Contract analysis

1. Purpose and Acceptance Calderwood & Harkness LLP ("C&H," the "Firm," "we," or "us") is pleased to confirm the terms of its engagement by Optiwave Semiconductor Corp., a corporation organized under the laws of the State of Delaware ("OWS," "Optiwave Semi," or the "Client"), in connection with the negotiation, drafting, and execution of a renewal and expansion of the enterprise license agreement for electronic desig

2. Scope of Engagement 2.1 Primary Scope The Firm will represent OWS in the negotiation, drafting, review, redlining, and execution of the proposed Amended and Restated Enterprise License Agreement (proposed Agreement No. MDS-ELA-2026-01192) with Meridian (the "Renewal ELA"). The scope of this primary representation encompasses the following: (a) Term. The Renewal ELA is proposed to cover a five (5)-year term, commen

3. Engagement Team and Staffing 3.1 Responsible Partner Conrad Ashby, Partner, will serve as the Responsible Partner for this engagement. Mr. Ashby will provide overall supervision of the engagement, maintain the client relationship at the partner level, and serve as the primary point of contact for strategic matters and any issues requiring escalation. Mr. Ashby has extensive experience in technology transactions, e

4. Counterparty and Counterparty Counsel For the Client's reference and our records, the counterparty to the Renewal ELA and related transactions is: Meridian Design Systems, Inc. 2700 Orchard Parkway San Jose, California 95134 The Client has identified the following individuals as the key counterparty contacts at Meridian for purposes of this transaction: • Garrett Hollis, Senior Director, Strategic Accounts — prima

5. Fees and Billing Arrangements 5.1 Basis of Fees The Firm's fees for this engagement will be calculated on a blended hourly rate basis. There is no contingency fee, flat fee, success fee, or other alternative fee component applicable to this engagement. 5.2 Hourly Rates The hourly rates for the members of the engagement team are as follows: The foregoing rates are effective as of the date of this engagement letter.

6. Anticipated Timeline While the precise timeline for this engagement will depend on the pace of negotiations and the responsiveness of all parties, the Firm and the Client have identified the following key milestones for planning and coordination purposes: These milestones are indicative targets and are subject to adjustment as the engagement progresses. Timely Client cooperation, including prompt review of drafts

7. Client Responsibilities To facilitate the efficient conduct of this engagement, the Client agrees to the following: (a) Designated Points of Contact. The Client designates Douglas Tran, General Counsel, and Priya Venkatesh, Vice President of Engineering Operations, as the primary points of contact for all matters relating to this engagement. Mr. Tran will serve as the primary legal contact and will be authorized t

8. Confidentiality The Firm will maintain the confidentiality of all Client information received in connection with this engagement in accordance with the California Rules of Professional Conduct, the American Bar Association Model Rules of Professional Conduct, and all other applicable professional responsibility rules and ethical obligations. All memoranda, correspondence, draft agreements, analyses, and other work

9. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard procedures and the applicable Rules of Professional Conduct, and, as of the date of this letter, the Firm is not aware of any conflict of interest that would prevent it from representing OWS in the matter described herein. Specifically, the Firm does not currently represent Meridian Design Systems, Inc., Bexley Weir & Da

10. Governing Law This engagement letter, together with the enclosed Terms and Conditions of Engagement, shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this engagement letter or the engagement described herein shall be subject to the exclusive jurisdiction of the state and federal c

11. Termination Either party may terminate this engagement at any time, with or without cause, upon written notice to the other party. Such notice may be delivered by email, hand delivery, or nationally recognized overnight courier to the addresses set forth in this letter or to such other addresses as either party may designate in writing from time to time. Upon termination of this engagement, the Client shall remai

12. No Guarantee of Outcome The Client acknowledges and agrees that the Firm has made no guarantees, promises, or predictions regarding the outcome of the negotiations with Meridian, the final terms and conditions of the Renewal ELA or any ancillary agreement, or the total fees and expenses that will be incurred in connection with this engagement. The results of this engagement will depend upon range factors outside

13. Acceptance and Countersignature We are enthusiastic about the opportunity to work with OWS on this important matter and are confident that, together, we can achieve a favorable result for the Client. Please indicate your acceptance of the terms of this engagement by signing and returning a copy of this letter (including by electronic signature or PDF scan) to the attention of Conrad Ashby at cashby@calderwoodhark

1. Calderwood & Harkness LLP — Standard Terms and Conditions of Engagement (incorporated by reference herein)

2. Calderwood & Harkness LLP — Privacy Notice cc: Conrad Ashby, Partner, Calderwood & Harkness LLP cc: Victoria Chambers, Partner, Calderwood & Harkness LLP cc: Aaron Liu, Senior Associate, Calderwood & Harkness LLP cc: Priya Venkatesh, Vice President of Engineering Operations, Optiwave Semiconductor Corp. Timekeeper | Role | Hourly Rate Conrad Ashby | Partner (Responsible Partner) | $1,350.00 Victoria Chambers | Par