Contract analysis

1. RECITALS 1.1 Identification of the Parties A. Calderwood & Harkness LLP is a limited liability partnership organized and existing under the laws of the State of California, maintaining its principal office at 350 South Grand Avenue, 48th Floor, Los Angeles, California 90071, and a second office at 1201 F Street NW, Suite 700, Washington, D.C. 20004. C&H is a nationally recognized intellectual property litigation f

2. SCOPE OF ENGAGEMENT 2.1 Local Counsel Services W&C shall serve as local counsel of record for OWS in Optiwave Semiconductor Corp. v. Lumicore Technologies, Inc., Case No. 2:24-cv-00319-JRG, in the United States District Court for the Eastern District of Texas, marshall Division. The designated local counsel attorney shall be James "Jim" Callahan, Partner, who shall personally undertake the responsibilities describ

3. TERM AND TERMINATION 3.1 Effective Date This Agreement is effective as of April 5, 2024 (the "Effective Date"). 3.2 Duration. The engagement of W&C as local counsel shall continue through the final resolution of Case No. 2:24-cv-00319-JRG, including any post-trial motions (such as motions for judgment as a matter of law, motions for new trial, motions to amend the judgment, and motions for attorneys' fees and cost

4. COMPENSATION 4.1 Hourly Rates W&C shall be compensated for services rendered in connection with the Litigation at the following hourly rates, which shall apply for calendar year 2024 and shall remain in effect unless modified by written agreement of the Parties: A restated schedule of hourly rates is set forth in Exhibit B attached hereto and incorporated herein by reference. Rate increases for calendar year 2025

5. CONFLICTS OF INTEREST 5.1 Representations and Warranties W&C represents and warrants that, prior to the execution of this Agreement, it has conducted a thorough conflict of interest check in accordance with its standard conflict-checking procedures and the Texas Disciplinary Rules of Professional Conduct, and has identified no conflicts of interest that would preclude its representation of OWS in the Litigation. S

6. CONFIDENTIALITY AND PRIVILEGE 6.1 Confidential Information W&C shall maintain the strictest confidentiality with respect to all information received in connection with this engagement, including but not limited to client confidences, attorney work product, privileged communications, litigation strategy, technical information relating to the patents-in-suit, financial information relating to OWS or Lumicore, and an

7. INSURANCE 7.1 Professional Liability Insurance W&C represents and warrants that it currently maintains professional liability (legal malpractice) insurance with the following minimum coverage limits: (a) Per Claim: $5,000,000; and (b) Annual Aggregate: $10,000,000. W&C shall maintain such coverage, at a minimum, throughout the entire duration of the engagement under this Agreement. In the event that W&C's professi

8. CASE-SPECIFIC INFORMATION The following case-specific information is provided for reference and to facilitate coordination between C&H and W&C in connection with the Litigation. 8.1 Opposing Counsel Defendant Lumicore Technologies, Inc. is represented by the following counsel: Lead Counsel: Hawthorne Vega & Cruz LLP, with offices at 600 Congress Avenue, Suite 2400, Austin, Texas 78701, and 51 Madison Avenue, 30th

9. INDEPENDENT CONTRACTOR STATUS W&C is engaged hereunder as an independent contractor and not as an employee, partner, joint venturer, or agent of C&H, except to the limited extent necessary for W&C to fulfill the local counsel role in the Litigation as described in this Agreement. Nothing in this Agreement shall be construed to create a joint venture, partnership, employer-employee relationship, or agency relations

10. GOVERNING LAW AND DISPUTE RESOLUTION 10.1 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice-of-law or conflict-of-law rules or principles that would cause the application of the laws of any other jurisdiction. The Parties agree that the laws of the State of Texas have a substantial and material connection to this

11. MISCELLANEOUS 11.1 Entire Agreement This Agreement, together with its Exhibits, constitutes the entire understanding and agreement between C&H and W&C regarding the engagement of W&C as local counsel in the Litigation, and supersedes all prior and contemporaneous discussions, negotiations, representations, understandings, and agreements, whether oral or written, between the Parties relating to the subject matter

12. EXECUTION IN WITNESS WHEREOF, the Parties have executed this Local Counsel Retainer Agreement as of the date first written above, intending to be legally bound hereby. CALDERWOOD & HARKNESS LLP (on behalf of Optiwave Semiconductor Corp.) By: ________ Name: Alan Ngo Title: Partner, IP Litigation Date: April 5, 2024 Address: 350 South Grand Avenue, 48th Floor Los Angeles, California 90071 WHITMORE & CALLAHAN LLP By