Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Optiwave Semiconductor Corp. ("OWS," "Optiwave Semi," or the "Client") as lead litigation counsel in connection with the prosecution of patent infringement claims against Lumicore Technologies, Inc. ("Lumicore" or "LTC"), a Delaware corporation headquartered at 9200 Spectrum Boulevard, Building C, Austi

2. Scope of Representation C&H will serve as lead litigation counsel for OWS in connection with the assertion of patent infringement claims against Lumicore Technologies, Inc. The representation encompasses all aspects of the contemplated patent infringement action, including but not limited to the following: (a) Pre-suit investigation and case assessment, including analysis of the accused products, review of prior a

3. Responsible Attorneys The following attorneys will have primary responsibility for the engagement and will serve as the core litigation team: Alan Ngo will serve as the Responsible Partner and principal point of contact within the Firm for all strategic and substantive aspects of the litigation. Marcus Delgado will serve as the Billing Partner and will be available for trial and major hearing appearances. Wendy Sc

4. Billing Rates and Fee Structure 4.1 Standard Hourly Rates (2024) C&H's standard hourly rates for attorneys and paralegals assigned to this matter are set forth below. These rates are effective as of January 1, 2024, and reflect the Firm's standard 2024 rate schedule for intellectual property litigation engagements. Partners: • Alan Ngo, Partner: $1,350 per hour • Marcus Delgado, Partner: $1,150 per hour The standa

5. Costs and Disbursements In addition to professional fees, OWS shall be responsible for all reasonable and necessary costs and disbursements incurred by C&H in connection with the representation. Such costs and disbursements include, but are not limited to, the following: (a) Court filing fees and service-of-process costs, including fees for service by private process server if necessary; (b) Pro hac vice admission

6. Litigation Budget Attached to this Letter as Exhibit A is a detailed phase-by-phase litigation budget (the "Litigation Budget") totaling Eighteen Million Five Hundred Thousand Dollars ($18,500,000) through the conclusion of trial. The Litigation Budget has been prepared by C&H based on its experience in comparable patent infringement matters and has been submitted separately to Ridgeline Capital Partners, LP for b

7. Conflict of Interest Disclosure and Waiver C&H has conducted a thorough conflict of interest check in connection with this engagement, the results of which are documented in the Firm's internal conflicts memorandum dated March 14, 2024. The conflict check revealed that C&H has previously performed unrelated legal work for Silverstone Capital Markets LLC, which C&H understands to be Lumicore Technologies, Inc.'s in

8. Client Responsibilities and Communications The effectiveness of C&H's representation depends in significant part on OWS's active cooperation and engagement throughout the course of the litigation. OWS agrees to cooperate fully with C&H in connection with the representation, including by: (a) Providing timely access to documents, data, and witnesses relevant to the litigation, including technical documentation, eng

9. Confidentiality C&H acknowledges that in the course of the representation, C&H will have access to confidential, proprietary, and trade-secret information of OWS, including but not limited to financial data, engineering specifications, semiconductor fabrication processes, product designs, customer lists, pricing information, supplier agreements, and strategic plans (collectively, "OWS Confidential Information"). C

10. Insurance OWS has informed C&H that it maintains directors' and officers' liability insurance and litigation-cost insurance through Pacific Rim Insurance Group, under Policy No. PLI-2023-08812 (the "Policy"). C&H will provide notice of this engagement and the filing of the patent infringement action to Pacific Rim Insurance Group promptly after the complaint is filed, as required under the terms of the Policy. C&

11. Termination Either party may terminate this engagement at any time upon thirty (30) days' written notice to the other party, subject to the following terms and conditions. Termination by OWS. In the event that OWS elects to terminate this engagement, OWS shall remain obligated to pay all fees and costs incurred by C&H through the effective date of termination, as well as any fees and costs reasonably incurred by

12. Limitation of Scope / No Guarantee of Outcome This engagement is limited to the scope of representation described in Section 2 above. Any expansion of the scope of representation — including, without limitation, the assertion of claims against additional parties, representation in related proceedings not described in Section 2, or the provision of legal services in non-litigation intellectual property matters — m

13. 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. Any dispute, controversy, or claim arising out of or relating to this engagement letter, including but not limited to disputes regarding the calculation, payment, or amount of fees (including the Success Fee), cost

14. Entire Agreement / Amendment This engagement letter, together with all exhibits and attachments hereto (including Exhibit A — Litigation Budget Summary and Exhibit B — Billing Rate Schedule), constitutes the entire agreement between C&H and OWS with respect to the subject matter hereof. This Letter supersedes all prior negotiations, discussions, representations, and agreements between the parties, whether written

15. Acceptance and Execution We are enthusiastic about the opportunity to represent Optiwave Semiconductor Corp. in this important matter and are confident that the Firm's deep experience in patent infringement litigation, particularly in the silicon photonics and semiconductor space, will serve OWS well. We look forward to working closely with you and your team to achieve a favorable outcome. Please indicate OWS's a