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PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Attorneys at Law

350 South Grand Avenue, 48th Floor Los Angeles, California 90071 Telephone: (213) 555-7200 Facsimile: (213) 555-7201

1201 F Street NW, Suite 700 Washington, DC 20004 Telephone: (202) 555-4100 Facsimile: (202) 555-4101

www.calderwoodharkness.com

March 18, 2024

Rebecca Tanaka, Esq. General Counsel Optiwave Semiconductor Corp. 4810 Bayside Technology Parkway, Suite 300 Santa Clara, California 95054

Re: Engagement of Calderwood & Harkness LLP by Optiwave Semiconductor Corp. — Patent Infringement Litigation Against Lumicore Technologies, Inc.

Dear Ms. Tanaka:

1. Introduction and Purpose

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Optiwave Semiconductor Corp. ("OWS," "Optiwave Semi," or the "Client") as lead litigation counsel in connection with the prosecution of patent infringement claims against Lumicore Technologies, Inc. ("Lumicore" or "LTC"), a Delaware corporation headquartered at 9200 Spectrum Boulevard, Building C, Austin, Texas 78759.

This engagement letter (this "Letter") sets forth the terms and conditions governing the attorney-client relationship between C&H and OWS with respect to the above-referenced matter. The effective date of this engagement is March 18, 2024 (the "Effective Date"). We look forward to partnering with your team on this important matter and to bringing to bear the full resources of the Firm's intellectual Property Litigation Practice Group on OWS's behalf.

This Letter supersedes any and all prior oral discussions, preliminary correspondence, or other communications between the parties regarding the terms and conditions of this engagement. The terms set forth herein shall govern the relationship between C&H and OWS unless and until amended in writing in accordance with Section 14 below.

2. Scope of Representation

C&H will serve as lead litigation counsel for OWS in connection with the assertion of patent infringement claims against Lumicore Technologies, Inc. The representation encompasses all aspects of the contemplated patent infringement action, including but not limited to the following:

(a) Pre-suit investigation and case assessment, including analysis of the accused products, review of prior art, freedom-to-operate assessments relating to potential counterclaims, and evaluation of OWS's damages theories;

(b) Drafting and filing of the complaint in the United States District Court for the Eastern District of Texas, marshall Division, together with all related pleadings, exhibits, and supporting documentation;

(c) All pre-trial proceedings, including claim construction proceedings (commonly referred to as Markman hearings), both fact and expert discovery (including written discovery, depositions, document productions, and interrogatories), dispositive motions (including motions for summary judgment and partial summary judgment), and Daubert motions relating to the admissibility of expert testimony;

(d) Trial and post-trial proceedings, including all trial preparation, jury selection, presentation of the case-in-chief and rebuttal, post-trial motions (including motions for judgment as a matter of law, motions for a new trial, and motions regarding damages), and any proceedings related to the entry and enforcement of judgment;

(e) Settlement negotiations, mediation, and alternative dispute resolution, including preparation for and participation in any court-ordered or voluntary mediation, structured settlement discussions, and any other forms of alternative dispute resolution that the parties may agree to or that may be required by the Court;

(f) Defense against any counterclaims asserted by Lumicore, including but not limited to counterclaims for declaratory judgment of non-infringement, declaratory judgment of invalidity, unenforceability based on allegations of inequitable conduct, and any other defensive claims related to the asserted patents;

(g) Any related inter partes review ("IPR") proceedings before the United States Patent and Trademark Office ("USPTO"), if applicable, including defending the validity of the asserted patents in any petition for IPR filed by Lumicore or a third party acting on its behalf;

(h) Injunctive relief proceedings, including the preparation and prosecution of motions for preliminary injunction and/or permanent injunction, as well as opposition to any such motions filed by Lumicore; and

(i) Appellate proceedings, to the extent that OWS elects to retain C&H for any appeal arising from the foregoing matters, subject to a separate written agreement regarding scope and fees for appellate work.

2.1 Asserted Patents

The patents to be asserted against Lumicore in the contemplated action are as follows:

2.2 Accused Products

The products accused of infringement include, without limitation, the following Lumicore product lines:

• LumiLink 400G-ZR+ coherent optical transceiver modules and all variants thereof;

• LumiLink 800G-DR8 multi-channel silicon photonic transceiver modules and all variants thereof; and

• LumiEdge 1600G-LR long-reach optical interconnect modules and all variants thereof.

The identification of accused products is preliminary and is based on C&H's pre-suit investigation to date. OWS and C&H may jointly determine that additional Lumicore products or product lines are properly accused of infringement as the investigation and discovery proceed.

2.3 Limitations on Scope

The representation described herein does not extend to patent prosecution, portfolio management, licensing (except in connection with settlement of the litigation), or any other non-litigation intellectual property matters unless expressly agreed upon in a separate written engagement or an amendment to this Letter.

2.4 Local Counsel

C&H will retain local counsel in the Eastern District of Texas as needed to comply with local rules and to facilitate filings and court appearances. The Firm anticipates retaining Whitmore & Callahan LLP, located at 110 North College Avenue, Suite 800, Tyler, Texas 75702, for this purpose. The costs and fees of Whitmore & Callahan LLP will be treated as a disbursement and passed through to OWS, as further described in Section 5 below.

3. Responsible Attorneys

The following attorneys will have primary responsibility for the engagement and will serve as the core litigation team:

Alan Ngo will serve as the Responsible Partner and principal point of contact within the Firm for all strategic and substantive aspects of the litigation. Marcus Delgado will serve as the Billing Partner and will be available for trial and major hearing appearances. Wendy Schultz will be responsible for day-to-day management of the litigation, including coordination of discovery, briefing, and expert preparation. Omar Siddiqui will provide support across all phases of the matter, with particular focus on claim construction research, technical analysis, and document review.

Additional attorneys, paralegals, and support staff may be assigned to the matter as warranted by case developments and workload requirements. OWS will be informed of any material changes to the staffing of the matter, including the addition of any new timekeeper at the partner level or the reassignment of any of the four attorneys listed above.

C&H will coordinate closely with local counsel James "Jim" Callahan of Whitmore & Callahan LLP, 110 North College Avenue, Suite 800, Tyler, Texas 75702, for all Eastern District of Texas filings, in-person court appearances, and compliance with local rules and standing orders. Mr. Callahan has extensive experience before the courts of the Eastern District of Texas and has served as local counsel in numerous patent infringement actions in that district.

4. Billing Rates and Fee Structure

4.1 Standard Hourly Rates (2024)

C&H's standard hourly rates for attorneys and paralegals assigned to this matter are set forth below. These rates are effective as of January 1, 2024, and reflect the Firm's standard 2024 rate schedule for intellectual property litigation engagements.

Partners:

• Alan Ngo, Partner: $1,350 per hour

• Marcus Delgado, Partner: $1,150 per hour

The standard hourly rate range for C&H partners assigned to IP litigation matters is $1,150 to $1,350 per hour.

Senior Associates:

• Wendy Schultz, Senior Associate: $825 per hour

Associates:

• Omar Siddiqui, Associate: $725 per hour

The standard hourly rate range for C&H associates assigned to IP litigation matters is $650 to $725 per hour.

Paralegals:

• All assigned paralegals: $375 per hour

C&H's hourly rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. OWS will be given at least sixty (60) days' advance written notice of any rate increase applicable to this engagement. Any rate increase during calendar year 2024 is hereby waived. If rates are adjusted for calendar year 2025, C&H will communicate the adjusted rates to OWS no later than November 1, 2024.

4.2 Blended Cap Rate

Notwithstanding the standard hourly rates set forth in Section 4.1, the Firm and OWS have negotiated and agreed to a blended cap rate of $925 per hour (the "Blended Cap").

The Blended Cap operates as follows: each monthly invoice rendered by C&H will calculate total professional fees using actual hours recorded by each timekeeper multiplied by that timekeeper's actual individual hourly rate. If the resulting effective blended rate (i.e., total fees divided by total hours) for a given monthly billing period exceeds $925 per hour, the total professional fees for that month will be automatically reduced to the amount that would result from applying $925 per hour to the total hours billed in that period. If the effective blended rate for a given monthly billing period is at or below $925 per hour, no adjustment will be made and fees will be calculated at actual rates.

The Blended Cap was negotiated with the acknowledgment and approval of Ridgeline Capital Partners, LP ("Ridgeline"), OWS's majority equity sponsor, which holds an approximately fifty-five percent (55%) ownership interest in OWS. Ridgeline's acknowledgment and approval of the Blended Cap arrangement, along with the overall Litigation Budget, is anticipated to be formalized through OWS Board Resolution No. 2024-07, expected to be adopted on or about April 2, 2024.

The Blended Cap applies only to professional fees of C&H attorneys and paralegals. It does not apply to disbursements, local counsel fees, expert witness fees, or any other third-party costs, all of which will be billed at actual cost in accordance with Section 5 below.

4.3 Success Fee

In addition to hourly fees calculated in accordance with Sections 4.1 and 4.2, C&H shall be entitled to a success fee (the "Success Fee") in an amount equal to five percent (5%) of the net recovery obtained by OWS above One Hundred Fifty Million Dollars ($150,000,000) in connection with this matter.

For purposes of this Section 4.3, "net recovery" means the total amount of monetary damages, settlement payments, royalty payments, or other monetary consideration received by OWS from or on behalf of Lumicore Technologies, Inc. in connection with this matter, net of (i) court-awarded costs and (ii) any third-party litigation funding costs incurred by OWS in connection with this matter, if any, but before the deduction of C&H's professional fees and costs.

The Success Fee shall be payable within thirty (30) days of receipt by OWS of the net recovery proceeds. In the event that the net recovery is paid in installments, the Success Fee attributable to each installment shall be calculated and paid within thirty (30) days of OWS's receipt of each installment.

The Success Fee applies to both litigated outcomes (including jury verdicts, bench trial judgments, and post-trial settlements) and pre-trial settlements.

For purposes of illustration, the following example demonstrates the application of the Success Fee:

Example: If OWS recovers $210,000,000 in net recovery, the Success Fee would be calculated as follows:

5% × ($210,000,000 – $150,000,000) = 5% × $60,000,000 = $3,000,000

The Success Fee is in addition to, and not in lieu of, all hourly fees and costs incurred in connection with the representation. The hourly fees payable under Sections 4.1 and 4.2 are fully earned as services are rendered, regardless of whether the conditions for payment of the Success Fee are met.

In the event OWS obtains only non-monetary relief in connection with this matter (e.g., a permanent injunction without an accompanying monetary damages award or settlement payment), no Success Fee shall be payable.

4.4 Invoicing and Payment

C&H will render monthly invoices to OWS, which will include the following detail:

(a) a narrative description of the legal services rendered by each timekeeper during the billing period, presented in a format consistent with UTBMS/LEDES billing codes;

(b) the total hours expended by each timekeeper and the applicable hourly rate for each;

(d) an itemization of all costs and disbursements incurred during the billing period, with supporting documentation for any individual disbursement exceeding $5,000; and

(e) a running cumulative total of fees and costs incurred since the commencement of the engagement, together with a comparison to the applicable phase budget set forth in the Litigation Budget (Exhibit A).

Invoices are due and payable within thirty (30) days of the invoice date. C&H reserves the right to charge interest at a rate of one percent (1.0%) per month (twelve percent (12%) per annum) on any unpaid balance outstanding more than sixty (60) days past the invoice date. The application of such interest charges shall not constitute a waiver of any other rights or remedies available to C&H with respect to unpaid invoices.

OWS may designate Rebecca Tanaka, General Counsel, or David Leitner, Chief Financial Officer, as the authorized recipients for billing inquiries, invoice review, and invoice approval. C&H will direct all invoices and billing-related correspondence to the designated recipient(s). Any billing dispute must be raised in writing within sixty (60) days of the invoice date; the failure to raise a dispute within such period shall not constitute a waiver of OWS's right to dispute the invoice, but shall create a rebuttable presumption that the invoice is correct.

5. Costs and Disbursements

In addition to professional fees, OWS shall be responsible for all reasonable and necessary costs and disbursements incurred by C&H in connection with the representation. Such costs and disbursements include, but are not limited to, the following:

(a) Court filing fees and service-of-process costs, including fees for service by private process server if necessary;

(b) Pro hac vice admission fees for C&H attorneys seeking admission to the United States District Court for the Eastern District of Texas;

(c) Local counsel fees and costs of Whitmore & Callahan LLP, Tyler, Texas, billed at Whitmore & Callahan's standard rates and passed through to OWS at actual cost without mark-up;

(d) Expert witness fees and costs, including retainer fees, hourly fees for report preparation and testimony, travel expenses, and other costs incurred by retained expert witnesses (retention agreements for individual experts to be entered into separately and submitted to OWS for approval; anticipated experts are further described below);

(e) Reverse-engineering and teardown analysis fees payable to Benchmark Semiconductor Analysis, LLC, in connection with the technical analysis of Lumicore's accused products;

(f) Travel expenses, including airfare (coach or business class for flights exceeding four hours), hotel accommodations, ground transportation, and meals, for C&H attorneys and staff traveling to Tyler, Texas, Austin, Texas, and such other locations as may be necessary for depositions, court appearances, inspections, and other litigation-related purposes;

(g) Court reporter and transcription fees for depositions, hearings, and trial proceedings;

(h) E-discovery costs, including platform hosting, data processing, document review technology, analytics, and production costs, utilizing Relativity or an equivalent e-discovery platform;

(i) Printing, copying, and binding costs for court filings, deposition exhibits, and trial materials;

(j) Demonstrative exhibit preparation costs, including graphic design, animation, and multimedia production for use in Markman hearings, trial, and other proceedings;

(k) Jury consulting fees, in the event that a jury consultant is retained with OWS's prior approval; and

(l) Mediation and arbitration fees, if applicable, including mediator fees and administrative fees for any court-ordered or voluntary mediation or arbitration.

C&H will seek advance approval from OWS's General Counsel (or her designee) for any single disbursement exceeding Twenty-Five Thousand Dollars ($25,000). For recurring costs (such as monthly e-discovery platform hosting fees), C&H will obtain approval for the estimated aggregate cost at the time such services are first engaged, and will notify OWS if the aggregate cost is reasonably expected to exceed the approved estimate by more than fifteen percent (15%).

Estimated Expert Fee Budget. Based on C&H's preliminary assessment of the expert witnesses likely to be required in this matter, the Firm estimates a total expert fee budget of approximately $2,800,000, allocated as follows:

These estimates are preliminary and are subject to revision based on case developments. Individual expert retention agreements will be submitted to OWS for review and approval prior to execution.

6. Litigation Budget

Attached to this Letter as Exhibit A is a detailed phase-by-phase litigation budget (the "Litigation Budget") totaling Eighteen Million Five Hundred Thousand Dollars ($18,500,000) through the conclusion of trial. The Litigation Budget has been prepared by C&H based on its experience in comparable patent infringement matters and has been submitted separately to Ridgeline Capital Partners, LP for board-level review and approval.

The Litigation Budget is organized by the following phases:

The Litigation Budget is an estimate prepared in good faith based on currently available information and assumptions regarding the anticipated course and complexity of the litigation. It is subject to revision based on actual case developments, including but not limited to the number of accused products ultimately at issue, the scope of discovery, the filing of counterclaims or IPR petitions by Lumicore, and rulings by the Court that may expand or narrow the scope of the proceedings.

C&H will monitor actual expenditures against the Litigation Budget on an ongoing basis. If actual expenditures are reasonably expected to exceed any individual phase budget by more than fifteen percent (15%), C&H will promptly notify OWS of the anticipated overrun and provide an explanation of the factors contributing to the increase. C&H will seek written approval from OWS (through the General Counsel or CFO) before incurring expenditures that would cause any phase budget to be exceeded by more than fifteen percent (15%).

The Success Fee described in Section 4.3 is not included in the $18,500,000 Litigation Budget. The Success Fee, if earned, is payable from recovery proceeds and is calculated independently of the Litigation Budget.

Ridgeline Capital Partners' approval of the Litigation Budget is referenced pursuant to OWS Board Resolution No. 2024-07, which is anticipated to be adopted on or about April 2, 2024. C&H understands that OWS's entry into this engagement is contingent upon formal adoption of Board Resolution No. 2024-07, and that in the interim period between the Effective Date and the date of adoption, C&H is authorized to proceed with pre-suit investigation and case assessment activities within the Phase 1 budget allocation.

7. Conflict of Interest Disclosure and Waiver

C&H has conducted a thorough conflict of interest check in connection with this engagement, the results of which are documented in the Firm's internal conflicts memorandum dated March 14, 2024.

The conflict check revealed that C&H has previously performed unrelated legal work for Silverstone Capital Markets LLC, which C&H understands to be Lumicore Technologies, Inc.'s investment bank and IPO underwriter. Specifically:

(a) The prior C&H engagement for Silverstone Capital Markets LLC involved the provision of securities regulatory advice in connection with an unrelated transaction. That engagement was concluded in 2021.

(b) The prior engagement did not involve Lumicore Technologies, Inc. in any capacity, nor did it involve any subject matter related to the patents, technologies, products, or commercial activities at issue in this case.

(c) C&H does not currently represent Silverstone Capital Markets LLC in any active matter, and no attorney-client relationship currently exists between C&H and Silverstone Capital Markets LLC.

(d) No confidential information obtained from Silverstone Capital Markets LLC in connection with the prior engagement is material to, or would be used in connection with, the representation of OWS against Lumicore.

Based on the foregoing, C&H has determined that the prior Silverstone Capital Markets LLC representation does not give rise to a disqualifying conflict of interest under the California Rules of Professional Conduct or any other applicable professional responsibility rules.

Nevertheless, out of an abundance of caution and in the interest of full transparency, C&H has disclosed this prior relationship to OWS. By executing this Letter, OWS acknowledges the disclosure set forth above and waives any potential conflict of interest arising from C&H's prior representation of Silverstone Capital Markets LLC in connection with the unrelated securities regulatory matter described above.

This waiver is limited to the specific conflict described in this Section 7 and does not extend to any other conflict of interest that may arise in the future. In the event that a new or previously unidentified conflict arises during the course of the representation, C&H will promptly disclose the conflict to OWS and obtain any necessary waivers or take such other steps as may be required under applicable professional responsibility rules.

OWS confirms that it has had a reasonable opportunity to consult with independent counsel regarding this waiver and the implications of C&H's prior relationship with Silverstone Capital Markets LLC, and that OWS has elected to proceed with C&H's representation notwithstanding the disclosed prior relationship. OWS's decision to grant this waiver is made voluntarily and with full knowledge of the material facts.

8. Client Responsibilities and Communications

The effectiveness of C&H's representation depends in significant part on OWS's active cooperation and engagement throughout the course of the litigation. OWS agrees to cooperate fully with C&H in connection with the representation, including by:

(a) Providing timely access to documents, data, and witnesses relevant to the litigation, including technical documentation, engineering specifications, financial records, correspondence, and other materials as may be reasonably requested by C&H;

(b) Implementing and maintaining a litigation hold on all relevant documents and electronically stored information ("ESI") in accordance with preservation obligations, as directed by C&H. C&H will provide OWS with a detailed litigation hold notice and preservation protocol promptly following the Effective Date, and OWS shall ensure that the litigation hold is communicated to and followed by all relevant custodians within the organization;

(c) Designating Rebecca Tanaka, General Counsel, as the primary client contact for all litigation-related communications. Ms. Tanaka will serve as C&H's principal point of contact within OWS for day-to-day matters, strategic decisions, and settlement authority. In Ms. Tanaka's absence, C&H may communicate with such other OWS personnel as Ms. Tanaka may designate in writing;

(d) Providing prompt responses to C&H's requests for factual information, document review and certification, deposition preparation, and settlement authority, recognizing that delays in client responses can adversely affect the litigation timeline and C&H's ability to meet Court-imposed deadlines; and

(e) Making key personnel available for witness preparation, depositions, and trial testimony as reasonably required.

C&H will keep OWS informed of all material developments in the case in a timely manner and will consult with OWS before taking any significant strategic action, including but not limited to: filing or responding to dispositive motions; making or responding to settlement offers; retaining expert witnesses; entering into stipulations that materially affect OWS's rights; and making strategic decisions regarding claim construction positions.

The following key OWS personnel are expected to be involved in the matter and may be called upon for factual input, witness preparation, and testimony:

All communications between C&H and OWS in connection with this engagement are protected by the attorney-client privilege and the work-product doctrine. OWS should take care to maintain the confidentiality of all such communications, including by limiting distribution of privileged materials to individuals with a need to know and by marking such materials as "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION" where appropriate. OWS should consult with C&H before disclosing any privileged communication to a third party, including to Ridgeline Capital Partners or its representatives, to ensure that appropriate measures are taken to preserve the privilege.

9. Confidentiality

C&H acknowledges that in the course of the representation, C&H will have access to confidential, proprietary, and trade-secret information of OWS, including but not limited to financial data, engineering specifications, semiconductor fabrication processes, product designs, customer lists, pricing information, supplier agreements, and strategic plans (collectively, "OWS Confidential Information").

C&H agrees to maintain the confidentiality of all OWS Confidential Information in accordance with applicable professional responsibility rules, including California Rule of Professional Conduct 1.6 and any other applicable state or federal rules or regulations. C&H further agrees to comply with all protective orders entered by the Court in connection with this matter with respect to the handling, use, and disclosure of confidential information.

C&H will implement appropriate internal access controls to ensure that OWS Confidential Information is accessible only to C&H personnel who are actively working on this matter and who have a legitimate need to access such information. C&H will not use OWS Confidential Information for any purpose other than the provision of legal services in connection with this engagement without OWS's prior written consent.

The obligations set forth in this Section 9 shall survive the termination of this engagement.

10. Insurance

OWS has informed C&H that it maintains directors' and officers' liability insurance and litigation-cost insurance through Pacific Rim Insurance Group, under Policy No. PLI-2023-08812 (the "Policy").

C&H will provide notice of this engagement and the filing of the patent infringement action to Pacific Rim Insurance Group promptly after the complaint is filed, as required under the terms of the Policy. C&H will cooperate with OWS in providing such information to Pacific Rim Insurance Group as may be reasonably necessary to facilitate OWS's insurance claim, to the extent consistent with the attorney-client privilege and applicable professional responsibility rules.

OWS shall be solely responsible for determining the extent of coverage, if any, under the Policy for: (a) defense costs associated with any counterclaims asserted by Lumicore; (b) any adverse judgment or settlement payment; and (c) C&H's professional fees and costs. C&H does not render opinions on insurance coverage matters, and OWS should consult with its insurance broker or coverage counsel regarding any questions about the scope or applicability of the Policy.

11. Termination

Either party may terminate this engagement at any time upon thirty (30) days' written notice to the other party, subject to the following terms and conditions.

Termination by OWS. In the event that OWS elects to terminate this engagement, OWS shall remain obligated to pay all fees and costs incurred by C&H through the effective date of termination, as well as any fees and costs reasonably incurred by C&H in connection with the orderly transition of the matter to successor counsel, including the preparation and delivery of files, the preparation of a transition memorandum, and any required court filings related to the substitution of counsel.

Termination by C&H. In the event that C&H elects to terminate this engagement or withdraw from the representation, C&H shall comply with all applicable professional responsibility rules governing withdrawal from representation, including California Rule of Professional Conduct 1.16 and any applicable rules of the United States District Court for the Eastern District of Texas. Where required, C&H will obtain leave of Court prior to withdrawing as counsel of record. C&H will use reasonable efforts to minimize any prejudice to OWS resulting from the withdrawal, including by providing reasonable advance notice and cooperating in the transition to successor counsel.

Delivery of Files. Upon termination of this engagement, by either party and for any reason, C&H will promptly deliver to OWS or its designated successor counsel all files, documents, and work product belonging to OWS, including but not limited to pleadings, correspondence, discovery materials, expert reports, and other materials generated or received in connection with the representation. C&H may retain copies of such files for its own records in accordance with the Firm's document retention policies and applicable professional responsibility rules.

Survival of Success Fee. The Success Fee provision set forth in Section 4.3 shall survive the termination of this engagement and shall remain payable if the conditions for payment described in Section 4.3 are met, regardless of whether C&H is counsel of record at the time the net recovery is received by OWS, provided that the net recovery resulted, in whole or in material part, from work performed by C&H during the engagement period. In the event that OWS disputes whether the net recovery resulted, in whole or in material part, from C&H's work, or in the event of any other dispute regarding the applicability or calculation of the Success Fee following termination, the parties agree to resolve such dispute through binding arbitration in Los Angeles, California, administered by the American Arbitration Association under its Commercial Arbitration Rules.

12. Limitation of Scope / No Guarantee of Outcome

This engagement is limited to the scope of representation described in Section 2 above. Any expansion of the scope of representation — including, without limitation, the assertion of claims against additional parties, representation in related proceedings not described in Section 2, or the provision of legal services in non-litigation intellectual property matters — must be agreed upon in a separate written engagement letter or a written amendment to this Letter.

C&H makes no guarantee or warranty regarding the outcome of the litigation. The practice of law involves inherent uncertainties, and the outcome of any litigation is dependent on numerous factors that are beyond the control of counsel, including the decisions of the Court, the actions of opposing counsel, the credibility of witnesses, and the composition and predisposition of the jury. Any prior discussion of potential damages amounts, settlement ranges, likelihood of success, or other litigation outcomes constitutes C&H's professional judgment based on the information available at the time and does not constitute a guarantee, warranty, or promise of any particular result.

The estimated damages demand of approximately $210,000,000, as discussed in pre-engagement consultations between the Firm and OWS's management team, represents a preliminary assessment based on C&H's review of publicly available information regarding Lumicore's revenues and market position, as well as an initial analysis of potential reasonable royalty and lost-profits theories. This estimate is subject to further investigation, analysis, and refinement as the litigation proceeds, and may be revised upward or downward based on the evidence developed during discovery.

13. 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.

Any dispute, controversy, or claim arising out of or relating to this engagement letter, including but not limited to disputes regarding the calculation, payment, or amount of fees (including the Success Fee), costs, or disbursements, shall be resolved through binding arbitration in Los Angeles, California, administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator with experience in attorney fee disputes. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Notwithstanding the foregoing, nothing in this Section 13 shall limit either party's right to seek injunctive or other equitable relief in a court of competent jurisdiction to preserve the status quo pending arbitration, including but not limited to temporary restraining orders or preliminary injunctions to prevent the dissipation of assets or the destruction of evidence.

Each party shall bear its own costs and attorneys' fees in connection with any arbitration proceeding under this Section 13, unless the arbitrator determines that an award of costs and fees to the prevailing party is appropriate under the circumstances.

14. Entire Agreement / Amendment

This engagement letter, together with all exhibits and attachments hereto (including Exhibit A — Litigation Budget Summary and Exhibit B — Billing Rate Schedule), constitutes the entire agreement between C&H and OWS with respect to the subject matter hereof. This Letter supersedes all prior negotiations, discussions, representations, and agreements between the parties, whether written or oral, relating to the terms and conditions of C&H's engagement by OWS in connection with the Lumicore patent infringement litigation.

This Letter may be amended or modified only by a written instrument executed by authorized representatives of both C&H and OWS. No waiver of any term or provision of this Letter shall be effective unless set forth in a writing signed by the party granting such waiver, and no such waiver shall constitute a waiver of any other term or provision or of the same term or provision on any future occasion.

15. Acceptance and Execution

We are enthusiastic about the opportunity to represent Optiwave Semiconductor Corp. in this important matter and are confident that the Firm's deep experience in patent infringement litigation, particularly in the silicon photonics and semiconductor space, will serve OWS well. We look forward to working closely with you and your team to achieve a favorable outcome.

Please indicate OWS's acceptance of the terms and conditions set forth in this engagement letter by having an authorized officer of OWS sign and return the enclosed copy of this Letter to the undersigned. If you have any questions regarding the terms of this Letter or wish to discuss any provision in further detail, please do not hesitate to contact me directly.

We respectfully request that the signed copy be returned on or before March 29, 2024, so that we may promptly commence pre-suit investigation activities.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Alan Ngo

Title: Partner, intellectual Property Litigation

Date: March 18, 2024

ACCEPTED AND AGREED

The undersigned, on behalf of Optiwave Semiconductor Corp., hereby accepts and agrees to the terms and conditions of this engagement letter, including the conflict of interest disclosure and waiver set forth in Section 7.

OPTIWAVE SEMICONDUCTOR CORP.

By: ________

Name: Rebecca Tanaka

Title: General Counsel

Date: ________

ACKNOWLEDGED

The undersigned, in his capacity as Managing Partner of Ridgeline Capital Partners, LP and Board Chair of Optiwave Semiconductor Corp., hereby acknowledges (a) the conflict of interest disclosure and waiver set forth in Section 7 of this engagement letter, (b) the Blended Cap arrangement described in Section 4.2, and (c) the Litigation Budget referenced in Section 6 and attached hereto as Exhibit A, subject to formal approval by the Board of Directors of OWS pursuant to Board Resolution No. 2024-07.

RIDGELINE CAPITAL PARTNERS, LP

By: ________

Name: Franklin Osei

Title: Managing Partner & Board Chair, Optiwave Semiconductor Corp.

Date: ________

EXHIBIT A

LITIGATION BUDGET SUMMARY

This Exhibit A provides a summary of the phase-by-phase litigation budget prepared by Calderwood & Harkness LLP in connection with the patent infringement litigation to be prosecuted by Optiwave Semiconductor Corp. against Lumicore Technologies, Inc. The detailed Litigation Budget and Staffing Plan (Document 3 in the matter file, dated March 25, 2024) has been submitted separately to Ridgeline Capital Partners, LP for board-level review and approval.

The following table summarizes the estimated budget by phase:

The budget estimates set forth above are inclusive of C&H professional fees (subject to the Blended Cap described in Section 4.2 of the engagement letter), local counsel fees, expert fees, e-discovery costs, and other disbursements anticipated within each phase. The Success Fee described in Section 4.3 of the engagement letter is not included in the foregoing budget and is payable separately from recovery proceeds, if earned.

The Litigation Budget is subject to revision based on actual case developments. Variances will be reported and managed in accordance with the procedures described in Section 6 of the engagement letter.

Reference Document: "Litigation Budget and Staffing Plan," dated March 25, 2024, prepared by Calderwood & Harkness LLP (Matter File Document No. 3), submitted to Ridgeline Capital Partners, LP.

EXHIBIT B

BILLING RATE SCHEDULE

The following table sets forth the individual hourly rates for all Calderwood & Harkness LLP timekeepers currently assigned to the Optiwave Semiconductor Corp. v. Lumicore Technologies, Inc. patent infringement litigation, effective as of January 1, 2024:

Blended Cap. As described in Section 4.2 of the engagement letter, a Blended Cap of $925 per hour applies to C&H professional fees. In any monthly billing period in which the effective blended rate (total fees ÷ total hours) exceeds $925 per hour, the total fees for that period will be reduced to the amount resulting from the application of $925 per hour to total hours billed.

Additional Personnel. In the event that additional C&H attorneys, paralegals, or other timekeepers are assigned to the matter, their individual hourly rates will be communicated to OWS at the time of assignment. All such additional timekeepers will be subject to the Blended Cap in the same manner as the timekeepers listed above.

Rate Adjustments. Hourly rates are subject to annual adjustment, typically effective January 1 of each calendar year. No rate increase will be implemented during calendar year 2024. If rates are adjusted for calendar year 2025, OWS will be notified of the adjusted rates no later than November 1, 2024, in accordance with Section 4.1 of the engagement letter.

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED Calderwood & Harkness LLP — Engagement Letter — Optiwave Semiconductor Corp. March 18, 2024

Patent Number	Short Reference	Title
U.S. Patent No. 10,234,847	'847 Patent	Multi-Channel Silicon Photonic Waveguide Multiplexer with Low Insertion Loss
U.S. Patent No. 10,891,193	'193 Patent	High-Bandwidth Coherent Optical Transceiver Integrated on Silicon Substrate
U.S. Patent No. 9,678,562	'562 Patent	Method for Thermal Management of Photonic Integrated Circuits Using Embedded Micro-Channel Heat Sinks
U.S. Patent No. 11,402,015	'015 Patent	Polarization-Diverse Grating Coupler for Silicon Photonic Transceivers
Attorney	Role	Hourly Rate	Bar Admissions / Notes
Alan Ngo	Responsible Partner	$1,350/hr	Partner, IP Litigation; admitted in California; will seek admission pro hac vice to the U.S. District Court for the Eastern District of Texas
Marcus Delgado	Billing Partner	$1,150/hr	Partner, IP Litigation; admitted in Texas and California
Wendy Schultz	Lead Associate	$825/hr	Senior Associate, IP Litigation; admitted in California; will seek admission pro hac vice to the U.S. District Court for the Eastern District of Texas
Omar Siddiqui	Working Associate	$725/hr	Associate, IP Litigation; admitted in California; will seek admission pro hac vice to the U.S. District Court for the Eastern District of Texas
Expert	Role	Estimated Fees
Dr. Caroline Ashford	Technical/Infringement Expert (Silicon Photonics)	~$1,100,000
Dr. Lawrence Keating	Damages Expert	~$950,000
Gregory Falk	Industry Expert (Optical Networking Market)	~$375,000
Benchmark Semiconductor Analysis, LLC	Reverse Engineering & Teardown Analysis	~$375,000
Total	~$2,800,000
Phase	Description	Estimated Budget
Phase 1	Pre-suit investigation and case assessment	$1,200,000
Phase 2	Pleadings and motions practice	$1,800,000
Phase 3	Fact discovery	$4,600,000
Phase 4	Claim construction (Markman)	$2,100,000
Phase 5	Expert discovery	$3,400,000
Phase 6	Dispositive and Daubert motions	$1,900,000
Phase 7	Trial preparation	$2,300,000
Phase 8	Trial	$1,200,000

Total	$18,500,000
Name	Title	Anticipated Role
Dr. Priya Ramaswamy	Chief Executive Officer	Strategic oversight; potential trial witness
Dr. Jian-Wei Huang	Chief Technology Officer	Named inventor on '847, '193, and '015 Patents; key technical witness
Rebecca Tanaka	General Counsel	Primary client contact; litigation management
Dr. Nikolai Petrov	VP of Engineering, Photonics Division	Technical witness; product development and design history
David Leitner	Chief Financial Officer	Damages-related testimony; financial information
Phase	Description	Estimated Budget
1	Pre-suit investigation and case assessment	$1,200,000
2	Pleadings and motions practice	$1,800,000
3	Fact discovery	$4,600,000
4	Claim construction (Markman)	$2,100,000
5	Expert discovery	$3,400,000
6	Dispositive and Daubert motions	$1,900,000
7	Trial preparation	$2,300,000
8	Trial	$1,200,000
Total	$18,500,000
Timekeeper	Title	Hourly Rate (2024)
Alan Ngo	Partner, IP Litigation	$1,350/hr
Marcus Delgado	Partner, IP Litigation	$1,150/hr
Wendy Schultz	Senior Associate, IP Litigation	$825/hr
Omar Siddiqui	Associate, IP Litigation	$725/hr
Paralegal (to be assigned)	Paralegal	$375/hr

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Attorneys at Law
350 South Grand Avenue, 48th Floor Los Angeles, California 90071 Telephone: (213) 555-7200 Facsimile: (213) 555-7201
1201 F Street NW, Suite 700 Washington, DC 20004 Telephone: (202) 555-4100 Facsimile: (202) 555-4101
www.calderwoodharkness.com
March 18, 2024
Rebecca Tanaka, Esq. General Counsel Optiwave Semiconductor Corp. 4810 Bayside Technology Parkway, Suite 300 Santa Clara, California 95054
Re: Engagement of Calderwood & Harkness LLP by Optiwave Semiconductor Corp. — Patent Infringement Litigation Against Lumicore Technologies, Inc.
Dear Ms. Tanaka:
1. Introduction and Purpose
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by Optiwave Semiconductor Corp. ("OWS," "Optiwave Semi," or the "Client") as lead litigation counsel in connection with the prosecution of patent infringement claims against Lumicore Technologies, Inc. ("Lumicore" or "LTC"), a Delaware corporation headquartered at 9200 Spectrum Boulevard, Building C, Austin, Texas 78759.
This engagement letter (this "Letter") sets forth the terms and conditions governing the attorney-client relationship between C&H and OWS with respect to the above-referenced matter. The effective date of this engagement is March 18, 2024 (the "Effective Date"). We look forward to partnering with your team on this important matter and to bringing to bear the full resources of the Firm's intellectual Property Litigation Practice Group on OWS's behalf.
This Letter supersedes any and all prior oral discussions, preliminary correspondence, or other communications between the parties regarding the terms and conditions of this engagement. The terms set forth herein shall govern the relationship between C&H and OWS unless and until amended in writing in accordance with Section 14 below.
2. Scope of Representation
C&H will serve as lead litigation counsel for OWS in connection with the assertion of patent infringement claims against Lumicore Technologies, Inc. The representation encompasses all aspects of the contemplated patent infringement action, including but not limited to the following:
(a) Pre-suit investigation and case assessment, including analysis of the accused products, review of prior art, freedom-to-operate assessments relating to potential counterclaims, and evaluation of OWS's damages theories;
(b) Drafting and filing of the complaint in the United States District Court for the Eastern District of Texas, marshall Division, together with all related pleadings, exhibits, and supporting documentation;
(c) All pre-trial proceedings, including claim construction proceedings (commonly referred to as Markman hearings), both fact and expert discovery (including written discovery, depositions, document productions, and interrogatories), dispositive motions (including motions for summary judgment and partial summary judgment), and Daubert motions relating to the admissibility of expert testimony;
(d) Trial and post-trial proceedings, including all trial preparation, jury selection, presentation of the case-in-chief and rebuttal, post-trial motions (including motions for judgment as a matter of law, motions for a new trial, and motions regarding damages), and any proceedings related to the entry and enforcement of judgment;
(e) Settlement negotiations, mediation, and alternative dispute resolution, including preparation for and participation in any court-ordered or voluntary mediation, structured settlement discussions, and any other forms of alternative dispute resolution that the parties may agree to or that may be required by the Court;
(f) Defense against any counterclaims asserted by Lumicore, including but not limited to counterclaims for declaratory judgment of non-infringement, declaratory judgment of invalidity, unenforceability based on allegations of inequitable conduct, and any other defensive claims related to the asserted patents;
(g) Any related inter partes review ("IPR") proceedings before the United States Patent and Trademark Office ("USPTO"), if applicable, including defending the validity of the asserted patents in any petition for IPR filed by Lumicore or a third party acting on its behalf;
(h) Injunctive relief proceedings, including the preparation and prosecution of motions for preliminary injunction and/or permanent injunction, as well as opposition to any such motions filed by Lumicore; and
(i) Appellate proceedings, to the extent that OWS elects to retain C&H for any appeal arising from the foregoing matters, subject to a separate written agreement regarding scope and fees for appellate work.
2.1 Asserted Patents
The patents to be asserted against Lumicore in the contemplated action are as follows:
2.2 Accused Products
The products accused of infringement include, without limitation, the following Lumicore product lines:
•  LumiLink 400G-ZR+ coherent optical transceiver modules and all variants thereof;
•  LumiLink 800G-DR8 multi-channel silicon photonic transceiver modules and all variants thereof; and
•  LumiEdge 1600G-LR long-reach optical interconnect modules and all variants thereof.
The identification of accused products is preliminary and is based on C&H's pre-suit investigation to date. OWS and C&H may jointly determine that additional Lumicore products or product lines are properly accused of infringement as the investigation and discovery proceed.
2.3 Limitations on Scope
The representation described herein does not extend to patent prosecution, portfolio management, licensing (except in connection with settlement of the litigation), or any other non-litigation intellectual property matters unless expressly agreed upon in a separate written engagement or an amendment to this Letter.
2.4 Local Counsel
C&H will retain local counsel in the Eastern District of Texas as needed to comply with local rules and to facilitate filings and court appearances. The Firm anticipates retaining Whitmore & Callahan LLP, located at 110 North College Avenue, Suite 800, Tyler, Texas 75702, for this purpose. The costs and fees of Whitmore & Callahan LLP will be treated as a disbursement and passed through to OWS, as further described in Section 5 below.
3. Responsible Attorneys
The following attorneys will have primary responsibility for the engagement and will serve as the core litigation team:
Alan Ngo will serve as the Responsible Partner and principal point of contact within the Firm for all strategic and substantive aspects of the litigation. Marcus Delgado will serve as the Billing Partner and will be available for trial and major hearing appearances. Wendy Schultz will be responsible for day-to-day management of the litigation, including coordination of discovery, briefing, and expert preparation. Omar Siddiqui will provide support across all phases of the matter, with particular focus on claim construction research, technical analysis, and document review.
Additional attorneys, paralegals, and support staff may be assigned to the matter as warranted by case developments and workload requirements. OWS will be informed of any material changes to the staffing of the matter, including the addition of any new timekeeper at the partner level or the reassignment of any of the four attorneys listed above.
C&H will coordinate closely with local counsel James "Jim" Callahan of Whitmore & Callahan LLP, 110 North College Avenue, Suite 800, Tyler, Texas 75702, for all Eastern District of Texas filings, in-person court appearances, and compliance with local rules and standing orders. Mr. Callahan has extensive experience before the courts of the Eastern District of Texas and has served as local counsel in numerous patent infringement actions in that district.
4. Billing Rates and Fee Structure
4.1 Standard Hourly Rates (2024)
C&H's standard hourly rates for attorneys and paralegals assigned to this matter are set forth below. These rates are effective as of January 1, 2024, and reflect the Firm's standard 2024 rate schedule for intellectual property litigation engagements.
Partners:
•  Alan Ngo, Partner: $1,350 per hour
•  Marcus Delgado, Partner: $1,150 per hour
The standard hourly rate range for C&H partners assigned to IP litigation matters is $1,150 to $1,350 per hour.
Senior Associates:
•  Wendy Schultz, Senior Associate: $825 per hour
Associates:
•  Omar Siddiqui, Associate: $725 per hour
The standard hourly rate range for C&H associates assigned to IP litigation matters is $650 to $725 per hour.
Paralegals:
•  All assigned paralegals: $375 per hour
C&H's hourly rates are subject to annual adjustment, which typically takes effect on January 1 of each calendar year. OWS will be given at least sixty (60) days' advance written notice of any rate increase applicable to this engagement. Any rate increase during calendar year 2024 is hereby waived. If rates are adjusted for calendar year 2025, C&H will communicate the adjusted rates to OWS no later than November 1, 2024.
4.2 Blended Cap Rate
Notwithstanding the standard hourly rates set forth in Section 4.1, the Firm and OWS have negotiated and agreed to a blended cap rate of $925 per hour (the "Blended Cap").
The Blended Cap operates as follows: each monthly invoice rendered by C&H will calculate total professional fees using actual hours recorded by each timekeeper multiplied by that timekeeper's actual individual hourly rate. If the resulting effective blended rate (i.e., total fees divided by total hours) for a given monthly billing period exceeds $925 per hour, the total professional fees for that month will be automatically reduced to the amount that would result from applying $925 per hour to the total hours billed in that period. If the effective blended rate for a given monthly billing period is at or below $925 per hour, no adjustment will be made and fees will be calculated at actual rates.
The Blended Cap was negotiated with the acknowledgment and approval of Ridgeline Capital Partners, LP ("Ridgeline"), OWS's majority equity sponsor, which holds an approximately fifty-five percent (55%) ownership interest in OWS. Ridgeline's acknowledgment and approval of the Blended Cap arrangement, along with the overall Litigation Budget, is anticipated to be formalized through OWS Board Resolution No. 2024-07, expected to be adopted on or about April 2, 2024.
The Blended Cap applies only to professional fees of C&H attorneys and paralegals. It does not apply to disbursements, local counsel fees, expert witness fees, or any other third-party costs, all of which will be billed at actual cost in accordance with Section 5 below.
4.3 Success Fee
In addition to hourly fees calculated in accordance with Sections 4.1 and 4.2, C&H shall be entitled to a success fee (the "Success Fee") in an amount equal to five percent (5%) of the net recovery obtained by OWS above One Hundred Fifty Million Dollars ($150,000,000) in connection with this matter.
For purposes of this Section 4.3, "net recovery" means the total amount of monetary damages, settlement payments, royalty payments, or other monetary consideration received by OWS from or on behalf of Lumicore Technologies, Inc. in connection with this matter, net of (i) court-awarded costs and (ii) any third-party litigation funding costs incurred by OWS in connection with this matter, if any, but before the deduction of C&H's professional fees and costs.
The Success Fee shall be payable within thirty (30) days of receipt by OWS of the net recovery proceeds. In the event that the net recovery is paid in installments, the Success Fee attributable to each installment shall be calculated and paid within thirty (30) days of OWS's receipt of each installment.
The Success Fee applies to both litigated outcomes (including jury verdicts, bench trial judgments, and post-trial settlements) and pre-trial settlements.
For purposes of illustration, the following example demonstrates the application of the Success Fee:
Example: If OWS recovers $210,000,000 in net recovery, the Success Fee would be calculated as follows:
5% × ($210,000,000 – $150,000,000) = 5% × $60,000,000 = $3,000,000
The Success Fee is in addition to, and not in lieu of, all hourly fees and costs incurred in connection with the representation. The hourly fees payable under Sections 4.1 and 4.2 are fully earned as services are rendered, regardless of whether the conditions for payment of the Success Fee are met.
In the event OWS obtains only non-monetary relief in connection with this matter (e.g., a permanent injunction without an accompanying monetary damages award or settlement payment), no Success Fee shall be payable.
4.4 Invoicing and Payment
C&H will render monthly invoices to OWS, which will include the following detail:
(a) a narrative description of the legal services rendered by each timekeeper during the billing period, presented in a format consistent with UTBMS/LEDES billing codes;
(b) the total hours expended by each timekeeper and the applicable hourly rate for each;
(c) the calculation of any Blended Cap adjustment applicable to the billing period;
(d) an itemization of all costs and disbursements incurred during the billing period, with supporting documentation for any individual disbursement exceeding $5,000; and
(e) a running cumulative total of fees and costs incurred since the commencement of the engagement, together with a comparison to the applicable phase budget set forth in the Litigation Budget (Exhibit A).
Invoices are due and payable within thirty (30) days of the invoice date. C&H reserves the right to charge interest at a rate of one percent (1.0%) per month (twelve percent (12%) per annum) on any unpaid balance outstanding more than sixty (60) days past the invoice date. The application of such interest charges shall not constitute a waiver of any other rights or remedies available to C&H with respect to unpaid invoices.
OWS may designate Rebecca Tanaka, General Counsel, or David Leitner, Chief Financial Officer, as the authorized recipients for billing inquiries, invoice review, and invoice approval. C&H will direct all invoices and billing-related correspondence to the designated recipient(s). Any billing dispute must be raised in writing within sixty (60) days of the invoice date; the failure to raise a dispute within such period shall not constitute a waiver of OWS's right to dispute the invoice, but shall create a rebuttable presumption that the invoice is correct.
5. Costs and Disbursements
In addition to professional fees, OWS shall be responsible for all reasonable and necessary costs and disbursements incurred by C&H in connection with the representation. Such costs and disbursements include, but are not limited to, the following:
(a) Court filing fees and service-of-process costs, including fees for service by private process server if necessary;
(b) Pro hac vice admission fees for C&H attorneys seeking admission to the United States District Court for the Eastern District of Texas;
(c) Local counsel fees and costs of Whitmore & Callahan LLP, Tyler, Texas, billed at Whitmore & Callahan's standard rates and passed through to OWS at actual cost without mark-up;
(d) Expert witness fees and costs, including retainer fees, hourly fees for report preparation and testimony, travel expenses, and other costs incurred by retained expert witnesses (retention agreements for individual experts to be entered into separately and submitted to OWS for approval; anticipated experts are further described below);
(e) Reverse-engineering and teardown analysis fees payable to Benchmark Semiconductor Analysis, LLC, in connection with the technical analysis of Lumicore's accused products;
(f) Travel expenses, including airfare (coach or business class for flights exceeding four hours), hotel accommodations, ground transportation, and meals, for C&H attorneys and staff traveling to Tyler, Texas, Austin, Texas, and such other locations as may be necessary for depositions, court appearances, inspections, and other litigation-related purposes;
(g) Court reporter and transcription fees for depositions, hearings, and trial proceedings;
(h) E-discovery costs, including platform hosting, data processing, document review technology, analytics, and production costs, utilizing Relativity or an equivalent e-discovery platform;
(i) Printing, copying, and binding costs for court filings, deposition exhibits, and trial materials;
(j) Demonstrative exhibit preparation costs, including graphic design, animation, and multimedia production for use in Markman hearings, trial, and other proceedings;
(k) Jury consulting fees, in the event that a jury consultant is retained with OWS's prior approval; and
(l) Mediation and arbitration fees, if applicable, including mediator fees and administrative fees for any court-ordered or voluntary mediation or arbitration.
C&H will seek advance approval from OWS's General Counsel (or her designee) for any single disbursement exceeding Twenty-Five Thousand Dollars ($25,000). For recurring costs (such as monthly e-discovery platform hosting fees), C&H will obtain approval for the estimated aggregate cost at the time such services are first engaged, and will notify OWS if the aggregate cost is reasonably expected to exceed the approved estimate by more than fifteen percent (15%).
Estimated Expert Fee Budget. Based on C&H's preliminary assessment of the expert witnesses likely to be required in this matter, the Firm estimates a total expert fee budget of approximately $2,800,000, allocated as follows:
These estimates are preliminary and are subject to revision based on case developments. Individual expert retention agreements will be submitted to OWS for review and approval prior to execution.
6. Litigation Budget
Attached to this Letter as Exhibit A is a detailed phase-by-phase litigation budget (the "Litigation Budget") totaling Eighteen Million Five Hundred Thousand Dollars ($18,500,000) through the conclusion of trial. The Litigation Budget has been prepared by C&H based on its experience in comparable patent infringement matters and has been submitted separately to Ridgeline Capital Partners, LP for board-level review and approval.
The Litigation Budget is organized by the following phases:
The Litigation Budget is an estimate prepared in good faith based on currently available information and assumptions regarding the anticipated course and complexity of the litigation. It is subject to revision based on actual case developments, including but not limited to the number of accused products ultimately at issue, the scope of discovery, the filing of counterclaims or IPR petitions by Lumicore, and rulings by the Court that may expand or narrow the scope of the proceedings.
C&H will monitor actual expenditures against the Litigation Budget on an ongoing basis. If actual expenditures are reasonably expected to exceed any individual phase budget by more than fifteen percent (15%), C&H will promptly notify OWS of the anticipated overrun and provide an explanation of the factors contributing to the increase. C&H will seek written approval from OWS (through the General Counsel or CFO) before incurring expenditures that would cause any phase budget to be exceeded by more than fifteen percent (15%).
The Success Fee described in Section 4.3 is not included in the $18,500,000 Litigation Budget. The Success Fee, if earned, is payable from recovery proceeds and is calculated independently of the Litigation Budget.
Ridgeline Capital Partners' approval of the Litigation Budget is referenced pursuant to OWS Board Resolution No. 2024-07, which is anticipated to be adopted on or about April 2, 2024. C&H understands that OWS's entry into this engagement is contingent upon formal adoption of Board Resolution No. 2024-07, and that in the interim period between the Effective Date and the date of adoption, C&H is authorized to proceed with pre-suit investigation and case assessment activities within the Phase 1 budget allocation.
7. Conflict of Interest Disclosure and Waiver
C&H has conducted a thorough conflict of interest check in connection with this engagement, the results of which are documented in the Firm's internal conflicts memorandum dated March 14, 2024.
The conflict check revealed that C&H has previously performed unrelated legal work for Silverstone Capital Markets LLC, which C&H understands to be Lumicore Technologies, Inc.'s investment bank and IPO underwriter. Specifically:
(a) The prior C&H engagement for Silverstone Capital Markets LLC involved the provision of securities regulatory advice in connection with an unrelated transaction. That engagement was concluded in 2021.
(b) The prior engagement did not involve Lumicore Technologies, Inc. in any capacity, nor did it involve any subject matter related to the patents, technologies, products, or commercial activities at issue in this case.
(c) C&H does not currently represent Silverstone Capital Markets LLC in any active matter, and no attorney-client relationship currently exists between C&H and Silverstone Capital Markets LLC.
(d) No confidential information obtained from Silverstone Capital Markets LLC in connection with the prior engagement is material to, or would be used in connection with, the representation of OWS against Lumicore.
Based on the foregoing, C&H has determined that the prior Silverstone Capital Markets LLC representation does not give rise to a disqualifying conflict of interest under the California Rules of Professional Conduct or any other applicable professional responsibility rules.
Nevertheless, out of an abundance of caution and in the interest of full transparency, C&H has disclosed this prior relationship to OWS. By executing this Letter, OWS acknowledges the disclosure set forth above and waives any potential conflict of interest arising from C&H's prior representation of Silverstone Capital Markets LLC in connection with the unrelated securities regulatory matter described above.
This waiver is limited to the specific conflict described in this Section 7 and does not extend to any other conflict of interest that may arise in the future. In the event that a new or previously unidentified conflict arises during the course of the representation, C&H will promptly disclose the conflict to OWS and obtain any necessary waivers or take such other steps as may be required under applicable professional responsibility rules.
OWS confirms that it has had a reasonable opportunity to consult with independent counsel regarding this waiver and the implications of C&H's prior relationship with Silverstone Capital Markets LLC, and that OWS has elected to proceed with C&H's representation notwithstanding the disclosed prior relationship. OWS's decision to grant this waiver is made voluntarily and with full knowledge of the material facts.
8. Client Responsibilities and Communications
The effectiveness of C&H's representation depends in significant part on OWS's active cooperation and engagement throughout the course of the litigation. OWS agrees to cooperate fully with C&H in connection with the representation, including by:
(a) Providing timely access to documents, data, and witnesses relevant to the litigation, including technical documentation, engineering specifications, financial records, correspondence, and other materials as may be reasonably requested by C&H;
(b) Implementing and maintaining a litigation hold on all relevant documents and electronically stored information ("ESI") in accordance with preservation obligations, as directed by C&H. C&H will provide OWS with a detailed litigation hold notice and preservation protocol promptly following the Effective Date, and OWS shall ensure that the litigation hold is communicated to and followed by all relevant custodians within the organization;
(c) Designating Rebecca Tanaka, General Counsel, as the primary client contact for all litigation-related communications. Ms. Tanaka will serve as C&H's principal point of contact within OWS for day-to-day matters, strategic decisions, and settlement authority. In Ms. Tanaka's absence, C&H may communicate with such other OWS personnel as Ms. Tanaka may designate in writing;
(d) Providing prompt responses to C&H's requests for factual information, document review and certification, deposition preparation, and settlement authority, recognizing that delays in client responses can adversely affect the litigation timeline and C&H's ability to meet Court-imposed deadlines; and
(e) Making key personnel available for witness preparation, depositions, and trial testimony as reasonably required.
C&H will keep OWS informed of all material developments in the case in a timely manner and will consult with OWS before taking any significant strategic action, including but not limited to: filing or responding to dispositive motions; making or responding to settlement offers; retaining expert witnesses; entering into stipulations that materially affect OWS's rights; and making strategic decisions regarding claim construction positions.
The following key OWS personnel are expected to be involved in the matter and may be called upon for factual input, witness preparation, and testimony:
All communications between C&H and OWS in connection with this engagement are protected by the attorney-client privilege and the work-product doctrine. OWS should take care to maintain the confidentiality of all such communications, including by limiting distribution of privileged materials to individuals with a need to know and by marking such materials as "PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION" where appropriate. OWS should consult with C&H before disclosing any privileged communication to a third party, including to Ridgeline Capital Partners or its representatives, to ensure that appropriate measures are taken to preserve the privilege.
9. Confidentiality
C&H acknowledges that in the course of the representation, C&H will have access to confidential, proprietary, and trade-secret information of OWS, including but not limited to financial data, engineering specifications, semiconductor fabrication processes, product designs, customer lists, pricing information, supplier agreements, and strategic plans (collectively, "OWS Confidential Information").
C&H agrees to maintain the confidentiality of all OWS Confidential Information in accordance with applicable professional responsibility rules, including California Rule of Professional Conduct 1.6 and any other applicable state or federal rules or regulations. C&H further agrees to comply with all protective orders entered by the Court in connection with this matter with respect to the handling, use, and disclosure of confidential information.
C&H will implement appropriate internal access controls to ensure that OWS Confidential Information is accessible only to C&H personnel who are actively working on this matter and who have a legitimate need to access such information. C&H will not use OWS Confidential Information for any purpose other than the provision of legal services in connection with this engagement without OWS's prior written consent.
The obligations set forth in this Section 9 shall survive the termination of this engagement.
10. Insurance
OWS has informed C&H that it maintains directors' and officers' liability insurance and litigation-cost insurance through Pacific Rim Insurance Group, under Policy No. PLI-2023-08812 (the "Policy").
C&H will provide notice of this engagement and the filing of the patent infringement action to Pacific Rim Insurance Group promptly after the complaint is filed, as required under the terms of the Policy. C&H will cooperate with OWS in providing such information to Pacific Rim Insurance Group as may be reasonably necessary to facilitate OWS's insurance claim, to the extent consistent with the attorney-client privilege and applicable professional responsibility rules.
OWS shall be solely responsible for determining the extent of coverage, if any, under the Policy for: (a) defense costs associated with any counterclaims asserted by Lumicore; (b) any adverse judgment or settlement payment; and (c) C&H's professional fees and costs. C&H does not render opinions on insurance coverage matters, and OWS should consult with its insurance broker or coverage counsel regarding any questions about the scope or applicability of the Policy.
11. Termination
Either party may terminate this engagement at any time upon thirty (30) days' written notice to the other party, subject to the following terms and conditions.
Termination by OWS. In the event that OWS elects to terminate this engagement, OWS shall remain obligated to pay all fees and costs incurred by C&H through the effective date of termination, as well as any fees and costs reasonably incurred by C&H in connection with the orderly transition of the matter to successor counsel, including the preparation and delivery of files, the preparation of a transition memorandum, and any required court filings related to the substitution of counsel.
Termination by C&H. In the event that C&H elects to terminate this engagement or withdraw from the representation, C&H shall comply with all applicable professional responsibility rules governing withdrawal from representation, including California Rule of Professional Conduct 1.16 and any applicable rules of the United States District Court for the Eastern District of Texas. Where required, C&H will obtain leave of Court prior to withdrawing as counsel of record. C&H will use reasonable efforts to minimize any prejudice to OWS resulting from the withdrawal, including by providing reasonable advance notice and cooperating in the transition to successor counsel.
Delivery of Files. Upon termination of this engagement, by either party and for any reason, C&H will promptly deliver to OWS or its designated successor counsel all files, documents, and work product belonging to OWS, including but not limited to pleadings, correspondence, discovery materials, expert reports, and other materials generated or received in connection with the representation. C&H may retain copies of such files for its own records in accordance with the Firm's document retention policies and applicable professional responsibility rules.
Survival of Success Fee. The Success Fee provision set forth in Section 4.3 shall survive the termination of this engagement and shall remain payable if the conditions for payment described in Section 4.3 are met, regardless of whether C&H is counsel of record at the time the net recovery is received by OWS, provided that the net recovery resulted, in whole or in material part, from work performed by C&H during the engagement period. In the event that OWS disputes whether the net recovery resulted, in whole or in material part, from C&H's work, or in the event of any other dispute regarding the applicability or calculation of the Success Fee following termination, the parties agree to resolve such dispute through binding arbitration in Los Angeles, California, administered by the American Arbitration Association under its Commercial Arbitration Rules.
12. Limitation of Scope / No Guarantee of Outcome
This engagement is limited to the scope of representation described in Section 2 above. Any expansion of the scope of representation — including, without limitation, the assertion of claims against additional parties, representation in related proceedings not described in Section 2, or the provision of legal services in non-litigation intellectual property matters — must be agreed upon in a separate written engagement letter or a written amendment to this Letter.
C&H makes no guarantee or warranty regarding the outcome of the litigation. The practice of law involves inherent uncertainties, and the outcome of any litigation is dependent on numerous factors that are beyond the control of counsel, including the decisions of the Court, the actions of opposing counsel, the credibility of witnesses, and the composition and predisposition of the jury. Any prior discussion of potential damages amounts, settlement ranges, likelihood of success, or other litigation outcomes constitutes C&H's professional judgment based on the information available at the time and does not constitute a guarantee, warranty, or promise of any particular result.
The estimated damages demand of approximately $210,000,000, as discussed in pre-engagement consultations between the Firm and OWS's management team, represents a preliminary assessment based on C&H's review of publicly available information regarding Lumicore's revenues and market position, as well as an initial analysis of potential reasonable royalty and lost-profits theories. This estimate is subject to further investigation, analysis, and refinement as the litigation proceeds, and may be revised upward or downward based on the evidence developed during discovery.
13. 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.
Any dispute, controversy, or claim arising out of or relating to this engagement letter, including but not limited to disputes regarding the calculation, payment, or amount of fees (including the Success Fee), costs, or disbursements, shall be resolved through binding arbitration in Los Angeles, California, administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted before a single arbitrator with experience in attorney fee disputes. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Notwithstanding the foregoing, nothing in this Section 13 shall limit either party's right to seek injunctive or other equitable relief in a court of competent jurisdiction to preserve the status quo pending arbitration, including but not limited to temporary restraining orders or preliminary injunctions to prevent the dissipation of assets or the destruction of evidence.
Each party shall bear its own costs and attorneys' fees in connection with any arbitration proceeding under this Section 13, unless the arbitrator determines that an award of costs and fees to the prevailing party is appropriate under the circumstances.
14. Entire Agreement / Amendment
This engagement letter, together with all exhibits and attachments hereto (including Exhibit A — Litigation Budget Summary and Exhibit B — Billing Rate Schedule), constitutes the entire agreement between C&H and OWS with respect to the subject matter hereof. This Letter supersedes all prior negotiations, discussions, representations, and agreements between the parties, whether written or oral, relating to the terms and conditions of C&H's engagement by OWS in connection with the Lumicore patent infringement litigation.
This Letter may be amended or modified only by a written instrument executed by authorized representatives of both C&H and OWS. No waiver of any term or provision of this Letter shall be effective unless set forth in a writing signed by the party granting such waiver, and no such waiver shall constitute a waiver of any other term or provision or of the same term or provision on any future occasion.
15. Acceptance and Execution
We are enthusiastic about the opportunity to represent Optiwave Semiconductor Corp. in this important matter and are confident that the Firm's deep experience in patent infringement litigation, particularly in the silicon photonics and semiconductor space, will serve OWS well. We look forward to working closely with you and your team to achieve a favorable outcome.
Please indicate OWS's acceptance of the terms and conditions set forth in this engagement letter by having an authorized officer of OWS sign and return the enclosed copy of this Letter to the undersigned. If you have any questions regarding the terms of this Letter or wish to discuss any provision in further detail, please do not hesitate to contact me directly.
We respectfully request that the signed copy be returned on or before March 29, 2024, so that we may promptly commence pre-suit investigation activities.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Alan Ngo
Title: Partner, intellectual Property Litigation
Date: March 18, 2024
ACCEPTED AND AGREED
The undersigned, on behalf of Optiwave Semiconductor Corp., hereby accepts and agrees to the terms and conditions of this engagement letter, including the conflict of interest disclosure and waiver set forth in Section 7.
OPTIWAVE SEMICONDUCTOR CORP.
By: ________
Name: Rebecca Tanaka
Title: General Counsel
Date: ________
ACKNOWLEDGED
The undersigned, in his capacity as Managing Partner of Ridgeline Capital Partners, LP and Board Chair of Optiwave Semiconductor Corp., hereby acknowledges (a) the conflict of interest disclosure and waiver set forth in Section 7 of this engagement letter, (b) the Blended Cap arrangement described in Section 4.2, and (c) the Litigation Budget referenced in Section 6 and attached hereto as Exhibit A, subject to formal approval by the Board of Directors of OWS pursuant to Board Resolution No. 2024-07.
RIDGELINE CAPITAL PARTNERS, LP
By: ________
Name: Franklin Osei
Title: Managing Partner & Board Chair, Optiwave Semiconductor Corp.
Date: ________
EXHIBIT A
LITIGATION BUDGET SUMMARY
This Exhibit A provides a summary of the phase-by-phase litigation budget prepared by Calderwood & Harkness LLP in connection with the patent infringement litigation to be prosecuted by Optiwave Semiconductor Corp. against Lumicore Technologies, Inc. The detailed Litigation Budget and Staffing Plan (Document 3 in the matter file, dated March 25, 2024) has been submitted separately to Ridgeline Capital Partners, LP for board-level review and approval.
The following table summarizes the estimated budget by phase:
The budget estimates set forth above are inclusive of C&H professional fees (subject to the Blended Cap described in Section 4.2 of the engagement letter), local counsel fees, expert fees, e-discovery costs, and other disbursements anticipated within each phase. The Success Fee described in Section 4.3 of the engagement letter is not included in the foregoing budget and is payable separately from recovery proceeds, if earned.
The Litigation Budget is subject to revision based on actual case developments. Variances will be reported and managed in accordance with the procedures described in Section 6 of the engagement letter.
Reference Document: "Litigation Budget and Staffing Plan," dated March 25, 2024, prepared by Calderwood & Harkness LLP (Matter File Document No. 3), submitted to Ridgeline Capital Partners, LP.
EXHIBIT B
BILLING RATE SCHEDULE
The following table sets forth the individual hourly rates for all Calderwood & Harkness LLP timekeepers currently assigned to the Optiwave Semiconductor Corp. v. Lumicore Technologies, Inc. patent infringement litigation, effective as of January 1, 2024:
Blended Cap. As described in Section 4.2 of the engagement letter, a Blended Cap of $925 per hour applies to C&H professional fees. In any monthly billing period in which the effective blended rate (total fees ÷ total hours) exceeds $925 per hour, the total fees for that period will be reduced to the amount resulting from the application of $925 per hour to total hours billed.
Additional Personnel. In the event that additional C&H attorneys, paralegals, or other timekeepers are assigned to the matter, their individual hourly rates will be communicated to OWS at the time of assignment. All such additional timekeepers will be subject to the Blended Cap in the same manner as the timekeepers listed above.
Rate Adjustments. Hourly rates are subject to annual adjustment, typically effective January 1 of each calendar year. No rate increase will be implemented during calendar year 2024. If rates are adjusted for calendar year 2025, OWS will be notified of the adjusted rates no later than November 1, 2024, in accordance with Section 4.1 of the engagement letter.
CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED Calderwood & Harkness LLP — Engagement Letter — Optiwave Semiconductor Corp. March 18, 2024
Patent Number | Short Reference | Title
U.S. Patent No. 10,234,847 | '847 Patent | Multi-Channel Silicon Photonic Waveguide Multiplexer with Low Insertion Loss
U.S. Patent No. 10,891,193 | '193 Patent | High-Bandwidth Coherent Optical Transceiver Integrated on Silicon Substrate
U.S. Patent No. 9,678,562 | '562 Patent | Method for Thermal Management of Photonic Integrated Circuits Using Embedded Micro-Channel Heat Sinks
U.S. Patent No. 11,402,015 | '015 Patent | Polarization-Diverse Grating Coupler for Silicon Photonic Transceivers
Attorney | Role | Hourly Rate | Bar Admissions / Notes
Alan Ngo | Responsible Partner | $1,350/hr | Partner, IP Litigation; admitted in California; will seek admission pro hac vice to the U.S. District Court for the Eastern District of Texas
Marcus Delgado | Billing Partner | $1,150/hr | Partner, IP Litigation; admitted in Texas and California
Wendy Schultz | Lead Associate | $825/hr | Senior Associate, IP Litigation; admitted in California; will seek admission pro hac vice to the U.S. District Court for the Eastern District of Texas
Omar Siddiqui | Working Associate | $725/hr | Associate, IP Litigation; admitted in California; will seek admission pro hac vice to the U.S. District Court for the Eastern District of Texas
Expert | Role | Estimated Fees
Dr. Caroline Ashford | Technical/Infringement Expert (Silicon Photonics) | ~$1,100,000
Dr. Lawrence Keating | Damages Expert | ~$950,000
Gregory Falk | Industry Expert (Optical Networking Market) | ~$375,000
Benchmark Semiconductor Analysis, LLC | Reverse Engineering & Teardown Analysis | ~$375,000
Total | ~$2,800,000
Phase | Description | Estimated Budget
Phase 1 | Pre-suit investigation and case assessment | $1,200,000
Phase 2 | Pleadings and motions practice | $1,800,000
Phase 3 | Fact discovery | $4,600,000
Phase 4 | Claim construction (Markman) | $2,100,000
Phase 5 | Expert discovery | $3,400,000
Phase 6 | Dispositive and Daubert motions | $1,900,000
Phase 7 | Trial preparation | $2,300,000
Phase 8 | Trial | $1,200,000
Total | $18,500,000
Name | Title | Anticipated Role
Dr. Priya Ramaswamy | Chief Executive Officer | Strategic oversight; potential trial witness
Dr. Jian-Wei Huang | Chief Technology Officer | Named inventor on '847, '193, and '015 Patents; key technical witness
Rebecca Tanaka | General Counsel | Primary client contact; litigation management
Dr. Nikolai Petrov | VP of Engineering, Photonics Division | Technical witness; product development and design history
David Leitner | Chief Financial Officer | Damages-related testimony; financial information
Phase | Description | Estimated Budget
1 | Pre-suit investigation and case assessment | $1,200,000
2 | Pleadings and motions practice | $1,800,000
3 | Fact discovery | $4,600,000
4 | Claim construction (Markman) | $2,100,000
5 | Expert discovery | $3,400,000
6 | Dispositive and Daubert motions | $1,900,000
7 | Trial preparation | $2,300,000
8 | Trial | $1,200,000
Total | $18,500,000
Timekeeper | Title | Hourly Rate (2024)
Alan Ngo | Partner, IP Litigation | $1,350/hr
Marcus Delgado | Partner, IP Litigation | $1,150/hr
Wendy Schultz | Senior Associate, IP Litigation | $825/hr
Omar Siddiqui | Associate, IP Litigation | $725/hr
Paralegal (to be assigned) | Paralegal | $375/hr

PRIVILEGED & CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

ACCEPTED AND AGREED

OPTIWAVE SEMICONDUCTOR CORP.

ACKNOWLEDGED

RIDGELINE CAPITAL PARTNERS, LP

EXHIBIT A

LITIGATION BUDGET SUMMARY

EXHIBIT B

BILLING RATE SCHEDULE

Record

Parties

Dates

Amounts