Contract analysis

1. Purpose of This Letter This letter confirms the placement of the above-referenced patent prosecution matter into dormant status, effective as of the date hereof, following the budget-freeze directive imposed by Harborview Partners ("Veltrano") on August 11, 2023, as communicated to Calderwood & Harkness LLP ("C&H" or the "Firm") by Sandra Koh, Optiwave Semiconductor Corp.'s ("OWS") IP Manager and In-House Patent C

2. Engagement Background C&H's engagement for patent prosecution representation on behalf of OWS was formally opened on February 14, 2022, pursuant to an engagement letter executed on February 10, 2022 (countersigned by you, Marcus, in your capacity as General Counsel of OWS). The engagement was established following a competitive selection process in which C&H was retained to replace predecessor counsel, Kessler & M

3. Last Activity and Current Prosecution Status The last billable activity on this matter occurred on September 6, 2023, when Peter Vassiliev filed a two-month extension of time request for U.S. Application No. 17/672,204 (Sub-Family A, Application A1) with the USPTO. The extension fee of $640.00, calculated at the small entity rate applicable to OWS, was paid from the client's prepaid disbursement account. The filin

4. Current Docket Inventory and Status Summary Set forth below is a comprehensive inventory of all twelve applications on the docket, organized by sub-family, with current status and relevant deadline information for each. Sub-Family A — Core Modulator Architecture (5 Applications) A1 — U.S. Application No. 17/672,204 Type: Non-Provisional Utility Application Filing Date: January 9, 2023 Office: United States Patent

5. Critical Deadlines and Consequences of Inaction We wish to emphasize — in the strongest possible terms consistent with our professional obligations — that patent prosecution is governed by strict statutory and regulatory deadlines that, if missed, result in irrevocable loss of patent rights. In many jurisdictions and under many circumstances, there is no possibility of revival once a deadline has passed. Unlike ce

6. Actions Taken by C&H to Preserve the Docket In connection with the transition of this matter to dormant status, C&H has taken the following affirmative steps to preserve the integrity of the docket and minimize the risk of inadvertent deadline failures: a. C&H has instructed Trident intellectual Property Services, LLC ("Trident"), our outsourced docketing and deadline management vendor (Lisa Cheng, Account Manager

7. C&H's Continuing Obligations During the Dormancy Period Notwithstanding the dormant status of this matter, C&H will continue to fulfill certain ongoing professional obligations with respect to the OWS patent prosecution docket. We wish to be explicit about the scope and nature of these obligations so that there is no ambiguity during the dormancy period. Deadline Monitoring and Notification. C&H will continue to m

8. Outstanding Financial Matters As of the date of this letter, C&H's outstanding accounts receivable on this matter total $56,958.50, consisting of the following: The unbilled work-in-progress amount of $34,218.50 consists primarily of Ms. Bauer's time on the draft A1 Office Action response (18.5 hours), Mr. Vassiliev's time on the September 6, 2023 extension filing and related docket management, and Ms. Bloom's sup

9. Lender and Collateral Considerations C&H notes for the record — and brings to OWS's attention for further evaluation — the following considerations related to OWS's credit arrangements: OWS's $55,000,000 senior secured Revolving Credit Facility with Meridian National Bank, N.A. (the "Credit Facility"), dated September 30, 2020, as amended and restated on March 15, 2022, contains intellectual property covenants at

10. Graystone Valuation Considerations We also bring to OWS's attention the potential implications of the dormancy for the valuation of OWS's patent portfolio. As you are aware, Graystone Valuation Advisors, LLC conducted a comprehensive patent portfolio valuation at the request of Veltrano Capital Partners, with the final report issued on April 28, 2023 (the "Graystone Report"). The Graystone Report, prepared under

11. Recommended Next Steps In light of the foregoing, C&H respectfully recommends that OWS take the following actions: a. Designate a Point of Contact for Deadline Notifications. OWS should designate a specific individual — we suggest Sandra Koh, given her familiarity with the docket and her role as IP Manager and In-House Patent Counsel — as the primary point of contact for receiving deadline notifications and provi

12. Disclaimer and Privileged Nature of This Communication This letter is a privileged and confidential attorney-client communication, protected by the attorney-client privilege and the work product doctrine. It is intended solely for the use of OWS and its authorized officers and employees. This letter does not constitute a legal opinion on any of the matters discussed herein, including without limitation the enforc