Contract analysis

1. Purpose and Summary The purpose of this memorandum is to set forth the proposed staffing assignments, work stream allocation, and detailed budget estimate for Calderwood & Harkness LLP's ("C&H" or the "Firm") representation of Optiwave Semiconductor Corp. ("OWS" or the "Company") as issuer's counsel in connection with the proposed $250,000,000 aggregate principal amount offering of 2.75% Convertible Senior Notes d

2. Transaction Overview The following is a brief structural and economic summary of the Transaction, provided for context in evaluating the proposed staffing and budget allocation. A comprehensive Deal Summary Memorandum will be prepared by Claire Dempsey and circulated to the deal team by approximately March 15, 2023. Issuer. Optiwave Semiconductor Corp. (Nasdaq: OWS) is a Delaware-incorporated, Nasdaq-listed fables

3. Proposed Staffing 3.1 Core Deal Team The following table sets forth the proposed core deal team, together with each team member's role, position, estimated time commitment as a percentage of total anticipated hours, and standard billing rate. Specific hour estimates by work stream are provided in Section 6 below. 3.2 Support Resources In addition to the core deal team, the following support resources will be utili

4. Work Stream Allocation The following sections describe in detail the five principal work streams that constitute the scope of the engagement, together with the assigned personnel, scope of deliverables, budget allocation, and target milestones for each work stream. The work streams are designed to proceed in parallel, with interdependencies managed through regular internal deal team calls (proposed weekly, on Wedn

5. Internal Memoranda and Analysis Work In addition to the externally-facing deliverables described in the work stream allocations above, the deal team will prepare the following internal memoranda and analyses in support of the Transaction. The costs associated with these internal work products are included within the work stream budget allocations described in Section 4 (primarily within Work Streams 3 and 4). Rule

6. Estimated Budget Against Fee Cap 6.1 Summary Budget Table The following table sets forth the estimated hours and fees for each work stream, aggregated across all team members. The allocation is designed to fully utilize the agreed-upon fee cap while maintaining appropriate flexibility for negotiation dynamics and unforeseen complexities. The blended effective rate across all team members, based on the above estima

7. Projected Timeline and Key Milestones The following table sets forth the projected timeline for the Transaction, including key milestones, target dates, and primary responsibility assignments. This timeline is subject to revision based on the organizational call discussions on March 10, 2023, market conditions, and the pace of document negotiation. The above timeline assumes a pricing date in the week of May 22, 2

8. Approval and Next Steps I respectfully request that Theodore Langston review and confirm the staffing plan and budget allocation set forth in this memorandum at his earliest convenience, and in any event prior to the organizational call scheduled for March 10, 2023. Upon receipt of Theodore's approval, I will take the following steps:

1. Circulate Staffing Plan to Deal Team. I will circulate a summary of the staffing plan, work stream assignments, and timeline to the full deal team (Claire Dempsey, Audrey Zhou, and Leonard Cross) in advance of the March 10 organizational call, so that each team member is prepared to discuss their responsibilities and deliverables during the call.

2. Organizational Call Preparation. Claire Dempsey will prepare an agenda for the organizational call, incorporating the key milestones and deliverables identified herein, and will circulate a preliminary closing checklist and distribution list to all transaction parties.

3. Budget Tracking. Theodore Langston's office will establish the budget tracking framework for this matter, including monthly check-ins against the fee cap. I will provide Theodore with updates on actual-versus-budgeted hours at the end of each calendar month, with a more detailed mid-engagement review at approximately the midpoint of the timeline (late April / early May 2023).

4. Scope Change Protocol. Any material changes to the scope of the engagement — including, without limitation, the addition of a Regulation S tranche, a change in the capped call counterparty structure, the filing of a registration statement, or a material expansion of the due diligence process — will be communicated immediately to Theodore Langston for budget re-assessment. If a scope change would reasonably be expe