1014-00002 · Optiwave Semiconductor Corp · Engagement & Administrative

engagement-letter-sc-ows-2025-0520-imm.docx DOCUMENT Labor & Employment

12 / 35 ← → ✕

CALDERWOOD & HARKNESS LLP Attorneys at Law

555 South Grand Avenue, 38th Floor Los Angeles, California 90071 Telephone: (213) 555-7400 Facsimile: (213) 555-7401 www.calderwoodharkness.com

May 20, 2025

Reference: SC-OWS-2025-0520-IMM

Via Email and U.S. Mail

Patricia Langford, Esq. General Counsel Optiwave Semiconductor Corp. 4820 Veltrano Parkway, Suite 300 San Jose, CA 95134

Dear Ms. Langford:

1. Purpose and Engagement Overview

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Optiwave Semiconductor Corp. ("OWS" or the "Company") in connection with the Company's employment-based visa program. This engagement letter, bearing reference number SC-OWS-2025-0520-IMM, sets forth the terms and conditions under which the Firm will provide the legal services described herein.

OWS is a Delaware corporation headquartered at 4820 Veltrano Parkway, Suite 300, San Jose, California 95134 (Federal Employer Identification Number 82-4931076). The Company specializes in the design and fabrication of photonic integrated circuits (PICs) for data center interconnect applications and is classified under NAICS Code 334413 (Semiconductor and Related Device Manufacturing). OWS currently employs approximately 340 individuals across three principal worksites located in San Jose, California; Austin, Texas; and Portland, Oregon, as well as a number of remote positions throughout the United States. The Company's majority shareholder is Crestline Ventures Fund IV, LP, a Delaware limited partnership, which holds approximately 62.4% of the Company's equity.

This engagement letter supersedes any and all prior understandings, discussions, or communications—whether oral or written—regarding the scope of work described herein, and it constitutes the complete agreement between C&H and OWS with respect to the terms under which the Firm will provide legal services in connection with the Company's immigration program. In the event of any inconsistency between this engagement letter and any prior correspondence, the terms of this engagement letter shall control.

2. Scope of Engagement

2.1 General Scope

The Firm is engaged to provide ongoing legal representation of OWS in connection with employment-based nonimmigrant visa petitions, primarily H-1B specialty occupation visas filed under Section 101(a)(15)(H)(i)(b) of the Immigration and Nationality Act ("INA") and O-1A/O-1B extraordinary ability and extraordinary achievement visas filed under Section 101(a)(15)(O)(i) of the INA. The engagement encompasses the full lifecycle of such petitions, including initial filings, extensions, transfers, amendments, and responses to Requests for Evidence ("RFEs") issued by United States Citizenship and Immigration Services ("USCIS").

In addition, the Firm will provide compliance advisory work related to the Company's obligations under applicable immigration regulations, including without limitation: Labor Condition Application ("LCA") obligations under 20 CFR Part 655, Subpart H; Form I-9 employment eligibility verification compliance under 8 CFR Part 274a; Public Access File ("PAF") maintenance requirements; E-Verify enrollment and case management procedures; and preparedness for Fraud Detection and National Security Directorate ("FDNS") site visits conducted by USCIS.

As part of this engagement, the Firm will undertake the transition of immigration case files from the Company's prior counsel, Whitfield & Parekh LLP, and will assume responsibility for all pending and future immigration matters within the scope described in this Section 2. The procedures for this transition are addressed in greater detail in Section 5 below.

2.2 Specific Services Included

The Firm will provide the following specific categories of legal services on behalf of OWS:

H-1B Petition Services. The Firm will prepare and file H-1B petitions across all applicable subcategories, including:

(a) Cap-Subject Petitions. Preparation and filing of H-1B cap-subject petitions for the FY2026 cycle. The Company's current pipeline includes nine (9) cap-subject candidates, of whom five (5) were selected in the USCIS electronic registration lottery. The Firm will prepare and file I-129 petitions with supporting documentation for each selected registrant and will advise on strategy for candidates not selected.

(b) Cap-Exempt Transfer Petitions. Preparation and filing of H-1B cap-exempt transfer petitions for two (2) candidates currently employed at university-affiliated research positions who qualify for exemption from the annual H-1B numerical cap pursuant to INA § 214(g)(5).

(c) Extension Petitions. Preparation and filing of H-1B extension petitions for current H-1B holders employed by OWS whose authorized periods of stay are approaching expiration, including extensions beyond the standard six-year maximum where eligibility is established under the American Competitiveness in the Twenty-First Century Act ("AC21"), Sections 104(c) and 106(a).

(d) Amendment Petitions. Preparation and filing of H-1B amendment petitions necessitated by material changes in the terms or conditions of employment, including worksite changes (whether to a new OWS facility or a third-party worksite), changes to the Standard Occupational Classification ("SOC") code associated with the position, or other changes requiring amended LCA filings.

(e) Associated LCA Filings. Preparation and submission of all Labor Condition Applications via the Department of Labor's Foreign Labor Application Gateway ("FLAG") system in connection with each H-1B petition described above, including compliance with prevailing wage determinations and posting requirements.

O-1 Petition Services. The Firm will prepare and file O-1 nonimmigrant petitions, including:

(a) O-1A Extraordinary Ability Petitions. Preparation and filing of O-1A petitions for individuals of extraordinary ability in the sciences, education, business, or athletics. The Company's current pipeline includes one (1) new O-1A petition for a senior photonics researcher.

(b) O-1B Extraordinary Achievement Petitions. Preparation and filing of O-1B petitions for individuals of extraordinary achievement in the arts, motion picture, or television industries, as applicable to the Company's needs.

(c) O-1A/O-1B Extension Petitions. Preparation and filing of extension petitions for current O-1A and O-1B visa holders employed by OWS.

(d) Advisory/Peer Group Opinion Letter Coordination. The Firm will coordinate the solicitation and procurement of advisory opinion letters from peer groups, professional organizations, or management organizations with expertise relevant to the beneficiary's field of extraordinary ability or achievement, as required by 8 CFR § 214.2(o)(5).

(e) Evidentiary Framework Analysis and Criteria Mapping. For each O-1A or O-1B petition, the Firm will conduct a comprehensive evidentiary framework analysis, mapping the beneficiary's qualifications and achievements to the regulatory criteria set forth in 8 CFR § 214.2(o)(3)(iii) (for O-1A) or 8 CFR § 214.2(o)(3)(iv) (for O-1B), and will prepare a detailed criteria chart and supporting narrative for inclusion in the petition package.

Compliance and Advisory Services. The Firm will provide the following compliance and advisory services in connection with the Company's immigration program:

(a) LCA Compliance Monitoring and Public Access File Procedures. Ongoing monitoring of OWS's compliance with LCA attestation obligations, including actual wage and prevailing wage compliance, working conditions, notice and posting requirements, and non-displacement and secondary displacement obligations (where applicable). Development and maintenance of standardized PAF procedures for each of the Company's worksites.

(b) I-9 Compliance Auditing and Remediation. Internal audit of the Company's Form I-9 records for all current employees, identification of deficiencies or technical errors, and preparation of a remediation plan in accordance with 8 CFR § 274a.2 and applicable Immigration and Customs Enforcement ("ICE") guidance.

(c) E-Verify Standard Operating Procedures Advisory. Review and update of the Company's E-Verify standard operating procedures, including case initiation timelines, photo matching, tentative nonconfirmation ("TNC") resolution protocols, and recordkeeping.

(d) FDNS Site Visit Preparedness Protocols and Training. Development of protocols and training materials for OWS management, HR personnel, and sponsored employees to ensure preparedness for unannounced USCIS FDNS site visits, including mock visit exercises and designation of primary and secondary site contacts at each worksite.

(e) Annual Immigration Compliance Training. Delivery of an annual compliance training session for OWS management and HR personnel covering current regulatory requirements, enforcement trends, best practices for petition sponsorship, and the Company's obligations as an H-1B dependent or non-dependent employer.

(f) Worksite Compliance Policy Development. Development and periodic review of written worksite compliance policies addressing third-party worksite placements, short-term placement exemptions, LCA posting at non-employer worksites, and notification procedures for worksite changes.

(g) Employee Immigration Status Tracking Policy. Development of a written policy and tracking framework for monitoring the immigration status, visa expiration dates, I-94 validity periods, and EAD expiration dates of all foreign national employees, with automated alert protocols.

(h) Deemed Export / Export Control Screening Protocol. Advisory services related to the Company's deemed export compliance obligations under the Export Administration Regulations ("EAR"), specifically as they relate to the immigration program and the release of controlled technology to foreign national employees, in accordance with 15 CFR § 734.2(b)(2)(ii). This service is limited to immigration-specific deemed export screening and does not constitute a comprehensive export control compliance program.

RFE Responses. The Firm will prepare and file responses to USCIS Requests for Evidence ("RFEs") issued in connection with any petitions filed by C&H during the course of this engagement, as well as RFEs assumed from prior counsel in connection with transferred matters. RFE responses are billed on an hourly basis and are addressed separately in Section 4 below.

PERM / Green Card Pathway Advisory. The Firm will provide monitoring and strategic advisory services regarding the Company's pending PERM labor certification cases and employer-sponsored immigrant visa matters, including:

(a) Monitoring of seven (7) PERM cases transferred from Whitfield & Parekh LLP, comprising six (6) EB-2 cases and one (1) EB-3 case, including tracking of priority dates, audit responses if required, and coordination with the beneficiaries' personal immigration counsel regarding adjustment of status or consular processing.

(b) Status monitoring of one (1) pending EB-1B outstanding professor/researcher petition transferred from prior counsel.

(c) Strategic advisory regarding green card pathway options for current and future sponsored employees, including assessment of EB-1A, EB-1B, EB-2, EB-2 NIW, and EB-3 eligibility.

It is expressly understood that full PERM recruitment and filing services—including preparation and posting of recruitment advertisements, preparation of the ETA Form 9089, and conduct of the recruitment process in accordance with 20 CFR § 656—are not included within the scope of this engagement. If the Company requires such services, the parties will negotiate and execute a separate scope amendment to this engagement letter or a standalone engagement letter addressing PERM filing services.

Correspondence and Reporting. The Firm will provide:

(a) Quarterly immigration program status reports summarizing the status of all active petitions, pending filings, upcoming deadlines, compliance activities, and regulatory developments relevant to the Company's immigration program.

(b) Client update letters and ongoing advisory communications addressing regulatory changes, USCIS policy guidance, and enforcement actions that may affect the Company's visa program or compliance posture.

2.3 Current Portfolio Summary

As of the effective date of this engagement, the Firm is assuming responsibility for the following immigration portfolio from OWS:

(a) Active Visa Holders: Eighteen (18) active visa holders currently employed by OWS, consisting of fourteen (14) H-1B specialty occupation visa holders (comprising six (6) individuals on initial petitions, five (5) individuals on extension petitions, and three (3) individuals who transferred to OWS from prior employers), three (3) O-1A extraordinary ability visa holders, and one (1) O-1B extraordinary achievement visa holder.

(b) FY2026 Pipeline: Twelve (12) prospective candidates in the FY2026 pipeline, consisting of nine (9) H-1B cap-subject candidates (of whom five (5) were selected in the USCIS electronic registration lottery and four (4) were not selected), two (2) H-1B cap-exempt transfer candidates from university-affiliated research positions, and one (1) new O-1A petition candidate.

(c) PERM and Immigrant Visa Cases: Seven (7) pending or approved PERM labor certification cases (six (6) EB-2 classification and one (1) EB-3 classification) and one (1) EB-1B outstanding professor/researcher petition, all transferred from Whitfield & Parekh LLP.

(d) Pending RFEs: Three (3) pending Requests for Evidence issued by USCIS in connection with petitions originally filed by Whitfield & Parekh LLP, which the Firm is assuming responsibility for preparing and filing responses thereto.

2.4 Excluded Services

This engagement does not include, and the Firm is not being retained to provide, representation in any of the following matters:

(a) Removal or deportation proceedings before the Executive Office for Immigration Review ("EOIR"), including proceedings before Immigration Judges or the Board of Immigration Appeals ("BIA").

(b) Consular litigation or mandamus actions before any federal court challenging consular visa denials or unreasonable processing delays.

(d) Employment discrimination matters, including charges filed with the Department of Justice, Immigrant and Employee Rights Section ("IER"), or the Equal Employment Opportunity Commission ("EEOC").

Representation before regulatory agencies other than USCIS and the U.S. Department of Labor is limited to preparation of supporting documentation and advisory guidance. By way of example, while the Firm may prepare documentation packages for beneficiaries attending consular interviews at U.S. embassies or consulates abroad, the Firm does not serve as counsel of record before the Department of State and does not undertake advocacy on behalf of the Company or any beneficiary in connection with consular adjudications.

Any legal services outside the scope described in this Section 2 will require a written amendment to this engagement letter, executed by both parties, before such services are undertaken.

3. Engagement Team and Staffing

3.1 Calderwood & Harkness Team

The Firm has assembled a dedicated engagement team to serve OWS's immigration needs. The following attorneys and staff are assigned to this engagement:

Nathaniel Bower, Partner — Responsible Partner. Mr. Bower will serve as the Responsible Partner for the engagement, with overall responsibility for engagement oversight, client relationship management, strategic direction, and quality assurance. Mr. Bower will serve as the primary point of accountability for the engagement and may be reached at the Firm's Los Angeles office or, as needed, at the Firm's San Francisco office. Mr. Bower has over twenty years of experience in business immigration law, with a particular emphasis on technology sector immigration programs.

Colette Whitman, Partner — Billing Partner. Ms. Whitman will serve as the Billing Partner for the engagement, with responsibility for billing and financial oversight, invoice preparation, fee cap administration, and resolution of any billing inquiries. Ms. Whitman is based in the Firm's Los Angeles office.

Megan Chu, Associate — Lead Associate. Ms. Chu will serve as the Lead Associate and primary working contact for the engagement. Ms. Chu will be responsible for day-to-day petition preparation, compliance work, coordination with OWS's immigration program manager, and direct communication with beneficiaries as authorized by OWS. Ms. Chu is based in the Firm's San Francisco office and is readily accessible to the Company's San Jose headquarters.

Derek Okonkwo, Associate — Working Associate. Mr. Okonkwo will support the engagement through petition preparation, legal research, regulatory analysis, and supporting compliance work. Mr. Okonkwo is based in the Firm's San Francisco office.

Dr. Lena Marchetti, Of Counsel — Immigration Subject Matter Expert. Dr. Marchetti will provide specialized guidance on complex petition strategy, evidentiary framework development for O-1A and O-1B petitions, regulatory compliance matters, and novel or precedent-setting issues arising in the course of the engagement. Dr. Marchetti brings a unique perspective to the engagement, holding a Ph.D. in electrical engineering in addition to her law degree, and has particular experience with immigration matters in the semiconductor and advanced technology sectors. Dr. Marchetti is based in the Firm's Los Angeles office.

Tanya Benavides, Paralegal. Ms. Benavides will manage filing logistics, Public Access File maintenance, document management, deadline tracking, and coordination with government agencies regarding receipt notices, case status inquiries, and processing updates. Ms. Benavides is based in the Firm's Los Angeles office.

The Firm reserves the right to assign additional attorneys or professional staff to the engagement as necessary to ensure timely and high-quality service delivery. Any additional personnel assigned to the engagement will be billed at the applicable rates set forth in Section 4 below, and the Firm will notify OWS of any significant staffing changes.

3.2 Client Contacts

The following individuals are designated as authorized contacts for OWS in connection with this engagement:

Patricia Langford, General Counsel. Ms. Langford shall serve as the primary legal contact for the engagement and is authorized to provide instructions, approve petition filings, authorize expenditures, execute documents on behalf of OWS, and make binding decisions regarding the Company's immigration program. All material decisions regarding the engagement, including scope changes and settlement of billing disputes, shall be directed through Ms. Langford unless she designates an alternate in writing.

Rajesh Anand, Immigration Program Manager. Mr. Anand shall serve as the day-to-day immigration coordinator for the engagement and is authorized to communicate directly with the C&H engagement team on matters relating to petition preparation, document collection, beneficiary communications, scheduling, and routine operational matters. Mr. Anand's authority does not extend to approving scope changes or binding OWS to material commitments regarding the engagement without Ms. Langford's authorization.

The following additional OWS personnel will provide information, attestations, and support as needed in connection with the Firm's work:

• Dr. Yun-Sheng Chen, Vice President of Engineering — Dr. Chen will provide technical attestations regarding the specialty occupation nature of engineering positions, serve as a signatory on employer support letters, and act as the primary hiring manager contact for engineering positions subject to visa sponsorship.

• Samantha Kowalski, Director of Human Resources — Ms. Kowalski will coordinate HR operations relevant to the immigration program, including I-9 compliance, employee records, onboarding and termination notifications, and benefits administration for sponsored employees. Ms. Kowalski is designated as the primary site contact for FDNS site visits.

Any change to the authorized client contacts identified above must be communicated in writing to Nathaniel Bower at the Firm's Los Angeles office. Until such written notice is received, the Firm is entitled to rely on instructions received from the contacts identified in this Section 3.2.

4. Fee Structure and Billing

4.1 Hourly Rates

The Firm's current standard hourly billing rates applicable to this engagement are as follows:

These rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. The Firm will provide at least thirty (30) days' written notice to OWS prior to the effective date of any rate increase. Rate increases will apply prospectively to time incurred after the effective date and will not be applied retroactively to previously billed or unbilled time.

4.2 Per-Petition Fee Caps

Notwithstanding the hourly billing structure set forth in Section 4.1, the Firm will apply the following per-petition fee caps to C&H professional fees. These caps are exclusive of government filing fees and third-party costs, which are addressed separately in Section 4.5 below:

In all cases, if the actual time billed at the applicable hourly rates is less than the per-petition fee cap for that petition type, OWS will be billed for actual time only. The per-petition fee cap functions as a ceiling, not a fixed fee, and the Company receives the benefit of the lower amount.

Responses to USCIS Requests for Evidence are billed at the applicable hourly rates and are not subject to per-petition fee caps. Based on the Firm's experience with RFEs in similar matters, the estimated range of professional fees for an RFE response is $3,000 to $7,500 per RFE, depending on the complexity of the issues raised, the volume of additional evidence required, and the extent of supplemental briefing necessary.

4.3 Compliance Advisory and Training

Compliance audit, policy development, training, and other advisory services described in Section 2.2 are billed at the applicable hourly rates set forth in Section 4.1 and are not subject to per-matter fee caps. Based on the anticipated scope of compliance services for the first year of the engagement—including an initial I-9 audit, PAF review, FDNS preparedness training, deemed export screening protocol development, and annual compliance training—the Firm estimates annual professional fees for compliance advisory and training services in the range of $35,000 to $45,000 per year. Actual fees will vary depending on the scope and volume of services requested by OWS.

4.4 Estimated Annual Fees

Based on the projected petition volume for the engagement (the current portfolio of eighteen (18) active visa holders, the FY2026 pipeline of twelve (12) candidates, compliance services, PERM monitoring, and ongoing advisory work), the Firm estimates total annual professional fees in the range of $385,000 to $460,000. This estimate is provided for budgeting and planning purposes only and does not constitute a guarantee or fixed-fee arrangement. Actual fees will depend on the volume, complexity, and scope of services rendered during the applicable period, including any changes in the Company's petition volume, regulatory developments, and the number and complexity of RFEs received.

4.5 Government Filing Fees and Third-Party Costs

All government filing fees associated with petitions filed on behalf of OWS are the responsibility of the Company and are to be paid directly by OWS to USCIS or the U.S. Department of Labor, as applicable. For the Company's convenience, the current government filing fees per petition type are summarized below. These fees are established by the applicable agency and are subject to change without notice from C&H:

H-1B Cap-Subject Petition (Premium Processing Elected):

The ACWIA Fee of $750.00 is based on OWS's current workforce of approximately 340 employees, which exceeds the 25-full-time-equivalent-employee threshold under INA § 214(c)(9)(A). The Asylum Program Fee of $600.00 applies to employers with 26 or more full-time equivalent employees. The Company has elected to utilize premium processing for all H-1B petitions. If the Company elects not to use premium processing for a particular petition, the I-907 fee will not apply.

O-1 Petition (Premium Processing Elected):

H-1B extension and transfer petitions are subject to the same base fee structure as cap-subject petitions, excluding the H-1B registration fee (which applies only to the cap registration process).

Third-party costs incurred in connection with the engagement—including but not limited to courier and express delivery charges, translation services, foreign credential evaluation fees, expert declaration fees, document reproduction costs, and travel expenses—will be passed through to OWS at actual cost without markup. The Firm will provide advance notice to OWS before incurring any individual third-party cost exceeding $500.00 and will seek the Company's approval before engaging any third-party service provider whose aggregate fees are expected to exceed $2,000.00 for a single matter.

4.6 Billing and Payment Terms

Invoices will be rendered monthly, on or about the fifteenth (15th) day of each calendar month for services performed during the preceding calendar month. Payment is due within thirty (30) days of the invoice date. Invoices will include itemized time entries identifying the timekeeper, date, hours, rate, and description of services performed; the application of any per-petition fee caps; government filing fee pass-throughs; and disbursements and third-party costs.

Billing Partner Colette Whitman is the designated point of contact for all billing inquiries, invoice disputes, and payment coordination. Billing inquiries should be directed to Ms. Whitman at the Firm's Los Angeles office. In the event of a billing dispute, the parties will work in good faith to resolve the dispute within thirty (30) days of notification, and payment of undisputed amounts shall not be withheld pending resolution of any disputed portion.

Late payments may be subject to a service charge of one percent (1.0%) per month on amounts outstanding more than sixty (60) days past the invoice date, to the extent permitted by applicable law and the California Rules of Professional Conduct.

5. Transition from Prior Counsel

OWS has advised the Firm that its prior immigration counsel, Whitfield & Parekh LLP, located at 600 Wilshire Boulevard, Suite 1200, Los Angeles, California 90017, handled the Company's immigration matters from approximately June 1, 2019 through April 30, 2025. The transition from Whitfield & Parekh LLP to Calderwood & Harkness LLP is cooperative in nature, and OWS has confirmed that there is no adverse relationship between the firms or any dispute regarding the transition.

Upon execution of this engagement letter and receipt of appropriate authorization from OWS, the Firm will promptly transmit a file transfer request to Whitfield & Parekh LLP seeking delivery of all immigration case files in their possession relating to OWS, including without limitation: the eighteen (18) active petition files (containing approved I-797 Notices of Action, certified Labor Condition Applications, employer and expert support letters, beneficiary evidence packages, and copies of Public Access Files); the seven (7) PERM labor certification case files; the three (3) pending RFE files with all associated correspondence and evidence packages; historical Public Access File documentation maintained from 2019 through 2025; and copies of I-9 binders and related employment eligibility verification records.

The target date for completion of the file transfer from Whitfield & Parekh LLP to C&H is June 15, 2025. The Firm will use commercially reasonable efforts to coordinate with prior counsel to ensure an orderly and complete transfer within this timeframe, and will promptly notify OWS of any delays or deficiencies in the transferred files.

The Firm expressly disclaims any responsibility for work product, legal advice, or filings completed by Whitfield & Parekh LLP prior to the effective date of this engagement. However, upon receipt of transferred files, the Firm will undertake a reasonable review and due diligence of the materials to assess the status of pending matters, identify any compliance gaps or deficiencies, and ensure continuity of representation for all active cases. The results of this review will be communicated to OWS in writing within thirty (30) days of receipt of the transferred files.

6. Client Responsibilities and Cooperation

The effectiveness of the Firm's representation is dependent upon the timely cooperation of OWS and its personnel. In connection with this engagement, the Company agrees to the following:

(a) Timely and Accurate Information. OWS will provide timely and accurate information necessary for petition preparation, including but not limited to: beneficiary personal data (biographical information, passport copies, visa stamps, I-94 records, prior immigration history); educational credentials (diplomas, transcripts, credential evaluations); employment records (offer letters, organizational charts, job descriptions, compensation data); and financial documentation (tax returns, audited financial statements, or other evidence of the Company's ability to pay the proffered wage).

(b) Immigration Program Manager. OWS will designate Rajesh Anand as the Immigration Program Manager responsible for coordinating document collection, managing beneficiary communications, and serving as the primary operational liaison with the C&H engagement team. Mr. Anand will maintain a current inventory of all sponsored employees and prospective candidates and will ensure that beneficiary questionnaires and supporting documentation are completed and returned to the Firm within the timeframes specified by the engagement team.

(c) LCA Posting and PAF Maintenance. OWS will ensure compliance with LCA posting and recordkeeping obligations, including electronic posting of each certified LCA at each applicable worksite for a minimum of ten (10) consecutive business days, in accordance with 20 CFR § 655.734. The Company will maintain complete and current Public Access Files at each worksite where H-1B workers are employed, and will make such files available for public inspection during normal business hours as required by regulation.

(d) Notification of Material Changes. OWS will promptly notify the Firm of any material changes affecting pending or approved petitions, including but not limited to: changes in worksite location; modifications to job duties, title, or SOC code; adjustments to compensation (including reductions below the required wage); corporate restructuring, mergers, or acquisitions affecting the petitioning entity; and terminations or resignations of sponsored employees. Timely notification is critical, as certain material changes may trigger amendment petition requirements or withdrawal obligations.

(e) FDNS Site Visit Cooperation. OWS will cooperate fully in the preparation for and response to any USCIS FDNS site visits at the Company's worksites. The Company designates Samantha Kowalski, Director of Human Resources, as the primary site contact and Rajesh Anand, Immigration Program Manager, as the secondary site contact for FDNS visits. The Company will ensure that these individuals, as well as the direct supervisors and sponsored employees at each worksite, are familiar with site visit protocols and are prepared to respond to USCIS inquiries in accordance with the preparedness training provided by the Firm.

(f) E-Verify Compliance. OWS will maintain its active E-Verify enrollment (Company ID 1487623) and will ensure that all E-Verify cases are initiated and completed within the regulatory timelines specified by USCIS and the Department of Homeland Security, including timely resolution of tentative nonconfirmations.

7. Conflicts of Interest

The Firm conducted a comprehensive conflicts clearance review, which was completed on May 15, 2025. The review encompassed a search of the Firm's conflicts database against all known parties to this engagement, including OWS and its affiliated entities, Crestline Ventures Fund IV, LP, all known beneficiaries of pending or active visa petitions, Whitfield & Parekh LLP, USCIS, the U.S. Department of Labor, Granville Staffing Solutions, Inc. (identified as a staffing vendor with which OWS has a current contractual relationship), and other parties identified by OWS as potentially relevant.

No conflicts of interest were identified with respect to any party related to this engagement. The Firm confirms that it does not currently represent any party adverse to OWS in connection with any immigration matter, and that its representation of USCIS and DOL as government agencies does not create a conflict (as government agencies are not treated as "clients" for conflicts purposes in the context of administrative filings).

OWS acknowledges that Calderwood & Harkness LLP is a large, multi-practice law firm with offices in multiple jurisdictions and that the Firm represents numerous clients across a wide range of industries, including clients in the semiconductor, technology, and related sectors. The Firm's representation of OWS does not preclude the Firm from representing other clients in unrelated matters, even if such clients may be competitors of OWS in the commercial marketplace, provided that such representation does not create a conflict of interest under the applicable rules of professional conduct.

If a conflict of interest arises during the course of this engagement—whether actual or potential—the Firm will promptly notify OWS in writing and will work cooperatively with the Company to resolve the conflict in accordance with the California Rules of Professional Conduct and any other applicable rules. In the event that a conflict cannot be resolved through informed written consent or other appropriate measures, the Firm will take such steps as may be required by the applicable rules, which may include withdrawal from representation in one or more affected matters.

8. Confidentiality

All information provided by OWS to C&H in connection with this engagement, including but not limited to employee personal data, beneficiary immigration records, corporate financial information, business strategies, and organizational plans, will be treated as confidential and will be protected by the attorney-client privilege and the work product doctrine, to the extent applicable under law.

The Firm will not disclose confidential client information to third parties without OWS's prior written consent, except as required by law, court order, or the applicable rules of professional conduct. The Firm maintains information security protocols consistent with its obligations under the California Rules of Professional Conduct and applicable data protection regulations, and will exercise reasonable care in the storage, transmission, and disposal of confidential client information.

OWS acknowledges and agrees that the Firm may share relevant beneficiary information with USCIS, the U.S. Department of Labor, and other government agencies as necessary for the preparation and filing of petitions, applications, and compliance documentation on behalf of the Company. Such disclosures are made in furtherance of the representation and with the understanding that government agencies require access to certain personal and employment information in connection with the adjudication of visa petitions and labor certifications.

OWS further acknowledges that certain information submitted to government agencies in connection with this engagement is subject to public disclosure requirements under federal regulations. By way of example, LCA data filed with the Department of Labor is made publicly available through the DOL's online disclosure system, and information included in Public Access Files is subject to inspection by any member of the public during normal business hours. The Firm will advise OWS regarding the scope of public disclosure obligations applicable to each filing.

9. Term and Termination

This engagement is effective as of May 20, 2025, and shall continue in effect until terminated by either party in accordance with the provisions of this Section 9. The engagement is not for a fixed term and will remain in force so long as the parties mutually agree to continue the representation.

Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party. Notice of termination shall be delivered in writing to the addresses specified in this engagement letter or to such other address as a party may designate in writing.

Upon termination of the engagement, the Firm will cooperate fully in the orderly transition of files, pending matters, and work product to successor counsel designated by OWS. The Firm will provide successor counsel with all original documents and complete copies of the engagement file, subject to the Firm's right to retain copies for its own records as permitted by the applicable rules of professional conduct.

OWS shall remain responsible for payment of all fees and costs incurred through the date of termination, including fees for services rendered during the thirty-day notice period, as well as any reasonable costs associated with the transition of files to successor counsel. Unpaid invoices shall remain due and payable in accordance with the payment terms set forth in Section 4.6, notwithstanding termination of the engagement.

The Firm may withdraw from representation in accordance with applicable rules of professional conduct, including without limitation in the event of: non-payment of fees or costs after reasonable notice and opportunity to cure; the emergence of a conflict of interest that cannot be resolved through informed written consent; the Company's failure to cooperate with the Firm or to fulfill its obligations under Section 6 of this engagement letter; or any other circumstance in which continued representation would violate the Firm's ethical obligations. The Firm will provide reasonable notice of any withdrawal and will take all steps required by applicable rules to protect the Company's interests during the transition period.

10. Limitation of Scope

This engagement is limited to the immigration-related legal services described in Section 2 of this engagement letter. The Firm is not engaged to provide, and this engagement letter does not create an obligation to provide, general corporate counsel services, employment law advice (other than as directly related to immigration compliance), tax advice, intellectual property counsel, or any other legal services outside the scope of the immigration representation described herein.

To the extent that immigration compliance matters intersect with other areas of law—such as deemed export screening under the Export Administration Regulations, as referenced in Section 2.2—the Firm's services are limited to the immigration-specific aspects of such matters and do not constitute comprehensive advice in the intersecting practice area. The Company is encouraged to consult with its other legal advisors regarding non-immigration aspects of such matters.

Nothing in this engagement letter creates an attorney-client relationship between Calderwood & Harkness LLP and any individual visa beneficiary. The Firm's client is OWS as the corporate entity and petitioner. While the Firm may communicate directly with individual beneficiaries in the course of petition preparation—for example, to collect personal biographical data, educational credentials, or supporting evidence—such communications are made on behalf of OWS as the petitioning employer, and no individual attorney-client relationship is established thereby. Individual beneficiaries who require personal immigration counsel are advised to retain their own attorneys.

11. No Guarantee of Outcome

OWS acknowledges that the outcome of any petition, application, or request filed with USCIS, the U.S. Department of Labor, or any other government agency is within the sole discretion of the adjudicating agency and its officers. The Firm has no ability to control, predict, or guarantee the outcome of any filing.

The Firm will exercise its best professional judgment and diligence in preparing and pursuing petitions and applications on behalf of OWS, drawing on its experience and expertise in business immigration law. However, the Firm cannot and does not guarantee: the approval of any petition or application; the avoidance of Requests for Evidence, Notices of Intent to Deny, or other adverse agency actions; any particular processing timeline or adjudication speed (including in connection with premium processing requests); or any specific outcome with respect to PERM labor certification applications, immigrant visa petitions, or any other matter within the scope of this engagement.

OWS further acknowledges that government filing fees paid to USCIS, the Department of Labor, or any other government agency are non-refundable regardless of the outcome of the petition or application, and that the Firm has no obligation to refund or credit government filing fees in the event of a denial or other adverse action.

12. 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, and in accordance with the California Rules of Professional Conduct and any other applicable rules governing the practice of law.

Any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's representation of OWS, or the fees charged in connection therewith, shall first be addressed through good-faith negotiation between the parties. If the parties are unable to resolve the dispute through negotiation within thirty (30) days of written notice of the dispute, the matter shall be submitted to binding arbitration in Los Angeles County, California, in accordance with the rules of a mutually agreed arbitration body. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration proceeding, unless the arbitrator determines otherwise. Nothing in this Section 12 shall be construed to limit OWS's rights under the California Rules of Professional Conduct, including the right to seek fee arbitration through the State Bar of California's Mandatory Fee Arbitration Program.

13. Acceptance and Execution

We are pleased to have the opportunity to serve as immigration counsel to Optiwave Semiconductor Corp. and look forward to a productive working relationship. If the terms of this engagement letter are acceptable to OWS, please confirm acceptance by countersigning a copy of this letter in the space provided below and returning it to the undersigned at your earliest convenience. An executed copy may be returned via email (in PDF format) or by U.S. Mail to the address indicated above.

Please do not hesitate to contact me if you have any questions regarding the terms of this engagement letter or any aspect of the representation.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Nathaniel Bower Partner Calderwood & Harkness LLP 555 South Grand Avenue, 38th Floor Los Angeles, CA 90071 Telephone: (213) 555-7412

Email: nbower@calderwoodharkness.com

AGREED AND ACCEPTED:

The undersigned, on behalf of Optiwave Semiconductor Corp., hereby acknowledges receipt of this engagement letter, confirms acceptance of the terms and conditions set forth herein, and authorizes Calderwood & Harkness LLP to proceed with the engagement described above.

OPTIWAVE SEMICONDUCTOR CORP.

By: ________

Name: Patricia Langford

Title: General Counsel

Optiwave Semiconductor Corp. 4820 Veltrano Parkway, Suite 300 San Jose, CA 95134

Date: ________

cc: Rajesh Anand, Immigration Program Manager, Optiwave Semiconductor Corp. (via email) cc: Colette Whitman, Billing Partner, Calderwood & Harkness LLP (via internal distribution)

EXHIBIT A FEE SCHEDULE SUMMARY

Hourly Billing Rates

Per-Petition Fee Caps (C&H Professional Fees Only; Exclusive of Government Filing Fees and Third-Party Costs)

RFE Responses

RFE responses are billed at applicable hourly rates and are not subject to per-petition fee caps. Estimated range: $3,000 to $7,500 per RFE, depending on complexity.

Compliance Audit and Training Services

Compliance audit, policy development, and training services are billed at applicable hourly rates without per-matter caps. Estimated annual cost: $35,000 to $45,000 per year, depending on scope and volume of services.

Estimated Total Annual Professional Fees

Based on current portfolio and projected petition volume: $385,000 to $460,000 (estimate only; actual fees depend on volume, complexity, and scope of services rendered).

Government Filing Fees Summary (Current as of May 2025; Subject to Change by Applicable Agency)

Note: H-1B extension and transfer petitions are subject to the same base fee structure as cap-subject petitions, excluding the H-1B registration fee ($215). Government filing fees are the responsibility of OWS and are paid directly by the Company. Premium processing is elected by default; if OWS elects not to use premium processing for a particular petition, the I-907 fee ($2,805) will not apply.

EXHIBIT B ENGAGEMENT TEAM DIRECTORY

Firm Office Locations

Calderwood & Harkness LLP — Los Angeles (Primary) 555 South Grand Avenue, 38th Floor Los Angeles, CA 90071 Telephone: (213) 555-7400 Facsimile: (213) 555-7401

Calderwood & Harkness LLP — San Francisco 101 California Street, 27th Floor San Francisco, CA 94111 Telephone: (415) 555-3200 Facsimile: (415) 555-3201

End of Engagement Letter SC-OWS-2025-0520-IMM

Timekeeper	Title	Hourly Rate
Nathaniel Bower	Partner	$895.00
Colette Whitman	Partner	$895.00
Dr. Lena Marchetti	Of Counsel	$750.00
Megan Chu	Associate	$575.00
Derek Okonkwo	Associate	$575.00
Tanya Benavides	Paralegal	$295.00
Petition Type	Per-Petition Fee Cap
H-1B initial / cap-subject petition (including associated LCA filing)	$6,500.00
H-1B extension petition	$4,200.00
H-1B transfer petition	$5,800.00
H-1B amendment petition (worksite change, SOC code change)	$3,500.00
O-1A or O-1B petition (including advisory letter coordination and evidence compilation)	$12,500.00
Fee Component	Amount
I-129 Base Filing Fee	$780.00
H-1B Registration Fee	$215.00
Fraud Prevention and Detection Fee	$500.00
ACWIA Fee (employers with 26+ FTEs)	$750.00
Asylum Program Fee (employers with 26+ FTEs)	$600.00
Premium Processing (I-907)	$2,805.00
Total per Cap-Subject Petition	$5,650.00
Fee Component	Amount
I-129 Base Filing Fee	$780.00
Premium Processing (I-907)	$2,805.00
Total per O-1 Petition	$3,585.00

Timekeeper Category	Applicable Personnel	Hourly Rate
Partners	Nathaniel Bower, Colette Whitman	$895.00
Of Counsel	Dr. Lena Marchetti	$750.00
Associates	Megan Chu, Derek Okonkwo	$575.00
Paralegals	Tanya Benavides	$295.00
Petition Type	Fee Cap
H-1B initial / cap-subject petition (including associated LCA filing)	$6,500.00
H-1B extension petition	$4,200.00
H-1B transfer petition	$5,800.00
H-1B amendment petition (worksite change, SOC code change)	$3,500.00
O-1A or O-1B petition (including advisory letter coordination and evidence compilation)	$12,500.00
Petition Type	Total Government Fees (with Premium Processing)
H-1B cap-subject petition	$5,650.00
O-1 petition	$3,585.00
Team Member	Title	Engagement Role	Billing Rate	Office	Contact
Nathaniel Bower	Partner	Responsible Partner — engagement oversight and client relationship management	$895.00/hr	Los Angeles	nbower@calderwoodharkness.com; (213) 555-7412
Colette Whitman	Partner	Billing Partner — billing and financial oversight	$895.00/hr	Los Angeles	cwhitman@calderwoodharkness.com; (213) 555-7418
Megan Chu	Associate	Lead Associate — day-to-day petition preparation, compliance, primary working contact	$575.00/hr	San Francisco	mchu@calderwoodharkness.com; (415) 555-3205
Derek Okonkwo	Associate	Working Associate — petition preparation, legal research, compliance support	$575.00/hr	San Francisco	dokonkwo@calderwoodharkness.com; (415) 555-3211
Dr. Lena Marchetti	Of Counsel	Immigration subject matter expert — complex petition strategy, evidentiary frameworks, regulatory compliance	$750.00/hr	Los Angeles	lmarchetti@calderwoodharkness.com; (213) 555-7425
Tanya Benavides	Paralegal	Filing logistics, PAF maintenance, document management, deadline tracking	$295.00/hr	Los Angeles	tbenavides@calderwoodharkness.com; (213) 555-7430

CALDERWOOD & HARKNESS LLP Attorneys at Law
555 South Grand Avenue, 38th Floor Los Angeles, California 90071 Telephone: (213) 555-7400 Facsimile: (213) 555-7401 www.calderwoodharkness.com
May 20, 2025
Reference: SC-OWS-2025-0520-IMM
Via Email and U.S. Mail
Patricia Langford, Esq. General Counsel Optiwave Semiconductor Corp. 4820 Veltrano Parkway, Suite 300 San Jose, CA 95134
Dear Ms. Langford:
1. Purpose and Engagement Overview
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Optiwave Semiconductor Corp. ("OWS" or the "Company") in connection with the Company's employment-based visa program. This engagement letter, bearing reference number SC-OWS-2025-0520-IMM, sets forth the terms and conditions under which the Firm will provide the legal services described herein.
OWS is a Delaware corporation headquartered at 4820 Veltrano Parkway, Suite 300, San Jose, California 95134 (Federal Employer Identification Number 82-4931076). The Company specializes in the design and fabrication of photonic integrated circuits (PICs) for data center interconnect applications and is classified under NAICS Code 334413 (Semiconductor and Related Device Manufacturing). OWS currently employs approximately 340 individuals across three principal worksites located in San Jose, California; Austin, Texas; and Portland, Oregon, as well as a number of remote positions throughout the United States. The Company's majority shareholder is Crestline Ventures Fund IV, LP, a Delaware limited partnership, which holds approximately 62.4% of the Company's equity.
This engagement letter supersedes any and all prior understandings, discussions, or communications—whether oral or written—regarding the scope of work described herein, and it constitutes the complete agreement between C&H and OWS with respect to the terms under which the Firm will provide legal services in connection with the Company's immigration program. In the event of any inconsistency between this engagement letter and any prior correspondence, the terms of this engagement letter shall control.
2. Scope of Engagement
2.1 General Scope
The Firm is engaged to provide ongoing legal representation of OWS in connection with employment-based nonimmigrant visa petitions, primarily H-1B specialty occupation visas filed under Section 101(a)(15)(H)(i)(b) of the Immigration and Nationality Act ("INA") and O-1A/O-1B extraordinary ability and extraordinary achievement visas filed under Section 101(a)(15)(O)(i) of the INA. The engagement encompasses the full lifecycle of such petitions, including initial filings, extensions, transfers, amendments, and responses to Requests for Evidence ("RFEs") issued by United States Citizenship and Immigration Services ("USCIS").
In addition, the Firm will provide compliance advisory work related to the Company's obligations under applicable immigration regulations, including without limitation: Labor Condition Application ("LCA") obligations under 20 CFR Part 655, Subpart H; Form I-9 employment eligibility verification compliance under 8 CFR Part 274a; Public Access File ("PAF") maintenance requirements; E-Verify enrollment and case management procedures; and preparedness for Fraud Detection and National Security Directorate ("FDNS") site visits conducted by USCIS.
As part of this engagement, the Firm will undertake the transition of immigration case files from the Company's prior counsel, Whitfield & Parekh LLP, and will assume responsibility for all pending and future immigration matters within the scope described in this Section 2. The procedures for this transition are addressed in greater detail in Section 5 below.
2.2 Specific Services Included
The Firm will provide the following specific categories of legal services on behalf of OWS:
H-1B Petition Services. The Firm will prepare and file H-1B petitions across all applicable subcategories, including:
(a) Cap-Subject Petitions. Preparation and filing of H-1B cap-subject petitions for the FY2026 cycle. The Company's current pipeline includes nine (9) cap-subject candidates, of whom five (5) were selected in the USCIS electronic registration lottery. The Firm will prepare and file I-129 petitions with supporting documentation for each selected registrant and will advise on strategy for candidates not selected.
(b) Cap-Exempt Transfer Petitions. Preparation and filing of H-1B cap-exempt transfer petitions for two (2) candidates currently employed at university-affiliated research positions who qualify for exemption from the annual H-1B numerical cap pursuant to INA § 214(g)(5).
(c) Extension Petitions. Preparation and filing of H-1B extension petitions for current H-1B holders employed by OWS whose authorized periods of stay are approaching expiration, including extensions beyond the standard six-year maximum where eligibility is established under the American Competitiveness in the Twenty-First Century Act ("AC21"), Sections 104(c) and 106(a).
(d) Amendment Petitions. Preparation and filing of H-1B amendment petitions necessitated by material changes in the terms or conditions of employment, including worksite changes (whether to a new OWS facility or a third-party worksite), changes to the Standard Occupational Classification ("SOC") code associated with the position, or other changes requiring amended LCA filings.
(e) Associated LCA Filings. Preparation and submission of all Labor Condition Applications via the Department of Labor's Foreign Labor Application Gateway ("FLAG") system in connection with each H-1B petition described above, including compliance with prevailing wage determinations and posting requirements.
O-1 Petition Services. The Firm will prepare and file O-1 nonimmigrant petitions, including:
(a) O-1A Extraordinary Ability Petitions. Preparation and filing of O-1A petitions for individuals of extraordinary ability in the sciences, education, business, or athletics. The Company's current pipeline includes one (1) new O-1A petition for a senior photonics researcher.
(b) O-1B Extraordinary Achievement Petitions. Preparation and filing of O-1B petitions for individuals of extraordinary achievement in the arts, motion picture, or television industries, as applicable to the Company's needs.
(c) O-1A/O-1B Extension Petitions. Preparation and filing of extension petitions for current O-1A and O-1B visa holders employed by OWS.
(d) Advisory/Peer Group Opinion Letter Coordination. The Firm will coordinate the solicitation and procurement of advisory opinion letters from peer groups, professional organizations, or management organizations with expertise relevant to the beneficiary's field of extraordinary ability or achievement, as required by 8 CFR § 214.2(o)(5).
(e) Evidentiary Framework Analysis and Criteria Mapping. For each O-1A or O-1B petition, the Firm will conduct a comprehensive evidentiary framework analysis, mapping the beneficiary's qualifications and achievements to the regulatory criteria set forth in 8 CFR § 214.2(o)(3)(iii) (for O-1A) or 8 CFR § 214.2(o)(3)(iv) (for O-1B), and will prepare a detailed criteria chart and supporting narrative for inclusion in the petition package.
Compliance and Advisory Services. The Firm will provide the following compliance and advisory services in connection with the Company's immigration program:
(a) LCA Compliance Monitoring and Public Access File Procedures. Ongoing monitoring of OWS's compliance with LCA attestation obligations, including actual wage and prevailing wage compliance, working conditions, notice and posting requirements, and non-displacement and secondary displacement obligations (where applicable). Development and maintenance of standardized PAF procedures for each of the Company's worksites.
(b) I-9 Compliance Auditing and Remediation. Internal audit of the Company's Form I-9 records for all current employees, identification of deficiencies or technical errors, and preparation of a remediation plan in accordance with 8 CFR § 274a.2 and applicable Immigration and Customs Enforcement ("ICE") guidance.
(c) E-Verify Standard Operating Procedures Advisory. Review and update of the Company's E-Verify standard operating procedures, including case initiation timelines, photo matching, tentative nonconfirmation ("TNC") resolution protocols, and recordkeeping.
(d) FDNS Site Visit Preparedness Protocols and Training. Development of protocols and training materials for OWS management, HR personnel, and sponsored employees to ensure preparedness for unannounced USCIS FDNS site visits, including mock visit exercises and designation of primary and secondary site contacts at each worksite.
(e) Annual Immigration Compliance Training. Delivery of an annual compliance training session for OWS management and HR personnel covering current regulatory requirements, enforcement trends, best practices for petition sponsorship, and the Company's obligations as an H-1B dependent or non-dependent employer.
(f) Worksite Compliance Policy Development. Development and periodic review of written worksite compliance policies addressing third-party worksite placements, short-term placement exemptions, LCA posting at non-employer worksites, and notification procedures for worksite changes.
(g) Employee Immigration Status Tracking Policy. Development of a written policy and tracking framework for monitoring the immigration status, visa expiration dates, I-94 validity periods, and EAD expiration dates of all foreign national employees, with automated alert protocols.
(h) Deemed Export / Export Control Screening Protocol. Advisory services related to the Company's deemed export compliance obligations under the Export Administration Regulations ("EAR"), specifically as they relate to the immigration program and the release of controlled technology to foreign national employees, in accordance with 15 CFR § 734.2(b)(2)(ii). This service is limited to immigration-specific deemed export screening and does not constitute a comprehensive export control compliance program.
RFE Responses. The Firm will prepare and file responses to USCIS Requests for Evidence ("RFEs") issued in connection with any petitions filed by C&H during the course of this engagement, as well as RFEs assumed from prior counsel in connection with transferred matters. RFE responses are billed on an hourly basis and are addressed separately in Section 4 below.
PERM / Green Card Pathway Advisory. The Firm will provide monitoring and strategic advisory services regarding the Company's pending PERM labor certification cases and employer-sponsored immigrant visa matters, including:
(a) Monitoring of seven (7) PERM cases transferred from Whitfield & Parekh LLP, comprising six (6) EB-2 cases and one (1) EB-3 case, including tracking of priority dates, audit responses if required, and coordination with the beneficiaries' personal immigration counsel regarding adjustment of status or consular processing.
(b) Status monitoring of one (1) pending EB-1B outstanding professor/researcher petition transferred from prior counsel.
(c) Strategic advisory regarding green card pathway options for current and future sponsored employees, including assessment of EB-1A, EB-1B, EB-2, EB-2 NIW, and EB-3 eligibility.
It is expressly understood that full PERM recruitment and filing services—including preparation and posting of recruitment advertisements, preparation of the ETA Form 9089, and conduct of the recruitment process in accordance with 20 CFR § 656—are not included within the scope of this engagement. If the Company requires such services, the parties will negotiate and execute a separate scope amendment to this engagement letter or a standalone engagement letter addressing PERM filing services.
Correspondence and Reporting. The Firm will provide:
(a) Quarterly immigration program status reports summarizing the status of all active petitions, pending filings, upcoming deadlines, compliance activities, and regulatory developments relevant to the Company's immigration program.
(b) Client update letters and ongoing advisory communications addressing regulatory changes, USCIS policy guidance, and enforcement actions that may affect the Company's visa program or compliance posture.
2.3 Current Portfolio Summary
As of the effective date of this engagement, the Firm is assuming responsibility for the following immigration portfolio from OWS:
(a) Active Visa Holders: Eighteen (18) active visa holders currently employed by OWS, consisting of fourteen (14) H-1B specialty occupation visa holders (comprising six (6) individuals on initial petitions, five (5) individuals on extension petitions, and three (3) individuals who transferred to OWS from prior employers), three (3) O-1A extraordinary ability visa holders, and one (1) O-1B extraordinary achievement visa holder.
(b) FY2026 Pipeline: Twelve (12) prospective candidates in the FY2026 pipeline, consisting of nine (9) H-1B cap-subject candidates (of whom five (5) were selected in the USCIS electronic registration lottery and four (4) were not selected), two (2) H-1B cap-exempt transfer candidates from university-affiliated research positions, and one (1) new O-1A petition candidate.
(c) PERM and Immigrant Visa Cases: Seven (7) pending or approved PERM labor certification cases (six (6) EB-2 classification and one (1) EB-3 classification) and one (1) EB-1B outstanding professor/researcher petition, all transferred from Whitfield & Parekh LLP.
(d) Pending RFEs: Three (3) pending Requests for Evidence issued by USCIS in connection with petitions originally filed by Whitfield & Parekh LLP, which the Firm is assuming responsibility for preparing and filing responses thereto.
2.4 Excluded Services
This engagement does not include, and the Firm is not being retained to provide, representation in any of the following matters:
(a) Removal or deportation proceedings before the Executive Office for Immigration Review ("EOIR"), including proceedings before Immigration Judges or the Board of Immigration Appeals ("BIA").
(b) Consular litigation or mandamus actions before any federal court challenging consular visa denials or unreasonable processing delays.
(c) Federal court immigration appeals, including petitions for review filed with the United States Courts of Appeals.
(d) Employment discrimination matters, including charges filed with the Department of Justice, Immigrant and Employee Rights Section ("IER"), or the Equal Employment Opportunity Commission ("EEOC").
Representation before regulatory agencies other than USCIS and the U.S. Department of Labor is limited to preparation of supporting documentation and advisory guidance. By way of example, while the Firm may prepare documentation packages for beneficiaries attending consular interviews at U.S. embassies or consulates abroad, the Firm does not serve as counsel of record before the Department of State and does not undertake advocacy on behalf of the Company or any beneficiary in connection with consular adjudications.
Any legal services outside the scope described in this Section 2 will require a written amendment to this engagement letter, executed by both parties, before such services are undertaken.
3. Engagement Team and Staffing
3.1 Calderwood & Harkness Team
The Firm has assembled a dedicated engagement team to serve OWS's immigration needs. The following attorneys and staff are assigned to this engagement:
Nathaniel Bower, Partner — Responsible Partner. Mr. Bower will serve as the Responsible Partner for the engagement, with overall responsibility for engagement oversight, client relationship management, strategic direction, and quality assurance. Mr. Bower will serve as the primary point of accountability for the engagement and may be reached at the Firm's Los Angeles office or, as needed, at the Firm's San Francisco office. Mr. Bower has over twenty years of experience in business immigration law, with a particular emphasis on technology sector immigration programs.
Colette Whitman, Partner — Billing Partner. Ms. Whitman will serve as the Billing Partner for the engagement, with responsibility for billing and financial oversight, invoice preparation, fee cap administration, and resolution of any billing inquiries. Ms. Whitman is based in the Firm's Los Angeles office.
Megan Chu, Associate — Lead Associate. Ms. Chu will serve as the Lead Associate and primary working contact for the engagement. Ms. Chu will be responsible for day-to-day petition preparation, compliance work, coordination with OWS's immigration program manager, and direct communication with beneficiaries as authorized by OWS. Ms. Chu is based in the Firm's San Francisco office and is readily accessible to the Company's San Jose headquarters.
Derek Okonkwo, Associate — Working Associate. Mr. Okonkwo will support the engagement through petition preparation, legal research, regulatory analysis, and supporting compliance work. Mr. Okonkwo is based in the Firm's San Francisco office.
Dr. Lena Marchetti, Of Counsel — Immigration Subject Matter Expert. Dr. Marchetti will provide specialized guidance on complex petition strategy, evidentiary framework development for O-1A and O-1B petitions, regulatory compliance matters, and novel or precedent-setting issues arising in the course of the engagement. Dr. Marchetti brings a unique perspective to the engagement, holding a Ph.D. in electrical engineering in addition to her law degree, and has particular experience with immigration matters in the semiconductor and advanced technology sectors. Dr. Marchetti is based in the Firm's Los Angeles office.
Tanya Benavides, Paralegal. Ms. Benavides will manage filing logistics, Public Access File maintenance, document management, deadline tracking, and coordination with government agencies regarding receipt notices, case status inquiries, and processing updates. Ms. Benavides is based in the Firm's Los Angeles office.
The Firm reserves the right to assign additional attorneys or professional staff to the engagement as necessary to ensure timely and high-quality service delivery. Any additional personnel assigned to the engagement will be billed at the applicable rates set forth in Section 4 below, and the Firm will notify OWS of any significant staffing changes.
3.2 Client Contacts
The following individuals are designated as authorized contacts for OWS in connection with this engagement:
Patricia Langford, General Counsel. Ms. Langford shall serve as the primary legal contact for the engagement and is authorized to provide instructions, approve petition filings, authorize expenditures, execute documents on behalf of OWS, and make binding decisions regarding the Company's immigration program. All material decisions regarding the engagement, including scope changes and settlement of billing disputes, shall be directed through Ms. Langford unless she designates an alternate in writing.
Rajesh Anand, Immigration Program Manager. Mr. Anand shall serve as the day-to-day immigration coordinator for the engagement and is authorized to communicate directly with the C&H engagement team on matters relating to petition preparation, document collection, beneficiary communications, scheduling, and routine operational matters. Mr. Anand's authority does not extend to approving scope changes or binding OWS to material commitments regarding the engagement without Ms. Langford's authorization.
The following additional OWS personnel will provide information, attestations, and support as needed in connection with the Firm's work:
•  Dr. Yun-Sheng Chen, Vice President of Engineering — Dr. Chen will provide technical attestations regarding the specialty occupation nature of engineering positions, serve as a signatory on employer support letters, and act as the primary hiring manager contact for engineering positions subject to visa sponsorship.
•  Samantha Kowalski, Director of Human Resources — Ms. Kowalski will coordinate HR operations relevant to the immigration program, including I-9 compliance, employee records, onboarding and termination notifications, and benefits administration for sponsored employees. Ms. Kowalski is designated as the primary site contact for FDNS site visits.
Any change to the authorized client contacts identified above must be communicated in writing to Nathaniel Bower at the Firm's Los Angeles office. Until such written notice is received, the Firm is entitled to rely on instructions received from the contacts identified in this Section 3.2.
4. Fee Structure and Billing
4.1 Hourly Rates
The Firm's current standard hourly billing rates applicable to this engagement are as follows:
These rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. The Firm will provide at least thirty (30) days' written notice to OWS prior to the effective date of any rate increase. Rate increases will apply prospectively to time incurred after the effective date and will not be applied retroactively to previously billed or unbilled time.
4.2 Per-Petition Fee Caps
Notwithstanding the hourly billing structure set forth in Section 4.1, the Firm will apply the following per-petition fee caps to C&H professional fees. These caps are exclusive of government filing fees and third-party costs, which are addressed separately in Section 4.5 below:
In all cases, if the actual time billed at the applicable hourly rates is less than the per-petition fee cap for that petition type, OWS will be billed for actual time only. The per-petition fee cap functions as a ceiling, not a fixed fee, and the Company receives the benefit of the lower amount.
Responses to USCIS Requests for Evidence are billed at the applicable hourly rates and are not subject to per-petition fee caps. Based on the Firm's experience with RFEs in similar matters, the estimated range of professional fees for an RFE response is $3,000 to $7,500 per RFE, depending on the complexity of the issues raised, the volume of additional evidence required, and the extent of supplemental briefing necessary.
4.3 Compliance Advisory and Training
Compliance audit, policy development, training, and other advisory services described in Section 2.2 are billed at the applicable hourly rates set forth in Section 4.1 and are not subject to per-matter fee caps. Based on the anticipated scope of compliance services for the first year of the engagement—including an initial I-9 audit, PAF review, FDNS preparedness training, deemed export screening protocol development, and annual compliance training—the Firm estimates annual professional fees for compliance advisory and training services in the range of $35,000 to $45,000 per year. Actual fees will vary depending on the scope and volume of services requested by OWS.
4.4 Estimated Annual Fees
Based on the projected petition volume for the engagement (the current portfolio of eighteen (18) active visa holders, the FY2026 pipeline of twelve (12) candidates, compliance services, PERM monitoring, and ongoing advisory work), the Firm estimates total annual professional fees in the range of $385,000 to $460,000. This estimate is provided for budgeting and planning purposes only and does not constitute a guarantee or fixed-fee arrangement. Actual fees will depend on the volume, complexity, and scope of services rendered during the applicable period, including any changes in the Company's petition volume, regulatory developments, and the number and complexity of RFEs received.
4.5 Government Filing Fees and Third-Party Costs
All government filing fees associated with petitions filed on behalf of OWS are the responsibility of the Company and are to be paid directly by OWS to USCIS or the U.S. Department of Labor, as applicable. For the Company's convenience, the current government filing fees per petition type are summarized below. These fees are established by the applicable agency and are subject to change without notice from C&H:
H-1B Cap-Subject Petition (Premium Processing Elected):
The ACWIA Fee of $750.00 is based on OWS's current workforce of approximately 340 employees, which exceeds the 25-full-time-equivalent-employee threshold under INA § 214(c)(9)(A). The Asylum Program Fee of $600.00 applies to employers with 26 or more full-time equivalent employees. The Company has elected to utilize premium processing for all H-1B petitions. If the Company elects not to use premium processing for a particular petition, the I-907 fee will not apply.
O-1 Petition (Premium Processing Elected):
H-1B extension and transfer petitions are subject to the same base fee structure as cap-subject petitions, excluding the H-1B registration fee (which applies only to the cap registration process).
Third-party costs incurred in connection with the engagement—including but not limited to courier and express delivery charges, translation services, foreign credential evaluation fees, expert declaration fees, document reproduction costs, and travel expenses—will be passed through to OWS at actual cost without markup. The Firm will provide advance notice to OWS before incurring any individual third-party cost exceeding $500.00 and will seek the Company's approval before engaging any third-party service provider whose aggregate fees are expected to exceed $2,000.00 for a single matter.
4.6 Billing and Payment Terms
Invoices will be rendered monthly, on or about the fifteenth (15th) day of each calendar month for services performed during the preceding calendar month. Payment is due within thirty (30) days of the invoice date. Invoices will include itemized time entries identifying the timekeeper, date, hours, rate, and description of services performed; the application of any per-petition fee caps; government filing fee pass-throughs; and disbursements and third-party costs.
Billing Partner Colette Whitman is the designated point of contact for all billing inquiries, invoice disputes, and payment coordination. Billing inquiries should be directed to Ms. Whitman at the Firm's Los Angeles office. In the event of a billing dispute, the parties will work in good faith to resolve the dispute within thirty (30) days of notification, and payment of undisputed amounts shall not be withheld pending resolution of any disputed portion.
Late payments may be subject to a service charge of one percent (1.0%) per month on amounts outstanding more than sixty (60) days past the invoice date, to the extent permitted by applicable law and the California Rules of Professional Conduct.
5. Transition from Prior Counsel
OWS has advised the Firm that its prior immigration counsel, Whitfield & Parekh LLP, located at 600 Wilshire Boulevard, Suite 1200, Los Angeles, California 90017, handled the Company's immigration matters from approximately June 1, 2019 through April 30, 2025. The transition from Whitfield & Parekh LLP to Calderwood & Harkness LLP is cooperative in nature, and OWS has confirmed that there is no adverse relationship between the firms or any dispute regarding the transition.
Upon execution of this engagement letter and receipt of appropriate authorization from OWS, the Firm will promptly transmit a file transfer request to Whitfield & Parekh LLP seeking delivery of all immigration case files in their possession relating to OWS, including without limitation: the eighteen (18) active petition files (containing approved I-797 Notices of Action, certified Labor Condition Applications, employer and expert support letters, beneficiary evidence packages, and copies of Public Access Files); the seven (7) PERM labor certification case files; the three (3) pending RFE files with all associated correspondence and evidence packages; historical Public Access File documentation maintained from 2019 through 2025; and copies of I-9 binders and related employment eligibility verification records.
The target date for completion of the file transfer from Whitfield & Parekh LLP to C&H is June 15, 2025. The Firm will use commercially reasonable efforts to coordinate with prior counsel to ensure an orderly and complete transfer within this timeframe, and will promptly notify OWS of any delays or deficiencies in the transferred files.
The Firm expressly disclaims any responsibility for work product, legal advice, or filings completed by Whitfield & Parekh LLP prior to the effective date of this engagement. However, upon receipt of transferred files, the Firm will undertake a reasonable review and due diligence of the materials to assess the status of pending matters, identify any compliance gaps or deficiencies, and ensure continuity of representation for all active cases. The results of this review will be communicated to OWS in writing within thirty (30) days of receipt of the transferred files.
6. Client Responsibilities and Cooperation
The effectiveness of the Firm's representation is dependent upon the timely cooperation of OWS and its personnel. In connection with this engagement, the Company agrees to the following:
(a) Timely and Accurate Information. OWS will provide timely and accurate information necessary for petition preparation, including but not limited to: beneficiary personal data (biographical information, passport copies, visa stamps, I-94 records, prior immigration history); educational credentials (diplomas, transcripts, credential evaluations); employment records (offer letters, organizational charts, job descriptions, compensation data); and financial documentation (tax returns, audited financial statements, or other evidence of the Company's ability to pay the proffered wage).
(b) Immigration Program Manager. OWS will designate Rajesh Anand as the Immigration Program Manager responsible for coordinating document collection, managing beneficiary communications, and serving as the primary operational liaison with the C&H engagement team. Mr. Anand will maintain a current inventory of all sponsored employees and prospective candidates and will ensure that beneficiary questionnaires and supporting documentation are completed and returned to the Firm within the timeframes specified by the engagement team.
(c) LCA Posting and PAF Maintenance. OWS will ensure compliance with LCA posting and recordkeeping obligations, including electronic posting of each certified LCA at each applicable worksite for a minimum of ten (10) consecutive business days, in accordance with 20 CFR § 655.734. The Company will maintain complete and current Public Access Files at each worksite where H-1B workers are employed, and will make such files available for public inspection during normal business hours as required by regulation.
(d) Notification of Material Changes. OWS will promptly notify the Firm of any material changes affecting pending or approved petitions, including but not limited to: changes in worksite location; modifications to job duties, title, or SOC code; adjustments to compensation (including reductions below the required wage); corporate restructuring, mergers, or acquisitions affecting the petitioning entity; and terminations or resignations of sponsored employees. Timely notification is critical, as certain material changes may trigger amendment petition requirements or withdrawal obligations.
(e) FDNS Site Visit Cooperation. OWS will cooperate fully in the preparation for and response to any USCIS FDNS site visits at the Company's worksites. The Company designates Samantha Kowalski, Director of Human Resources, as the primary site contact and Rajesh Anand, Immigration Program Manager, as the secondary site contact for FDNS visits. The Company will ensure that these individuals, as well as the direct supervisors and sponsored employees at each worksite, are familiar with site visit protocols and are prepared to respond to USCIS inquiries in accordance with the preparedness training provided by the Firm.
(f) E-Verify Compliance. OWS will maintain its active E-Verify enrollment (Company ID 1487623) and will ensure that all E-Verify cases are initiated and completed within the regulatory timelines specified by USCIS and the Department of Homeland Security, including timely resolution of tentative nonconfirmations.
7. Conflicts of Interest
The Firm conducted a comprehensive conflicts clearance review, which was completed on May 15, 2025. The review encompassed a search of the Firm's conflicts database against all known parties to this engagement, including OWS and its affiliated entities, Crestline Ventures Fund IV, LP, all known beneficiaries of pending or active visa petitions, Whitfield & Parekh LLP, USCIS, the U.S. Department of Labor, Granville Staffing Solutions, Inc. (identified as a staffing vendor with which OWS has a current contractual relationship), and other parties identified by OWS as potentially relevant.
No conflicts of interest were identified with respect to any party related to this engagement. The Firm confirms that it does not currently represent any party adverse to OWS in connection with any immigration matter, and that its representation of USCIS and DOL as government agencies does not create a conflict (as government agencies are not treated as "clients" for conflicts purposes in the context of administrative filings).
OWS acknowledges that Calderwood & Harkness LLP is a large, multi-practice law firm with offices in multiple jurisdictions and that the Firm represents numerous clients across a wide range of industries, including clients in the semiconductor, technology, and related sectors. The Firm's representation of OWS does not preclude the Firm from representing other clients in unrelated matters, even if such clients may be competitors of OWS in the commercial marketplace, provided that such representation does not create a conflict of interest under the applicable rules of professional conduct.
If a conflict of interest arises during the course of this engagement—whether actual or potential—the Firm will promptly notify OWS in writing and will work cooperatively with the Company to resolve the conflict in accordance with the California Rules of Professional Conduct and any other applicable rules. In the event that a conflict cannot be resolved through informed written consent or other appropriate measures, the Firm will take such steps as may be required by the applicable rules, which may include withdrawal from representation in one or more affected matters.
8. Confidentiality
All information provided by OWS to C&H in connection with this engagement, including but not limited to employee personal data, beneficiary immigration records, corporate financial information, business strategies, and organizational plans, will be treated as confidential and will be protected by the attorney-client privilege and the work product doctrine, to the extent applicable under law.
The Firm will not disclose confidential client information to third parties without OWS's prior written consent, except as required by law, court order, or the applicable rules of professional conduct. The Firm maintains information security protocols consistent with its obligations under the California Rules of Professional Conduct and applicable data protection regulations, and will exercise reasonable care in the storage, transmission, and disposal of confidential client information.
OWS acknowledges and agrees that the Firm may share relevant beneficiary information with USCIS, the U.S. Department of Labor, and other government agencies as necessary for the preparation and filing of petitions, applications, and compliance documentation on behalf of the Company. Such disclosures are made in furtherance of the representation and with the understanding that government agencies require access to certain personal and employment information in connection with the adjudication of visa petitions and labor certifications.
OWS further acknowledges that certain information submitted to government agencies in connection with this engagement is subject to public disclosure requirements under federal regulations. By way of example, LCA data filed with the Department of Labor is made publicly available through the DOL's online disclosure system, and information included in Public Access Files is subject to inspection by any member of the public during normal business hours. The Firm will advise OWS regarding the scope of public disclosure obligations applicable to each filing.
9. Term and Termination
This engagement is effective as of May 20, 2025, and shall continue in effect until terminated by either party in accordance with the provisions of this Section 9. The engagement is not for a fixed term and will remain in force so long as the parties mutually agree to continue the representation.
Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party. Notice of termination shall be delivered in writing to the addresses specified in this engagement letter or to such other address as a party may designate in writing.
Upon termination of the engagement, the Firm will cooperate fully in the orderly transition of files, pending matters, and work product to successor counsel designated by OWS. The Firm will provide successor counsel with all original documents and complete copies of the engagement file, subject to the Firm's right to retain copies for its own records as permitted by the applicable rules of professional conduct.
OWS shall remain responsible for payment of all fees and costs incurred through the date of termination, including fees for services rendered during the thirty-day notice period, as well as any reasonable costs associated with the transition of files to successor counsel. Unpaid invoices shall remain due and payable in accordance with the payment terms set forth in Section 4.6, notwithstanding termination of the engagement.
The Firm may withdraw from representation in accordance with applicable rules of professional conduct, including without limitation in the event of: non-payment of fees or costs after reasonable notice and opportunity to cure; the emergence of a conflict of interest that cannot be resolved through informed written consent; the Company's failure to cooperate with the Firm or to fulfill its obligations under Section 6 of this engagement letter; or any other circumstance in which continued representation would violate the Firm's ethical obligations. The Firm will provide reasonable notice of any withdrawal and will take all steps required by applicable rules to protect the Company's interests during the transition period.
10. Limitation of Scope
This engagement is limited to the immigration-related legal services described in Section 2 of this engagement letter. The Firm is not engaged to provide, and this engagement letter does not create an obligation to provide, general corporate counsel services, employment law advice (other than as directly related to immigration compliance), tax advice, intellectual property counsel, or any other legal services outside the scope of the immigration representation described herein.
To the extent that immigration compliance matters intersect with other areas of law—such as deemed export screening under the Export Administration Regulations, as referenced in Section 2.2—the Firm's services are limited to the immigration-specific aspects of such matters and do not constitute comprehensive advice in the intersecting practice area. The Company is encouraged to consult with its other legal advisors regarding non-immigration aspects of such matters.
Nothing in this engagement letter creates an attorney-client relationship between Calderwood & Harkness LLP and any individual visa beneficiary. The Firm's client is OWS as the corporate entity and petitioner. While the Firm may communicate directly with individual beneficiaries in the course of petition preparation—for example, to collect personal biographical data, educational credentials, or supporting evidence—such communications are made on behalf of OWS as the petitioning employer, and no individual attorney-client relationship is established thereby. Individual beneficiaries who require personal immigration counsel are advised to retain their own attorneys.
11. No Guarantee of Outcome
OWS acknowledges that the outcome of any petition, application, or request filed with USCIS, the U.S. Department of Labor, or any other government agency is within the sole discretion of the adjudicating agency and its officers. The Firm has no ability to control, predict, or guarantee the outcome of any filing.
The Firm will exercise its best professional judgment and diligence in preparing and pursuing petitions and applications on behalf of OWS, drawing on its experience and expertise in business immigration law. However, the Firm cannot and does not guarantee: the approval of any petition or application; the avoidance of Requests for Evidence, Notices of Intent to Deny, or other adverse agency actions; any particular processing timeline or adjudication speed (including in connection with premium processing requests); or any specific outcome with respect to PERM labor certification applications, immigrant visa petitions, or any other matter within the scope of this engagement.
OWS further acknowledges that government filing fees paid to USCIS, the Department of Labor, or any other government agency are non-refundable regardless of the outcome of the petition or application, and that the Firm has no obligation to refund or credit government filing fees in the event of a denial or other adverse action.
12. 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, and in accordance with the California Rules of Professional Conduct and any other applicable rules governing the practice of law.
Any dispute, controversy, or claim arising out of or relating to this engagement letter, the Firm's representation of OWS, or the fees charged in connection therewith, shall first be addressed through good-faith negotiation between the parties. If the parties are unable to resolve the dispute through negotiation within thirty (30) days of written notice of the dispute, the matter shall be submitted to binding arbitration in Los Angeles County, California, in accordance with the rules of a mutually agreed arbitration body. The arbitrator's decision shall be final and binding, and judgment upon the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees in connection with any arbitration proceeding, unless the arbitrator determines otherwise. Nothing in this Section 12 shall be construed to limit OWS's rights under the California Rules of Professional Conduct, including the right to seek fee arbitration through the State Bar of California's Mandatory Fee Arbitration Program.
13. Acceptance and Execution
We are pleased to have the opportunity to serve as immigration counsel to Optiwave Semiconductor Corp. and look forward to a productive working relationship. If the terms of this engagement letter are acceptable to OWS, please confirm acceptance by countersigning a copy of this letter in the space provided below and returning it to the undersigned at your earliest convenience. An executed copy may be returned via email (in PDF format) or by U.S. Mail to the address indicated above.
Please do not hesitate to contact me if you have any questions regarding the terms of this engagement letter or any aspect of the representation.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Nathaniel Bower Partner Calderwood & Harkness LLP 555 South Grand Avenue, 38th Floor Los Angeles, CA 90071 Telephone: (213) 555-7412
Email: nbower@calderwoodharkness.com
AGREED AND ACCEPTED:
The undersigned, on behalf of Optiwave Semiconductor Corp., hereby acknowledges receipt of this engagement letter, confirms acceptance of the terms and conditions set forth herein, and authorizes Calderwood & Harkness LLP to proceed with the engagement described above.
OPTIWAVE SEMICONDUCTOR CORP.
By: ________
Name: Patricia Langford
Title: General Counsel
Optiwave Semiconductor Corp. 4820 Veltrano Parkway, Suite 300 San Jose, CA 95134
Date: ________
cc: Rajesh Anand, Immigration Program Manager, Optiwave Semiconductor Corp. (via email) cc: Colette Whitman, Billing Partner, Calderwood & Harkness LLP (via internal distribution)
EXHIBIT A FEE SCHEDULE SUMMARY
Hourly Billing Rates
Per-Petition Fee Caps (C&H Professional Fees Only; Exclusive of Government Filing Fees and Third-Party Costs)
RFE Responses
RFE responses are billed at applicable hourly rates and are not subject to per-petition fee caps. Estimated range: $3,000 to $7,500 per RFE, depending on complexity.
Compliance Audit and Training Services
Compliance audit, policy development, and training services are billed at applicable hourly rates without per-matter caps. Estimated annual cost: $35,000 to $45,000 per year, depending on scope and volume of services.
Estimated Total Annual Professional Fees
Based on current portfolio and projected petition volume: $385,000 to $460,000 (estimate only; actual fees depend on volume, complexity, and scope of services rendered).
Government Filing Fees Summary (Current as of May 2025; Subject to Change by Applicable Agency)
Note: H-1B extension and transfer petitions are subject to the same base fee structure as cap-subject petitions, excluding the H-1B registration fee ($215). Government filing fees are the responsibility of OWS and are paid directly by the Company. Premium processing is elected by default; if OWS elects not to use premium processing for a particular petition, the I-907 fee ($2,805) will not apply.
EXHIBIT B ENGAGEMENT TEAM DIRECTORY
Firm Office Locations
Calderwood & Harkness LLP — Los Angeles (Primary) 555 South Grand Avenue, 38th Floor Los Angeles, CA 90071 Telephone: (213) 555-7400 Facsimile: (213) 555-7401
Calderwood & Harkness LLP — San Francisco 101 California Street, 27th Floor San Francisco, CA 94111 Telephone: (415) 555-3200 Facsimile: (415) 555-3201
End of Engagement Letter SC-OWS-2025-0520-IMM
Timekeeper | Title | Hourly Rate
Nathaniel Bower | Partner | $895.00
Colette Whitman | Partner | $895.00
Dr. Lena Marchetti | Of Counsel | $750.00
Megan Chu | Associate | $575.00
Derek Okonkwo | Associate | $575.00
Tanya Benavides | Paralegal | $295.00
Petition Type | Per-Petition Fee Cap
H-1B initial / cap-subject petition (including associated LCA filing) | $6,500.00
H-1B extension petition | $4,200.00
H-1B transfer petition | $5,800.00
H-1B amendment petition (worksite change, SOC code change) | $3,500.00
O-1A or O-1B petition (including advisory letter coordination and evidence compilation) | $12,500.00
Fee Component | Amount
I-129 Base Filing Fee | $780.00
H-1B Registration Fee | $215.00
Fraud Prevention and Detection Fee | $500.00
ACWIA Fee (employers with 26+ FTEs) | $750.00
Asylum Program Fee (employers with 26+ FTEs) | $600.00
Premium Processing (I-907) | $2,805.00
Total per Cap-Subject Petition | $5,650.00
Fee Component | Amount
I-129 Base Filing Fee | $780.00
Premium Processing (I-907) | $2,805.00
Total per O-1 Petition | $3,585.00
Timekeeper Category | Applicable Personnel | Hourly Rate
Partners | Nathaniel Bower, Colette Whitman | $895.00
Of Counsel | Dr. Lena Marchetti | $750.00
Associates | Megan Chu, Derek Okonkwo | $575.00
Paralegals | Tanya Benavides | $295.00
Petition Type | Fee Cap
H-1B initial / cap-subject petition (including associated LCA filing) | $6,500.00
H-1B extension petition | $4,200.00
H-1B transfer petition | $5,800.00
H-1B amendment petition (worksite change, SOC code change) | $3,500.00
O-1A or O-1B petition (including advisory letter coordination and evidence compilation) | $12,500.00
Petition Type | Total Government Fees (with Premium Processing)
H-1B cap-subject petition | $5,650.00
O-1 petition | $3,585.00
Team Member | Title | Engagement Role | Billing Rate | Office | Contact
Nathaniel Bower | Partner | Responsible Partner — engagement oversight and client relationship management | $895.00/hr | Los Angeles | nbower@calderwoodharkness.com; (213) 555-7412
Colette Whitman | Partner | Billing Partner — billing and financial oversight | $895.00/hr | Los Angeles | cwhitman@calderwoodharkness.com; (213) 555-7418
Megan Chu | Associate | Lead Associate — day-to-day petition preparation, compliance, primary working contact | $575.00/hr | San Francisco | mchu@calderwoodharkness.com; (415) 555-3205
Derek Okonkwo | Associate | Working Associate — petition preparation, legal research, compliance support | $575.00/hr | San Francisco | dokonkwo@calderwoodharkness.com; (415) 555-3211
Dr. Lena Marchetti | Of Counsel | Immigration subject matter expert — complex petition strategy, evidentiary frameworks, regulatory compliance | $750.00/hr | Los Angeles | lmarchetti@calderwoodharkness.com; (213) 555-7425
Tanya Benavides | Paralegal | Filing logistics, PAF maintenance, document management, deadline tracking | $295.00/hr | Los Angeles | tbenavides@calderwoodharkness.com; (213) 555-7430

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

AGREED AND ACCEPTED:

OPTIWAVE SEMICONDUCTOR CORP.

EXHIBIT A FEE SCHEDULE SUMMARY

EXHIBIT B ENGAGEMENT TEAM DIRECTORY

Record

Parties

Dates

Amounts