Contract analysis

1. PURPOSE This memorandum documents the formal opening of Matter No. 1014-00005 for the patent prosecution engagement of Optiwave Semiconductor Corp. ("OWS" or the "Client"). The purpose of this memorandum is to establish the administrative, financial, and operational record for the engagement and to ensure that all relevant departments within Calderwood & Harkness LLP ("C&H" or the "Firm") have the information nece

2. CLIENT INFORMATION 2.1 Client Identity The following information identifies the Client entity and provides relevant corporate and organizational details for purposes of the Firm's client database, Know Your Client ("KYC") compliance, and anti-money-laundering screening requirements. OWS is a fabless semiconductor design company specializing in the development of silicon-photonics integrated circuits for next-gener

3. MATTER DESCRIPTION 3.1 Scope of Engagement This engagement encompasses patent prosecution representation for OWS with respect to a family of related U.S. and international patent applications covering OWS's next-generation silicon-photonics modulator architecture. The technology at issue involves multi-channel silicon-photonic Mach-Zehnder modulator ("MZM") designs incorporating a segmented traveling-wave electrod

4. ENGAGEMENT TEAM ASSIGNMENTS The following attorneys have been assigned to the engagement team for Matter No. 1014-00005. Timekeeping codes for each team member should be activated in the billing system as of the matter opening date. 4.1 Responsible Partner Catherine Bloom Partner, intellectual Property Group Calderwood & Harkness LLP USPTO Registration No.: 58,412 Ms. Bloom has twenty-two (22) years of experience

5. FEE ARRANGEMENTS AND BILLING CODES 5.1 Hourly Rate Structure Pursuant to the Engagement Letter dated February 10, 2022, OWS has been extended a ten percent (10%) volume discount on the Firm's standard hourly rates. This discount was negotiated in recognition of the anticipated volume of work associated with the OWS application family and the expectation of a long-term prosecution relationship. The following rate s

6. CONFLICT CLEARANCE A comprehensive conflict check was completed on February 7, 2022, in accordance with the Firm's conflicts-clearance procedures, as documented in a separate Conflict Check Memorandum of the same date. The conflict check encompassed the following parties: Optiwave Semiconductor Corp.; its officers, directors, and key personnel (including Dr. Rajan Menon, Marcus Whitfield, Sandra Koh, Dr. Lena Stri

7. THIRD-PARTY SERVICE PROVIDERS The following third-party service providers have been identified as relevant to the administration and prosecution of the OWS application family. The Firm's engagement team should coordinate with these providers as described below. 7.1 Patent Annuity / Docketing Agent Trident intellectual Property Services, LLC 9800 Northwest Freeway, Suite 420 Houston, TX 77092 Account Manager for OW

8. RELATED MATTERS AND CROSS-REFERENCES The following matters, relationships, and external considerations are relevant to the OWS patent prosecution engagement and should be noted by the engagement team for context and coordination purposes. Lender Considerations and IP-Collateral Obligations. OWS maintains a $55 million senior secured revolving credit facility (the "Credit Facility") with Meridian National Bank, N.A

9. KEY NAMED INVENTORS The following individuals are expected to be named as inventors on one or more applications within the OWS application family. Inventor declarations (37 C.F.R. § 1.63) and assignment documents will need to be prepared and executed for each inventor with respect to each application on which he or she is named. The C&H prosecution team should coordinate with Sandra Koh to schedule invention discl

1. Dr. Rajan Menon — Chief Executive Officer, Optiwave Semiconductor Corp. Dr. Menon holds a Ph.D. in Electrical Engineering from the University of California, Berkeley. He is a co-founder of OWS and has been intimately involved in the conceptual development of the next-generation modulator architecture. Dr. Menon is expected to be named as an inventor on applications within Sub-Family A (Core Modulator Architecture)

2. Dr. Lena Strickland — Vice President, Engineering, Optiwave Semiconductor Corp. Dr. Strickland holds a Ph.D. in Photonics from the Massachusetts Institute of Technology. She leads OWS's engineering team and has been the principal architect of the segmented traveling-wave electrode design. Dr. Strickland is expected to be named as an inventor on applications within all three sub-families.

3. Dr. Feng-Yi Chen — Principal Engineer, Optiwave Semiconductor Corp. Dr. Chen holds a Ph.D. in Materials Science from Stanford University. He is responsible for the materials science and thin-film process development aspects of the electrode fabrication technology. Dr. Chen is expected to be named as an inventor on applications within Sub-Family B (Electrode Fabrication Process) and potentially Sub-Family C (Packag

4. Dr. Arjun Dasgupta — Senior Design Engineer, Optiwave Semiconductor Corp. Dr. Dasgupta holds a Ph.D. in Electrical Engineering from the Georgia Institute of Technology. He has contributed to the circuit-level design and simulation of the modulator architecture and to the development of packaging integration solutions. Dr. Dasgupta is expected to be named as an inventor on applications within Sub-Family A (Core Mod

10. DOCKETING AND CALENDAR INSTRUCTIONS All statutory and regulatory deadlines associated with the OWS application family shall be entered into the Firm's docketing system (currently DocketTrak) immediately upon receipt of filing confirmations, office action notifications, or any other correspondence from the USPTO, WIPO, EPO, JPO, or any other patent office. Peter Vassiliev has been designated as the primary docket

11. FILE MANAGEMENT All electronic files related to this engagement shall be maintained on the Firm's document management system ("DMS"), currently Vireo Data Systems, under the master matter number 1014-00005. The following file structure should be established upon matter opening: • Administrative: Engagement Letter, Conflict Check Memorandum, Matter Opening Memorandum, billing records, and internal administrative c

12. SPECIAL INSTRUCTIONS AND NOTES The following special instructions and cautionary notes are provided for the guidance of the engagement team and all Firm personnel involved in this matter. Prior Counsel Transition — Priority Chain Verification. This engagement involves a transition from prior outside counsel, Kessler & Morin LLP, and certain applications to be filed under this engagement will claim priority to par

13. APPROVALS The undersigned have reviewed this Matter Opening Memorandum and approve the opening of Matter No. 1014-00005 in accordance with the Firm's matter-opening policies and procedures. By signing below, the Responsible Partner and Billing Partner each confirm that (a) the engagement has been authorized by the Client through a fully executed Engagement Letter; (b) conflict clearance has been completed and no