UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA

The Court has before it the Petition to Confirm Arbitration Award filed by Petitioner Halcyon Semiconductor AG ("Halcyon") on October 14, 2025, together with the Memorandum of Points and Authorities in Support thereof, the Declaration of Dr. Katharina Reinhardt, General Counsel of Halcyon, and all exhibits attached thereto, including a duly authenticated copy of the Final Award and the underlying arbitration agreement.

The Court has reviewed the Final Award dated August 22, 2025 (the "Award"), rendered unanimously by a three-member arbitral tribunal (the "Tribunal") constituted under the rules of the American Arbitration Association, International Centre for Dispute Resolution ("AAA/ICDR"), in AAA/ICDR Case No. 01-24-0003917. The Tribunal consisted of Presiding Arbitrator Hon. Gerald M. Osterhaus (Ret.), Claimant's Party-Appointed Arbitrator Prof. Diane K. Sørensen, and Respondents' Party-Appointed Arbitrator Victor R. Taniguchi, Esq.

The Court notes that the arbitration arose from disputes under an Exclusive Distribution Agreement dated September 28, 2016 (the "Distribution Agreement"), entered into between Halcyon and Respondent Meridian Dynamics Inc. ("Meridian"), which designated AAA/ICDR arbitration seated in Los Angeles, California, as the exclusive dispute resolution mechanism (Section 14.3 of the Distribution Agreement) and California law as the governing law of the Distribution Agreement (Section 14.1 thereof). Respondent Derek Calloway ("Calloway") personally guaranteed certain obligations of Meridian under the Distribution Agreement up to a cap of $10,000,000 pursuant to Section 12.4 thereof.

The Court has considered all opposition papers and cross-motions filed by Respondents Meridian Dynamics Inc. and Derek Calloway, including any and all arguments advanced in support of vacatur of the Award under 9 U.S.C. § 10, and finds that no ground for vacatur or modification has been established under 9 U.S.C. §§ 10 or 11.

The Court has further determined that the Petition is timely filed within the one-year period prescribed by 9 U.S.C. § 9 and that confirmation of the Award is mandatory under the Federal Arbitration Act absent a valid statutory ground for vacatur, modification, or correction.

The Court has subject matter jurisdiction over this proceeding pursuant to 9 U.S.C. § 9 and 28 U.S.C. § 1332 (diversity of citizenship). Petitioner Halcyon Semiconductor AG is an Aktiengesellschaft organized under the laws of the Federal Republic of Germany, with its principal place of business in Munich, Germany. Respondent Meridian Dynamics Inc. is a corporation organized under the laws of the State of Delaware, with its principal place of business at 2750 Barranca Parkway, Suite 400, Irvine, California 92606. Respondent Derek Calloway is an individual domiciled in the State of California. Complete diversity of citizenship exists among all parties, and the amount in controversy exceeds $75,000, exclusive of interest and costs.

Good cause appearing therefor, and the Court being fully advised in the premises;

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED AS FOLLOWS:

I. Confirmation of the Arbitration Award

IT IS HEREBY ORDERED that the Final Award dated August 22, 2025, issued unanimously by the AAA/ICDR Tribunal in Case No. 01-24-0003917, is CONFIRMED in its entirety pursuant to Section 9 of the Federal Arbitration Act, 9 U.S.C. § 9. The Court finds that the Award was made pursuant to a valid and enforceable arbitration agreement, that the Tribunal was properly constituted and had jurisdiction over the parties and the subject matter of the disputes, and that the Award is final, binding, and not subject to any pending challenge before the Tribunal or any other adjudicative body.

II. Denial of Cross-Motion to Vacate

IT IS FURTHER ORDERED that any and all cross-motions by Respondents Meridian Dynamics Inc. and Derek Calloway to vacate the Award under 9 U.S.C. § 10 are hereby DENIED. The Court has carefully considered each of the grounds for vacatur asserted by Respondents, including but not limited to the asserted grounds of evident partiality of the arbitrators under 9 U.S.C. § 10(a)(2) and that the arbitrators exceeded their powers or so imperfectly executed them that a mutual, final, and definite award upon the subject matter submitted was not made under 9 U.S.C. § 10(a)(4). The Court finds that Respondents have failed to carry their heavy burden of demonstrating that any statutory ground for vacatur exists. The standard for vacatur is exceedingly narrow, and courts must accord substantial deference to the decisions of arbitral tribunals. See Oxford Health Plans LLC v. Sutter, 569 U.S. 564, 568–69 (2013); Stolt-Nielsen S.A. v. AnimalFeeds Int'l Corp., 559 U.S. 662, 671 (2010). The Court concludes that the Tribunal acted well within the scope of its authority under the Distribution Agreement and the AAA/ICDR Rules, and that no showing of evident partiality, corruption, undue means, misconduct, or excess of authority has been made.

III. Entry of Judgment

IT IS FURTHER ORDERED that JUDGMENT is hereby entered in favor of Petitioner Halcyon Semiconductor AG and against Respondents Meridian Dynamics Inc. and Derek Calloway, jointly and severally to the extent set forth herein, as follows:

1. Total Award Against Meridian Dynamics Inc. Judgment is entered against Respondent Meridian Dynamics Inc. in the total principal amount of Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000.00), comprising the following categories of damages and costs as determined by the Tribunal in the Award:

(a) $31,800,000.00 in lost-profits damages for the remaining unexpired 2.8-year term of the Distribution Agreement (covering the period from March 15, 2024 through December 31, 2026), calculated by the Tribunal as the net present value of Halcyon's projected distribution margin over the remaining contract term, discounted to present value at a rate of 8.5% per annum, as supported by the expert testimony and financial analyses credited by the Tribunal in the Award;

(b) $9,200,000.00 in shortfall damages arising from Meridian's failure to satisfy its calendar year 2023 minimum purchase commitment of $65,000,000.00 under Section 3.2 of the Distribution Agreement. The Tribunal found that Meridian's actual purchases during calendar year 2023 totaled $41,700,000.00, representing a shortfall of $23,300,000.00, and that Halcyon's lost margin on the shortfall amount, at an average weighted margin of 39.5%, equaled $9,203,500.00, which the Tribunal rounded to $9,200,000.00;

(c) $4,100,000.00 in gray-market diversion damages for price erosion suffered by Halcyon and channel remediation costs incurred and to be incurred by Halcyon arising from Meridian's unauthorized resales of Halcyon products outside of authorized distribution channels and territories, in violation of Section 4.6 of the Distribution Agreement, as found by the Tribunal based on the documentary record and expert testimony presented during the arbitration hearing; and

(d) $2,200,000.00 in reasonable attorneys' fees and arbitration costs awarded to Halcyon as the prevailing party in the arbitration under Section 14.5 of the Distribution Agreement, which provides that the prevailing party in any dispute arising under the Agreement shall be entitled to recover its reasonable attorneys' fees, costs, and expenses of the arbitration proceeding.

2. Joint and Several Liability of Derek Calloway; Personal Guaranty Cap. Judgment is entered against Respondent Derek Calloway, jointly and severally with Respondent Meridian Dynamics Inc., pursuant to the personal guaranty of payment and performance set forth in Section 12.4 of the Distribution Agreement; provided, however, that Calloway's aggregate personal liability under this Judgment shall not exceed Ten Million Dollars ($10,000,000.00), in accordance with the liability cap established under Section 12.4 of the Distribution Agreement and as confirmed by the Tribunal in the Award.

3. Post-Award Interest. The Judgment shall bear post-award interest at the rate of ten percent (10%) per annum pursuant to California Civil Code § 3289, accruing from August 22, 2025 (the date of issuance of the Final Award) and continuing until the date of payment in full. Interest shall be calculated on a simple-interest basis on the outstanding principal balance of the Judgment as reduced by any partial payments. This rate of post-award interest is consistent with the Tribunal's determination in the Award and with applicable California law governing contractual obligations where a contract stipulates a rate of interest or where a contract does not stipulate a rate of interest and the obligation is based on a written instrument.

4. Costs of This Confirmation Proceeding. Respondents Meridian Dynamics Inc. and Derek Calloway, jointly and severally, shall pay Petitioner Halcyon Semiconductor AG's taxable costs incurred in connection with this confirmation proceeding, including filing fees, service of process costs, and any other costs recoverable under law, in an amount to be determined by the Court upon submission of a bill of costs by Petitioner in accordance with Federal Rule of Civil Procedure 54(d)(1) and Local Rule 54 of the Central District of California. Petitioner shall file its bill of costs within the time prescribed by the applicable Local Rules.

IV. Enforcement

This Judgment may be enforced in the same manner as any other final judgment entered in a civil action in this Court, including but not limited to writs of execution, garnishment, attachment, liens, receivership, charging orders, and any and all other post-judgment remedies available under the Federal Rules of Civil Procedure, the laws of the United States, and the laws of the State of California. Nothing in this Order shall be construed to limit or restrict Petitioner's right to pursue enforcement of this Judgment in any jurisdiction, domestic or foreign, where enforcement may be sought.

The Clerk of Court is hereby directed to enter this Judgment forthwith and to close this case for statistical purposes.

IT IS SO ORDERED.

Dated: ______

________________________________________

HON. ROBERT G. KENDRICK United States District Judge United States District Court for the Central District of California

Submitted by counsel for Petitioner:

Linda Osei (Cal. Bar No. 287415) CALDERWOOD & HARKNESS LLP 777 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7800 Facsimile: (213) 555-7801

Email: losei@calderwoodharkness.com

Counsel for Petitioner Halcyon Semiconductor AG Matter No. 1032-00002

HALCYON SEMICONDUCTOR AG, a German Aktiengesellschaft,	Case No. 2:25-cv-08742-RGK-PLA
Petitioner,	[PROPOSED] ORDER CONFIRMING ARBITRATION AWARD AND ENTERING JUDGMENT
v.	Hon. Robert G. Kendrick

United States District Judge

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

Respondents.

UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA
The Court has before it the Petition to Confirm Arbitration Award filed by Petitioner Halcyon Semiconductor AG ("Halcyon") on October 14, 2025, together with the Memorandum of Points and Authorities in Support thereof, the Declaration of Dr. Katharina Reinhardt, General Counsel of Halcyon, and all exhibits attached thereto, including a duly authenticated copy of the Final Award and the underlying arbitration agreement.
The Court has reviewed the Final Award dated August 22, 2025 (the "Award"), rendered unanimously by a three-member arbitral tribunal (the "Tribunal") constituted under the rules of the American Arbitration Association, International Centre for Dispute Resolution ("AAA/ICDR"), in AAA/ICDR Case No. 01-24-0003917. The Tribunal consisted of Presiding Arbitrator Hon. Gerald M. Osterhaus (Ret.), Claimant's Party-Appointed Arbitrator Prof. Diane K. Sørensen, and Respondents' Party-Appointed Arbitrator Victor R. Taniguchi, Esq.
The Court notes that the arbitration arose from disputes under an Exclusive Distribution Agreement dated September 28, 2016 (the "Distribution Agreement"), entered into between Halcyon and Respondent Meridian Dynamics Inc. ("Meridian"), which designated AAA/ICDR arbitration seated in Los Angeles, California, as the exclusive dispute resolution mechanism (Section 14.3 of the Distribution Agreement) and California law as the governing law of the Distribution Agreement (Section 14.1 thereof). Respondent Derek Calloway ("Calloway") personally guaranteed certain obligations of Meridian under the Distribution Agreement up to a cap of $10,000,000 pursuant to Section 12.4 thereof.
The Court has considered all opposition papers and cross-motions filed by Respondents Meridian Dynamics Inc. and Derek Calloway, including any and all arguments advanced in support of vacatur of the Award under 9 U.S.C. § 10, and finds that no ground for vacatur or modification has been established under 9 U.S.C. §§ 10 or 11.
The Court has further determined that the Petition is timely filed within the one-year period prescribed by 9 U.S.C. § 9 and that confirmation of the Award is mandatory under the Federal Arbitration Act absent a valid statutory ground for vacatur, modification, or correction.
The Court has subject matter jurisdiction over this proceeding pursuant to 9 U.S.C. § 9 and 28 U.S.C. § 1332 (diversity of citizenship). Petitioner Halcyon Semiconductor AG is an Aktiengesellschaft organized under the laws of the Federal Republic of Germany, with its principal place of business in Munich, Germany. Respondent Meridian Dynamics Inc. is a corporation organized under the laws of the State of Delaware, with its principal place of business at 2750 Barranca Parkway, Suite 400, Irvine, California 92606. Respondent Derek Calloway is an individual domiciled in the State of California. Complete diversity of citizenship exists among all parties, and the amount in controversy exceeds $75,000, exclusive of interest and costs.
Good cause appearing therefor, and the Court being fully advised in the premises;
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED AS FOLLOWS:
I. Confirmation of the Arbitration Award
IT IS HEREBY ORDERED that the Final Award dated August 22, 2025, issued unanimously by the AAA/ICDR Tribunal in Case No. 01-24-0003917, is CONFIRMED in its entirety pursuant to Section 9 of the Federal Arbitration Act, 9 U.S.C. § 9. The Court finds that the Award was made pursuant to a valid and enforceable arbitration agreement, that the Tribunal was properly constituted and had jurisdiction over the parties and the subject matter of the disputes, and that the Award is final, binding, and not subject to any pending challenge before the Tribunal or any other adjudicative body.
II. Denial of Cross-Motion to Vacate
IT IS FURTHER ORDERED that any and all cross-motions by Respondents Meridian Dynamics Inc. and Derek Calloway to vacate the Award under 9 U.S.C. § 10 are hereby DENIED. The Court has carefully considered each of the grounds for vacatur asserted by Respondents, including but not limited to the asserted grounds of evident partiality of the arbitrators under 9 U.S.C. § 10(a)(2) and that the arbitrators exceeded their powers or so imperfectly executed them that a mutual, final, and definite award upon the subject matter submitted was not made under 9 U.S.C. § 10(a)(4). The Court finds that Respondents have failed to carry their heavy burden of demonstrating that any statutory ground for vacatur exists. The standard for vacatur is exceedingly narrow, and courts must accord substantial deference to the decisions of arbitral tribunals. See Oxford Health Plans LLC v. Sutter, 569 U.S. 564, 568–69 (2013); Stolt-Nielsen S.A. v. AnimalFeeds Int'l Corp., 559 U.S. 662, 671 (2010). The Court concludes that the Tribunal acted well within the scope of its authority under the Distribution Agreement and the AAA/ICDR Rules, and that no showing of evident partiality, corruption, undue means, misconduct, or excess of authority has been made.
III. Entry of Judgment
IT IS FURTHER ORDERED that JUDGMENT is hereby entered in favor of Petitioner Halcyon Semiconductor AG and against Respondents Meridian Dynamics Inc. and Derek Calloway, jointly and severally to the extent set forth herein, as follows:
1. Total Award Against Meridian Dynamics Inc. Judgment is entered against Respondent Meridian Dynamics Inc. in the total principal amount of Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000.00), comprising the following categories of damages and costs as determined by the Tribunal in the Award:
(a) $31,800,000.00 in lost-profits damages for the remaining unexpired 2.8-year term of the Distribution Agreement (covering the period from March 15, 2024 through December 31, 2026), calculated by the Tribunal as the net present value of Halcyon's projected distribution margin over the remaining contract term, discounted to present value at a rate of 8.5% per annum, as supported by the expert testimony and financial analyses credited by the Tribunal in the Award;
(b) $9,200,000.00 in shortfall damages arising from Meridian's failure to satisfy its calendar year 2023 minimum purchase commitment of $65,000,000.00 under Section 3.2 of the Distribution Agreement. The Tribunal found that Meridian's actual purchases during calendar year 2023 totaled $41,700,000.00, representing a shortfall of $23,300,000.00, and that Halcyon's lost margin on the shortfall amount, at an average weighted margin of 39.5%, equaled $9,203,500.00, which the Tribunal rounded to $9,200,000.00;
(c) $4,100,000.00 in gray-market diversion damages for price erosion suffered by Halcyon and channel remediation costs incurred and to be incurred by Halcyon arising from Meridian's unauthorized resales of Halcyon products outside of authorized distribution channels and territories, in violation of Section 4.6 of the Distribution Agreement, as found by the Tribunal based on the documentary record and expert testimony presented during the arbitration hearing; and
(d) $2,200,000.00 in reasonable attorneys' fees and arbitration costs awarded to Halcyon as the prevailing party in the arbitration under Section 14.5 of the Distribution Agreement, which provides that the prevailing party in any dispute arising under the Agreement shall be entitled to recover its reasonable attorneys' fees, costs, and expenses of the arbitration proceeding.
2. Joint and Several Liability of Derek Calloway; Personal Guaranty Cap. Judgment is entered against Respondent Derek Calloway, jointly and severally with Respondent Meridian Dynamics Inc., pursuant to the personal guaranty of payment and performance set forth in Section 12.4 of the Distribution Agreement; provided, however, that Calloway's aggregate personal liability under this Judgment shall not exceed Ten Million Dollars ($10,000,000.00), in accordance with the liability cap established under Section 12.4 of the Distribution Agreement and as confirmed by the Tribunal in the Award.
3. Post-Award Interest. The Judgment shall bear post-award interest at the rate of ten percent (10%) per annum pursuant to California Civil Code § 3289, accruing from August 22, 2025 (the date of issuance of the Final Award) and continuing until the date of payment in full. Interest shall be calculated on a simple-interest basis on the outstanding principal balance of the Judgment as reduced by any partial payments. This rate of post-award interest is consistent with the Tribunal's determination in the Award and with applicable California law governing contractual obligations where a contract stipulates a rate of interest or where a contract does not stipulate a rate of interest and the obligation is based on a written instrument.
4. Costs of This Confirmation Proceeding. Respondents Meridian Dynamics Inc. and Derek Calloway, jointly and severally, shall pay Petitioner Halcyon Semiconductor AG's taxable costs incurred in connection with this confirmation proceeding, including filing fees, service of process costs, and any other costs recoverable under law, in an amount to be determined by the Court upon submission of a bill of costs by Petitioner in accordance with Federal Rule of Civil Procedure 54(d)(1) and Local Rule 54 of the Central District of California. Petitioner shall file its bill of costs within the time prescribed by the applicable Local Rules.
IV. Enforcement
This Judgment may be enforced in the same manner as any other final judgment entered in a civil action in this Court, including but not limited to writs of execution, garnishment, attachment, liens, receivership, charging orders, and any and all other post-judgment remedies available under the Federal Rules of Civil Procedure, the laws of the United States, and the laws of the State of California. Nothing in this Order shall be construed to limit or restrict Petitioner's right to pursue enforcement of this Judgment in any jurisdiction, domestic or foreign, where enforcement may be sought.
The Clerk of Court is hereby directed to enter this Judgment forthwith and to close this case for statistical purposes.
IT IS SO ORDERED.
Dated: ______
________________________________________
HON. ROBERT G. KENDRICK United States District Judge United States District Court for the Central District of California
Submitted by counsel for Petitioner:
Linda Osei (Cal. Bar No. 287415) CALDERWOOD & HARKNESS LLP 777 South Figueroa Street, Suite 4200 Los Angeles, California 90017 Telephone: (213) 555-7800 Facsimile: (213) 555-7801
Email: losei@calderwoodharkness.com
Counsel for Petitioner Halcyon Semiconductor AG Matter No. 1032-00002
HALCYON SEMICONDUCTOR AG, a German Aktiengesellschaft, | Case No. 2:25-cv-08742-RGK-PLA
Petitioner, | [PROPOSED] ORDER CONFIRMING ARBITRATION AWARD AND ENTERING JUDGMENT
v. | Hon. Robert G. Kendrick
United States District Judge
MERIDIAN DYNAMICS INC., a Delaware corporation; and DEREK CALLOWAY, an individual,
Respondents.

UNITED STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA

IT IS HEREBY ORDERED, ADJUDGED, AND DECREED AS FOLLOWS:

IT IS SO ORDERED.

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