Contract analysis

1. Purpose and Summary The purpose of this memorandum is to document the results of the firm's conflicts clearance review conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Optiwave Semiconductor Corp. ("OWS" or the "Prospective Client") for ongoing employment-based visa program legal services. The proposed engagement encompasses representation of OWS as petitio

2. Client Identification 2.1 Prospective Client The following information was gathered from OWS's General Counsel, Patricia Langford, during the intake process, and has been verified against publicly available records and the Prospective Client's audited financial statements provided by Pendleton Accounting Group LLP. Key Personnel: • Chief Executive Officer: Arvind Velathan — Mr. Subramanian co-founded OWS in 2017 a

3. Proposed Engagement Team The following attorneys and staff have been identified as the engagement team for the proposed OWS immigration matter. Each team member has been individually cleared through the Firm's Conflicts Management System to confirm that no personal conflicts of interest exist with respect to any of the parties or entities identified in this memorandum. The staffing structure reflects a cross-pract

4. Parties and Entities Searched 4.1 Complete Search List The following is a comprehensive listing of all entities and individuals submitted to the Firm's Conflicts Management System for screening. This list was compiled based on information provided by Patricia Langford (General Counsel, OWS) and Rajesh Anand (Immigration Program Manager, OWS) during the intake process, supplemented by the Firm's independent researc

1. Optiwave Semiconductor Corp. — Prospective client. 4820 Veltrano Parkway, Suite 300, San Jose, CA 95134. EIN: 82-4931076.

2. Crestline Ventures Fund IV, LP — Majority shareholder of OWS (62.4% equity). 1900 Embarcadero Road, Suite 450, Palo Alto, CA 94303.

3. Crestline Ventures Management IV, LLC — General partner of Crestline Ventures Fund IV, LP. Same address as Crestline IV.

4. Whitfield & Parekh LLP — Prior immigration counsel for OWS. Engagement concluded April 30, 2025. Transitioning files to Calderwood & Harkness on a cooperative basis. 600 Wilshire Boulevard, Suite 1200, Los Angeles, CA 90017.

5. Granville Staffing Solutions, Inc. — Third-party staffing vendor. Certain OWS H-1B employees were initially placed through Granville on a contingent staffing basis before converting to direct OWS employment, which is relevant to the H-1B transfer and amendment petition history for those individuals. 777 South Alameda Street, Suite 200, Los Angeles, CA 90021.

6. Pendleton Accounting Group LLP — OWS's external auditor and tax advisor. Provides annual audited financial statements and prevailing wage analysis support for LCA filings. 2300 Clayton Road, Suite 700, Concord, CA 94520.

7. Ridgeline Relocation Services LLC — Relocation logistics provider engaged by OWS to manage international employee relocation, including temporary housing, shipment of household goods, and destination services. 350 South Figueroa Street, Suite 620, Los Angeles, CA 90071.

8. Sentinel Background Verification Corp. — Background check and E-Verify support provider for OWS. 9100 Centre Pointe Drive, Suite 400, West Chester, OH 45069.

9. Capitol Registered Agents Inc. — OWS's registered agent in the State of Delaware. 1209 Orange Street, Wilmington, DE 19801.

10. Northfield University Research Lab — Current employer of pipeline candidate Dr. Kenji Watanabe, who is a prospective H-1B cap-exempt transfer beneficiary. 2500 University Drive, Northfield, MN 55057.

11. Cascade Institute of Technology — Current employer of pipeline candidate Dr. Ingrid Halvorsen, who is a prospective H-1B cap-exempt transfer beneficiary. 8900 Technology Boulevard, Hillsboro, OR 97124. B. Government Agencies (Noted for Completeness; Not Subject to Conflicts Screening) The following government agencies are identified for the record as entities before which the Firm will appear or file on behalf of

1. Arvind Velathan — Chief Executive Officer, OWS

2. Patricia Langford — General Counsel, OWS

3. Dr. Yun-Sheng Chen — Vice President of Engineering, OWS

4. Samantha Kowalski — Director of Human Resources, OWS

5. Rajesh Anand — Immigration Program Manager, OWS

6. Howard Driscoll — Managing Partner, Crestline Ventures Management IV, LLC

7. Kavita Parekh — Partner, Whitfield & Parekh LLP (lead attorney for OWS at prior counsel)

8. Marcus Hensley, CPA — Engagement Partner, Pendleton Accounting Group LLP

9. Dennis Faulkner — Chief Executive Officer, Granville Staffing Solutions, Inc.

10. Brenda Castillo — Account Manager, Ridgeline Relocation Services LLC

11. Tyler Ng — Account Lead, Sentinel Background Verification Corp. D. Visa Beneficiaries (18 Current Holders + 12 Pipeline Candidates) All thirty (30) individual visa beneficiaries were searched in the Firm's Conflicts Management System by full legal name, with additional cross-referencing against known aliases and prior employers where available. Although beneficiaries are not clients of the Firm (as discussed in S

14. Arjun Krishnamurthy Current O-1 Holders (4):

18. Luciana Moretti FY2026 Pipeline Candidates (12):

5. Conflicts Analysis — Entity-by-Entity Results The following section sets forth the results of the entity-by-entity and individual-by-individual conflicts analysis. Each entry reflects the results of the search conducted in the Firm's Conflicts Management System on May 15, 2025, as well as any additional analysis conducted by the undersigned attorneys. 5.1 Optiwave Semiconductor Corp. Optiwave Semiconductor Corp. i

6. Practice Group and Positional Conflict Review In addition to the entity-by-entity and individual-by-individual conflicts analysis set forth in Section 5, the undersigned conducted a review for potential positional conflicts across the Firm's practice groups. A positional conflict may arise when the Firm takes a legal position on behalf of one client that is materially adverse to a position taken on behalf of anoth

7. Ethical Considerations and Client-Beneficiary Relationship Clarification A critical aspect of employer-side immigration representation is the proper delineation of the attorney-client relationship. In the proposed engagement, Calderwood & Harkness will represent OWS as the petitioner-employer. The individual foreign national employees who are the beneficiaries of the H-1B and O-1 petitions filed by the Firm are no

8. Conclusion and Recommendation Based on the comprehensive conflicts clearance review documented in this memorandum, the undersigned have reached the following conclusions: