Contract analysis

I. Board Action and Authorization The Board of Directors of Optiwave Semiconductor Corp. convened a duly noticed special meeting on April 1, 2024, at which a quorum was present and all directors participated either in person or by secure videoconference. Following a detailed presentation by you and by Alan Ngo of Calderwood & Harkness LLP, and after thorough deliberation, the Board adopted OWS Board Resolution No. 20

1. Commencement of Litigation. The commencement of a patent infringement action against Lumicore Technologies, Inc. in the United States District Court for the Eastern District of Texas, marshall Division, to be filed under Case No. 2:24-cv-00319-JRG (or such other case number as may be assigned upon filing).

2. Retention of Lead Litigation Counsel. The retention of Calderwood & Harkness LLP as lead litigation counsel for the Company in this matter, pursuant to and in accordance with the terms and conditions set forth in the engagement letter dated March 18, 2024, as negotiated between Calderwood & Harkness LLP, OWS, and Ridgeline.

3. Retention of Local Counsel. The retention of Whitmore & Callahan LLP as local counsel in the Eastern District of Texas to assist Calderwood & Harkness LLP in all aspects of the litigation requiring local representation, including compliance with local rules, attendance at hearings and conferences, and coordination with the court.

4. Total Litigation Budget. A total litigation budget of Eighteen Million Five Hundred Thousand Dollars ($18,500,000) through and including trial, subject to the phase-by-phase allocations and the reporting, oversight, and approval terms described in detail below.

II. Scope of Authorized Litigation The Board has authorized the Company to bring an action for patent infringement under 35 U.S.C. §§ 271 et seq., seeking to enforce four United States utility patents owned by OWS against Lumicore's accused product lines. The patents at issue are as follows: • U.S. Patent No. 10,234,847 (the "'847 Patent") — Integrated Silicon-Photonics Transceiver Module with Multi-Lane Optical Engi

III. Budget Authorization Details The Board has authorized a total litigation budget of $18,500,000 to cover all fees, costs, disbursements, and expenses from the pre-suit investigation stage through and including trial, which is currently estimated to occur no earlier than February 2026 based on the Eastern District of Texas's scheduling practices and the complexity of this matter. The phase-by-phase budget allocati

IV. Billing Rate and Fee Structure Acknowledgment The Board acknowledges and approves the following fee arrangements for outside counsel: Calderwood & Harkness LLP — 2024 Billing Rates Notwithstanding the foregoing standard rates, the Board confirms the negotiated blended cap rate of $925 per hour applicable to all timekeepers on the matter, as negotiated between Ridgeline and Calderwood & Harkness LLP in connection

V. Reporting and Oversight Requirements The Board imposes the following reporting and oversight requirements for the duration of the litigation, which the General Counsel shall communicate to Calderwood & Harkness LLP and ensure compliance with:

1. Monthly Billing Summaries. Calderwood & Harkness LLP shall provide monthly billing summaries with detailed time narratives to the General Counsel no later than the fifteenth (15th) day of the calendar month following the billing period. Each summary shall include a breakdown of hours by timekeeper, a description of tasks performed with sufficient detail to permit evaluation of reasonableness and necessity, a compa

2. Quarterly Case Status Reports. Calderwood & Harkness LLP shall prepare and deliver quarterly case status reports to the General Counsel and to Ridgeline Capital Partners, LP (Attention: Franklin Osei, Managing Partner). Each quarterly report shall include a summary of material case developments, an updated assessment of the strengths and risks of the Company's position, a forward-looking litigation timeline, and a

3. Expenditure Approval Thresholds. Any individual expenditure or commitment exceeding Five Hundred Thousand Dollars ($500,000) that falls outside the approved phase allocations set forth in Section III above shall require the prior written approval of the General Counsel before the expenditure is incurred. The General Counsel shall promptly notify the Board of any such approval. For the avoidance of doubt, expenditu

4. Material Changes in Strategy or Posture. Any material change in case strategy, settlement discussions or proposals (whether initiated by OWS or by Lumicore), or litigation posture (including any consideration of voluntary dismissal, narrowing of asserted claims or accused products, or modification of the damages demand) must be promptly communicated by the General Counsel to the Board Chair. No settlement or resol

5. Insurance Coverage Notification. The Company maintains directors' and officers' liability and litigation-cost insurance coverage with Pacific Rim Insurance Group under Policy No. PLI-2023-08812. The General Counsel shall ensure that appropriate and timely notice of the litigation is provided to Pacific Rim Insurance Group promptly upon the filing of the complaint, in accordance with the policy's notice provisions,

VI. Funding Source and Financial Context The Board confirms that the authorized litigation budget of $18,500,000 will be funded from OWS's operating cash flow and, to the extent necessary or advisable in the judgment of the Chief Financial Officer, from drawings on the Company's existing revolving credit facility with Weston Fidelity Bank, N.A. The revolving facility has a total commitment of $125,000,000, and the Co

VII. Delegation of Authority Pursuant to Board Resolution No. 2024-07, the Board hereby delegates the following authority to you, Rebecca Tanaka, in your capacity as General Counsel of Optiwave Semiconductor Corp.: (a) You are authorized to execute all necessary documents in connection with the prosecution of this litigation, including, without limitation, the Calderwood & Harkness LLP engagement letter, any suppleme

VIII. Closing The Board has full confidence in you, in the Calderwood & Harkness LLP litigation team, and in the strength of OWS's patent infringement claims against Lumicore. We believe that this action represents a critically important step in protecting the Company's intellectual property, defending its market position, and maximizing value for all stakeholders. This letter constitutes the official written confirm

1. Copy of OWS Board Resolution No. 2024-07 (dated April 1, 2024)

2. Calderwood & Harkness LLP Litigation Budget and Staffing Plan (dated March 25, 2024)

3. Calderwood & Harkness LLP Engagement Letter (dated March 18, 2024) CONFIDENTIAL — This communication, including all enclosures, is protected by the attorney-client privilege and/or the work product doctrine. It is intended solely for the use of the addressee(s) identified above. Any unauthorized review, use, disclosure, or distribution is strictly prohibited. If you have received this communication in error, pleas