Contract analysis

I. Purpose and Scope The purpose of this memorandum is to establish comprehensive standard operating procedures ("SOPs") for Optiwave Semiconductor Corp. ("OWS" or the "Company") in connection with its use of the E-Verify system to verify the employment eligibility of all new hires. These SOPs are designed to ensure that OWS's E-Verify practices are consistent, compliant with all applicable federal requirements, and

II. E-Verify Program Overview A. Legal Framework E-Verify is an internet-based system jointly operated by U.S. Citizenship and Immigration Services ("USCIS") and the Social Security Administration ("SSA"). The system enables participating employers to electronically verify the employment eligibility of newly hired employees by comparing information provided by the employee on the Employment Eligibility Verification f

III. Relationship Between Form I-9 and E-Verify The relationship between the Form I-9 process and E-Verify is sequential and interdependent. Understanding this relationship is essential to ensuring that OWS's onboarding workflow complies with all applicable requirements. The following principles govern the interaction between the two processes:

1. E-Verify follows Form I-9. An E-Verify case must be created only after the employer (or authorized representative) has completed Section 2 of Form I-9. Section 2 is the portion of the form in which the employer examines the employee's identity and employment authorization documents and records the relevant document information. Until Section 2 is complete, there is no basis upon which to create an E-Verify case, a

2. Hire and start of work prerequisite. No E-Verify case may be created before the employee has been hired and has actually commenced work for OWS. An individual who has received a conditional or unconditional offer of employment but has not yet begun working is not yet an "employee" for E-Verify purposes. Creating a case for such an individual would constitute impermissible pre-screening, which is strictly prohibite

3. Prohibition on pre-screening. The E-Verify process must not be used to pre-screen applicants or candidates prior to an offer of employment. This prohibition extends to all stages of the hiring process, including initial application review, interviews, reference checks, and post-offer/pre-start verification. The E-Verify system is designed exclusively for post-hire verification and may not be used for any other pur

4. Verification of Form I-9 information only. E-Verify verifies the information already provided by the employee on Form I-9. It does not independently verify immigration status for purposes unrelated to employment eligibility verification, and it may not be used to check the status of current employees (except in limited circumstances, such as when a new Form I-9 is completed in connection with reverification).

5. Form I-9 completion deadline. All new hires must complete Section 1 of Form I-9 no later than the first day of employment. The employer must complete Section 2 no later than the end of the third business day after the employee's first day of employment. The E-Verify case must be initiated promptly after Section 2 is completed, subject to the timing requirements set forth in Section IV below. These principles apply

IV. Case Creation Timeline and Procedures A. Timing Requirements Under E-Verify program rules, an E-Verify case must be created no later than the third business day after the employee's first day of employment. This is the same deadline that applies to the completion of Section 2 of Form I-9. Because E-Verify case creation depends upon information recorded in Section 2, the two deadlines are functionally concurrent.

1. All E-Verify case results — whether Employment Authorized, TNC, Final Nonconfirmation, or any other outcome — must be printed or saved electronically in a durable format (e.g., PDF).

2. The case verification number assigned by E-Verify must be recorded alongside the employee's Form I-9, either on the form itself (in the additional information field or on a separate attachment) or in the Company's electronic tracking system, so that the E-Verify case can be easily cross-referenced with the corresponding I-9.

3. E-Verify case results and supporting documentation must be stored in a secure, confidential file that is separate from general personnel records. Access to E-Verify files should be limited to the designated E-Verify administrators and, as needed, the General Counsel and outside immigration counsel.

4. The retention period for E-Verify records mirrors the retention period for Form I-9: three (3) years after the date of hire or one (1) year after the date employment terminates, whichever is later. Records should not be destroyed before the expiration of the applicable retention period.

5. Upon expiration of the retention period, E-Verify records should be securely destroyed in accordance with OWS's document retention and destruction policy.

V. Tentative Nonconfirmation (TNC) Procedures A. Overview. A Tentative Nonconfirmation ("TNC") is a case result indicating that the information entered into E-Verify does not initially match records available to SSA or DHS. TNCs are not uncommon and can arise from range causes, including data entry errors, name changes that have not been updated in government records, typographical errors on identity documents, syste

1. Provide the Further Action Notice (FAN). The E-Verify system automatically generates a Further Action Notice ("FAN") whenever a TNC is issued. The administrator must print the FAN and present it to the employee. The FAN is available in English and Spanish; if the employee's primary language is neither English nor Spanish, the administrator should arrange for an interpreter or use translated materials available fro

2. Explain the FAN contents. Using plain, non-technical language, the administrator must explain to the employee: (a) That there is a mismatch between the information provided on Form I-9 and the records maintained by SSA or DHS; (b) That the mismatch does not necessarily mean the employee is unauthorized to work; (c) That the employee has the right to contest the TNC; (d) That if the employee chooses to contest, the

3. Obtain the employee's decision. The employee must sign and date the FAN, indicating whether the employee chooses to contest or not contest the TNC. This decision is the employee's alone; OWS personnel must not coerce, encourage, or discourage the employee in either direction.

4. Refer the case (if contesting). If the employee chooses to contest the TNC, the administrator must refer the case in E-Verify to SSA or DHS, as applicable, and provide the employee with the referral instructions generated by the system. C. SSA TNC Process If the TNC originates from SSA (i.e., an SSA TNC), and the employee elects to contest, the following procedures apply:

1. The employee must visit a local SSA office within eight (8) federal government working days of being notified of the TNC to resolve the mismatch. Federal government working days exclude weekends, federal holidays, and any days on which SSA offices are closed.

2. OWS must allow the employee reasonable time to visit the SSA office during working hours. This may include permitting the employee to take paid or unpaid time off, adjusting the employee's schedule, or otherwise accommodating the employee's need to visit SSA. OWS should not penalize the employee for time spent resolving the TNC.

3. The employee continues working with no adverse action during the entire referral and resolution process.

4. The E-Verify administrator should monitor the E-Verify system for case updates. SSA typically resolves TNC referrals within approximately ten (10) federal government working days after the employee visits the SSA office, though resolution times may vary.

5. Upon resolution, the E-Verify system will update the case status to either "Employment Authorized" or "Final Nonconfirmation." The administrator should check the case status at least every three (3) business days during the pendency of the referral. D. DHS TNC Process If the TNC originates from DHS (i.e., a DHS TNC), and the employee elects to contest, the following procedures apply:

1. The employee must contact USCIS as instructed on the FAN within eight (8) federal government working days of being notified of the TNC. Contact is typically made by calling the USCIS E-Verify hotline or by visiting a USCIS field office, as directed.

2. The employee continues working during the referral period with no adverse action.

3. The E-Verify administrator should monitor the E-Verify system for case updates and check the case status at least every three (3) business days.

4. DHS TNC referrals may take longer to resolve than SSA TNC referrals, depending on the nature of the mismatch and the complexity of the underlying immigration records. The administrator should be patient and allow the process to proceed without pressuring the employee or taking any adverse action. E. Final Nonconfirmation A Final Nonconfirmation results when a TNC is not successfully resolved. This may occur becaus

VI. Photo Matching Procedures A. When Photo Matching Applies The E-Verify system includes a photo matching feature that is triggered automatically when an employee presents certain photo-bearing documents for purposes of Form I-9, Section 2 verification. Specifically, E-Verify will prompt the photo matching step when the employee presents any of the following documents: • U.S. Passport or U.S. Passport Card; • Perman

1. The E-Verify administrator must compare the photograph displayed by the E-Verify system to the photograph on the document presented by the employee.

2. The administrator must determine whether the two photographs reasonably depict the same person. Minor differences in appearance — such as hairstyle changes, aging, weight fluctuation, or the presence or absence of eyeglasses — should not be treated as a mismatch, provided the photographs otherwise reasonably appear to depict the same individual.

3. If the photographs match (i.e., they reasonably appear to depict the same person), the administrator should select "Yes" in the E-Verify system to confirm the match. The case will continue processing.

4. If the photographs do not match (i.e., they do not reasonably appear to depict the same person), the administrator should select "No" in the E-Verify system. Selecting "No" will generate a DHS Tentative Nonconfirmation, which triggers the TNC procedures described in Section V of this memorandum.

5. Critical instruction: The administrator must not compare the E-Verify system photograph to the employee's physical appearance. The comparison is strictly between the photograph displayed by the E-Verify system and the photograph on the document presented by the employee. Comparing the system photograph to the employee's physical appearance is not part of the E-Verify process and could give rise to claims of discri

1. The E-Verify administrator should note in the E-Verify case record whether photo matching was performed and, if so, the outcome of the comparison (match or no match).

2. The administrator should retain a copy of the photo match screen — either by printing the screen or by taking an electronic screenshot — in the employee's E-Verify file. This documentation serves as evidence that the photo matching step was performed and may be useful in the event of a subsequent audit or inquiry.

3. If a photo match results in a DHS TNC, all documentation related to the TNC and subsequent referral process (including the FAN) should be maintained in the same file as the photo match documentation.

VII. Further Action Notice (FAN) Requirements A. When a FAN Is Generated The E-Verify system automatically generates a Further Action Notice ("FAN") whenever a Tentative Nonconfirmation is issued, regardless of whether the TNC originates from SSA or DHS. The FAN is a standardized notice that explains the TNC to the employee, outlines the employee's rights, and provides instructions for contesting the finding. The FAN

1. Print the FAN. The E-Verify administrator must print the FAN from the E-Verify system. A copy should be printed for the employee and a copy should be retained for OWS's records.

2. Present the FAN to the employee privately and promptly. The FAN must be presented to the employee in a private setting — away from coworkers and supervisors who do not need to know about the E-Verify case outcome. The FAN must be presented on the same day the TNC is received or on the next business day at the latest. Unreasonable delay in presenting the FAN to the employee is a violation of E-Verify program rules.

3. Explain the FAN contents. The administrator must explain the contents of the FAN to the employee using plain, non-technical language. The explanation should cover: (a) The nature of the TNC (i.e., that there is a mismatch between the employee's Form I-9 information and government records); (b) The employee's right to contest or not contest the TNC; (c) The specific steps the employee must take if choosing to conte

4. Obtain the employee's signature. The employee must sign and date the FAN, indicating whether the employee chooses to contest or not contest the TNC. If the employee refuses to sign the FAN, the administrator should note on the FAN that the employee was presented with the notice, that the contents were explained, and that the employee declined to sign. The date and time of the presentation should also be noted.

5. Refer the case (if contesting). If the employee indicates that they wish to contest the TNC, the administrator must refer the case in E-Verify to the appropriate agency (SSA or DHS) and provide the employee with the referral instructions generated by the system. The referral instructions include information about how to contact the relevant agency and what documentation the employee may need to bring.

6. Retain the signed FAN. The original signed FAN must be retained in the employee's E-Verify case file. The FAN is a critical document for audit and compliance purposes and should be maintained for the full retention period described in Section XI.

7. Do not take adverse action. OWS must not take any adverse employment action based on the TNC while the employee's contest period is open or while the referral to SSA or DHS is pending. This prohibition remains in effect until the case is resolved with either an "Employment Authorized" result or a Final Nonconfirmation.

VIII. Prohibition on Pre-Screening and Discriminatory Practices A. Pre-Screening Prohibition OWS must not use the E-Verify system to pre-screen job applicants or candidates at any stage of the hiring process before a bona fide offer of employment has been made, accepted by the candidate, and the candidate has commenced work. The pre-screening prohibition is a cornerstone of the E-Verify program and is explicitly set

1. No document demands. OWS must not request specific documents from employees. Employees have the right to choose which acceptable documents to present for Form I-9 purposes from the lists of acceptable documents published by USCIS. OWS may not insist that an employee present a particular document (e.g., a U.S. Passport, a green card, or a specific combination of List B and List C documents).

2. Acceptance of genuine documents. OWS must not refuse to accept documents that reasonably appear to be genuine on their face and that relate to the employee presenting them. The employer's obligation is to examine the documents and determine whether they reasonably appear genuine; the employer is not required to be a document fraud expert.

3. Equal treatment regardless of E-Verify outcome. OWS must not treat employees differently based on the E-Verify case outcome — for example, by delaying start dates, restricting job duties, or placing employees on provisional status based on a pending E-Verify case — except as specifically required by law (e.g., termination following a Final Nonconfirmation). C. Selective Verification Prohibition OWS must verify all

1. E-Verify cases must be created for every new hire at every OWS worksite, without exception.

2. The same case creation timeline (three business days from the first day of employment) must be applied uniformly to all new hires, regardless of the employee's apparent national origin, citizenship status, or the documents presented for Form I-9 purposes.

3. OWS's designated E-Verify administrators should maintain a log of all E-Verify cases created, organized by hire date, to facilitate audit verification that all new hires have been consistently processed through the system.

IX. Integration with Sentinel Background Verification Corp. A. Overview of Integration OWS utilizes Sentinel Background Verification Corp. ("Sentinel BV") as its third-party vendor for employment eligibility verification support, credential authentication, and background screening services. Sentinel BV's designated account lead for the OWS relationship is Tyler Ng, located at Sentinel BV's offices at 9100 Centre Poin

1. When a new hire completes Form I-9 and Section 2 is verified by an authorized OWS representative, the onboarding system transmits relevant data points — including the employee's name, date of birth, Social Security Number (in encrypted form), and document information — to both OWS's internal tracking system and Sentinel BV's platform.

2. Sentinel BV conducts its standard background checks (including criminal history, credential verification, and employment history) in parallel with OWS HR's creation of the E-Verify case. The two processes run concurrently but independently; neither is contingent upon the other's completion.

3. Sentinel BV does not independently create E-Verify cases. E-Verify case creation is performed exclusively by OWS's designated administrators through the E-Verify system. Sentinel BV's platform may flag when a background check is complete and prompt the OWS administrator to create the E-Verify case, but the actual case creation step is performed by OWS personnel within the E-Verify system. C. Coordination Protocols

1. Primary Contact. Tyler Ng serves as OWS's primary contact at Sentinel BV for any issues related to background check completion, credential discrepancies, data reconciliation, or system integration. Tyler Ng may be reached at Sentinel BV's West Chester office.

2. Credential Discrepancies. If Sentinel BV identifies a credential discrepancy during its background screening process — for example, a failure to verify a claimed academic degree, an inconsistency in reported employment history, or an unresolvable discrepancy in personal identifying information — Samantha Kowalski must be notified before the E-Verify case is created. This notification is necessary to ensure that th

3. Confidentiality of E-Verify Results. Sentinel BV must not receive or have access to E-Verify case results. E-Verify case outcomes — including Employment Authorized confirmations, TNCs, Final Nonconfirmations, and any other case statuses — are confidential to OWS and may not be shared with Sentinel BV or any other third party (except as required by law or as necessary for legal consultation with Calderwood & Harkne

4. Audit Access. Electronic I-9 records maintained through the Sentinel BV integration must be accessible to OWS and its counsel for audit purposes. This includes access to electronic I-9 forms, supporting document images, audit trail logs, and any system-generated reports. Sentinel BV must ensure that these records are available in a format suitable for review in connection with the annual I-9 compliance audit, the