Contract analysis

1. Purpose and Formation of Attorney-Client Relationship Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm the engagement by Optiwave Semiconductor Corp. ("OWS" or the "Client"), a Delaware corporation headquartered in Santa Clara, California, of the Firm to provide patent prosecution and related intellectual property legal services as described herein. We greatly appreciate the confidence that yo

2. Scope of Representation 2.1 Patent Prosecution Services C&H will serve as outside patent counsel to OWS for the prosecution of a family of related U.S. and international patent applications covering OWS's next-generation silicon-photonics modulator architecture and related technologies. The Firm's patent prosecution services under this engagement will encompass the full range of activities necessary to advance OWS

3. Engagement Team The Firm has assembled a team of experienced patent professionals with deep technical expertise in semiconductor devices, photonics, and integrated circuit fabrication technologies. The members of the engagement team assigned to this matter are identified below. 3.1 Responsible Partner Catherine Bloom, Partner, intellectual Property Group, will serve as the Responsible Partner for this engagement.

4. Prior Counsel Transition The Firm understands that OWS was previously represented by Kessler & Morin LLP ("K&M"), a Virginia limited liability partnership located at 1750 Tysons Boulevard, Suite 800, McLean, Virginia 22102, for patent prosecution matters from approximately 2017 through 2021. K&M, under the direction of its founding partner, Dr. Helen Kessler, prosecuted OWS's portfolio of thirty-one (31) issued U.

5. Client Contacts To ensure efficient communication and clear authorization protocols, the parties have designated the following individuals as primary contacts for the purposes of this engagement: Primary Client Contact for Day-to-Day Prosecution Matters: Sandra Koh IP Manager / In-House Patent Counsel Optiwave Semiconductor Corp. 4710 Ridgeview Parkway, Suite 300 Santa Clara, CA 95054 Telephone: (408) 555-2340 Ema

6. Fee Arrangements 6.1 Standard Hourly Rates Professional services rendered by the Firm in connection with this engagement will be billed on an hourly basis at the Firm's standard rates for the professionals performing such services. The Firm's current standard hourly rates for the categories of professionals assigned to this engagement are as follows: These standard rates reflect the rates in effect as of January 1

7. Billing and Payment Terms 7.1 Invoicing Schedule C&H will issue monthly invoices for professional services rendered and disbursements incurred during the preceding calendar month. Invoices will be prepared in reasonable detail, including descriptions of the work performed, the identity of the professional performing such work, the time expended, the applicable hourly rate, and an itemization of disbursements. Each

8. Conflict of Interest Disclosure and Waiver 8.1 Conflict Check The Firm has conducted a comprehensive conflicts check in accordance with its internal conflicts-clearance procedures and the California Rules of Professional Conduct, including Rule 1.7 (Conflict of Interest: Current Clients) and Rule 1.9 (Duties to Former Clients). This review was completed on February 7, 2022, and the results are documented in a sepa

9. Confidentiality and Privilege All communications between C&H and OWS, and between C&H and OWS's employees, agents, and representatives, in connection with this engagement are intended to be protected by the attorney-client privilege and/or the work-product doctrine, to the fullest extent permitted by applicable law. The parties will take reasonable steps to preserve the privileged and confidential nature of such c

10. Third-Party Coordination The Firm will coordinate as necessary with the following third-party service providers retained by OWS in connection with the management and prosecution of OWS's patent portfolio: (a) Trident intellectual Property Services, LLC ("Trident IPS") Address: 1200 McKinney Street, Suite 1400, Houston, TX 77010 Account Manager: Lisa Cheng Services: Patent annuity payments and maintenance fee mana

11. Client Obligations The effectiveness of the Firm's representation depends in significant measure upon the timely cooperation and participation of the Client. Accordingly, OWS agrees to the following obligations in connection with this engagement: (a) Cooperation and Information. OWS agrees to cooperate fully with C&H and to provide timely access to technical information, inventor availability, prior art known to

12. Termination of Engagement 12.1 Termination by Client OWS may terminate this engagement at any time and for any reason by providing written notice to C&H, directed to the Responsible Partner, Catherine Bloom. Upon termination, the Client will remain responsible for payment of all professional fees and disbursements incurred through the effective date of termination, including any fees and costs incurred in connect

13. Document Retention Upon conclusion of the engagement, the Firm will retain engagement files — including both paper and electronic files — in accordance with its standard document-retention policies. Under the Firm's current policies, engagement files are retained for a minimum of seven (7) years from the date of matter closure. Following the expiration of this retention period, files may be destroyed or disposed

14. 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. All questions regarding the Firm's professional obligations to the Client shall be governed by the California Rules of Professional Conduct as adopted by the State Bar of California. In the event of any dispute, co

15. Entire Agreement; Amendments This Engagement Letter constitutes the entire agreement between C&H and OWS with respect to the subject matter hereof, and supersedes all prior and contemporaneous discussions, proposals, negotiations, understandings, representations, and agreements, whether oral or written, between the parties relating to the Firm's engagement to provide patent prosecution services to the Client. Thi

16. Acceptance and Countersignature If the terms of this Engagement Letter are acceptable to OWS, please confirm your agreement by signing and returning one executed copy of this letter to Calderwood & Harkness LLP, attention Catherine Bloom, at the address set forth above. The engagement shall be deemed effective as of the date of countersignature by an authorized representative of OWS. We are enthusiastic about the

1. The rates set forth above are effective as of January 1, 2022, and are subject to annual adjustment as described in Section 6.1 of the Engagement Letter.

2. The 10% volume discount is subject to the conditions described in Section 6.2 of the Engagement Letter.

3. In the event that additional attorneys, patent agents, or technical specialists are assigned to this engagement pursuant to Section 3.5 of the Engagement Letter, their standard hourly rates will be communicated to the Client and will be subject to the same 10% volume discount.

4. Paralegal and patent specialist time, if applicable, will be billed at the Firm's standard rates for such personnel, currently ranging from $225.00 to $295.00 per hour (before application of the volume discount). EXHIBIT B Initial Docket of Pending and Anticipated Applications C&H Matter No. 1014-00005 Priority Application: All applications within this engagement are part of a patent family claiming priority, dire