1032-00002 · Client 1032 · Engagement

engagement-letter-halcyon.docx DOCUMENT Litigation

10 / 12 ← → ✕

CALDERWOOD & HARKNESS LLP Attorneys at Law

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

Telephone: (213) 555-7800	Facsimile: (213) 555-7801
New York	590 Madison Avenue, 30th Floor, New York, NY 10022

September 30, 2025

VIA EMAIL AND INTERNATIONAL COURIER

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

Re: Engagement of Calderwood & Harkness LLP by Halcyon Semiconductor AG — Confirmation and Enforcement of AAA/ICDR Arbitration Award; Matter No. 1032-00002

Dear Dr. Reinhardt:

1. Purpose and Engagement

Thank you for selecting Calderwood & Harkness LLP to represent Halcyon Semiconductor AG in this important matter. We are pleased to confirm that you have retained Calderwood & Harkness LLP (the "Firm") to represent Halcyon Semiconductor AG ("Halcyon" or "HSAG") (the "Client") in connection with the confirmation and enforcement of the Final Award dated August 22, 2025 (the "Award"), issued by a three-member arbitral panel of the American Arbitration Association, International Centre for Dispute Resolution ("AAA/ICDR"), in AAA/ICDR Case No. 01-24-0003917.

As you are aware, the Award was rendered in favor of Halcyon and against Meridian Dynamics Inc. ("Meridian"), a Delaware corporation with its principal place of business at 2750 Barranca Parkway, Suite 400, Irvine, California 92606, and Derek Calloway, individually (collectively with Meridian, the "Respondents"), in the total amount of Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000), together with post-award interest as specified in the Award.

This letter sets forth the terms and conditions of the engagement between the Firm and the Client (this "Engagement Letter"). This Engagement Letter shall become effective as of the date first written above upon countersignature by an authorized representative of the Client, as provided in Section 18 below. We look forward to working with you and your team at Halcyon to secure a prompt confirmation and effective enforcement of this significant award.

2. Scope of Representation

The Firm is engaged to represent the Client in the following matters:

(a) Petition to Confirm Arbitration Award. Preparation and filing of a Petition to Confirm the Final Award dated August 22, 2025 (the "Confirmation Petition") in the United States District Court for the Central District of California, pursuant to Section 9 of the Federal Arbitration Act, 9 U.S.C. §§ 1–16, and applicable local rules of the Central District. Based on our preliminary review of jurisdictional and venue requirements, we anticipate that the case will be assigned to the Honorable R. Gary Klausner, with Magistrate Judge Paul L. Abrams, and will bear the case designation Case No. 2:25-cv-08742-RGK-PLA. The Firm will be responsible for all briefing, declarations, exhibits, and supporting papers necessary to present the Confirmation Petition, including but not limited to authenticated copies of the arbitration agreement, the Award, and any supplemental submissions required by the Court.

(b) Opposition to Any Motion to Vacate. Preparation and filing of opposition papers in response to any cross-motion or motion by Meridian Dynamics Inc. and/or Derek Calloway to vacate, modify, or correct the Award under 9 U.S.C. § 10 or § 11, including but not limited to the grounds signaled in the letter dated September 5, 2025 from Whitfield, Carruthers & Payne LLP on behalf of Meridian (i.e., alleged evident partiality under 9 U.S.C. § 10(a)(2) and alleged excess of arbitral powers under 9 U.S.C. § 10(a)(4)). This scope of work includes the preparation of reply briefs, sur-replies if permitted by the Court, declarations, evidentiary submissions, and oral argument in connection with any such motion. The Firm will also prepare for and attend any hearing or status conference scheduled by the Court in connection with the Confirmation Petition or any motion to vacate.

(c) Entry of Judgment. Seeking entry of a federal judgment upon confirmation of the Award in the amount of $47,300,000, together with post-award interest at the rate of ten percent (10%) per annum under California Civil Code § 3289, accruing from August 22, 2025 until the date of payment in full. The Firm will prepare and submit a proposed judgment to the Court, and will take all steps necessary to obtain a final, enforceable judgment against the Respondents.

(d) Initial Enforcement Proceedings. Undertaking initial post-judgment enforcement measures against Meridian and Derek Calloway (the latter as personal guarantor under Section 12.4 of the Exclusive Distribution Agreement dated September 28, 2016, as amended, up to the guaranty cap of Ten Million Dollars ($10,000,000)), including but not limited to: (i) recording and filing of judgment liens on real and personal property; (ii) issuance and service of writs of execution; (iii) post-judgment asset discovery, including judgment debtor examinations and subpoenas to third parties for financial records; (iv) applications for orders to appear for examination and for orders directing turnover of assets; and (v) if warranted by the circumstances, applications for prejudgment or post-judgment asset-preservation relief, including but not limited to temporary restraining orders, preliminary injunctions, and orders preventing dissipation of assets. The Firm will coordinate enforcement efforts in the Central District of California and, as necessary, in other federal or state courts within the State of California.

(e) Related Ancillary Proceedings. Any ancillary proceedings reasonably necessary to effectuate the foregoing objectives, including domestication of the federal judgment in other jurisdictions within the United States as appropriate under the Full Faith and Credit Act, 28 U.S.C. § 1738, or applicable state registration-of-judgment statutes, and coordination with local counsel in such jurisdictions as may be required.

Scope Exclusions. This engagement does not include representation in any of the following: (i) any appeal from the district court's order confirming or vacating the Award, whether to the United States Court of Appeals for the Ninth Circuit or otherwise; (ii) any separate litigation, regulatory proceedings, or governmental investigations involving Halcyon, Meridian, or any other party; or (iii) any matters arising under German law, European Union law, or the laws of any other foreign jurisdiction. Representation in an appeal or other matters beyond the scope described above would require a separate engagement letter or a written amendment to this Engagement Letter executed by both parties. The Firm notes that Halcyon's German counsel, Falkenberg & Strauss GmbH (Munich), advised Halcyon during the underlying arbitration proceedings, and coordination with Falkenberg & Strauss on cross-border enforcement issues or questions of German law may be undertaken at the Client's direction. However, any such coordination would not expand the scope of this engagement or impose upon the Firm any obligation to render advice on matters of German or other foreign law.

3. Engagement Team

The following attorneys will be primarily responsible for this matter:

Linda Osei — Responsible Partner, Litigation (General). Ms. Osei is a partner in the Firm's Los Angeles office and co-chair of the International Arbitration Practice Group. Ms. Osei will have overall supervisory responsibility for the engagement and will serve as the primary relationship partner. Ms. Osei has extensive experience in international commercial arbitration, post-award enforcement proceedings, and complex commercial litigation in federal and state courts. She will be the primary point of contact for strategic decisions and significant case developments.

Theodore Langston — Billing Partner, Capital Markets. Mr. Langston is a partner in the Firm's Los Angeles office and serves as the partner primarily responsible for the Firm's existing client relationship with Halcyon Semiconductor AG. Mr. Langston will serve as the billing partner and will be responsible for billing administration, invoice review, and all fee-related communications. While Mr. Langston will not be actively involved in the day-to-day legal work on this matter, he will be available to address any questions or concerns related to billing, fee arrangements, or the overall client relationship.

Patrick Gallagher — Lead Associate, Litigation (General). Mr. Gallagher is a senior associate in the Firm's Los Angeles litigation department with significant experience in federal court practice, arbitration-related proceedings under the Federal Arbitration Act, and post-judgment enforcement. Mr. Gallagher will serve as the lead associate and day-to-day attorney responsible for briefing, court filings, case management, and regular communications with the Client regarding case status and developments.

Simone Laroche — Working Associate, Litigation (General). Ms. Laroche is an associate in the Firm's Los Angeles litigation department. Ms. Laroche will assist with legal research, drafting of memoranda and briefs, document preparation, and other support tasks as directed by Ms. Osei and Mr. Gallagher.

Other attorneys, paralegals, litigation support specialists, or staff of the Firm may be assigned to the matter from time to time as needed in the Firm's professional judgment. The Client will be notified of any material change in the composition of the engagement team, including the reassignment of any of the individuals named above.

4. Billing Rates and Fee Arrangement

The Firm will bill for its services on an hourly basis at the Firm's standard rates for each timekeeper. The current standard hourly rates for the members of the engagement team are as follows:

Rates for paralegals and litigation support staff will vary depending on their level of experience and the nature of their function, ranging from $300 to $450 per hour as indicated above.

These rates are subject to annual adjustment, typically effective January 1 of each calendar year, consistent with the Firm's standard rate-adjustment policies. The Client will be given at least thirty (30) days' prior written notice of any rate increase. Any rate adjustment will apply only to services rendered on or after the effective date of the adjustment.

All time expended by the engagement team and other Firm personnel on this matter will be recorded in increments of one-tenth (0.1) of an hour. The Firm maintains detailed contemporaneous time records for all billable work, which will be reflected on each monthly invoice.

5. Matter Budget Estimate

Based on the Firm's current understanding of the matter, including a preliminary review of the Award, the underlying arbitration record, the September 5, 2025 letter from Whitfield, Carruthers & Payne LLP, and publicly available information concerning Meridian's financial condition and assets, the Firm estimates that total professional fees for this engagement — from commencement through confirmation of the Award and initial enforcement proceedings — will range from Four Hundred Fifty Thousand Dollars ($450,000) to Six Hundred Thousand Dollars ($600,000).

This estimate is exclusive of the following: (a) any appeal from the district court's confirmation or vacatur order; (b) costs and disbursements as described in Section 6 below; and (c) any extraordinary enforcement proceedings that may be required, including but not limited to contested fraudulent-transfer litigation under the California Uniform Voidable Transactions Act (Cal. Civ. Code §§ 3439–3439.14), multi-state domestication actions, or receivership proceedings.

This estimate is provided for budgeting and planning purposes only and does not constitute a cap, a fixed fee, or a guarantee of total fees. Actual fees may be higher or lower than the estimated range depending on a number of factors, including without limitation: the complexity and duration of the confirmation proceedings; the nature, scope, and vigor of any opposition by Meridian or Mr. Calloway; the number and complexity of any motions to vacate; the Court's scheduling and case-management orders; the extent and difficulty of post-judgment enforcement efforts; and any unforeseen developments in the litigation. The Firm will keep the Client regularly informed of the status of fees incurred relative to this estimate and will promptly notify the Client in writing if circumstances suggest that fees will materially exceed the upper end of the estimated range.

6. Costs and Disbursements

In addition to professional fees for attorneys' services, the Client will be responsible for reimbursement of all costs and disbursements reasonably incurred by the Firm in connection with the representation. Such costs and disbursements include, but are not limited to, the following:

• Court filing fees (including the filing fee for the Confirmation Petition and any subsequent motions or post-judgment filings);

• Service of process fees, including fees for professional process servers, the United States marshals Service, and service under the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters, if applicable;

• Courier and overnight delivery charges;

• Travel expenses, including airfare, ground transportation, lodging, and meals, billed at actual cost incurred by Firm personnel in connection with the representation;

• Photocopying and document reproduction charges;

• Electronic legal research services, including charges for access to commercial legal databases such as Westmark Data Systems and Sundial Solutions;

• Expert fees and consulting fees, to the extent any expert or consultant is separately retained with the prior written approval of the Client;

• Transcript fees and court reporter fees for hearings, depositions, or judgment debtor examinations;

• Any fees charged by third-party vendors for asset searches, UCC lien searches, real property title searches, corporate records searches, or similar investigative services; and

• Such other costs and disbursements as may be reasonably necessary in connection with the engagement.

The Firm will seek the Client's prior written approval before incurring any single cost or disbursement in excess of Five Thousand Dollars ($5,000). For all other costs, the Firm will exercise reasonable judgment and will endeavor to minimize costs consistent with effective representation.

7. Retainer

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

The Retainer will be deposited into the Firm's Interest on Lawyers' Trust Account ("IOLTA") and held in accordance with the California Rules of Professional Conduct, Rule 1.15, and all other applicable rules and regulations governing the safekeeping of client funds. Interest earned on the Retainer, if any, will be handled in accordance with applicable IOLTA program requirements.

The Firm may apply the Retainer against invoiced fees and costs as they become due and payable in accordance with the billing and payment terms set forth in Section 8 below. The Client agrees to replenish the Retainer upon written request from the Firm if the balance of the Retainer falls below Fifty Thousand Dollars ($50,000), such replenishment to be made within fifteen (15) business days of the Firm's request.

Any unused portion of the Retainer will be returned to the Client promptly upon the conclusion of the engagement or upon termination of this Engagement Letter, less any outstanding fees and costs then owed to the Firm.

8. Billing and Payment Terms

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

Invoices are due and payable within thirty (30) days of the invoice date. All payments shall be made in United States Dollars.

Invoices will be directed to:

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

Email: k.reinhardt@halcyon-semi.de

The Client may designate an alternative address or email for delivery of invoices by providing written notice to the Firm. Wire transfer instructions for payment will be provided with the first invoice issued under this Engagement Letter.

The Firm reserves the right to charge interest at the rate of one percent (1.0%) per month (twelve percent (12%) per annum) on any amounts remaining unpaid more than sixty (60) days after the invoice date, to the extent permitted by applicable law. The imposition of interest charges shall not constitute a waiver of the Firm's right to terminate the engagement or to exercise any other remedies available under this Engagement Letter or applicable law for nonpayment.

9. Client Responsibilities

The Client agrees to cooperate fully with the Firm in connection with this engagement. Such cooperation includes, without limitation, providing the Firm with timely access to relevant documents, records, data, and information in the Client's possession or control; making officers, directors, employees, agents, and other personnel available for interviews, preparation sessions, and testimony as may be reasonably required; and responding promptly to communications and requests from the engagement team.

The Client designates Dr. Katharina Reinhardt, General Counsel, as the primary point of contact for this engagement. Dr. Reinhardt is authorized to give instructions to the Firm on behalf of the Client, to approve litigation strategy and tactical decisions, and to authorize expenditures and settlements within the scope of her authority. The Firm may also communicate with Marcus Pfeiffer, Senior Vice President of Global Sales, regarding factual and commercial matters related to the underlying dispute and the Respondents' business operations, at the Client's direction and with Dr. Reinhardt's authorization.

The Client shall promptly notify the Firm of any developments that may be relevant to this matter, including without limitation: (i) any communications received by the Client, directly or through any intermediary, from Meridian Dynamics Inc., Derek Calloway, Janet Shin, Whitfield, Carruthers & Payne LLP, or any other counsel representing the Respondents; (ii) any information concerning changes in Meridian's or Mr. Calloway's financial condition, asset holdings, or business operations; (iii) any communications from or on behalf of Brindoval National Bank or any other financial institution concerning the Award, the Respondents' assets, or any liens or encumbrances on such assets; and (iv) any other information that may bear on the confirmation, enforcement, or collection of the Award.

10. Confidentiality and Privilege

The Firm will maintain the confidentiality of all information provided by the Client in connection with this engagement, in accordance with the Firm's obligations under Rule 1.6 of the California Rules of Professional Conduct and all other applicable rules of professional conduct. The Firm will not disclose confidential client information except as authorized by the Client, as required or permitted by applicable law or ethical rules, or as reasonably necessary to carry out the representation.

Communications between the Firm and the Client in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work-product doctrine, to the fullest extent recognized under applicable law. The Client should take care not to disclose such communications to third parties without first consulting with the Firm, as disclosure to persons outside the scope of the privilege could result in a waiver of the attorney-client privilege or work-product protection. This caution applies to communications with the Client's affiliates, business partners, lenders, auditors, and other advisors who are not within the scope of the attorney-client relationship or any applicable common-interest or joint-defense arrangement.

Nothing in this Section 10 shall be construed to limit the Firm's ability to disclose information to the extent required by law, court order, or the rules of professional conduct applicable to the Firm.

11. Conflicts of Interest

The Firm has conducted a conflicts check in accordance with its standard policies and procedures and, based on the information currently available to the Firm, is not aware of any conflict of interest that would prevent it from undertaking this engagement.

Specifically, the Firm does not currently represent, and has not within the past two (2) years represented, Meridian Dynamics Inc., Derek Calloway, Janet Shin, Whitfield, Carruthers & Payne LLP, or Brindoval National Bank in any matter. The Firm may from time to time represent other clients in matters unrelated to this engagement that may involve parties, entities, or individuals referenced in this matter or in the underlying arbitration proceedings; such representations do not create a conflict of interest with respect to this engagement and will not be treated as such absent circumstances requiring otherwise under the applicable rules of professional conduct.

The Client agrees to notify the Firm promptly if the Client becomes aware of any circumstances that may give rise to a potential conflict of interest, including any business, financial, or personal relationship between the Client and any of the parties, counsel, arbitrators, or judicial officers involved in this matter.

12. Termination

Either party may terminate this engagement at any time upon written notice to the other party. Any such termination shall be subject to the Firm's obligations under applicable rules of professional conduct, including but not limited to the requirements of California Rules of Professional Conduct, Rule 1.16, and, if applicable, the obligation to obtain leave of court to withdraw as counsel of record from any pending proceedings before the United States District Court for the Central District of California or any other court.

Upon termination of this engagement, the Client shall remain responsible for payment of all fees incurred and costs advanced or incurred through the effective date of termination. Any unused portion of the Retainer will be refunded to the Client in accordance with Section 7 above.

The Firm may withdraw from the engagement if: (i) the Client fails to pay invoiced amounts in accordance with the terms of this Engagement Letter; (ii) the Client fails to cooperate with the Firm or comply with the Client's obligations under this Engagement Letter; (iii) continued representation would result in a violation of the Firm's ethical obligations under the applicable rules of professional conduct; or (iv) there exists any other ground for withdrawal recognized under applicable law or rules of professional conduct. The Firm will endeavor to provide reasonable advance notice of any withdrawal and to minimize disruption to the Client's interests.

13. Document Retention

Upon conclusion of the engagement, the Firm will, upon the Client's written request, return to the Client all original documents and materials provided by the Client to the Firm in connection with this matter. The Firm will retain copies of the engagement file — including correspondence, memoranda, pleadings, research, and related materials — in accordance with the Firm's document retention policies, which currently provide for retention of closed-matter files for a minimum of seven (7) years following the close of the matter. After expiration of the retention period, the Firm may destroy or dispose of the file without further notice to the Client, unless the Client has previously requested in writing that the file be returned or preserved for a longer period.

The Client acknowledges that the Firm's work product, including internal memoranda, research, drafts, and attorney notes, is the property of the Firm and may be retained by the Firm regardless of any request for return of the file, subject to applicable rules of professional conduct.

14. Limitation of Liability

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

The Client acknowledges that this limitation of liability has been negotiated and agreed upon as part of the overall terms of this engagement and reflects an allocation of risk between the parties.

15. Governing Law and Dispute Resolution

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

Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the Firm's representation of the Client, or the fees, costs, or services rendered hereunder, that cannot be resolved by good-faith negotiation between the parties, shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator and shall be seated in Los Angeles, California. The arbitrator shall have the authority to award any remedy available under applicable law, including attorneys' fees and costs of the arbitration. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, nothing in this Section 15 shall be construed to limit the right of either party to seek provisional or injunctive relief from a court of competent jurisdiction to the extent necessary to preserve the status quo pending the resolution of any dispute by arbitration.

16. Matter Number and Billing References

All correspondence, invoices, filings, and other communications related to this engagement should reference the following:

Matter Number: 1032-00002

Matter Description: Halcyon Semiconductor AG — Confirmation and Enforcement of AAA Award v. Meridian Dynamics Inc. et al.

Court Case No.: 2:25-cv-08742-RGK-PLA (United States District Court, Central District of California)

The Client is requested to include the Matter Number on all payments, correspondence, and communications directed to the Firm in connection with this engagement.

17. Entire Agreement; Amendments

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

This Engagement Letter may be amended, modified, or supplemented only by a written instrument signed by both parties. No waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by the party against whom enforcement of the waiver is sought. No failure or delay by either party in exercising any right or remedy under this Engagement Letter shall operate as a waiver thereof.

18. Acceptance and Countersignature

If the foregoing terms and conditions are acceptable to you, please indicate your acceptance by signing and dating this Engagement Letter in the space provided below and returning a copy to the undersigned. An executed copy may be returned by email (in PDF format) to linda.osei@calderwoodharkness.com or by mail to the Firm's Los Angeles office at the address set forth above. Upon receipt of your countersignature, this Engagement Letter will constitute a binding agreement between the Firm and the Client, and we will commence work on the matter promptly.

We are confident in the strength of Halcyon's position and look forward to working with you to secure the confirmation and enforcement of this significant award. Please do not hesitate to contact me or Patrick Gallagher if you have any questions regarding the terms of this Engagement Letter or the anticipated proceedings.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Linda Osei

Title: Partner

Date: September 30, 2025

ACCEPTED AND AGREED:

HALCYON SEMICONDUCTOR AG

By: ________

Name: Dr. Katharina Reinhardt

Title: General Counsel

Date: ________

Enclosures: None

cc: Theodore Langston, Billing Partner, Calderwood & Harkness LLP cc: Marcus Pfeiffer, SVP Global Sales, Halcyon Semiconductor AG (at direction of Dr. Reinhardt)

Timekeeper	Position	Hourly Rate
Linda Osei	Partner	$1,350
Theodore Langston	Partner	$1,350
Patrick Gallagher	Senior Associate	$875
Simone Laroche	Associate	$725
Paralegals and litigation support staff	Various	$300 – $450

CALDERWOOD & HARKNESS LLP Attorneys at Law
777 South Figueroa Street, Suite 4200 Los Angeles, California 90017
Telephone: (213) 555-7800 | Facsimile: (213) 555-7801
New York | 590 Madison Avenue, 30th Floor, New York, NY 10022
September 30, 2025
VIA EMAIL AND INTERNATIONAL COURIER
Dr. Katharina Reinhardt General Counsel Halcyon Semiconductor AG Leopoldstraße 180 80804 Munich, Germany
Re: Engagement of Calderwood & Harkness LLP by Halcyon Semiconductor AG — Confirmation and Enforcement of AAA/ICDR Arbitration Award; Matter No. 1032-00002
Dear Dr. Reinhardt:
1. Purpose and Engagement
Thank you for selecting Calderwood & Harkness LLP to represent Halcyon Semiconductor AG in this important matter. We are pleased to confirm that you have retained Calderwood & Harkness LLP (the "Firm") to represent Halcyon Semiconductor AG ("Halcyon" or "HSAG") (the "Client") in connection with the confirmation and enforcement of the Final Award dated August 22, 2025 (the "Award"), issued by a three-member arbitral panel of the American Arbitration Association, International Centre for Dispute Resolution ("AAA/ICDR"), in AAA/ICDR Case No. 01-24-0003917.
As you are aware, the Award was rendered in favor of Halcyon and against Meridian Dynamics Inc. ("Meridian"), a Delaware corporation with its principal place of business at 2750 Barranca Parkway, Suite 400, Irvine, California 92606, and Derek Calloway, individually (collectively with Meridian, the "Respondents"), in the total amount of Forty-Seven Million Three Hundred Thousand Dollars ($47,300,000), together with post-award interest as specified in the Award.
This letter sets forth the terms and conditions of the engagement between the Firm and the Client (this "Engagement Letter"). This Engagement Letter shall become effective as of the date first written above upon countersignature by an authorized representative of the Client, as provided in Section 18 below. We look forward to working with you and your team at Halcyon to secure a prompt confirmation and effective enforcement of this significant award.
2. Scope of Representation
The Firm is engaged to represent the Client in the following matters:
(a) Petition to Confirm Arbitration Award. Preparation and filing of a Petition to Confirm the Final Award dated August 22, 2025 (the "Confirmation Petition") in the United States District Court for the Central District of California, pursuant to Section 9 of the Federal Arbitration Act, 9 U.S.C. §§ 1–16, and applicable local rules of the Central District. Based on our preliminary review of jurisdictional and venue requirements, we anticipate that the case will be assigned to the Honorable R. Gary Klausner, with Magistrate Judge Paul L. Abrams, and will bear the case designation Case No. 2:25-cv-08742-RGK-PLA. The Firm will be responsible for all briefing, declarations, exhibits, and supporting papers necessary to present the Confirmation Petition, including but not limited to authenticated copies of the arbitration agreement, the Award, and any supplemental submissions required by the Court.
(b) Opposition to Any Motion to Vacate. Preparation and filing of opposition papers in response to any cross-motion or motion by Meridian Dynamics Inc. and/or Derek Calloway to vacate, modify, or correct the Award under 9 U.S.C. § 10 or § 11, including but not limited to the grounds signaled in the letter dated September 5, 2025 from Whitfield, Carruthers & Payne LLP on behalf of Meridian (i.e., alleged evident partiality under 9 U.S.C. § 10(a)(2) and alleged excess of arbitral powers under 9 U.S.C. § 10(a)(4)). This scope of work includes the preparation of reply briefs, sur-replies if permitted by the Court, declarations, evidentiary submissions, and oral argument in connection with any such motion. The Firm will also prepare for and attend any hearing or status conference scheduled by the Court in connection with the Confirmation Petition or any motion to vacate.
(c) Entry of Judgment. Seeking entry of a federal judgment upon confirmation of the Award in the amount of $47,300,000, together with post-award interest at the rate of ten percent (10%) per annum under California Civil Code § 3289, accruing from August 22, 2025 until the date of payment in full. The Firm will prepare and submit a proposed judgment to the Court, and will take all steps necessary to obtain a final, enforceable judgment against the Respondents.
(d) Initial Enforcement Proceedings. Undertaking initial post-judgment enforcement measures against Meridian and Derek Calloway (the latter as personal guarantor under Section 12.4 of the Exclusive Distribution Agreement dated September 28, 2016, as amended, up to the guaranty cap of Ten Million Dollars ($10,000,000)), including but not limited to: (i) recording and filing of judgment liens on real and personal property; (ii) issuance and service of writs of execution; (iii) post-judgment asset discovery, including judgment debtor examinations and subpoenas to third parties for financial records; (iv) applications for orders to appear for examination and for orders directing turnover of assets; and (v) if warranted by the circumstances, applications for prejudgment or post-judgment asset-preservation relief, including but not limited to temporary restraining orders, preliminary injunctions, and orders preventing dissipation of assets. The Firm will coordinate enforcement efforts in the Central District of California and, as necessary, in other federal or state courts within the State of California.
(e) Related Ancillary Proceedings. Any ancillary proceedings reasonably necessary to effectuate the foregoing objectives, including domestication of the federal judgment in other jurisdictions within the United States as appropriate under the Full Faith and Credit Act, 28 U.S.C. § 1738, or applicable state registration-of-judgment statutes, and coordination with local counsel in such jurisdictions as may be required.
Scope Exclusions. This engagement does not include representation in any of the following: (i) any appeal from the district court's order confirming or vacating the Award, whether to the United States Court of Appeals for the Ninth Circuit or otherwise; (ii) any separate litigation, regulatory proceedings, or governmental investigations involving Halcyon, Meridian, or any other party; or (iii) any matters arising under German law, European Union law, or the laws of any other foreign jurisdiction. Representation in an appeal or other matters beyond the scope described above would require a separate engagement letter or a written amendment to this Engagement Letter executed by both parties. The Firm notes that Halcyon's German counsel, Falkenberg & Strauss GmbH (Munich), advised Halcyon during the underlying arbitration proceedings, and coordination with Falkenberg & Strauss on cross-border enforcement issues or questions of German law may be undertaken at the Client's direction. However, any such coordination would not expand the scope of this engagement or impose upon the Firm any obligation to render advice on matters of German or other foreign law.
3. Engagement Team
The following attorneys will be primarily responsible for this matter:
Linda Osei — Responsible Partner, Litigation (General). Ms. Osei is a partner in the Firm's Los Angeles office and co-chair of the International Arbitration Practice Group. Ms. Osei will have overall supervisory responsibility for the engagement and will serve as the primary relationship partner. Ms. Osei has extensive experience in international commercial arbitration, post-award enforcement proceedings, and complex commercial litigation in federal and state courts. She will be the primary point of contact for strategic decisions and significant case developments.
Theodore Langston — Billing Partner, Capital Markets. Mr. Langston is a partner in the Firm's Los Angeles office and serves as the partner primarily responsible for the Firm's existing client relationship with Halcyon Semiconductor AG. Mr. Langston will serve as the billing partner and will be responsible for billing administration, invoice review, and all fee-related communications. While Mr. Langston will not be actively involved in the day-to-day legal work on this matter, he will be available to address any questions or concerns related to billing, fee arrangements, or the overall client relationship.
Patrick Gallagher — Lead Associate, Litigation (General). Mr. Gallagher is a senior associate in the Firm's Los Angeles litigation department with significant experience in federal court practice, arbitration-related proceedings under the Federal Arbitration Act, and post-judgment enforcement. Mr. Gallagher will serve as the lead associate and day-to-day attorney responsible for briefing, court filings, case management, and regular communications with the Client regarding case status and developments.
Simone Laroche — Working Associate, Litigation (General). Ms. Laroche is an associate in the Firm's Los Angeles litigation department. Ms. Laroche will assist with legal research, drafting of memoranda and briefs, document preparation, and other support tasks as directed by Ms. Osei and Mr. Gallagher.
Other attorneys, paralegals, litigation support specialists, or staff of the Firm may be assigned to the matter from time to time as needed in the Firm's professional judgment. The Client will be notified of any material change in the composition of the engagement team, including the reassignment of any of the individuals named above.
4. Billing Rates and Fee Arrangement
The Firm will bill for its services on an hourly basis at the Firm's standard rates for each timekeeper. The current standard hourly rates for the members of the engagement team are as follows:
Rates for paralegals and litigation support staff will vary depending on their level of experience and the nature of their function, ranging from $300 to $450 per hour as indicated above.
These rates are subject to annual adjustment, typically effective January 1 of each calendar year, consistent with the Firm's standard rate-adjustment policies. The Client will be given at least thirty (30) days' prior written notice of any rate increase. Any rate adjustment will apply only to services rendered on or after the effective date of the adjustment.
All time expended by the engagement team and other Firm personnel on this matter will be recorded in increments of one-tenth (0.1) of an hour. The Firm maintains detailed contemporaneous time records for all billable work, which will be reflected on each monthly invoice.
5. Matter Budget Estimate
Based on the Firm's current understanding of the matter, including a preliminary review of the Award, the underlying arbitration record, the September 5, 2025 letter from Whitfield, Carruthers & Payne LLP, and publicly available information concerning Meridian's financial condition and assets, the Firm estimates that total professional fees for this engagement — from commencement through confirmation of the Award and initial enforcement proceedings — will range from Four Hundred Fifty Thousand Dollars ($450,000) to Six Hundred Thousand Dollars ($600,000).
This estimate is exclusive of the following: (a) any appeal from the district court's confirmation or vacatur order; (b) costs and disbursements as described in Section 6 below; and (c) any extraordinary enforcement proceedings that may be required, including but not limited to contested fraudulent-transfer litigation under the California Uniform Voidable Transactions Act (Cal. Civ. Code §§ 3439–3439.14), multi-state domestication actions, or receivership proceedings.
This estimate is provided for budgeting and planning purposes only and does not constitute a cap, a fixed fee, or a guarantee of total fees. Actual fees may be higher or lower than the estimated range depending on a number of factors, including without limitation: the complexity and duration of the confirmation proceedings; the nature, scope, and vigor of any opposition by Meridian or Mr. Calloway; the number and complexity of any motions to vacate; the Court's scheduling and case-management orders; the extent and difficulty of post-judgment enforcement efforts; and any unforeseen developments in the litigation. The Firm will keep the Client regularly informed of the status of fees incurred relative to this estimate and will promptly notify the Client in writing if circumstances suggest that fees will materially exceed the upper end of the estimated range.
6. Costs and Disbursements
In addition to professional fees for attorneys' services, the Client will be responsible for reimbursement of all costs and disbursements reasonably incurred by the Firm in connection with the representation. Such costs and disbursements include, but are not limited to, the following:
•  Court filing fees (including the filing fee for the Confirmation Petition and any subsequent motions or post-judgment filings);
•  Service of process fees, including fees for professional process servers, the United States marshals Service, and service under the Hague Convention on the Service Abroad of Judicial and Extrajudicial Documents in Civil or Commercial Matters, if applicable;
•  Courier and overnight delivery charges;
•  Travel expenses, including airfare, ground transportation, lodging, and meals, billed at actual cost incurred by Firm personnel in connection with the representation;
•  Photocopying and document reproduction charges;
•  Electronic legal research services, including charges for access to commercial legal databases such as Westmark Data Systems and Sundial Solutions;
•  Expert fees and consulting fees, to the extent any expert or consultant is separately retained with the prior written approval of the Client;
•  Transcript fees and court reporter fees for hearings, depositions, or judgment debtor examinations;
•  Any fees charged by third-party vendors for asset searches, UCC lien searches, real property title searches, corporate records searches, or similar investigative services; and
•  Such other costs and disbursements as may be reasonably necessary in connection with the engagement.
The Firm will seek the Client's prior written approval before incurring any single cost or disbursement in excess of Five Thousand Dollars ($5,000). For all other costs, the Firm will exercise reasonable judgment and will endeavor to minimize costs consistent with effective representation.
7. Retainer
The Client shall pay to the Firm a retainer in the amount of One Hundred Fifty Thousand Dollars ($150,000) (the "Retainer") upon execution of this Engagement Letter. Payment of the Retainer should be made by wire transfer to the Firm's client trust account, with wire instructions to be provided under separate cover upon receipt of the countersigned Engagement Letter.
The Retainer will be deposited into the Firm's Interest on Lawyers' Trust Account ("IOLTA") and held in accordance with the California Rules of Professional Conduct, Rule 1.15, and all other applicable rules and regulations governing the safekeeping of client funds. Interest earned on the Retainer, if any, will be handled in accordance with applicable IOLTA program requirements.
The Firm may apply the Retainer against invoiced fees and costs as they become due and payable in accordance with the billing and payment terms set forth in Section 8 below. The Client agrees to replenish the Retainer upon written request from the Firm if the balance of the Retainer falls below Fifty Thousand Dollars ($50,000), such replenishment to be made within fifteen (15) business days of the Firm's request.
Any unused portion of the Retainer will be returned to the Client promptly upon the conclusion of the engagement or upon termination of this Engagement Letter, less any outstanding fees and costs then owed to the Firm.
8. Billing and Payment Terms
The Firm will issue invoices on a monthly basis for professional services rendered and costs incurred during the preceding calendar month. Each invoice will include a detailed description of the services performed, the timekeeper who performed the services, the time expended, and the applicable hourly rate, together with an itemization of costs and disbursements incurred.
Invoices are due and payable within thirty (30) days of the invoice date. All payments shall be made in United States Dollars.
Invoices will be directed to:
Dr. Katharina Reinhardt General Counsel Halcyon Semiconductor AG Leopoldstraße 180 80804 Munich, Germany
Email: k.reinhardt@halcyon-semi.de
The Client may designate an alternative address or email for delivery of invoices by providing written notice to the Firm. Wire transfer instructions for payment will be provided with the first invoice issued under this Engagement Letter.
The Firm reserves the right to charge interest at the rate of one percent (1.0%) per month (twelve percent (12%) per annum) on any amounts remaining unpaid more than sixty (60) days after the invoice date, to the extent permitted by applicable law. The imposition of interest charges shall not constitute a waiver of the Firm's right to terminate the engagement or to exercise any other remedies available under this Engagement Letter or applicable law for nonpayment.
9. Client Responsibilities
The Client agrees to cooperate fully with the Firm in connection with this engagement. Such cooperation includes, without limitation, providing the Firm with timely access to relevant documents, records, data, and information in the Client's possession or control; making officers, directors, employees, agents, and other personnel available for interviews, preparation sessions, and testimony as may be reasonably required; and responding promptly to communications and requests from the engagement team.
The Client designates Dr. Katharina Reinhardt, General Counsel, as the primary point of contact for this engagement. Dr. Reinhardt is authorized to give instructions to the Firm on behalf of the Client, to approve litigation strategy and tactical decisions, and to authorize expenditures and settlements within the scope of her authority. The Firm may also communicate with Marcus Pfeiffer, Senior Vice President of Global Sales, regarding factual and commercial matters related to the underlying dispute and the Respondents' business operations, at the Client's direction and with Dr. Reinhardt's authorization.
The Client shall promptly notify the Firm of any developments that may be relevant to this matter, including without limitation: (i) any communications received by the Client, directly or through any intermediary, from Meridian Dynamics Inc., Derek Calloway, Janet Shin, Whitfield, Carruthers & Payne LLP, or any other counsel representing the Respondents; (ii) any information concerning changes in Meridian's or Mr. Calloway's financial condition, asset holdings, or business operations; (iii) any communications from or on behalf of Brindoval National Bank or any other financial institution concerning the Award, the Respondents' assets, or any liens or encumbrances on such assets; and (iv) any other information that may bear on the confirmation, enforcement, or collection of the Award.
10. Confidentiality and Privilege
The Firm will maintain the confidentiality of all information provided by the Client in connection with this engagement, in accordance with the Firm's obligations under Rule 1.6 of the California Rules of Professional Conduct and all other applicable rules of professional conduct. The Firm will not disclose confidential client information except as authorized by the Client, as required or permitted by applicable law or ethical rules, or as reasonably necessary to carry out the representation.
Communications between the Firm and the Client in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work-product doctrine, to the fullest extent recognized under applicable law. The Client should take care not to disclose such communications to third parties without first consulting with the Firm, as disclosure to persons outside the scope of the privilege could result in a waiver of the attorney-client privilege or work-product protection. This caution applies to communications with the Client's affiliates, business partners, lenders, auditors, and other advisors who are not within the scope of the attorney-client relationship or any applicable common-interest or joint-defense arrangement.
Nothing in this Section 10 shall be construed to limit the Firm's ability to disclose information to the extent required by law, court order, or the rules of professional conduct applicable to the Firm.
11. Conflicts of Interest
The Firm has conducted a conflicts check in accordance with its standard policies and procedures and, based on the information currently available to the Firm, is not aware of any conflict of interest that would prevent it from undertaking this engagement.
Specifically, the Firm does not currently represent, and has not within the past two (2) years represented, Meridian Dynamics Inc., Derek Calloway, Janet Shin, Whitfield, Carruthers & Payne LLP, or Brindoval National Bank in any matter. The Firm may from time to time represent other clients in matters unrelated to this engagement that may involve parties, entities, or individuals referenced in this matter or in the underlying arbitration proceedings; such representations do not create a conflict of interest with respect to this engagement and will not be treated as such absent circumstances requiring otherwise under the applicable rules of professional conduct.
The Client agrees to notify the Firm promptly if the Client becomes aware of any circumstances that may give rise to a potential conflict of interest, including any business, financial, or personal relationship between the Client and any of the parties, counsel, arbitrators, or judicial officers involved in this matter.
12. Termination
Either party may terminate this engagement at any time upon written notice to the other party. Any such termination shall be subject to the Firm's obligations under applicable rules of professional conduct, including but not limited to the requirements of California Rules of Professional Conduct, Rule 1.16, and, if applicable, the obligation to obtain leave of court to withdraw as counsel of record from any pending proceedings before the United States District Court for the Central District of California or any other court.
Upon termination of this engagement, the Client shall remain responsible for payment of all fees incurred and costs advanced or incurred through the effective date of termination. Any unused portion of the Retainer will be refunded to the Client in accordance with Section 7 above.
The Firm may withdraw from the engagement if: (i) the Client fails to pay invoiced amounts in accordance with the terms of this Engagement Letter; (ii) the Client fails to cooperate with the Firm or comply with the Client's obligations under this Engagement Letter; (iii) continued representation would result in a violation of the Firm's ethical obligations under the applicable rules of professional conduct; or (iv) there exists any other ground for withdrawal recognized under applicable law or rules of professional conduct. The Firm will endeavor to provide reasonable advance notice of any withdrawal and to minimize disruption to the Client's interests.
13. Document Retention
Upon conclusion of the engagement, the Firm will, upon the Client's written request, return to the Client all original documents and materials provided by the Client to the Firm in connection with this matter. The Firm will retain copies of the engagement file — including correspondence, memoranda, pleadings, research, and related materials — in accordance with the Firm's document retention policies, which currently provide for retention of closed-matter files for a minimum of seven (7) years following the close of the matter. After expiration of the retention period, the Firm may destroy or dispose of the file without further notice to the Client, unless the Client has previously requested in writing that the file be returned or preserved for a longer period.
The Client acknowledges that the Firm's work product, including internal memoranda, research, drafts, and attorney notes, is the property of the Firm and may be retained by the Firm regardless of any request for return of the file, subject to applicable rules of professional conduct.
14. Limitation of Liability
To the fullest extent permitted by applicable law and the rules of professional conduct, the Firm's aggregate liability to the Client arising out of or related to this engagement, whether in contract, tort, or otherwise, shall not exceed the total professional fees actually paid by the Client to the Firm under this Engagement Letter. This limitation of liability shall not apply to the extent it is prohibited by applicable law or the rules of professional conduct governing the Firm.
The Client acknowledges that this limitation of liability has been negotiated and agreed upon as part of the overall terms of this engagement and reflects an allocation of risk between the parties.
15. Governing Law and Dispute Resolution
This Engagement Letter and any disputes arising out of or relating to this engagement, the Firm's representation of the Client, or any other aspect of the attorney-client relationship between the parties shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.
Any dispute, controversy, or claim arising out of or relating to this Engagement Letter, the Firm's representation of the Client, or the fees, costs, or services rendered hereunder, that cannot be resolved by good-faith negotiation between the parties, shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator and shall be seated in Los Angeles, California. The arbitrator shall have the authority to award any remedy available under applicable law, including attorneys' fees and costs of the arbitration. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, nothing in this Section 15 shall be construed to limit the right of either party to seek provisional or injunctive relief from a court of competent jurisdiction to the extent necessary to preserve the status quo pending the resolution of any dispute by arbitration.
16. Matter Number and Billing References
All correspondence, invoices, filings, and other communications related to this engagement should reference the following:
Matter Number: 1032-00002
Matter Description: Halcyon Semiconductor AG — Confirmation and Enforcement of AAA Award v. Meridian Dynamics Inc. et al.
Court Case No.: 2:25-cv-08742-RGK-PLA (United States District Court, Central District of California)
The Client is requested to include the Matter Number on all payments, correspondence, and communications directed to the Firm in connection with this engagement.
17. Entire Agreement; Amendments
This Engagement Letter constitutes the entire agreement between the Firm and the Client with respect to the engagement described herein and supersedes all prior discussions, negotiations, representations, and agreements, whether written or oral, relating to the subject matter hereof. No terms, conditions, or provisions not set forth in this Engagement Letter shall be binding upon either party unless agreed to in writing.
This Engagement Letter may be amended, modified, or supplemented only by a written instrument signed by both parties. No waiver of any provision of this Engagement Letter shall be effective unless made in writing and signed by the party against whom enforcement of the waiver is sought. No failure or delay by either party in exercising any right or remedy under this Engagement Letter shall operate as a waiver thereof.
18. Acceptance and Countersignature
If the foregoing terms and conditions are acceptable to you, please indicate your acceptance by signing and dating this Engagement Letter in the space provided below and returning a copy to the undersigned. An executed copy may be returned by email (in PDF format) to linda.osei@calderwoodharkness.com or by mail to the Firm's Los Angeles office at the address set forth above. Upon receipt of your countersignature, this Engagement Letter will constitute a binding agreement between the Firm and the Client, and we will commence work on the matter promptly.
We are confident in the strength of Halcyon's position and look forward to working with you to secure the confirmation and enforcement of this significant award. Please do not hesitate to contact me or Patrick Gallagher if you have any questions regarding the terms of this Engagement Letter or the anticipated proceedings.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Linda Osei
Title: Partner
Date: September 30, 2025
ACCEPTED AND AGREED:
HALCYON SEMICONDUCTOR AG
By: ________
Name: Dr. Katharina Reinhardt
Title: General Counsel
Date: ________
Enclosures: None
cc: Theodore Langston, Billing Partner, Calderwood & Harkness LLP cc: Marcus Pfeiffer, SVP Global Sales, Halcyon Semiconductor AG (at direction of Dr. Reinhardt)
Timekeeper | Position | Hourly Rate
Linda Osei | Partner | $1,350
Theodore Langston | Partner | $1,350
Patrick Gallagher | Senior Associate | $875
Simone Laroche | Associate | $725
Paralegals and litigation support staff | Various | $300 – $450

CALDERWOOD & HARKNESS LLP Attorneys at Law

VIA EMAIL AND INTERNATIONAL COURIER

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED:

HALCYON SEMICONDUCTOR AG

Record

Parties

Dates

Amounts