section 9 of the Federal Arbitration Act, 9 U.S.C. § 9, together with post-award interest as provided in the Award and such further relief as this Court deems just and proper.

I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.

Executed on October \\, 2025, at Munich, Germany.

________________________________________

Dr. Katharina Reinhardt General Counsel Halcyon Semiconductor AG

EXHIBIT LIST

The following exhibits are attached to the Declaration of Dr. Katharina Reinhardt in Support of Petition to Confirm Arbitration Award:

CALDERWOOD & HARKNESS LLP 777 South Figueroa Street, Suite 4200 Los Angeles, California 90017

Linda Osei, Partner Patrick Gallagher, Associate Simone Laroche, Associate

Attorneys for Petitioner Halcyon Semiconductor AG

Exhibit	Description
Exhibit A	Exclusive Distribution Agreement dated September 28, 2016, between Halcyon Semiconductor AG and Meridian Dynamics Inc.
Exhibit B	Demand for Arbitration filed April 8, 2024, with the AAA International Centre for Dispute Resolution (AAA/ICDR Case No. 01-24-0003917)
Exhibit C	Final Award dated August 22, 2025, issued by the Arbitral Tribunal in AAA/ICDR Case No. 01-24-0003917
Exhibit D	Letter from Whitfield, Carruthers & Payne LLP dated September 5, 2025, refusing to satisfy the Award and signaling intent to move to vacate

UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA
HALCYON SEMICONDUCTOR AG, a German Aktiengesellschaft,
Petitioner,
v.
MERIDIAN DYNAMICS INC., a Delaware corporation; and DEREK CALLOWAY, an individual,
Respondents.
Case No. 2:25-cv-08742-RGK-PLA
Hon. Robert G. Kendrick
DECLARATION OF DR. KATHARINA REINHARDT IN SUPPORT OF PETITION TO CONFIRM ARBITRATION AWARD
I, Dr. Katharina Reinhardt, hereby declare under penalty of perjury under the laws of the United States of America, pursuant to 28 U.S.C. § 1746, that the following is true and correct:
I make this declaration in support of the Petition to Confirm Arbitration Award (the "Petition") filed by Halcyon Semiconductor AG ("Halcyon" or "Petitioner") against Meridian Dynamics Inc. ("Meridian") and Derek Calloway ("Calloway") (collectively, "Respondents"). I have personal knowledge of the facts set forth herein, except where stated on information and belief, and I am competent to testify thereto if called as a witness.
1. Identity and Background of Declarant
1. My name is Dr. Katharina Reinhardt. I am over the age of eighteen and I am a citizen and resident of the Federal Republic of Germany.
2. I hold the position of General Counsel (Chefjuristin) of Halcyon Semiconductor AG, a position I have held since March 2015 — a period of more than ten years. Prior to my appointment as General Counsel, I served as Deputy General Counsel at Halcyon from January 2012 through February 2015. I have been employed by Halcyon, in various legal capacities, for over thirteen years.
3. My principal office is located at Halcyon's headquarters at Leopoldstraße 180, 80804 Munich, Germany.
4. In my capacity as General Counsel, I am responsible for overseeing all legal affairs of Halcyon worldwide, including, without limitation, the negotiation and administration of commercial contracts, dispute resolution and litigation management, regulatory compliance, intellectual property matters, and corporate governance. I report directly to the Vorstand (Management Board) of Halcyon Semiconductor AG.
5. I was personally and directly involved in the matters at issue in this proceeding. Specifically, I directly supervised the negotiation and execution of the Exclusive Distribution Agreement between Halcyon and Meridian that is the subject of the underlying arbitration. I oversaw the arbitration proceedings on behalf of Halcyon from their inception through the issuance of the Final Award. I authorized the retention of Calderwood & Harkness LLP to represent Halcyon in the present confirmation and enforcement proceedings before this Court.
2. Halcyon Semiconductor AG — Corporate Background
6. Halcyon Semiconductor AG is an Aktiengesellschaft (stock corporation) organized and existing under the laws of the Federal Republic of Germany. It is registered in the commercial register (Handelsregister) of the Amtsgericht München (Munich Local Court) under registration number HRB 241873.
7. Halcyon's principal offices and headquarters are located at Leopoldstraße 180, 80804 Munich, Germany. The company maintains additional offices and manufacturing facilities in Dresden, Germany; Eindhoven, the Netherlands; and Austin, Texas, United States.
8. Halcyon is a publicly listed company. Its shares are traded on the SIX Swiss Exchange under the ticker symbol "HSAG" (ISIN: DE000A2QRFX7). As of the date of this declaration, Halcyon's market capitalization is approximately €4.8 billion.
9. Halcyon is a manufacturer and developer of high-performance semiconductor products, specializing in power management integrated circuits ("PMICs") and silicon carbide ("SiC") switching modules. These products are critical components in a wide range of electronic applications that require efficient and reliable power conversion and management.
10. Halcyon's key product lines include the PMIC Series HX-400 through HX-900 and the SiC switching module Series SC-200 through SC-500. These product families serve primary end markets in the automotive sector, industrial applications, and renewable-energy systems, including electric vehicle powertrains, solar inverter platforms, and industrial motor drive systems.
11. For fiscal year 2024, Halcyon reported consolidated revenue of approximately €2.14 billion. Approximately twenty-eight percent (28%) of Halcyon's total revenue — approximately $599.2 million equivalent at prevailing exchange rates — was derived from the North American market, making it one of the most significant geographic markets for Halcyon's business.
12. Marcus Pfeiffer serves as Halcyon's Senior Vice President of Global Sales. Mr. Pfeiffer was the primary commercial contact between Halcyon and Meridian with respect to the distribution relationship at issue in this matter. Mr. Pfeiffer reported directly to the Vorstand regarding the status and performance of the U.S. distribution relationship with Meridian throughout the term of the Distribution Agreement.
3. Meridian Dynamics Inc. — Counterparty Background
13. Meridian Dynamics Inc. is a corporation incorporated under the laws of the State of Delaware. Its registered agent address in Delaware is located at 1209 Orange Street, Wilmington, DE 19801.
14. Meridian's principal place of business is located at 2750 Barranca Parkway, Suite 400, Irvine, California 92606, within the Central District of California.
15. Meridian is a specialty electronics components distributor that operates across the western United States. Meridian's business model centers on the procurement, warehousing, and distribution of semiconductor and electronic components to original equipment manufacturers ("OEMs"), contract manufacturers, and design houses throughout the western United States.
16. Derek Calloway is the Chief Executive Officer, founder, and majority shareholder of Meridian, holding approximately sixty-two percent (62%) of Meridian's issued and outstanding equity. Janet Shin serves as Chief Operating Officer and co-founder of Meridian, holding approximately twenty-three percent (23%) of Meridian's equity. Meridian was founded in 2009.
17. Based on publicly available information and information obtained during the course of the arbitration proceedings, Meridian reported revenue of approximately $312 million for the fiscal year ending December 31, 2024.
18. Meridian operates a warehouse and distribution center at 1480 East Fourth Street, Ontario, California 91764, from which it conducted its distribution operations for Halcyon products during the term of the Distribution Agreement.
4. The Exclusive Distribution Agreement
19. On September 28, 2016, Halcyon and Meridian entered into an Exclusive Distribution Agreement (the "Distribution Agreement"), effective as of January 1, 2017, for an initial term of ten (10) years expiring on December 31, 2026. I personally supervised the negotiation and drafting of the Distribution Agreement and was present at its execution.
20. Under the Distribution Agreement, Meridian was appointed as Halcyon's exclusive distributor in the United States for Halcyon's PMIC product line (Series HX-400 through HX-900) and SiC switching modules (Series SC-200 through SC-500). Meridian's exclusive territory encompassed all fifty states of the United States and the District of Columbia.
21. The Distribution Agreement contained a number of key provisions material to the present proceeding, including, but not limited to, the following:
(a) Section 3.2 — Annual Minimum Purchase Commitments. Section 3.2 of the Distribution Agreement established escalating annual minimum purchase commitments for Meridian, commencing at $28 million in Year 1 (calendar year 2017) and increasing on an agreed schedule to $72 million by Year 8 (calendar year 2024). Pursuant to this schedule, the minimum purchase commitment for Year 7 (calendar year 2023) was $65 million.
(b) Section 4.6 — Prohibition on Unauthorized Distribution Channels. Section 4.6 prohibited Meridian from distributing, selling, or otherwise disposing of Halcyon products through any distribution channels, resellers, or intermediaries not expressly authorized in writing by Halcyon. This provision was designed to protect the integrity of Halcyon's authorized channel strategy and to prevent erosion of pricing and brand value through unauthorized or gray-market sales.
(c) Section 7.2 — Non-Compete Obligation. Section 7.2 contained a non-compete clause prohibiting Meridian, during the term of the Distribution Agreement, from distributing, marketing, promoting, or selling competing semiconductor products — specifically, PMICs and SiC switching modules — manufactured by any other manufacturer. This exclusivity obligation was a material inducement for Halcyon's decision to grant Meridian exclusive distribution rights in the United States market.
(d) Section 12.4 — Personal Guaranty of Derek Calloway. Section 12.4 set forth a personal guaranty executed by Derek Calloway, in his individual capacity, of certain obligations of Meridian under the Distribution Agreement. The personal guaranty was subject to an aggregate liability cap of $10,000,000 (ten million U.S. dollars). Mr. Calloway executed this guaranty as part of the original Distribution Agreement.
(e) Section 14.1 — Governing Law. Section 14.1 provided that the Distribution Agreement, and any disputes arising thereunder or in connection therewith, would be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.
(f) Section 14.3 — Arbitration Clause. Section 14.3 provided that any dispute, controversy, or claim arising out of, relating to, or in connection with the Distribution Agreement, including any question regarding its existence, validity, or termination, would be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its International Centre for Dispute Resolution ("ICDR") Rules. The arbitral seat was designated as Los Angeles, California. The clause specified that the arbitral tribunal would consist of three (3) arbitrators, with each party appointing one arbitrator and the two party-appointed arbitrators selecting the presiding arbitrator, or in the absence of agreement, the ICDR appointing the presiding arbitrator in accordance with its Rules.
(g) Section 14.5 — Prevailing-Party Fee-Shifting. Section 14.5 provided that the prevailing party in any dispute arising under or in connection with the Distribution Agreement would be entitled to recover its reasonable attorneys' fees, expert fees, and costs of arbitration from the non-prevailing party.
(h) Dedicated Personnel Requirement. The Distribution Agreement further required Meridian to maintain dedicated sales and technical support staff of no fewer than thirty-five (35) full-time equivalent employees assigned to the Halcyon product lines throughout the term of the agreement. This staffing commitment was intended to ensure that Halcyon's products received adequate commercial attention, technical support, and customer service within the U.S. market.
22. A true and correct copy of the Distribution Agreement is attached hereto as Exhibit A and is incorporated by reference herein.
5. Meridian's Breaches of the Distribution Agreement
23. Beginning in approximately the second quarter of 2023 (specifically, in or about May 2023), Halcyon discovered that Meridian had engaged in conduct constituting material breaches of the Distribution Agreement in multiple respects. These breaches were uncovered through Halcyon's regular commercial monitoring activities, reports from customers and market participants, and a subsequent internal investigation.
24. The material breaches identified by Halcyon were as follows:
(a) Non-Compete Violation (Section 7.2). Halcyon discovered that Meridian had entered into a side distribution arrangement with Solaris Chip Technologies Ltd. ("Solaris"), a private limited company organized under the laws of England and Wales and headquartered in Cambridge, United Kingdom. Solaris is a direct competitor of Halcyon in the semiconductor space, manufacturing and selling PMIC and SiC-based power switching products that directly compete with Halcyon's HX and SC product lines. Meridian's agreement to distribute Solaris products constituted a clear and unambiguous violation of the exclusive non-compete obligation set forth in Section 7.2 of the Distribution Agreement. Evidence obtained during the arbitration proceedings confirmed that Meridian had commenced active distribution of Solaris products as early as March 2023, and that revenues from Solaris product sales were being actively booked by Meridian during the period when Meridian was simultaneously failing to meet its minimum purchase commitments to Halcyon.
(b) Minimum Purchase Shortfall (Section 3.2). Meridian failed to meet its annual minimum purchase commitment of $65 million for calendar year 2023. Halcyon's records, corroborated by Meridian's own purchase order and invoicing data produced in the arbitration, confirmed that Meridian purchased only $41.7 million in Halcyon products during calendar year 2023. This represented a shortfall of $23.3 million, or approximately 35.8% below the contractual minimum. The shortfall was not attributable to any force majeure event, supply-chain disruption on Halcyon's part, or any other excusable cause recognized under the Distribution Agreement. Rather, the evidence demonstrated that Meridian had diverted its commercial efforts and resources toward the competing Solaris product lines.
(c) Gray-Market Diversion (Section 4.6). Halcyon further discovered that Meridian had diverted certain Halcyon products — including units from the HX-700 and SC-400 product lines — to unauthorized gray-market resellers in violation of Section 4.6 of the Distribution Agreement. These unauthorized sales were made to entities that had not been vetted or approved by Halcyon, and the resulting uncontrolled distribution caused measurable price erosion in Halcyon's U.S. market pricing structure, damaged customer relationships with authorized end users, and necessitated significant channel remediation efforts by Halcyon.
25. On November 3, 2023, Halcyon issued a formal written notice of default to Meridian, invoking the cure provisions set forth in the Distribution Agreement and providing Meridian with a ninety (90)-day cure period in which to remedy the identified breaches. I personally approved and authorized the issuance of this notice of default.
26. Meridian failed to cure any of the identified breaches within the ninety-day cure period. Meridian did not offer any substantive response to the notice of default that would have constituted an adequate cure, nor did Meridian take any action to terminate its relationship with Solaris, restore its purchasing volumes to the contractually required minimums, or discontinue gray-market diversion of Halcyon products.
27. On March 15, 2024, Halcyon terminated the Distribution Agreement for cause, effective immediately, pursuant to the termination-for-cause provisions of the agreement. I personally authorized the termination.
6. Commencement of Arbitration
28. On April 8, 2024, Halcyon filed a Demand for Arbitration with the American Arbitration Association's International Centre for Dispute Resolution (the "ICDR") pursuant to Section 14.3 of the Distribution Agreement. The arbitration was commenced under AAA/ICDR Case No. 01-24-0003917. I authorized the filing of the Demand for Arbitration on behalf of Halcyon.
29. Consistent with Section 14.3 of the Distribution Agreement, the arbitration was seated in Los Angeles, California. California law governed the merits of the dispute pursuant to Section 14.1 of the Distribution Agreement.
30. A true and correct copy of the Demand for Arbitration filed on April 8, 2024, is attached hereto as Exhibit B and is incorporated by reference herein.
7. The Arbitral Tribunal and Proceedings
31. On June 19, 2024, a three-member arbitral tribunal (the "Tribunal") was constituted in accordance with the ICDR Rules and Section 14.3 of the Distribution Agreement. The Tribunal was composed of the following arbitrators:
(a) Presiding Arbitrator: The Honorable Gerald M. Osterhaus (Ret.), a former judge of the California Court of Appeal, Second Appellate District, who was selected as presiding arbitrator by agreement of the two party-appointed arbitrators.
(b) Claimant's Party-Appointed Arbitrator: Professor Diane K. Sørensen, an adjunct professor of international commercial law at Westbrook University School of Law, who was appointed by Halcyon as claimant's party-appointed arbitrator.
(c) Respondent's Party-Appointed Arbitrator: Victor R. Taniguchi, Esq., an independent arbitrator and former partner at the law firm of Gessler Hahn LLP, who was appointed by Meridian as respondent's party-appointed arbitrator.
32. The parties engaged in extensive discovery, including the production and review of thousands of documents, written witness statements, and expert reports. The parties also engaged in extensive pre-hearing briefing, including submissions on jurisdictional matters, merits issues, and damages methodology.
33. In connection with the arbitration, Halcyon retained the law firm of Falkenberg & Strauss GmbH, based in Munich, Germany, as German counsel to advise on German law issues and cross-border enforcement strategy. The lead partner at Falkenberg & Strauss for this engagement was Dr. Elias Falkenberg.
34. Halcyon further retained Pinnacle Forensic Advisory LLC as its expert on damages. Dr. Renata Moss, CFA, Managing Director of Pinnacle Forensic Advisory LLC, prepared a comprehensive damages report quantifying Halcyon's losses arising from Meridian's breaches of the Distribution Agreement. Dr. Moss testified before the Tribunal during the evidentiary hearing and was subject to cross-examination by Respondents' counsel.
35. An evidentiary hearing took place over a total of seven (7) hearing days, divided into two hearing sessions: the first session occurred from October 14 through October 18, 2024 (five hearing days), and the second session occurred on November 4 and November 5, 2024 (two hearing days). All hearing sessions were conducted in Los Angeles, California, at the seat of the arbitration.
36. Both parties were represented by counsel throughout the arbitration proceedings. Both parties presented live witness testimony, including fact witnesses and expert witnesses, and submitted extensive documentary evidence. The proceedings were conducted in full compliance with the ICDR Rules and the procedural orders issued by the Tribunal.
37. Meridian was represented throughout the arbitration proceedings by qualified legal counsel. In the post-award phase, Meridian and Derek Calloway were represented by the law firm of Whitfield, Carruthers & Payne LLP, led by Raymond Whitfield, partner, and Alana Choi, senior associate.
8. The Final Award
38. On August 22, 2025, the Tribunal issued a unanimous Final Award (the "Award") in favor of Halcyon and against Meridian. The Award was signed by all three members of the Tribunal.
39. The Award granted Halcyon total damages in the amount of $47,300,000 (forty-seven million three hundred thousand U.S. dollars), comprised of the following components:
(a) Lost Profits (Remaining Term): $31,800,000. The Tribunal awarded $31,800,000 in lost-profits damages, representing the net present value of projected margin that Halcyon would have earned over the unexpired 2.8-year term of the Distribution Agreement (i.e., from the date of termination on March 15, 2024, through the scheduled expiration on December 31, 2026). The lost-profits calculation was discounted at a rate of 8.5% and was based on the damages model prepared and testified to by Dr. Renata Moss, CFA, of Pinnacle Forensic Advisory LLC. The Tribunal found Dr. Moss's methodology to be reliable, well-supported, and consistent with accepted principles of commercial damages analysis.
(b) Shortfall Damages (2023 Minimum Purchase Deficit): $9,200,000. The Tribunal awarded $9,200,000 in damages representing Halcyon's lost margin on the $23.3 million purchase shortfall for calendar year 2023. This figure was calculated by applying Halcyon's average margin of 39.5% to the $23.3 million shortfall ($23,300,000 × 39.5% = $9,203,500), which amount the Tribunal rounded to $9,200,000 in the Award.
(c) Gray-Market Diversion Damages: $4,100,000. The Tribunal awarded $4,100,000 in damages for price erosion and channel remediation costs arising from Meridian's unauthorized diversion of Halcyon products to gray-market resellers in violation of Section 4.6 of the Distribution Agreement. The Tribunal credited Halcyon's evidence regarding the quantifiable impact of the unauthorized resales on Halcyon's pricing structure and the costs Halcyon incurred and would continue to incur to remediate the damage to its authorized distribution channels.
(d) Attorneys' Fees and Arbitration Costs: $2,200,000. The Tribunal awarded $2,200,000 in attorneys' fees and arbitration costs, allocated one hundred percent (100%) to Meridian under the prevailing-party fee-shifting provision set forth in Section 14.5 of the Distribution Agreement. The Tribunal found that Halcyon was the prevailing party in all material respects and that the fees and costs sought were reasonable and adequately documented.
40. In total, the Award provides for damages in the aggregate amount of $31,800,000 + $9,200,000 + $4,100,000 + $2,200,000 = $47,300,000.
41. The Award further provides for post-award interest at the California statutory rate of ten percent (10%) per annum pursuant to California Civil Code § 3289, accruing from the date of the Award (August 22, 2025) until full and final payment. As of the date of this declaration, post-award interest continues to accrue.
42. The Award is final and binding upon the parties. Pursuant to the ICDR Rules, the Award is not subject to appeal. The Distribution Agreement does not provide for any appeal mechanism or any expanded judicial review beyond that which is available under the Federal Arbitration Act, 9 U.S.C. §§ 1–16.
43. A true and correct copy of the Final Award dated August 22, 2025, is attached hereto as Exhibit C and is incorporated by reference herein.
9. Meridian's Refusal to Satisfy the Award
44. Despite the finality of the Award and its binding effect upon the parties, Meridian has refused to pay any portion of the $47,300,000 Award voluntarily. As of the date of this declaration, Meridian has made no payment whatsoever toward satisfaction of the Award.
45. On September 5, 2025, the law firm of Whitfield, Carruthers & Payne LLP, acting on behalf of Meridian Dynamics Inc. and Derek Calloway, sent a letter to counsel for Halcyon formally refusing to satisfy the Award and indicating Respondents' intent to move to vacate the Award under Section 10 of the Federal Arbitration Act, 9 U.S.C. § 10.
46. The September 5, 2025 letter from Whitfield, Carruthers & Payne LLP asserted two grounds for vacatur of the Award:
(a) First, the letter alleged that the Tribunal exceeded its powers under 9 U.S.C. § 10(a)(4) by awarding lost-profits damages for the full unexpired term of the Distribution Agreement (the 2.8-year period from March 15, 2024, through December 31, 2026), contending that such damages were speculative and unsupported.
(b) Second, the letter alleged evident partiality under 9 U.S.C. § 10(a)(2) on the part of Presiding Arbitrator Hon. Gerald M. Osterhaus (Ret.), based on an alleged undisclosed prior professional relationship between Judge Osterhaus and Dr. Elias Falkenberg of Falkenberg & Strauss GmbH, Halcyon's German counsel.
47. Halcyon believes both grounds asserted by Respondents are without merit. The lost-profits damages were calculated using a well-established and widely accepted methodology, were supported by extensive documentary evidence and expert testimony, and fell well within the Tribunal's broad discretion to fashion appropriate remedies under the Distribution Agreement and California law. With respect to the alleged evident partiality claim, Halcyon submits that Respondents have failed to identify any actual conflict of interest or any nondisclosure that rises to the level required for vacatur under the exacting standards of the Federal Arbitration Act. Halcyon will address these issues fully in its opposition to any motion to vacate.
48. A true and correct copy of the September 5, 2025 letter from Whitfield, Carruthers & Payne LLP is attached hereto as Exhibit D and is incorporated by reference herein.
10. Derek Calloway's Personal Guaranty
49. As set forth above, Section 12.4 of the Distribution Agreement contains a personal guaranty executed by Derek Calloway, in his individual capacity, as Chief Executive Officer and sixty-two percent (62%) shareholder of Meridian. Pursuant to the personal guaranty, Mr. Calloway personally guaranteed certain obligations of Meridian under the Distribution Agreement, subject to an aggregate liability cap of $10,000,000 (ten million U.S. dollars).
50. The Award was rendered against Meridian as the contracting party to the Distribution Agreement. The personal guaranty executed by Mr. Calloway under Section 12.4 supports enforcement against Mr. Calloway individually, up to the guaranty cap of $10,000,000, for Meridian's obligations under the Distribution Agreement and the Award.
51. Derek Calloway is named as a respondent in the present confirmation proceedings for the purpose of confirming and enforcing the Award to the extent of his personal guaranty obligations under Section 12.4 of the Distribution Agreement.
11. Retention of Calderwood & Harkness LLP
52. On September 30, 2025, Halcyon retained the law firm of Calderwood & Harkness LLP, with offices at 777 South Figueroa Street, Suite 4200, Los Angeles, California 90017, to petition for confirmation of the Award in the United States District Court for the Central District of California and to oppose any motion to vacate the Award that Respondents may file.
53. The engagement is identified under Calderwood & Harkness LLP matter number 1032-00002. I personally executed the engagement letter on behalf of Halcyon Semiconductor AG on September 30, 2025, in my capacity as General Counsel, duly authorized to retain outside counsel for dispute resolution and enforcement matters.
12. Authentication of Exhibits
54. The following exhibits are attached to this declaration and are each authenticated as set forth below:
Exhibit A — Exclusive Distribution Agreement dated September 28, 2016, between Halcyon Semiconductor AG and Meridian Dynamics Inc. I personally supervised the negotiation and execution of this agreement. The attached copy is a true and correct copy of the fully executed original maintained in Halcyon's records in the ordinary course of business at its principal offices in Munich, Germany. I have compared the attached copy to the original and can confirm that it is a complete and accurate reproduction thereof.
Exhibit B — Demand for Arbitration filed April 8, 2024, with the AAA/ICDR, AAA/ICDR Case No. 01-24-0003917. I authorized the filing of this Demand for Arbitration on behalf of Halcyon. The attached copy is a true and correct copy of the document as filed with the ICDR. I have compared the attached copy to the copy retained in Halcyon's files and can confirm that it is a complete and accurate reproduction thereof.
Exhibit C — Final Award dated August 22, 2025, issued by the arbitral tribunal comprising the Honorable Gerald M. Osterhaus (Ret.) (Presiding Arbitrator), Professor Diane K. Sørensen (Claimant's Party-Appointed Arbitrator), and Victor R. Taniguchi, Esq. (Respondent's Party-Appointed Arbitrator), in AAA/ICDR Case No. 01-24-0003917. The attached copy is a true and correct copy of the Award as received by Halcyon from the ICDR on or about August 25, 2025. I have compared the attached copy to the copy received by Halcyon and maintained in its files and can confirm that it is a complete and accurate reproduction thereof.
Exhibit D — Letter dated September 5, 2025, from Whitfield, Carruthers & Payne LLP (Raymond Whitfield), counsel for Meridian Dynamics Inc. and Derek Calloway, to counsel for Halcyon Semiconductor AG, refusing to satisfy the Award and signaling intent to move to vacate the Award. The attached copy is a true and correct copy of the letter as received by Halcyon's counsel. I have reviewed the attached copy and can confirm that it accurately reflects the correspondence received.
13. Ongoing Harm and Need for Confirmation
55. Meridian's refusal to pay the Award has caused and continues to cause significant financial harm to Halcyon. The principal amount of $47,300,000 remains entirely unsatisfied, and post-award interest continues to accrue at the California statutory rate of ten percent (10%) per annum under California Civil Code § 3289 from August 22, 2025 — the date of the Award — until such time as the Award is paid in full.
56. As a result of Respondents' refusal to honor the Award voluntarily, Halcyon has been forced to incur substantial additional legal fees and costs to enforce an arbitration award that was unanimously rendered by a duly constituted three-member Tribunal after seven full days of evidentiary hearings, with full participation by both parties and their counsel, and in strict compliance with the ICDR Rules and the procedural framework agreed upon by the parties in the Distribution Agreement.
57. The delay in payment, the accruing interest obligations, and the ongoing expenditure of legal resources to confirm an award that is final and binding under the ICDR Rules impose a continuing and unjustified burden on Halcyon.
58. Halcyon respectfully requests that this Court confirm the Award in its entirety and enter judgment thereon pursuant to Section 9 of the Federal Arbitration Act, 9 U.S.C. § 9, together with post-award interest as provided in the Award and such further relief as this Court deems just and proper.
I declare under penalty of perjury under the laws of the United States of America that the foregoing is true and correct.
Executed on October \\, 2025, at Munich, Germany.
________________________________________
Dr. Katharina Reinhardt General Counsel Halcyon Semiconductor AG
EXHIBIT LIST
The following exhibits are attached to the Declaration of Dr. Katharina Reinhardt in Support of Petition to Confirm Arbitration Award:
CALDERWOOD & HARKNESS LLP 777 South Figueroa Street, Suite 4200 Los Angeles, California 90017
Linda Osei, Partner Patrick Gallagher, Associate Simone Laroche, Associate
Attorneys for Petitioner Halcyon Semiconductor AG
Exhibit | Description
Exhibit A | Exclusive Distribution Agreement dated September 28, 2016, between Halcyon Semiconductor AG and Meridian Dynamics Inc.
Exhibit B | Demand for Arbitration filed April 8, 2024, with the AAA International Centre for Dispute Resolution (AAA/ICDR Case No. 01-24-0003917)
Exhibit C | Final Award dated August 22, 2025, issued by the Arbitral Tribunal in AAA/ICDR Case No. 01-24-0003917
Exhibit D | Letter from Whitfield, Carruthers & Payne LLP dated September 5, 2025, refusing to satisfy the Award and signaling intent to move to vacate

UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA

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