Contract analysis

Section 1: Purpose and Scope 1.1 Purpose This Policy establishes the requirements, procedures, and internal controls governing the worksite placement, reassignment, relocation, and domestic and international travel of all Optiwave Semiconductor Corp. ("OWS" or the "Company") employees who hold H-1B specialty occupation visas and O-1A/O-1B extraordinary ability or extraordinary achievement visas (collectively, "visa-h

1. Ensure full compliance with the Immigration and Nationality Act ("INA"), as amended, including the provisions governing H-1B nonimmigrant workers at INA § 101(a)(15)(H)(i)(b) and O-1 nonimmigrant workers at INA § 101(a)(15)(O);

2. Ensure compliance with all applicable regulations promulgated by U.S. Citizenship and Immigration Services ("USCIS"), including 8 CFR § 214.2(h) (governing H-1B classification) and 8 CFR § 214.2(o) (governing O-1 classification);

3. Ensure compliance with U.S. Department of Labor ("DOL") regulations governing Labor Condition Applications ("LCAs"), codified at 20 CFR Part 655, Subpart H, including but not limited to the requirements for prevailing wage attestations, worksite posting, Public Access File maintenance, and the short-term placement exception;

4. Protect OWS from civil and criminal penalties arising from worksite placement violations, LCA non-compliance, unauthorized employment of foreign national workers, or failure to meet employer obligations upon termination of visa-holding employees;

5. Provide clear, operationally practical guidance to OWS managers, supervisors, and human resources personnel regarding their individual responsibilities in maintaining worksite compliance; and

6. Reflect OWS's commitment to lawful employment practices as a non-H-1B-dependent employer. As of the effective date of this Policy, OWS employs approximately 340 individuals across three physical worksites and remote locations. Of these, fourteen (14) employees hold H-1B status, representing approximately 4.12% of the total workforce — well below the 15% threshold that would classify OWS as an "H-1B-dependent emplo

Section 2: Definitions 2.1 Key Terms For purposes of this Policy, the following terms shall have the meanings set forth below. These definitions are intended to provide operational clarity to OWS personnel who may not possess specialized immigration law expertise. In the event of any conflict between these definitions and the definitions provided in the INA, USCIS regulations, or DOL regulations, the statutory and re

Section 3: Designated Optiwave Semiconductor Corp. Worksites OWS currently operates out of three physical worksites, each located in a distinct MSA. Additionally, a subset of the OWS workforce performs work remotely, and OWS personnel occasionally perform services at third-party client sites. This Section describes each designated worksite and its relevance to the Company's immigration compliance obligations. 3.1 Sit

Section 4: Worksite Assignment and LCA Requirements 4.1 General Principle The foundational principle of H-1B worksite compliance is that every H-1B worker must, at all times, be assigned to a worksite that is covered by a certified LCA. The LCA must accurately reflect the Metropolitan Statistical Area in which the worksite is located, the prevailing wage for that MSA corresponding to the worker's occupation, the SOC

1. Worksite change to a new MSA. When the H-1B worker is assigned to a worksite located in a new MSA not covered by the existing certified LCA, a new LCA must be obtained for the new MSA before the worker commences employment at the new location, unless the short-term placement exception applies.

2. Material change in job duties. When the H-1B worker's job duties change materially in a manner that alters the applicable SOC code — for example, if a worker classified under SOC 17-2072 (Electronics Engineers) transitions into a role more properly classified under SOC 15-1252 (Software Developers) — a new LCA reflecting the correct SOC code and corresponding prevailing wage must be filed.

3. Reduction in offered wage. If OWS changes the offered wage to a rate below the wage previously attested on the existing LCA, a new LCA must be filed reflecting the revised wage. OWS's policy is to never reduce the wages of H-1B workers below the level attested on the LCA, but any proposed compensation adjustment for a visa holder must be reviewed by Calderwood & Harkness before implementation.

4. Intra-MSA moves. A worksite move within the same MSA generally does not require a new LCA, as the area of intended employment remains unchanged. However, a new worksite posting is recommended as a best practice, and OWS shall provide such posting for any intra-MSA move. Managers should be aware that an intra-MSA move may nonetheless trigger an H-1B amendment petition obligation if the move is accompanied by other

Section 5: Worksite Change Procedures 5.1 Permanent Reassignment to a Different OWS Site When a business need arises to permanently reassign an H-1B or O-1 worker from one OWS worksite to another OWS worksite located in a different MSA — for example, from Site A (San Jose) to Site B (Austin) — the following step-by-step procedure must be followed: Step 1 — Internal Notification. The hiring manager or VP of Engineerin

1. A new worksite posting on the OWS intranet is recommended and shall be provided as a matter of OWS policy, even where not strictly required by regulation.

2. An H-1B amendment petition may still be required if the intra-MSA move is accompanied by other material changes to the terms or conditions of employment, such as a change in job duties, reporting structure, or job title that alters the nature of the specialty occupation.

3. Calderwood & Harkness should be consulted to confirm that no amendment obligation exists before the reassignment is effectuated.

4. The PAF at the existing worksite should be updated to reflect the new address, if applicable. 5.3 O-1 Worksite Changes O-1 petitions (both O-1A and O-1B) specify the petitioning employer and the worksite(s) where the beneficiary will perform services. Although O-1 workers are not subject to the LCA regime, the approved I-129 petition must accurately reflect the beneficiary's place of employment. Any material chang

Section 6: Short-Term Placement Exception 6.1 Regulatory Framework Under 20 CFR § 655.735, an H-1B worker may be placed at a worksite that is not listed on the worker's certified LCA for a short-term period without triggering a new LCA filing or H-1B amendment obligation, provided that certain conditions are met. This regulatory exception recognizes that the practical realities of business operations may require H-1B

1. Continued Wage Compliance. OWS must continue to pay the H-1B worker at least the required wage — that is, the higher of the prevailing wage for the occupation in the area of the primary worksite and the actual wage paid to similarly employed OWS workers — during the entire period of the short-term placement. The worker's compensation may not be reduced on account of the temporary assignment.

2. Workday Limits. OWS may not place the H-1B worker at the short-term site for more than thirty (30) workdays within any consecutive twelve-month rolling period. If the extended exception is being relied upon, the limit is sixty (60) workdays within any consecutive twelve-month rolling period, subject to the additional conditions specified in the regulation. OWS shall use the thirty-day limit as the default threshol

3. Travel, Lodging, and Subsistence. OWS must pay or reimburse the H-1B worker's reasonable travel expenses, lodging costs, and subsistence (per diem) expenses incurred during the short-term placement. These expenses must not be deducted from the worker's wages. OWS's existing travel and expense reimbursement policies apply, and all reimbursements must be documented.

4. Detailed Tracking. OWS must maintain detailed tracking records for each H-1B worker who travels to a non-LCA worksite, including the specific dates of work at the site, the number of workdays accrued, and the cumulative count for the rolling twelve-month period. The tracking methodology is described in Section 6.4 below. 6.4 Tracking and Documentation Rajesh Anand, Immigration Program Manager, is responsible for m

Section 7: Travel Policies for Visa Holders 7.1 Domestic Business Travel H-1B and O-1 workers may engage in routine domestic business travel — including attendance at conferences, professional meetings, internal training sessions, and industry trade shows — without triggering new LCA or petition obligations, provided that the travel does not constitute a worksite change or short-term placement as defined in this Poli

1. Visa Stamp Validity. The worker must confirm that their visa stamp (the physical visa foil in their passport) is valid for re-entry to the United States. If the visa stamp has expired, the worker must schedule a consular appointment for visa stamp renewal before departing the U.S. Workers should be aware that consular processing times vary significantly by country and post, and that delays or administrative proces

2. Travel Documentation. Workers should carry the following documents when traveling internationally: (a) A copy of their approved I-797 Approval Notice (or receipt notice, if an extension or amendment is pending); (b) A current I-94 Arrival/Departure Record (printable from the CBP I-94 website); (c) An unexpired passport with at least six (6) months of validity beyond the anticipated date of return to the United Sta

3. Advance Notification. Rajesh Anand should be notified of all planned international travel by visa holders at least fourteen (14) calendar days in advance of the departure date. This lead time allows OWS and Calderwood & Harkness to identify any potential issues, such as an expired visa stamp, a pending extension that may affect automatic extension eligibility, or the need for a travel letter from OWS.

4. Advisory Support. Calderwood & Harkness can provide advisory support for visa stamp renewal appointments, preparation of travel letters, and review of entry documentation. Workers who anticipate consular processing should contact Rajesh Anand, who will coordinate with Calderwood & Harkness as needed. 7.3 Travel to Client/Partner Facilities When visa holders travel to third-party client or partner facilities to per

Section 8: Remote Work Policy for Visa Holders 8.1 General Remote Work Guidelines OWS currently has approximately twenty-five (25) employees performing their duties from remote locations, reflecting the Company's flexible work arrangements. However, remote work for H-1B visa holders raises specific compliance concerns that do not apply to U.S. citizen or lawful permanent resident employees. An H-1B worker's home offi

1. The worker must maintain their primary assignment at an LCA-covered worksite. The hybrid arrangement should not alter the fundamental character of the worker's assignment to a specific OWS facility.

2. Periodic telework from a home office located within the same MSA as the approved LCA worksite does not create a new worksite obligation. For example, an H-1B worker assigned to the San Jose headquarters who works from home two days per week from a residence in San Jose does not require a new LCA.

3. Managers may not unilaterally approve a permanent remote-work arrangement for a visa holder — that is, an arrangement under which the visa holder would no longer regularly report to an LCA-covered worksite — without consulting Rajesh Anand and Calderwood & Harkness. A permanent shift to remote work may constitute a material change in employment requiring an amended LCA and petition.

4. If a hybrid arrangement gradually evolves such that the worker is spending the majority of their time working remotely from a location in a different MSA, OWS must treat the remote location as the worker's primary worksite and take appropriate compliance action. 8.3 O-1 Remote Work Considerations O-1 workers are not subject to LCA requirements, and therefore the MSA-based analysis applicable to H-1B workers does n

Section 9: Notification and Approval Procedures 9.1 Internal Notification Chain The integrity of OWS's worksite compliance program depends upon consistent, advance communication between managers, HR, and outside counsel regarding any proposed changes to the work location, assignment, or travel of visa-holding employees. Accordingly, any OWS manager, supervisor, or team lead who is contemplating the reassignment, relo

1. Rajesh Anand, Immigration Program Manager — First point of contact. Notification should be made by email and, for time-sensitive matters, supplemented by phone. Mr. Anand is responsible for initial assessment of the compliance implications and for coordinating with outside counsel.

2. Samantha Kowalski, Director of Human Resources — Must be notified concurrently with or immediately following notification to Mr. Anand. Ms. Kowalski oversees the HR compliance aspects of the change, including PAF updates, I-9 considerations, and coordination with Sentinel Background Verification Corp.

3. Patricia Langford, General Counsel — Must be notified for material changes, policy questions, or any situation with potential legal risk, including proposed terminations, constructive terminations, or situations that may implicate export control regulations. Upon receiving notification, Rajesh Anand will contact Calderwood & Harkness LLP (primary contact: Megan Chu, Lead Associate, at 101 California Street, 27th F

Section 10: Manager and Supervisor Responsibilities 10.1 General Obligations All managers and supervisors who oversee one or more H-1B or O-1 workers bear direct responsibility for ensuring that the worksite compliance requirements of this Policy are observed within their teams. This responsibility is not delegable to the visa-holding employees themselves; the obligation to maintain LCA compliance rests with the empl

1. Understand the worksite compliance requirements set forth in this Policy, including the LCA and petition amendment triggers described in Section 4.4 and the worksite change procedures described in Section 5;

2. Attend the annual immigration compliance training conducted by Calderwood & Harkness LLP (Dr. Lena Marchetti, Of Counsel, Immigration & Global Mobility practice). The estimated cost of this training is $35,000 to $45,000 per year, billed on an hourly basis under the existing engagement agreement. The training covers worksite compliance, FDNS site visit preparedness, LCA obligations, and export control coordination

3. Be familiar with which of their direct reports hold visa status (H-1B, O-1A, or O-1B) and the approved worksite for each visa-holding employee;

4. Consult with Rajesh Anand before making any decision that could affect the work location, travel, or assignment of a visa-holding employee; and

5. Cooperate fully with FDNS officers during unannounced site visits, as described in Section 10.3 below. 10.2 Responsibilities of Key Personnel Dr. Yun-Sheng Chen, VP of Engineering. Dr. Chen has overall responsibility for engineering team worksite assignments across all three OWS facilities. In his capacity as the senior engineering leader, Dr. Chen must approve any proposed reassignment of an engineering visa hold

Section 11: Recordkeeping and Public Access File Obligations 11.1 PAF Maintenance at Each Worksite The DOL requires H-1B employers to maintain a Public Access File at each worksite where H-1B workers are employed. The PAF must be made available for public inspection within one (1) working day of any request. OWS currently maintains PAFs at the following locations: • Site A (San Jose): PAF for eleven (11) H-1B workers

1. Certified LCA (Form ETA-9035/9035E). A copy of the certified LCA, including all pages and the DOL certification stamp or electronic certification confirmation.

2. Prevailing Wage Documentation. A printout from the DOL Online Wage Library or a copy of a Prevailing Wage Determination ("PWD") issued by the OFLC National Prevailing Wage Center, establishing the prevailing wage for the relevant SOC code and wage level in the applicable MSA.

3. Actual Wage Memorandum. A memorandum or document establishing the actual wage paid to similar