Contract analysis

I. Executive Summary You have asked us to analyze the interoperability requirements under Section 4.7 of the Brindoval PDK License Agreement (Ref. No. CFS-PDK-2023-US-0034), dated March 15, 2023, between Optiwave Semiconductor Corp. ("OWS") and Brindoval Foundry Services Ltd. ("Brindoval" or "CFS"), and to assess the risks arising from OWS's planned deployment of Meridian PhotonX™ in connection with the proposed rene

II. Background A. OWS's Relationship with Brindoval Foundry Services Ltd. Brindoval Foundry Services Ltd. ("Brindoval" or "CFS") is a limited company incorporated under the laws of Taiwan (ROC), with its principal offices in Hsinchu, Taiwan. Brindoval maintains a US subsidiary, Brindoval Foundry Services (US), Inc., located at 3100 De La Cruz Boulevard, Suite 200, Santa Clara, CA 95054. Brindoval is a leading semicon

III. Analysis of Section 4.7 of the Brindoval PDK License Agreement A. Text and Scope of Section 4.7

Section 4.7 of the Brindoval PDK License Agreement (Ref. No. CFS-PDK-2023-US-0034) imposes an obligation on OWS, as the PDK licensee, to ensure that any third-party electronic design automation (EDA) tools used in conjunction with Brindoval's proprietary process design kits are listed on Brindoval's "Approved EDA Platform List" (the "AEPL"). The AEPL is a catalog maintained and periodically updated by Brindoval that

IV. Current AEPL Status of Meridian EDA Tools We have reviewed the current version of Brindoval's Approved EDA Platform List, as well as relevant correspondence between OWS engineering personnel and Brindoval's Customer Design Enablement group, to assess the AEPL status of each Meridian EDA tool relevant to the Original ELA and the proposed Renewal ELA. Our findings are as follows. A. Tools Currently on the AEPL Thre

V. Risk Assessment — Deployment of PhotonX™ Before AEPL Qualification A. Timing Risk The proposed Renewal ELA is structured to take effect on February 1, 2026 — the day immediately following expiration of the Original ELA. If PhotonX™ is included as a licensed product from the effective date of the Renewal ELA, OWS's engineering team will have access to the PhotonX™ module and may begin using it in design workflows i

VI. Recommendations — Contractual Safeguards in the Renewal ELA Based on the foregoing analysis, we recommend that OWS pursue the following contractual safeguards in the negotiation of the Renewal ELA with Meridian Design Systems. These safeguards are designed to protect OWS from both the compliance risk associated with premature PhotonX™ deployment and the financial risk associated with delayed AEPL qualification. E

VII. Coordination with Brindoval In addition to the contractual and internal-control measures described above, we recommend that OWS consider proactively communicating with Brindoval regarding the planned deployment of PhotonX™ and the anticipated AEPL qualification timeline. Specifically, OWS should consider reaching out to Henry Kuo, Director of Customer Design Enablement at Brindoval's US subsidiary, to: (i) Infor

VIII. Summary of Recommendations For ease of reference, we summarize our recommendations as follows:

1. Conditional Activation Clause. Include a provision in the Renewal ELA specifying that OWS's deployment of PhotonX™ with Brindoval PDKs (and any other PDKs subject to third-party interoperability approval requirements) is conditioned upon AEPL qualification. Meridian should acknowledge that delayed deployment does not constitute underutilization or breach.

2. Fee-Abatement Mechanism. Negotiate a pro-rata fee abatement or deferral for the PhotonX™ license fee component if AEPL qualification is not obtained by March 31, 2026, with a Long-Stop Date of January 31, 2027 by which OWS may elect to remove PhotonX™ from the Renewal ELA and receive a corresponding TCV reduction without penalty.

3. Meridian Cooperation Covenant. Require Meridian to use commercially reasonable efforts to cooperate with Brindoval's AEPL qualification process, including providing technical documentation, engineering support, and test access. Include a quarterly reporting obligation requiring Meridian to update OWS on qualification progress.

4. Meridian Representation. Obtain a Meridian representation and warranty that PhotonX™ is designed for industry-standard PDK-format compatibility and that Meridian is not aware of any technical impediment to AEPL qualification as of the date of the Renewal ELA.

5. Internal OWS Access Controls. Implement technical and administrative controls segregating PhotonX™ from Brindoval PDK environments pending AEPL approval, with Priya Venkatesh designated as the responsible party. Document all controls in writing for compliance purposes.

6. Proactive Coordination with Brindoval. Initiate proactive outreach to Henry Kuo at Brindoval regarding the PhotonX™ AEPL qualification timeline, managed in consultation with Calderwood & Harkness to avoid inadvertent disclosure of Meridian renewal terms.

IX. Next Steps Based on the analysis and recommendations set forth in this memorandum, we propose the following next steps:

1. Redline Preparation. Aaron Liu and Monica Reyes of Calderwood & Harkness will incorporate the recommended contractual safeguards — including the conditional activation clause, fee-abatement mechanism, cooperation covenant, and interoperability representation — into Calderwood & Harkness's first redline of the proposed Renewal ELA. Our target delivery date for the redline to Meridian's outside counsel, Bexley Weir

2. OWS Confirmation of Brindoval Outreach Approach. Douglas Tran and Priya Venkatesh should confer internally and confirm OWS's desired approach regarding proactive outreach to Henry Kuo at Brindoval. If OWS elects to proceed with outreach, Calderwood & Harkness will assist in preparing talking points and advising on the scope of appropriate disclosure.

3. Proposed Contract Language. Calderwood & Harkness will prepare proposed contract language for the conditional activation clause and fee-abatement mechanism, circulated to OWS for review and comment prior to inclusion in the formal redline. We anticipate delivering this proposed language to Douglas Tran by November 11, 2025.

4. Internal Controls Implementation. Upon OWS's confirmation of the approach, Priya Venkatesh should begin coordinating with OWS IT and engineering operations to plan the implementation of the internal access controls described in Section VI.E, so that these controls are in place by the effective date of the Renewal ELA. Any questions regarding this memorandum or the analysis set forth herein should be directed to th