Contract analysis

1. Purpose and Summary The purpose of this memorandum is to document the results of the firm-wide conflict-of-interest check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") by Optiwave Semiconductor Corp. ("OWS" or the "Proposed Client") for patent prosecution services. The proposed engagement would encompass the preparation, filing, and prosecution of a family

2. Proposed Client Information 2.1 Client Identification The following information has been gathered from OWS's corporate records, publicly available filings, and representations made by OWS's General Counsel, Marcus Whitfield, during preliminary discussions regarding the proposed engagement. All information has been entered into the Firm's conflicts database for purposes of the search described herein. OWS is a fabl

3. Proposed Scope of Engagement The proposed engagement encompasses patent prosecution representation for a family of twelve (12) related U.S. and international patent applications covering OWS's next-generation silicon-photonics modulator architecture. The applications are organized into three sub-families based on the underlying technology: Sub-Family A — Core Modulator Architecture: This sub-family covers the fund

4. Conflict Search Methodology 4.1 Databases and Systems Searched The conflict search was conducted by the Firm's Conflicts & New Business Intake Department (the "Conflicts Department") using the following databases and systems: • C&H Firm-Wide Conflicts Database (Ridgeway Health IT / Open): The Firm's primary conflicts-management system, which contains records of all active, dormant, and closed client matters for th

1. Optiwave Semiconductor Corp.

3. OWS (with appropriate disambiguation filters)

5. Veltrano Capital Partners (and variants)

6. Meridian National Bank, N.A.

7. Meridian National Bank (and variants)

9. Trident intellectual Property Services, LLC

11. Nakashima & Togawa Patent Professional Corporation

12. Breitenfeld & Vogt Patentanwälte PartGmbB

14. Cavanaugh Holt & Sayer LLP Individual Names:

26. Howard Raines Industry-Level Search Terms: 27. "Silicon photonics" / "photonic integrated circuit" / "optical transceiver" / "data-center interconnect" / "semiconductor — fabless" (combined as a single industry-classification search with Boolean OR operators) In total, twenty-seven (27) discrete search terms were entered into the system. The industry-level search was designed to identify any Firm representations

5. Conflict Search Results The conflict search returned a total of five (5) hits, each of which is analyzed in detail below. As set forth in this Section 5, all five hits have been reviewed and cleared. No disqualifying conflict of interest has been identified. 5.1 Pinnacle Optics, Inc. — Potential Adverse Interest (Primary Focus) The relationship between OWS and Pinnacle Optics, Inc. represents the most significant

6. Ethical Rules Considered The following ethical rules and standards were considered in the analysis of the conflict search results: California Rules of Professional Conduct, Rule 1.7 (Conflict of Interest: Current Clients). Rule 1.7 prohibits a lawyer from representing a client if the representation involves a concurrent conflict of interest — that is, if the representation of one client will be directly adverse to

7. Conclusion and Clearance Recommendation CLEARANCE STATUS: APPROVED — NO DISQUALIFYING CONFLICTS IDENTIFIED Based on the comprehensive conflict search and analysis described in this memorandum, no disqualifying conflict of interest has been identified in connection with the proposed engagement of Optiwave Semiconductor Corp. for patent prosecution services. All five hits returned by the conflict database have been

8. Ongoing Monitoring Recommendations The following ongoing monitoring protocols are recommended in connection with the OWS engagement and should be implemented by the Conflicts Department in coordination with the engagement team:

1. Pinnacle Optics Monitoring. The Conflicts Department shall flag any C&H new matter intake inquiry, lateral-hire clearance, or business-development contact involving Pinnacle Optics, Inc., Howard Raines, Grant Sayer, or Cavanaugh Holt & Sayer LLP for immediate review by Catherine Bloom prior to clearance or further action. No representation of Pinnacle shall be accepted without a supplemental conflict analysis and,

2. Veltrano Portfolio Monitoring. The engagement team shall request, as part of the engagement-letter process, a current and complete list of Veltrano Capital Partners' portfolio companies from OWS's General Counsel or directly from Veltrano's Operating Partner, Christine Paulsen. Upon receipt, the Conflicts Department shall run a supplemental conflict check against all identified portfolio companies and add them to

3. Semiconductor Industry Monitoring. The Conflicts Department, in coordination with the Semiconductor Industry Practice Group, shall conduct a quarterly review of all new C&H engagements in the semiconductor industry against OWS's competitive landscape. This review should specifically assess whether any new C&H client operates in the silicon-photonics, data-center optical interconnect, or optical transceiver markets

4. Supplemental Conflict Check Triggers. A fresh, full conflict search shall be initiated upon the occurrence of any of the following events: (a) Any expansion of the OWS engagement scope beyond patent prosecution to include patent litigation, inter partes proceedings, licensing negotiations, or other adversarial or dispute-resolution activities; (b) Identification of any new adverse party in connection with the OWS

9. Signatures and Approvals PREPARED BY: ________________________________________ Catherine Bloom Partner, intellectual Property Group Calderwood & Harkness LLP USPTO Reg. No. 58,412 Date: February 7, 2022 REVIEWED AND APPROVED BY: ________________________________________ Alan Ngo Partner, intellectual Property Group Calderwood & Harkness LLP USPTO Reg. No. 61,877 Date: February 7, 2022 CONFLICTS COMMITTEE CLEARANCE: