Contract analysis

1. Purpose and Engagement Overview Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Optiwave Semiconductor Corp. ("OWS" or the "Company") in connection with the Company's employment-based visa program. This engagement letter, bearing reference number SC-OWS-2025-0520-IMM, sets forth the terms and conditions under which the Firm will provide the legal services described herein. O

2. Scope of Engagement 2.1 General Scope The Firm is engaged to provide ongoing legal representation of OWS in connection with employment-based nonimmigrant visa petitions, primarily H-1B specialty occupation visas filed under Section 101(a)(15)(H)(i)(b) of the Immigration and Nationality Act ("INA") and O-1A/O-1B extraordinary ability and extraordinary achievement visas filed under Section 101(a)(15)(O)(i) of the IN

3. Engagement Team and Staffing 3.1 Calderwood & Harkness Team The Firm has assembled a dedicated engagement team to serve OWS's immigration needs. The following attorneys and staff are assigned to this engagement: Nathaniel Bower, Partner — Responsible Partner. Mr. Bower will serve as the Responsible Partner for the engagement, with overall responsibility for engagement oversight, client relationship management, str

4. Fee Structure and Billing 4.1 Hourly Rates The Firm's current standard hourly billing rates applicable to this engagement are as follows: These rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. The Firm will provide at least thirty (30) days' written notice to OWS prior to the effective date of any rate increase. Rate increases will apply prospectively to time

5. Transition from Prior Counsel OWS has advised the Firm that its prior immigration counsel, Whitfield & Parekh LLP, located at 600 Wilshire Boulevard, Suite 1200, Los Angeles, California 90017, handled the Company's immigration matters from approximately June 1, 2019 through April 30, 2025. The transition from Whitfield & Parekh LLP to Calderwood & Harkness LLP is cooperative in nature, and OWS has confirmed that t

6. Client Responsibilities and Cooperation The effectiveness of the Firm's representation is dependent upon the timely cooperation of OWS and its personnel. In connection with this engagement, the Company agrees to the following: (a) Timely and Accurate Information. OWS will provide timely and accurate information necessary for petition preparation, including but not limited to: beneficiary personal data (biographica

7. Conflicts of Interest The Firm conducted a comprehensive conflicts clearance review, which was completed on May 15, 2025. The review encompassed a search of the Firm's conflicts database against all known parties to this engagement, including OWS and its affiliated entities, Crestline Ventures Fund IV, LP, all known beneficiaries of pending or active visa petitions, Whitfield & Parekh LLP, USCIS, the U.S. Departme

8. Confidentiality All information provided by OWS to C&H in connection with this engagement, including but not limited to employee personal data, beneficiary immigration records, corporate financial information, business strategies, and organizational plans, will be treated as confidential and will be protected by the attorney-client privilege and the work product doctrine, to the extent applicable under law. The Fi

9. Term and Termination This engagement is effective as of May 20, 2025, and shall continue in effect until terminated by either party in accordance with the provisions of this Section 9. The engagement is not for a fixed term and will remain in force so long as the parties mutually agree to continue the representation. Either party may terminate this engagement upon thirty (30) days' prior written notice to the othe

10. Limitation of Scope This engagement is limited to the immigration-related legal services described in Section 2 of this engagement letter. The Firm is not engaged to provide, and this engagement letter does not create an obligation to provide, general corporate counsel services, employment law advice (other than as directly related to immigration compliance), tax advice, intellectual property counsel, or any othe

11. No Guarantee of Outcome OWS acknowledges that the outcome of any petition, application, or request filed with USCIS, the U.S. Department of Labor, or any other government agency is within the sole discretion of the adjudicating agency and its officers. The Firm has no ability to control, predict, or guarantee the outcome of any filing. The Firm will exercise its best professional judgment and diligence in prepari

12. Governing Law and Dispute Resolution This engagement letter shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles, and in accordance with the California Rules of Professional Conduct and any other applicable rules governing the practice of law. Any dispute, controversy, or claim arising out of or relating to this engagement let

13. Acceptance and Execution We are pleased to have the opportunity to serve as immigration counsel to Optiwave Semiconductor Corp. and look forward to a productive working relationship. If the terms of this engagement letter are acceptable to OWS, please confirm acceptance by countersigning a copy of this letter in the space provided below and returning it to the undersigned at your earliest convenience. An executed

I-129 Base Filing Fee | $780.00 H-1B Registration Fee | $215.00 Fraud Prevention and Detection Fee | $500.00 ACWIA Fee (employers with 26+ FTEs) | $750.00 Asylum Program Fee (employers with 26+ FTEs) | $600.00 Premium Processing (I-907) | $2,805.00 Total per Cap-Subject Petition | $5,650.00 Fee Component | Amount

I-129 Base Filing Fee | $780.00 Premium Processing (I-907) | $2,805.00 Total per O-1 Petition | $3,585.00 Timekeeper Category | Applicable Personnel | Hourly Rate Partners | Nathaniel Bower, Colette Whitman | $895.00 Of Counsel | Dr. Lena Marchetti | $750.00 Associates | Megan Chu, Derek Okonkwo | $575.00 Paralegals | Tanya Benavides | $295.00 Petition Type | Fee Cap H-1B initial / cap-subject petition (including ass