Contract analysis

1. Purpose and Scope of Conflict Check This memorandum documents the results of the comprehensive conflicts check conducted by the Office of the General Counsel of Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the proposed representation of Optiwave Semiconductor Corp. ("OWS" or the "Proposed Client") as plaintiff in a patent infringement action to be filed against Lumos Photonics, Inc. ("Lumos"

2. Identification of Parties and Related Entities Searched The following parties, entities, and individuals were identified by the requesting attorney and supplemented by the Conflicts Department through independent research, including review of publicly available corporate filings, SEC disclosures, USPTO assignment records, and the Firm's own internal databases. All entities and individuals listed below were searche

3. Conflict Check Results The Firm's IntegriCheck™ conflict database was queried on May 6, 2022, and supplemental queries were run on May 7 and May 8, 2022, following the identification of additional related entities through independent research. The results of the comprehensive search are set forth below, organized by the entity or individual searched. Where a potential conflict was identified, a detailed analysis f

4. Summary of Findings The following table summarizes the results of the conflicts check for all entities and individuals searched: Three areas required detailed analysis:

1. Vantage Point Capital GP IV, LLC — The Firm's New York corporate/M&A group previously represented this entity in connection with a limited partnership agreement amendment for an unrelated fund vehicle (Vantage Point Capital Partners Fund III, LP) in 2019. That engagement was concluded and closed. The proposed patent infringement litigation on behalf of OWS (a portfolio company of Fund IV) is not the same or substa

2. Ridgeline Asset Management, LLC — Ridgeline is a current client of the Firm (SEC regulatory compliance matters) and is also the largest institutional shareholder of Lumos Photonics, the adverse party. After thorough analysis, the Firm concluded that the proposed representation does not involve direct adversity to Ridgeline and does not create a material limitation on the Firm's ability to represent either OWS or R

3. First Pacific Commerce Bank, N.A. — The Firm previously represented FPCB as borrower's counsel in two unrelated syndicated loan transactions (2017 and 2020, both closed). FPCB is OWS's primary lender and has a lien on OWS's IP assets. The proposed patent litigation is not the same or substantially related matter as the prior loan documentation work. FPCB's interests are aligned with OWS's in the proposed litigatio

5. Ethical Screen Implementation (Ridgeline Precaution) Notwithstanding the determination that no conflict of interest exists with respect to the Firm's concurrent representation of Ridgeline Asset Management, LLC on SEC regulatory compliance matters and the proposed representation of Optiwave Semiconductor Corp. in patent infringement litigation against Lumos Photonics, Inc., the Conflicts Department has determined

1. No confidential information regarding Ridgeline Asset Management, its SEC filings, its investment portfolio, its trading activities, or any other matter relating to the Ridgeline engagements shall be shared with, disclosed to, or made accessible to any member of the OWS litigation team.

2. No confidential information regarding the OWS patent infringement litigation, including litigation strategy, settlement discussions, expert analyses, damages theories, or any other matter relating to the OWS engagement, shall be shared with, disclosed to, or made accessible to any member of the Ridgeline regulatory compliance team.

3. Physical and electronic access controls shall be implemented to ensure separation of the matter files. Access to the electronic files for matter number 1014-00003 shall be restricted to members of the OWS litigation team. Access to the electronic files for matter numbers SF-SEC-2021-0834 and SF-SEC-2022-0112 shall be restricted to members of the Ridgeline regulatory compliance team. The Firm's Information Technolo

4. No attorney or staff member assigned to the OWS litigation team shall discuss any aspect of the OWS litigation with any member of the Ridgeline regulatory compliance team, and vice versa, except through the Conflicts Department in circumstances where such communication is necessary for administrative purposes unrelated to the substance of either engagement.

5. The ethical screen implementation notice (attached hereto as Appendix C) shall be distributed to all screened personnel and acknowledged in writing by each recipient. Duration: The ethical screen shall remain in effect for the duration of both engagements — that is, until both the OWS litigation (matter number 1014-00003) and the Ridgeline regulatory compliance matters (matter numbers SF-SEC-2021-0834 and SF-SEC-2

6. Conclusion and Clearance Based on the comprehensive conflicts check described in this memorandum, the Office of the General Counsel of Calderwood & Harkness LLP has identified, analyzed, and cleared all potential conflicts arising in connection with the proposed engagement of the Firm by Optiwave Semiconductor Corp. as plaintiff in patent infringement litigation against Lumos Photonics, Inc. There is no impediment

7. Attachments / Appendices (Referenced) The following appendices are referenced in this memorandum and are maintained on file with the Office of the General Counsel, Conflicts Department: Appendix A: Conflict Check Request Form — Submitted by Alan Ngo on May 6, 2022, via the Firm's electronic conflict check request portal. The form identifies the proposed client, adverse party, related entities, key individuals, and