Contract analysis

I. PURPOSE AND SCOPE A. Purpose This Deemed Export / Export Control Screening Protocol — Immigration-Specific Procedures (hereinafter, the "Protocol") has been prepared by Calderwood & Harkness LLP at the request and for the sole benefit of Optiwave Semiconductor Corp. ("OWS") to establish a unified, comprehensive protocol that integrates OWS's immigration program with its export control compliance obligations under

1. Ensure that OWS can lawfully employ, onboard, and provide appropriate work access to its eighteen (18) current visa holders and twelve (12) FY2026 pipeline candidates without violating export control laws.

2. Establish a systematic pre-employment screening workflow that evaluates deemed export requirements for each foreign national candidate before immigration petitions are filed or, at minimum, before the beneficiary begins working at OWS.

3. Coordinate the timing of export control screening with immigration filing deadlines to prevent gaps in compliance.

4. Integrate deemed export compliance into OWS's existing Technology Control Plan ("TCP") framework, ensuring that physical, electronic, and oral disclosure access controls align with each foreign national employee's export control clearance level.

5. Establish restricted party screening procedures to ensure that no foreign national employee or candidate appears on any U.S. government restricted party list.

6. Create clear roles, responsibilities, and escalation pathways among OWS personnel, Calderwood & Harkness LLP, and relevant third-party vendors.

7. Provide a recordkeeping and audit framework that satisfies EAR record retention requirements and supports OWS's overall compliance posture. B. Scope of Application This Protocol applies to all foreign national employees and candidates for employment of Optiwave Semiconductor Corp., a Delaware corporation qualified to do business in the States of California, Texas, and Oregon. For purposes of this Protocol, a "fore

II. OWS TECHNOLOGY PROFILE AND EXPORT CONTROL CLASSIFICATION A. Nature of OWS Technology Optiwave Semiconductor Corp. specializes in the design and fabrication of photonic integrated circuits for data center interconnects, a market segment that has experienced significant growth driven by increasing demand for high-bandwidth, low-latency optical communication within and between hyperscale data centers. OWS's technolo

III-V Semiconductor Materials Processing: OWS maintains proprietary expertise in the epitaxial growth, fabrication, and processing of indium phosphide (InP) and gallium arsenide (GaAs) compound semiconductor materials for active photonic devices, including distributed feedback (DFB) lasers, electro-absorption modulators (EAMs), and high-speed photodetectors. This expertise encompasses metal-organic chemical vapor dep

III. DEEMED EXPORT ANALYSIS: IMMIGRATION-SPECIFIC CONSIDERATIONS A. Definition and Triggering Events The deemed export rule, codified at EAR 15 C.F.R. § 734.2(b)(2)(ii), provides that the release of "technology" or "source code" subject to the EAR to a foreign national within the United States is "deemed" to be an export of that technology or source code to the foreign national's country of citizenship or, if the for

IV. DEEMED EXPORT LICENSE EVALUATION PROCEDURES A. Pre-Employment Screening Workflow OWS shall implement the following seven-step pre-employment screening workflow for each foreign national candidate. This workflow must be completed before a visa petition is filed on behalf of the candidate or, at minimum, before the candidate begins working at OWS and gains access to any controlled technology. The workflow is design

V. RESTRICTED PARTY SCREENING PROCEDURES A. Required Screening Lists All foreign national candidates for employment and current foreign national employees of OWS must be screened against the U.S. Government's Consolidated Screening List ("CSL"), which is maintained by the International Trade Administration and encompasses the following component lists: (a) BIS Entity List (Supplement No. 4 to Part 744 of the EAR): Id