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LOCAL COUNSEL RETAINER AGREEMENT

Between

Calderwood & Harkness LLP (on behalf of Optiwave Semiconductor Corp.)

and

Whitmore & Callahan LLP

April 5, 2024

In Connection with Optiwave Semiconductor Corp. v. Lumicore Technologies, Inc., Case No. 2:24-cv-00319-JRG, United States District Court for the Eastern District of Texas, Marshall Division

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LOCAL COUNSEL RETAINER AGREEMENT

This Local Counsel Retainer Agreement (this "Agreement") is entered into as of April 5, 2024 (the "Effective Date"), by and between Calderwood & Harkness LLP, a limited liability partnership organized under the laws of the State of California ("Lead Counsel" or "C&H"), acting on behalf of and as authorized agent for Optiwave Semiconductor Corp., a Delaware corporation ("OWS" or the "Client"), and Whitmore & Callahan LLP, a limited liability partnership organized under the laws of the State of Texas ("Local Counsel" or "W&C"). C&H and W&C are referred to herein individually as a "Party" and collectively as the "Parties."

1. RECITALS

1.1 Identification of the Parties

A. Calderwood & Harkness LLP is a limited liability partnership organized and existing under the laws of the State of California, maintaining its principal office at 350 South Grand Avenue, 48th Floor, Los Angeles, California 90071, and a second office at 1201 F Street NW, Suite 700, Washington, D.C. 20004. C&H is a nationally recognized intellectual property litigation firm with extensive experience in patent infringement matters across multiple federal jurisdictions.

B. Whitmore & Callahan LLP is a limited liability partnership organized and existing under the laws of the State of Texas, maintaining its office at 110 North College Avenue, Suite 800, Tyler, Texas 75702. W&C is a Texas-based litigation firm with substantial experience practicing before the United States District Court for the Eastern District of Texas and is well-versed in the local rules, customs, and procedures of that court.

C. Both C&H and W&C are acting in connection with the representation of the Client, Optiwave Semiconductor Corp., a Delaware corporation with its principal place of business at 4810 Bayside Technology Parkway, Suite 300, Santa Clara, California 95054. OWS is a leading designer and manufacturer of advanced semiconductor devices, including integrated photonic processors and optical signal processing components used in high-speed data communications infrastructure.

1.2 Background and Purpose

A. OWS has retained Calderwood & Harkness LLP as lead litigation counsel pursuant to an Engagement Letter dated March 18, 2024 (the "Lead Counsel Engagement Letter") to prosecute patent infringement claims against Lumicore Technologies, Inc. ("Lumicore"), a Delaware corporation with its principal place of business at 9200 Spectrum Boulevard, Building C, Austin, Texas 78759. Lumicore is a competitor of OWS in the semiconductor and photonic device markets and is alleged to have infringed multiple patents owned by OWS through the manufacture, use, sale, offer for sale, and importation of certain accused products and systems.

B. The action was anticipated to be filed on or about April 22, 2024 in the United States District Court for the Eastern District of Texas, marshall Division, and has been assigned Case No. 2:24-cv-00319-JRG before the Honorable James R. Gilstrap, United States District Judge (the "Litigation"). This Agreement was executed in anticipation of the filing of the Complaint in order to facilitate the timely preparation and submission of pro hac vice applications and to ensure compliance with the local rules of the Eastern District of Texas from the commencement of the action.

C. The Litigation involves four United States utility patents owned by OWS, each of which is asserted against one or more of Lumicore's accused products:

(i) U.S. Patent No. 10,234,847 (the "'847 Patent"), entitled "Multi-Channel Photonic Signal Processor with Adaptive Wavelength Routing," issued on March 19, 2019;

(ii) U.S. Patent No. 10,891,193 (the "'193 Patent"), entitled "Low-Noise Integrated Optical Amplifier Architecture for High-Bandwidth Data Transmission," issued on January 12, 2021;

(iii) U.S. Patent No. 9,678,562 (the "'562 Patent"), entitled "Silicon Photonic Modulator with Enhanced Electro-Optic Coefficient," issued on June 13, 2017; and

(iv) U.S. Patent No. 11,402,015 (the "'015 Patent"), entitled "Scalable Photonic Interconnect Fabric for Datacenter Switching Applications," issued on August 2, 2022.

D. The Complaint alleges claims for direct infringement under 35 U.S.C. § 271(a), induced infringement under 35 U.S.C. § 271(b), contributory infringement under 35 U.S.C. § 271(c), and willful infringement. The damages sought by OWS in connection with the Litigation are estimated to be approximately $210,000,000, based on reasonable royalty and lost profits theories, subject to further refinement following fact and expert discovery.

E. The Local Rules of the United States District Court for the Eastern District of Texas require that at least one attorney of record for each party be a member in good standing of the bar of the Eastern District of Texas. C&H's attorneys primarily responsible for the Litigation — Alan Ngo (Responsible Partner, IP Litigation), Wendy Schultz (Lead Associate, IP Litigation), and Omar Siddiqui (Working Associate, IP Litigation) — are each admitted to the State Bar of California but are not members of the bar of the Eastern District of Texas. Accordingly, each of these attorneys will seek admission pro hac vice in order to appear and practice before the Court in this matter, which necessitates the engagement of local counsel admitted to the bar of the Eastern District of Texas.

F. W&C is a firm based in Tyler, Texas, within the Eastern District of Texas. James "Jim" Callahan, a partner at W&C, is admitted to the bar of the State of Texas and is a member in good standing of the bar of the United States District Court for the Eastern District of Texas. Mr. Callahan has practiced extensively before the Eastern District of Texas, including in patent infringement matters, and is familiar with the local rules, standing orders, and customs of the court.

1.3 Client Authorization

A. OWS, acting through its General Counsel, Rebecca Tanaka, has authorized C&H to engage local counsel in connection with the Litigation. Ms. Tanaka communicated such authorization in writing to Alan Ngo on March 25, 2024, and confirmed that the engagement of local counsel and the fees and costs associated therewith are within the scope of the approved litigation budget for the Litigation.

B. C&H is entering into this Agreement on behalf of, and as the authorized agent for, OWS. OWS shall be the ultimate payor of W&C's fees and expenses in accordance with the terms of this Agreement, and W&C acknowledges that its professional obligations as local counsel run to OWS as the client. C&H's role as intermediary for billing and coordination purposes does not alter the attorney-client relationship between W&C and OWS with respect to the Litigation.

2. SCOPE OF ENGAGEMENT

2.1 Local Counsel Services

W&C shall serve as local counsel of record for OWS in Optiwave Semiconductor Corp. v. Lumicore Technologies, Inc., Case No. 2:24-cv-00319-JRG, in the United States District Court for the Eastern District of Texas, marshall Division. The designated local counsel attorney shall be James "Jim" Callahan, Partner, who shall personally undertake the responsibilities described herein or supervise any W&C personnel assisting with such responsibilities.

W&C's duties and responsibilities as local counsel shall include, but shall not be limited to, the following:

(a) Pro Hac Vice Sponsorship. W&C shall sponsor and support the pro hac vice applications of the following C&H attorneys for admission to practice before the Eastern District of Texas in connection with the Litigation: Alan Ngo (Responsible Partner, IP Litigation), Wendy Schultz (Lead Associate, IP Litigation), and Omar Siddiqui (Working Associate, IP Litigation). W&C shall execute and file all necessary sponsorship forms, declarations, and certifications required under the Local Rules of the Eastern District of Texas and shall serve as the designated local counsel of record as required by the Court's rules governing pro hac vice admissions. A summary of the pro hac vice attorneys and their anticipated filing dates is set forth in Exhibit A attached hereto and incorporated herein by reference.

(b) Court Appearances. W&C shall appear at hearings, conferences, and proceedings before Judge Gilstrap or any magistrate judge assigned to the Litigation when required by the Local Rules of the Eastern District of Texas, when Lead Counsel is unavailable, or when the Court directs that local counsel be present. Without limiting the generality of the foregoing, W&C shall be available to attend status conferences, scheduling conferences, discovery hearings, and any other proceedings as reasonably requested by C&H.

(c) Receipt and Forwarding of Court Communications. W&C shall receive and promptly forward to C&H all court orders, notices, minute entries, scheduling orders, and other communications from the Clerk of Court or the chambers of Judge Gilstrap or any magistrate judge. Such forwarding shall occur within one (1) business day of receipt, in accordance with the coordination protocol set forth in Section 2.3 below.

(d) Local Rule Compliance. W&C shall ensure that all filings, submissions, and conduct of counsel in the Litigation comply with the Local Rules of the Eastern District of Texas, including but not limited to the Patent Rules (P.R. 3-1 et seq.), scheduling orders, electronic filing requirements (CM/ECF), and any standing orders or individual practices of Judge Gilstrap. W&C shall promptly advise C&H of any local rule requirements that may affect the timing, form, or substance of filings or other litigation activities.

(e) Review of Filings. W&C shall review and provide input on filings prepared by C&H prior to submission to the Court, to the extent necessary to ensure conformity with local practice, procedure, formatting requirements, and any applicable page or word limits. W&C's review is intended to supplement, not replace, C&H's primary responsibility for the substance and legal content of all filings.

(f) Local Practice Advisory. W&C shall advise C&H on local judicial preferences, courtroom procedures, and customs of the Eastern District of Texas, including any standing orders of Judge Gilstrap, typical scheduling practices, jury instructions, voir dire procedures, and any other matters of local practice that may be relevant to the efficient prosecution of the Litigation. W&C shall share its institutional knowledge of the Eastern District of Texas, including observations regarding judicial temperament, procedural preferences, and prior rulings on similar issues.

(g) Markman Hearing Attendance. W&C shall attend the Markman hearing (claim construction hearing) currently scheduled for March 14, 2025, or such other date as may be set by the Court. W&C shall be prepared to provide local counsel support during the hearing, including addressing procedural matters, courtroom logistics, and any issues that may arise during the course of the proceeding.

(h) Trial and Pre-Trial Attendance. W&C shall attend the jury trial currently scheduled to commence on February 2, 2026 (estimated duration of seven to ten trial days), as well as the pre-trial conference currently scheduled for January 5, 2026. W&C shall be available for the entirety of the trial period and shall assist with trial logistics, courtroom setup, witness coordination, and any other support functions as directed by C&H.

(i) Jury Selection Assistance. W&C shall assist C&H with jury selection (voir dire) by providing local knowledge regarding the jury pool in the marshall and Tyler Divisions of the Eastern District of Texas. Such assistance shall include, without limitation, providing background information on the demographics, attitudes, and characteristics of potential jurors in the region, as well as advising on effective jury selection strategies based on W&C's experience with juries in the Eastern District of Texas.

(j) Declarations and Affidavits. W&C shall provide declarations or affidavits in support of motions when local counsel attestation is appropriate or required by the Court. Such declarations may include, by way of example and without limitation, the Declaration of James Callahan in Support of Opposition to Transfer, venue-related factual matters, and attestations regarding compliance with local rules or court orders.

(k) Service of Process. W&C shall assist with service of process on parties and third parties within the Eastern District of Texas, including coordinating with process servers, preparing proofs of service, and ensuring compliance with applicable rules of civil procedure governing service.

2.2 Lead Counsel Retains Primary Responsibility

C&H shall retain primary responsibility for all aspects of case strategy, legal research, briefing, discovery, depositions, expert engagement, trial preparation, and trial presentation in the Litigation. C&H is and shall remain the lead litigation counsel for OWS, and all substantive decisions regarding the prosecution of the claims against Lumicore shall be made by C&H in consultation with the Client.

W&C shall not independently undertake substantive litigation activity — including, without limitation, filing motions, conducting depositions, retaining experts, making settlement proposals, or communicating with opposing counsel on substantive matters — without prior coordination with and approval from C&H. This limitation is not intended to prevent W&C from taking ministerial or procedural actions necessary to comply with court orders or local rules, provided that W&C promptly advises C&H of any such actions taken.

All communications with the Client — including but not limited to communications with OWS's General Counsel Rebecca Tanaka, other in-house counsel, or other OWS personnel — shall be directed through C&H unless C&H otherwise agrees in writing. W&C acknowledges that C&H serves as the primary point of contact between OWS and the litigation team, and that maintaining a coordinated channel of communication is essential to the effective prosecution of the Litigation.

2.3 Coordination Protocol

The Parties agree to the following coordination protocol for the duration of the engagement:

A. James "Jim" Callahan shall be the primary point of contact at W&C for all matters arising under this Agreement and in connection with the Litigation.

B. Alan Ngo (Responsible Partner) and Wendy Schultz (Lead Associate) shall be the primary points of contact at C&H for all matters arising under this Agreement and in connection with the Litigation.

C. W&C shall promptly forward to C&H any orders, notices, minute entries, scheduling orders, or other communications received from the Court, the Clerk of Court, or opposing counsel within one (1) business day of receipt. Such forwarding shall be accomplished by electronic mail to Alan Ngo (ango@calderwoodharkness.com) and Wendy Schultz (wschultz@calderwoodharkness.com), with a copy to the C&H litigation support team at the email address designated by C&H from time to time.

D. Regular status calls between C&H and W&C shall be scheduled as needed, with the anticipated frequency of such calls increasing in advance of court appearances, significant filing deadlines, and the trial. The Parties anticipate that monthly status calls will be sufficient during the initial phases of the Litigation, with weekly or more frequent calls as the Markman hearing, trial, and other significant events approach.

E. W&C shall have access to the shared document management platform maintained by C&H for the Litigation (currently Crestline Technologies and Tidewater Systems), subject to the confidentiality and privilege protections set forth in Section 6 of this Agreement. C&H shall provide W&C with appropriate login credentials and access permissions.

3. TERM AND TERMINATION

3.1 Effective Date

This Agreement is effective as of April 5, 2024 (the "Effective Date").

3.2 Duration. The engagement of W&C as local counsel shall continue through the final resolution of Case No. 2:24-cv-00319-JRG, including any post-trial motions (such as motions for judgment as a matter of law, motions for new trial, motions to amend the judgment, and motions for attorneys' fees and costs) and any appeals or other post-judgment proceedings in the Eastern District of Texas, unless the engagement is terminated earlier pursuant to Section 3.3 below. For the avoidance of doubt, this Agreement does not extend to appellate proceedings before the United States Court of Appeals for the Federal Circuit or any other appellate court, unless the Parties agree in writing to extend the engagement to cover such proceedings.

3.3 Termination. A. Either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party, provided that any such termination shall be subject to compliance with all applicable rules and procedures regarding the withdrawal of counsel, including the Local Rules of the Eastern District of Texas and any orders of the Court. In the event of termination, the withdrawing or terminated local counsel shall, if required by the Court, file an appropriate motion to withdraw and shall not withdraw from the case until such motion is granted or the Court otherwise permits withdrawal.

B. Upon termination, W&C shall cooperate fully in the orderly transition of local counsel responsibilities to any successor local counsel retained by C&H on behalf of OWS. Such cooperation shall include, without limitation, providing all files, documents, and work product relating to the Litigation that are in W&C's possession, custody, or control; executing any documents necessary to facilitate the substitution of counsel; and making W&C personnel reasonably available to answer questions or provide information to successor counsel during a reasonable transition period not to exceed thirty (30) days following the effective date of termination.

C. Termination of this Agreement, whether by either Party or by mutual agreement, does not relieve OWS of the obligation to pay W&C for all services rendered and costs and expenses incurred prior to the effective date of termination, in accordance with the compensation provisions set forth in Section 4 of this Agreement. W&C shall submit a final invoice within thirty (30) days of the effective date of termination, and payment shall be made in accordance with Section 4.2.

4. COMPENSATION

4.1 Hourly Rates

W&C shall be compensated for services rendered in connection with the Litigation at the following hourly rates, which shall apply for calendar year 2024 and shall remain in effect unless modified by written agreement of the Parties:

A restated schedule of hourly rates is set forth in Exhibit B attached hereto and incorporated herein by reference.

Rate increases for calendar year 2025 and any subsequent calendar years during the term of this Agreement shall be subject to prior written approval by C&H (acting on behalf of OWS) and shall not exceed five percent (5%) per annum over the rates in effect for the immediately preceding calendar year. W&C shall provide written notice of any proposed rate increase at least sixty (60) days prior to the beginning of the calendar year in which the proposed increase would take effect. In the absence of written approval from C&H, the rates in effect for the prior calendar year shall continue to apply.

4.2 Billing Practices

A. W&C shall submit monthly invoices to C&H within fifteen (15) days after the close of each calendar month in which services were rendered or expenses were incurred.

B. Each invoice shall include detailed time entries describing the services performed, the timekeeper who performed the services, the date on which the services were performed, and the time spent on each task. Time shall be recorded in increments of no greater than one-tenth (0.1) of an hour. Block billing (i.e., grouping multiple discrete tasks into a single time entry) shall not be used. Each time entry shall contain a sufficiently detailed narrative description of the work performed to permit C&H and OWS to evaluate the nature and necessity of the services rendered.

C. All invoices shall prominently reference the following matter designation: Optiwave Semiconductor Corp. v. Lumicore Technologies, Inc., Case No. 2:24-cv-00319-JRG, E.D. Tex.

D. C&H shall review each invoice submitted by W&C and, upon approval, forward the approved invoice to OWS for payment. Payment shall be made by OWS within thirty (30) days of C&H's written approval of the invoice. C&H shall use reasonable efforts to review and approve (or raise questions or objections regarding) each invoice within fifteen (15) business days of receipt. In the event C&H has questions or objections regarding any portion of an invoice, C&H shall communicate such questions or objections to W&C in writing, and the Parties shall work in good faith to resolve any billing disputes promptly.

E. W&C's fees under this Agreement are separate from and in addition to C&H's own fees for services rendered in connection with the Litigation. W&C's hourly rates are not subject to the blended cap rate of $925.00 per hour that has been negotiated between C&H and Ridgeline Capital Partners, LP (OWS's majority owner and private equity sponsor), which cap rate applies exclusively to C&H's billings under the Lead Counsel Engagement Letter. OWS acknowledges, and W&C is hereby informed, that this distinction is reflected in the approved litigation budget.

4.3 Expense Reimbursement

W&C shall be entitled to reimbursement of reasonable, documented out-of-pocket expenses incurred in connection with the engagement, including but not limited to the following categories:

(a) Court filing fees, including fees associated with the filing of pro hac vice applications on behalf of C&H attorneys;

(b) Process server fees incurred in connection with service of process on parties or third parties;

(c) Travel expenses, including mileage (reimbursed at the then-current IRS standard mileage rate), airfare (coach class), hotel accommodations, and meals, incurred for court appearances, depositions, client meetings, or other litigation-related activities conducted outside of Tyler, Texas, provided that such travel has been pre-approved by C&H;

(d) Copying, printing, and document reproduction charges;

(e) Courier and delivery service charges; and

(f) Postage and shipping costs.

Any single expense item exceeding five hundred dollars ($500.00) shall require prior written approval from C&H before the expense is incurred. W&C shall include all expense items on its monthly invoices with supporting documentation (receipts, invoices, or other evidence of payment) as reasonably required by C&H or OWS.

4.4 Budget Context

W&C acknowledges that OWS has approved a total litigation budget of $18,500,000 for the Litigation through trial, which budget is managed by C&H in coordination with OWS. W&C's fees and expenses shall be tracked as a component of this overall litigation budget, and W&C shall cooperate with C&H in providing periodic budget updates, forecasts, and reports as reasonably requested.

W&C shall use commercially reasonable efforts to manage its costs efficiently and to avoid unnecessary or duplicative expenditures. W&C understands that cost management is a priority for OWS and its stakeholders, and W&C agrees to exercise the same degree of cost consciousness that it would apply to its own business affairs.

5. CONFLICTS OF INTEREST

5.1 Representations and Warranties

W&C represents and warrants that, prior to the execution of this Agreement, it has conducted a thorough conflict of interest check in accordance with its standard conflict-checking procedures and the Texas Disciplinary Rules of Professional Conduct, and has identified no conflicts of interest that would preclude its representation of OWS in the Litigation.

Specifically, and without limitation, W&C confirms each of the following:

(a) W&C does not currently represent, and has not previously represented, Lumicore Technologies, Inc. or any subsidiary, affiliate, parent company, or predecessor entity of Lumicore in any matter, whether litigation, transactional, advisory, or otherwise;

(b) W&C does not currently represent, and has not previously represented, Hawthorne Vega & Cruz LLP (Lumicore's lead outside counsel) or any partner, attorney, or employee thereof in any matter;

(c) W&C does not currently represent, and has not previously represented, Trask Eddington LLP (Lumicore's local counsel, with offices at 425 East Front Street, Suite 300, Tyler, TX 75701) or its lead local counsel partner Maria Garza in any matter;

(d) W&C has no conflicts of interest with respect to Ridgeline Capital Partners, LP, OWS's majority owner and private equity sponsor;

(e) W&C has no conflicts of interest with respect to Silverstone Capital Markets LLC, Lumicore's investment bank;

(f) W&C has no conflicts of interest with respect to any of the expert witnesses or third-party entities known to be involved in the Litigation as of the Effective Date.

5.2 Ongoing Duty

W&C shall maintain an ongoing obligation to monitor for conflicts of interest throughout the duration of the engagement. W&C shall promptly notify C&H, in writing, of any actual or potential conflict of interest that arises during the course of the engagement, including but not limited to any new client engagement, lateral hire, or other circumstance that may create or give rise to a conflict. Upon identification of any such conflict, the Parties shall consult in good faith to determine whether the conflict can be waived, screened, or otherwise resolved in accordance with applicable rules of professional conduct, or whether termination of the engagement is necessary.

6. CONFIDENTIALITY AND PRIVILEGE

6.1 Confidential Information

W&C shall maintain the strictest confidentiality with respect to all information received in connection with this engagement, including but not limited to client confidences, attorney work product, privileged communications, litigation strategy, technical information relating to the patents-in-suit, financial information relating to OWS or Lumicore, and any other information that is not publicly available. W&C shall not disclose any such information to any person or entity outside of the litigation team without the prior written consent of C&H, except as may be required by law, court order, or applicable rules of professional conduct.

W&C acknowledges that the Litigation is or will be subject to a three-tier Stipulated Protective Order entered or to be entered by the Court, which establishes the following confidentiality designations:

(i) "Confidential" — information that the producing party in good faith believes constitutes confidential business information;

(ii) "Highly Confidential — Attorneys' Eyes Only" — information that the producing party in good faith believes constitutes highly sensitive confidential business information, the disclosure of which to the opposing party's business personnel could cause competitive harm; and

(iii) "Highly Confidential — Source Code" — source code or other highly sensitive technical information that is subject to restricted access and inspection protocols.

W&C personnel, including attorneys, associates, paralegals, and staff who may have access to materials produced or designated under the Protective Order, shall comply with the terms of the Protective Order in all respects and shall execute any required undertakings, acknowledgments, or other certifications before accessing protected materials. W&C shall maintain appropriate internal procedures to ensure that access to protected materials is limited to authorized individuals and that such materials are stored, handled, and disposed of in accordance with the Protective Order.

6.2 Attorney-Client Privilege and Work Product

All communications between C&H and W&C in connection with this engagement, whether oral, written, or electronic, are made in connection with the provision of legal services to OWS and are protected by the attorney-client privilege and/or the work product doctrine. The sharing of confidential information, legal analyses, mental impressions, opinions, strategies, and work product between C&H and W&C does not constitute a waiver of any applicable privilege or protection, as such sharing is made within the scope of a common legal representation of OWS and in furtherance of the provision of legal services to the Client.

W&C shall not disclose any privileged or work-product materials to any third party — including but not limited to opposing counsel, the Court (except as authorized by C&H), or any other person or entity — without the prior written consent of C&H. In the event that W&C receives a subpoena, discovery request, or other compulsory process seeking the production of privileged or work-product materials, W&C shall promptly notify C&H and shall not produce any such materials without C&H's prior authorization.

6.3 Document Preservation

W&C shall maintain and preserve all documents and electronically stored information ("ESI") relating to this engagement in accordance with C&H's Document Preservation Protocol dated March 22, 2024, a copy of which has been provided to W&C. W&C shall implement a litigation hold with respect to all documents and ESI in its possession, custody, or control that relate to the Litigation, and shall instruct all W&C personnel involved in the engagement to preserve such materials. W&C shall not destroy, discard, delete, or otherwise dispose of any such documents or ESI without the prior written consent of C&H.

7. INSURANCE

7.1 Professional Liability Insurance

W&C represents and warrants that it currently maintains professional liability (legal malpractice) insurance with the following minimum coverage limits:

(a) Per Claim: $5,000,000; and

(b) Annual Aggregate: $10,000,000.

W&C shall maintain such coverage, at a minimum, throughout the entire duration of the engagement under this Agreement. In the event that W&C's professional liability insurance coverage lapses, is reduced below the minimum levels specified above, is cancelled, or is materially modified, W&C shall promptly notify C&H in writing of such event. W&C shall provide a certificate of insurance to C&H upon request, and C&H shall have the right to request updated certificates of insurance at any time during the term of this Agreement.

8. CASE-SPECIFIC INFORMATION

The following case-specific information is provided for reference and to facilitate coordination between C&H and W&C in connection with the Litigation.

8.1 Opposing Counsel

Defendant Lumicore Technologies, Inc. is represented by the following counsel:

Lead Counsel: Hawthorne Vega & Cruz LLP, with offices at 600 Congress Avenue, Suite 2400, Austin, Texas 78701, and 51 Madison Avenue, 30th Floor, New York, New York 10010. The lead partner on the matter is Catherine "Kate" Rourke, and the second chair partner is Darren Cho. Hawthorne Vega & Cruz LLP is a well-known litigation firm with an active patent litigation practice, and Ms. Rourke and Mr. Cho are experienced patent trial lawyers.

Local Counsel: Trask Eddington LLP, 425 East Front Street, Suite 300, Tyler, Texas 75701. The local counsel partner is Maria Garza. Ms. Garza is a familiar presence in the Eastern District of Texas and has served as local counsel in numerous patent infringement matters before Judge Gilstrap and other judges of the Eastern District.

8.2 Presiding Judge

The Litigation has been assigned to the Honorable James R. Gilstrap, United States District Judge for the Eastern District of Texas. Judge Gilstrap maintains chambers in the Jack Brooks Federal Building in marshall, Texas, and presides over a substantial docket of patent infringement cases. W&C is expected to leverage its familiarity with Judge Gilstrap's practices, preferences, and prior rulings to advise C&H throughout the course of the Litigation.

8.3 Key Upcoming Dates (as of the Agreement Date)

The following key dates have been identified as of the Effective Date of this Agreement. These dates are subject to change based on court orders, scheduling conferences, and other developments in the Litigation:

W&C shall promptly update C&H regarding any changes to the foregoing schedule, including any amendments to scheduling orders or modifications to the trial date.

8.4 Venue Background

Venue in the Eastern District of Texas is based upon Lumicore maintaining a sales office and technical support center at 2700 Earl Campbell Parkway, Suite 150, Tyler, Texas 75701, within the Tyler Division of the Eastern District. Additionally, Lumicore has sold the accused products to at least three customers with facilities within the Eastern District of Texas, specifically:

(a) Pinnacle Data Systems, LLC, located at 1800 Judson Road, Longview, Texas 75601;

(b) Frontier Cloud Services, Inc., located at 400 East Houston Street, marshall, Texas 75670; and

(c) CrossPoint Networking Corp., located at 7500 Dallas Parkway, Suite 200, Plano, Texas 75024 (transferred to the Tyler Division for case management purposes).

W&C may be called upon to provide factual support regarding venue-related matters, including the preparation of declarations or affidavits attesting to facts within W&C's knowledge or based on reasonable investigation, particularly in connection with any motion to transfer venue that Lumicore may file.

9. INDEPENDENT CONTRACTOR STATUS

W&C is engaged hereunder as an independent contractor and not as an employee, partner, joint venturer, or agent of C&H, except to the limited extent necessary for W&C to fulfill the local counsel role in the Litigation as described in this Agreement. Nothing in this Agreement shall be construed to create a joint venture, partnership, employer-employee relationship, or agency relationship between C&H and W&C, except that W&C is authorized to act as local counsel of record for OWS in the Litigation and to take such actions as are within the scope of the engagement described herein. Each Party shall be solely responsible for the compensation, benefits, and taxes of its own employees and personnel. W&C shall be solely responsible for the supervision and control of its own personnel and for maintaining compliance with all applicable laws and regulations governing its practice of law.

10. GOVERNING LAW AND DISPUTE RESOLUTION

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice-of-law or conflict-of-law rules or principles that would cause the application of the laws of any other jurisdiction. The Parties agree that the laws of the State of Texas have a substantial and material connection to this Agreement, given that the Litigation is pending in the Eastern District of Texas, W&C is organized and operates under the laws of Texas, and the local counsel services to be performed hereunder are centered in Texas.

10.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, performance, breach, or termination, shall first be submitted to good-faith negotiation between the Parties. The Parties shall endeavor in good faith to resolve any such dispute through direct discussion between the responsible partners of each firm — namely, Alan Ngo of C&H and James Callahan of W&C — within thirty (30) days of written notice from either Party identifying the dispute and proposing a resolution.

If the dispute remains unresolved after the expiration of such thirty (30) day negotiation period, the dispute shall be submitted to binding arbitration in Tyler, Texas, administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the Parties, or, if the Parties cannot agree, appointed by the American Arbitration Association. The arbitrator's decision shall be final and binding on the Parties and may be entered as a judgment 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 that an award of costs and fees to the prevailing party is appropriate.

11. MISCELLANEOUS

11.1 Entire Agreement

This Agreement, together with its Exhibits, constitutes the entire understanding and agreement between C&H and W&C regarding the engagement of W&C as local counsel in the Litigation, and supersedes all prior and contemporaneous discussions, negotiations, representations, understandings, and agreements, whether oral or written, between the Parties relating to the subject matter hereof. No prior course of dealing, usage of trade, or parol evidence shall be used to modify, supplement, or explain the terms of this Agreement.

11.2 Amendments. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.

11.3 Notices. All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by confirmed electronic mail, (c) sent by nationally recognized overnight courier service, or (d) sent by certified or registered mail, return receipt requested, postage prepaid, addressed as follows:

If to C&H:

Calderwood & Harkness LLP

Attn: Alan Ngo, Partner

350 South Grand Avenue, 48th Floor Los Angeles, California 90071

Email: ango@calderwoodharkness.com

If to W&C:

Whitmore & Callahan LLP

Attn: James "Jim" Callahan, Partner

110 North College Avenue, Suite 800 Tyler, Texas 75702

Email: jcallahan@whitmorecallahan.com

Either Party may change its address for purposes of this Section by giving written notice of such change to the other Party in accordance with this Section.

11.4 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic means (including .pdf) shall be deemed original signatures for all purposes.

11.5 Assignment. Neither Party may assign, transfer, or delegate its rights, obligations, or duties under this Agreement, in whole or in part, without the prior written consent of the other Party. Any attempted assignment, transfer, or delegation in violation of this Section shall be null and void. Notwithstanding the foregoing, C&H may assign this Agreement to a successor firm in the event of a merger, acquisition, or reorganization of C&H, provided that the successor firm assumes all of C&H's obligations hereunder and provides prompt written notice to W&C of such assignment.

12. EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Local Counsel Retainer Agreement as of the date first written above, intending to be legally bound hereby.

CALDERWOOD & HARKNESS LLP (on behalf of Optiwave Semiconductor Corp.)

By: ________

Name: Alan Ngo

Title: Partner, IP Litigation

Date: April 5, 2024

Address: 350 South Grand Avenue, 48th Floor

Los Angeles, California 90071

WHITMORE & CALLAHAN LLP

By: ________

Name: James "Jim" Callahan

Title: Partner

Date: April 5, 2024

Address: 110 North College Avenue, Suite 800

Tyler, Texas 75702

EXHIBIT A

PRO HAC VICE ATTORNEYS

The following attorneys of Calderwood & Harkness LLP are to be sponsored by Whitmore & Callahan LLP for pro hac vice admission before the United States District Court for the Eastern District of Texas in connection with Optiwave Semiconductor Corp. v. Lumicore Technologies, Inc., Case No. 2:24-cv-00319-JRG:

James "Jim" Callahan of Whitmore & Callahan LLP is designated as the sponsoring local counsel for each pro hac vice application listed above, in accordance with the applicable provisions of the Local Rules of the United States District Court for the Eastern District of Texas governing pro hac vice admissions.

W&C shall prepare and file the necessary sponsorship forms and declarations in connection with each application. C&H shall provide W&C with all required information regarding the pro hac vice applicants, including certificates of good standing, disciplinary history disclosures, and any other documentation required by the Court. Each pro hac vice applicant shall be responsible for payment of the applicable pro hac vice admission fee, which shall be invoiced by W&C as a reimbursable expense under Section 4.3 of the Agreement.

In the event that C&H designates additional attorneys to participate in the Litigation who require pro hac vice admission, W&C shall sponsor such additional applications upon reasonable notice from C&H, subject to the same terms and conditions set forth herein. Any such additional pro hac vice attorneys shall be added to this Exhibit A by written supplement agreed to by both Parties.

EXHIBIT B

RATE SCHEDULE

The following hourly rates apply to services rendered by Whitmore & Callahan LLP in connection with Optiwave Semiconductor Corp. v. Lumicore Technologies, Inc., Case No. 2:24-cv-00319-JRG, for calendar year 2024:

Rate Increase Cap. Any rate increases for calendar year 2025 and subsequent years shall not exceed five percent (5%) per annum over the rates in effect for the immediately preceding calendar year and shall be subject to prior written approval by Calderwood & Harkness LLP on behalf of Optiwave Semiconductor Corp.

Billing and Payment Terms. All invoices shall be submitted monthly by W&C to C&H within fifteen (15) days after the close of each calendar month. Payment shall be made by OWS within thirty (30) days of C&H's written approval of the invoice. Time shall be recorded in increments of no greater than one-tenth (0.1) of an hour, and each time entry shall include a detailed narrative description of the services performed.

Independence of Rate Structure. W&C's hourly rates set forth in this Exhibit B are independent of the blended cap rate of $925.00 per hour that has been negotiated between Calderwood & Harkness LLP and Ridgeline Capital Partners, LP (OWS's majority owner and private equity sponsor). The blended cap rate applies exclusively to C&H's billings under the Lead Counsel Engagement Letter dated March 18, 2024, and has no bearing on W&C's fees or rate structure under this Agreement.

Designation of Additional Timekeepers. In the event that W&C assigns additional associates or paralegals to the matter, C&H shall be notified in writing prior to the commencement of work by such additional timekeepers, including the name, title, and applicable hourly rate of each additional timekeeper. All such rates shall be consistent with the rate schedule set forth above.

[End of Exhibit B]

[End of Local Counsel Retainer Agreement]

Timekeeper	Title	Hourly Rate (2024)
James "Jim" Callahan	Partner	$575.00/hr
Associate(s) to be designated	Associate	$400.00/hr
Paralegal(s) to be designated	Paralegal	$275.00/hr
Event	Date
Pro hac vice applications to be filed	April 18, 2024
Complaint filing (anticipated)	April 22, 2024
Markman hearing (claim construction)	March 14, 2025
Close of fact discovery	May 1, 2025
Pre-trial conference	January 5, 2026
Jury trial (estimated 7–10 trial days)	February 2, 2026
Attorney	Title at C&H	State Bar Admissions	Pro Hac Vice Status
Alan Ngo	Responsible Partner, IP Litigation	California State Bar (active, in good standing)	Application to be filed April 18, 2024
Wendy Schultz	Lead Associate, IP Litigation	California State Bar (active, in good standing)	Application to be filed April 18, 2024
Omar Siddiqui	Working Associate, IP Litigation	California State Bar (active, in good standing)	Application to be filed April 18, 2024
Timekeeper	Role	Hourly Rate (2024)
James "Jim" Callahan	Partner	$575.00/hr
Associate(s) to be designated	Associate	$400.00/hr
Paralegal(s) to be designated	Paralegal	$275.00/hr

LOCAL COUNSEL RETAINER AGREEMENT
Between
Calderwood & Harkness LLP (on behalf of Optiwave Semiconductor Corp.)
and
Whitmore & Callahan LLP
April 5, 2024
In Connection with Optiwave Semiconductor Corp. v. Lumicore Technologies, Inc., Case No. 2:24-cv-00319-JRG, United States District Court for the Eastern District of Texas, Marshall Division
TABLE OF CONTENTS
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LOCAL COUNSEL RETAINER AGREEMENT
This Local Counsel Retainer Agreement (this "Agreement") is entered into as of April 5, 2024 (the "Effective Date"), by and between Calderwood & Harkness LLP, a limited liability partnership organized under the laws of the State of California ("Lead Counsel" or "C&H"), acting on behalf of and as authorized agent for Optiwave Semiconductor Corp., a Delaware corporation ("OWS" or the "Client"), and Whitmore & Callahan LLP, a limited liability partnership organized under the laws of the State of Texas ("Local Counsel" or "W&C"). C&H and W&C are referred to herein individually as a "Party" and collectively as the "Parties."
1. RECITALS
1.1 Identification of the Parties
A. Calderwood & Harkness LLP is a limited liability partnership organized and existing under the laws of the State of California, maintaining its principal office at 350 South Grand Avenue, 48th Floor, Los Angeles, California 90071, and a second office at 1201 F Street NW, Suite 700, Washington, D.C. 20004. C&H is a nationally recognized intellectual property litigation firm with extensive experience in patent infringement matters across multiple federal jurisdictions.
B. Whitmore & Callahan LLP is a limited liability partnership organized and existing under the laws of the State of Texas, maintaining its office at 110 North College Avenue, Suite 800, Tyler, Texas 75702. W&C is a Texas-based litigation firm with substantial experience practicing before the United States District Court for the Eastern District of Texas and is well-versed in the local rules, customs, and procedures of that court.
C. Both C&H and W&C are acting in connection with the representation of the Client, Optiwave Semiconductor Corp., a Delaware corporation with its principal place of business at 4810 Bayside Technology Parkway, Suite 300, Santa Clara, California 95054. OWS is a leading designer and manufacturer of advanced semiconductor devices, including integrated photonic processors and optical signal processing components used in high-speed data communications infrastructure.
1.2 Background and Purpose
A. OWS has retained Calderwood & Harkness LLP as lead litigation counsel pursuant to an Engagement Letter dated March 18, 2024 (the "Lead Counsel Engagement Letter") to prosecute patent infringement claims against Lumicore Technologies, Inc. ("Lumicore"), a Delaware corporation with its principal place of business at 9200 Spectrum Boulevard, Building C, Austin, Texas 78759. Lumicore is a competitor of OWS in the semiconductor and photonic device markets and is alleged to have infringed multiple patents owned by OWS through the manufacture, use, sale, offer for sale, and importation of certain accused products and systems.
B. The action was anticipated to be filed on or about April 22, 2024 in the United States District Court for the Eastern District of Texas, marshall Division, and has been assigned Case No. 2:24-cv-00319-JRG before the Honorable James R. Gilstrap, United States District Judge (the "Litigation"). This Agreement was executed in anticipation of the filing of the Complaint in order to facilitate the timely preparation and submission of pro hac vice applications and to ensure compliance with the local rules of the Eastern District of Texas from the commencement of the action.
C. The Litigation involves four United States utility patents owned by OWS, each of which is asserted against one or more of Lumicore's accused products:
(i) U.S. Patent No. 10,234,847 (the "'847 Patent"), entitled "Multi-Channel Photonic Signal Processor with Adaptive Wavelength Routing," issued on March 19, 2019;
(ii) U.S. Patent No. 10,891,193 (the "'193 Patent"), entitled "Low-Noise Integrated Optical Amplifier Architecture for High-Bandwidth Data Transmission," issued on January 12, 2021;
(iii) U.S. Patent No. 9,678,562 (the "'562 Patent"), entitled "Silicon Photonic Modulator with Enhanced Electro-Optic Coefficient," issued on June 13, 2017; and
(iv) U.S. Patent No. 11,402,015 (the "'015 Patent"), entitled "Scalable Photonic Interconnect Fabric for Datacenter Switching Applications," issued on August 2, 2022.
D. The Complaint alleges claims for direct infringement under 35 U.S.C. § 271(a), induced infringement under 35 U.S.C. § 271(b), contributory infringement under 35 U.S.C. § 271(c), and willful infringement. The damages sought by OWS in connection with the Litigation are estimated to be approximately $210,000,000, based on reasonable royalty and lost profits theories, subject to further refinement following fact and expert discovery.
E. The Local Rules of the United States District Court for the Eastern District of Texas require that at least one attorney of record for each party be a member in good standing of the bar of the Eastern District of Texas. C&H's attorneys primarily responsible for the Litigation — Alan Ngo (Responsible Partner, IP Litigation), Wendy Schultz (Lead Associate, IP Litigation), and Omar Siddiqui (Working Associate, IP Litigation) — are each admitted to the State Bar of California but are not members of the bar of the Eastern District of Texas. Accordingly, each of these attorneys will seek admission pro hac vice in order to appear and practice before the Court in this matter, which necessitates the engagement of local counsel admitted to the bar of the Eastern District of Texas.
F. W&C is a firm based in Tyler, Texas, within the Eastern District of Texas. James "Jim" Callahan, a partner at W&C, is admitted to the bar of the State of Texas and is a member in good standing of the bar of the United States District Court for the Eastern District of Texas. Mr. Callahan has practiced extensively before the Eastern District of Texas, including in patent infringement matters, and is familiar with the local rules, standing orders, and customs of the court.
1.3 Client Authorization
A. OWS, acting through its General Counsel, Rebecca Tanaka, has authorized C&H to engage local counsel in connection with the Litigation. Ms. Tanaka communicated such authorization in writing to Alan Ngo on March 25, 2024, and confirmed that the engagement of local counsel and the fees and costs associated therewith are within the scope of the approved litigation budget for the Litigation.
B. C&H is entering into this Agreement on behalf of, and as the authorized agent for, OWS. OWS shall be the ultimate payor of W&C's fees and expenses in accordance with the terms of this Agreement, and W&C acknowledges that its professional obligations as local counsel run to OWS as the client. C&H's role as intermediary for billing and coordination purposes does not alter the attorney-client relationship between W&C and OWS with respect to the Litigation.
2. SCOPE OF ENGAGEMENT
2.1 Local Counsel Services
W&C shall serve as local counsel of record for OWS in Optiwave Semiconductor Corp. v. Lumicore Technologies, Inc., Case No. 2:24-cv-00319-JRG, in the United States District Court for the Eastern District of Texas, marshall Division. The designated local counsel attorney shall be James "Jim" Callahan, Partner, who shall personally undertake the responsibilities described herein or supervise any W&C personnel assisting with such responsibilities.
W&C's duties and responsibilities as local counsel shall include, but shall not be limited to, the following:
(a) Pro Hac Vice Sponsorship. W&C shall sponsor and support the pro hac vice applications of the following C&H attorneys for admission to practice before the Eastern District of Texas in connection with the Litigation: Alan Ngo (Responsible Partner, IP Litigation), Wendy Schultz (Lead Associate, IP Litigation), and Omar Siddiqui (Working Associate, IP Litigation). W&C shall execute and file all necessary sponsorship forms, declarations, and certifications required under the Local Rules of the Eastern District of Texas and shall serve as the designated local counsel of record as required by the Court's rules governing pro hac vice admissions. A summary of the pro hac vice attorneys and their anticipated filing dates is set forth in Exhibit A attached hereto and incorporated herein by reference.
(b) Court Appearances. W&C shall appear at hearings, conferences, and proceedings before Judge Gilstrap or any magistrate judge assigned to the Litigation when required by the Local Rules of the Eastern District of Texas, when Lead Counsel is unavailable, or when the Court directs that local counsel be present. Without limiting the generality of the foregoing, W&C shall be available to attend status conferences, scheduling conferences, discovery hearings, and any other proceedings as reasonably requested by C&H.
(c) Receipt and Forwarding of Court Communications. W&C shall receive and promptly forward to C&H all court orders, notices, minute entries, scheduling orders, and other communications from the Clerk of Court or the chambers of Judge Gilstrap or any magistrate judge. Such forwarding shall occur within one (1) business day of receipt, in accordance with the coordination protocol set forth in Section 2.3 below.
(d) Local Rule Compliance. W&C shall ensure that all filings, submissions, and conduct of counsel in the Litigation comply with the Local Rules of the Eastern District of Texas, including but not limited to the Patent Rules (P.R. 3-1 et seq.), scheduling orders, electronic filing requirements (CM/ECF), and any standing orders or individual practices of Judge Gilstrap. W&C shall promptly advise C&H of any local rule requirements that may affect the timing, form, or substance of filings or other litigation activities.
(e) Review of Filings. W&C shall review and provide input on filings prepared by C&H prior to submission to the Court, to the extent necessary to ensure conformity with local practice, procedure, formatting requirements, and any applicable page or word limits. W&C's review is intended to supplement, not replace, C&H's primary responsibility for the substance and legal content of all filings.
(f) Local Practice Advisory. W&C shall advise C&H on local judicial preferences, courtroom procedures, and customs of the Eastern District of Texas, including any standing orders of Judge Gilstrap, typical scheduling practices, jury instructions, voir dire procedures, and any other matters of local practice that may be relevant to the efficient prosecution of the Litigation. W&C shall share its institutional knowledge of the Eastern District of Texas, including observations regarding judicial temperament, procedural preferences, and prior rulings on similar issues.
(g) Markman Hearing Attendance. W&C shall attend the Markman hearing (claim construction hearing) currently scheduled for March 14, 2025, or such other date as may be set by the Court. W&C shall be prepared to provide local counsel support during the hearing, including addressing procedural matters, courtroom logistics, and any issues that may arise during the course of the proceeding.
(h) Trial and Pre-Trial Attendance. W&C shall attend the jury trial currently scheduled to commence on February 2, 2026 (estimated duration of seven to ten trial days), as well as the pre-trial conference currently scheduled for January 5, 2026. W&C shall be available for the entirety of the trial period and shall assist with trial logistics, courtroom setup, witness coordination, and any other support functions as directed by C&H.
(i) Jury Selection Assistance. W&C shall assist C&H with jury selection (voir dire) by providing local knowledge regarding the jury pool in the marshall and Tyler Divisions of the Eastern District of Texas. Such assistance shall include, without limitation, providing background information on the demographics, attitudes, and characteristics of potential jurors in the region, as well as advising on effective jury selection strategies based on W&C's experience with juries in the Eastern District of Texas.
(j) Declarations and Affidavits. W&C shall provide declarations or affidavits in support of motions when local counsel attestation is appropriate or required by the Court. Such declarations may include, by way of example and without limitation, the Declaration of James Callahan in Support of Opposition to Transfer, venue-related factual matters, and attestations regarding compliance with local rules or court orders.
(k) Service of Process. W&C shall assist with service of process on parties and third parties within the Eastern District of Texas, including coordinating with process servers, preparing proofs of service, and ensuring compliance with applicable rules of civil procedure governing service.
2.2 Lead Counsel Retains Primary Responsibility
C&H shall retain primary responsibility for all aspects of case strategy, legal research, briefing, discovery, depositions, expert engagement, trial preparation, and trial presentation in the Litigation. C&H is and shall remain the lead litigation counsel for OWS, and all substantive decisions regarding the prosecution of the claims against Lumicore shall be made by C&H in consultation with the Client.
W&C shall not independently undertake substantive litigation activity — including, without limitation, filing motions, conducting depositions, retaining experts, making settlement proposals, or communicating with opposing counsel on substantive matters — without prior coordination with and approval from C&H. This limitation is not intended to prevent W&C from taking ministerial or procedural actions necessary to comply with court orders or local rules, provided that W&C promptly advises C&H of any such actions taken.
All communications with the Client — including but not limited to communications with OWS's General Counsel Rebecca Tanaka, other in-house counsel, or other OWS personnel — shall be directed through C&H unless C&H otherwise agrees in writing. W&C acknowledges that C&H serves as the primary point of contact between OWS and the litigation team, and that maintaining a coordinated channel of communication is essential to the effective prosecution of the Litigation.
2.3 Coordination Protocol
The Parties agree to the following coordination protocol for the duration of the engagement:
A. James "Jim" Callahan shall be the primary point of contact at W&C for all matters arising under this Agreement and in connection with the Litigation.
B. Alan Ngo (Responsible Partner) and Wendy Schultz (Lead Associate) shall be the primary points of contact at C&H for all matters arising under this Agreement and in connection with the Litigation.
C. W&C shall promptly forward to C&H any orders, notices, minute entries, scheduling orders, or other communications received from the Court, the Clerk of Court, or opposing counsel within one (1) business day of receipt. Such forwarding shall be accomplished by electronic mail to Alan Ngo (ango@calderwoodharkness.com) and Wendy Schultz (wschultz@calderwoodharkness.com), with a copy to the C&H litigation support team at the email address designated by C&H from time to time.
D. Regular status calls between C&H and W&C shall be scheduled as needed, with the anticipated frequency of such calls increasing in advance of court appearances, significant filing deadlines, and the trial. The Parties anticipate that monthly status calls will be sufficient during the initial phases of the Litigation, with weekly or more frequent calls as the Markman hearing, trial, and other significant events approach.
E. W&C shall have access to the shared document management platform maintained by C&H for the Litigation (currently Crestline Technologies and Tidewater Systems), subject to the confidentiality and privilege protections set forth in Section 6 of this Agreement. C&H shall provide W&C with appropriate login credentials and access permissions.
3. TERM AND TERMINATION
3.1 Effective Date
This Agreement is effective as of April 5, 2024 (the "Effective Date").
3.2 Duration.  The engagement of W&C as local counsel shall continue through the final resolution of Case No. 2:24-cv-00319-JRG, including any post-trial motions (such as motions for judgment as a matter of law, motions for new trial, motions to amend the judgment, and motions for attorneys' fees and costs) and any appeals or other post-judgment proceedings in the Eastern District of Texas, unless the engagement is terminated earlier pursuant to Section 3.3 below. For the avoidance of doubt, this Agreement does not extend to appellate proceedings before the United States Court of Appeals for the Federal Circuit or any other appellate court, unless the Parties agree in writing to extend the engagement to cover such proceedings.
3.3 Termination.  A. Either Party may terminate this Agreement upon thirty (30) days' prior written notice to the other Party, provided that any such termination shall be subject to compliance with all applicable rules and procedures regarding the withdrawal of counsel, including the Local Rules of the Eastern District of Texas and any orders of the Court. In the event of termination, the withdrawing or terminated local counsel shall, if required by the Court, file an appropriate motion to withdraw and shall not withdraw from the case until such motion is granted or the Court otherwise permits withdrawal.
B. Upon termination, W&C shall cooperate fully in the orderly transition of local counsel responsibilities to any successor local counsel retained by C&H on behalf of OWS. Such cooperation shall include, without limitation, providing all files, documents, and work product relating to the Litigation that are in W&C's possession, custody, or control; executing any documents necessary to facilitate the substitution of counsel; and making W&C personnel reasonably available to answer questions or provide information to successor counsel during a reasonable transition period not to exceed thirty (30) days following the effective date of termination.
C. Termination of this Agreement, whether by either Party or by mutual agreement, does not relieve OWS of the obligation to pay W&C for all services rendered and costs and expenses incurred prior to the effective date of termination, in accordance with the compensation provisions set forth in Section 4 of this Agreement. W&C shall submit a final invoice within thirty (30) days of the effective date of termination, and payment shall be made in accordance with Section 4.2.
4. COMPENSATION
4.1 Hourly Rates
W&C shall be compensated for services rendered in connection with the Litigation at the following hourly rates, which shall apply for calendar year 2024 and shall remain in effect unless modified by written agreement of the Parties:
A restated schedule of hourly rates is set forth in Exhibit B attached hereto and incorporated herein by reference.
Rate increases for calendar year 2025 and any subsequent calendar years during the term of this Agreement shall be subject to prior written approval by C&H (acting on behalf of OWS) and shall not exceed five percent (5%) per annum over the rates in effect for the immediately preceding calendar year. W&C shall provide written notice of any proposed rate increase at least sixty (60) days prior to the beginning of the calendar year in which the proposed increase would take effect. In the absence of written approval from C&H, the rates in effect for the prior calendar year shall continue to apply.
4.2 Billing Practices
A. W&C shall submit monthly invoices to C&H within fifteen (15) days after the close of each calendar month in which services were rendered or expenses were incurred.
B. Each invoice shall include detailed time entries describing the services performed, the timekeeper who performed the services, the date on which the services were performed, and the time spent on each task. Time shall be recorded in increments of no greater than one-tenth (0.1) of an hour. Block billing (i.e., grouping multiple discrete tasks into a single time entry) shall not be used. Each time entry shall contain a sufficiently detailed narrative description of the work performed to permit C&H and OWS to evaluate the nature and necessity of the services rendered.
C. All invoices shall prominently reference the following matter designation: Optiwave Semiconductor Corp. v. Lumicore Technologies, Inc., Case No. 2:24-cv-00319-JRG, E.D. Tex.
D. C&H shall review each invoice submitted by W&C and, upon approval, forward the approved invoice to OWS for payment. Payment shall be made by OWS within thirty (30) days of C&H's written approval of the invoice. C&H shall use reasonable efforts to review and approve (or raise questions or objections regarding) each invoice within fifteen (15) business days of receipt. In the event C&H has questions or objections regarding any portion of an invoice, C&H shall communicate such questions or objections to W&C in writing, and the Parties shall work in good faith to resolve any billing disputes promptly.
E. W&C's fees under this Agreement are separate from and in addition to C&H's own fees for services rendered in connection with the Litigation. W&C's hourly rates are not subject to the blended cap rate of $925.00 per hour that has been negotiated between C&H and Ridgeline Capital Partners, LP (OWS's majority owner and private equity sponsor), which cap rate applies exclusively to C&H's billings under the Lead Counsel Engagement Letter. OWS acknowledges, and W&C is hereby informed, that this distinction is reflected in the approved litigation budget.
4.3 Expense Reimbursement
W&C shall be entitled to reimbursement of reasonable, documented out-of-pocket expenses incurred in connection with the engagement, including but not limited to the following categories:
(a) Court filing fees, including fees associated with the filing of pro hac vice applications on behalf of C&H attorneys;
(b) Process server fees incurred in connection with service of process on parties or third parties;
(c) Travel expenses, including mileage (reimbursed at the then-current IRS standard mileage rate), airfare (coach class), hotel accommodations, and meals, incurred for court appearances, depositions, client meetings, or other litigation-related activities conducted outside of Tyler, Texas, provided that such travel has been pre-approved by C&H;
(d) Copying, printing, and document reproduction charges;
(e) Courier and delivery service charges; and
(f) Postage and shipping costs.
Any single expense item exceeding five hundred dollars ($500.00) shall require prior written approval from C&H before the expense is incurred. W&C shall include all expense items on its monthly invoices with supporting documentation (receipts, invoices, or other evidence of payment) as reasonably required by C&H or OWS.
4.4 Budget Context
W&C acknowledges that OWS has approved a total litigation budget of $18,500,000 for the Litigation through trial, which budget is managed by C&H in coordination with OWS. W&C's fees and expenses shall be tracked as a component of this overall litigation budget, and W&C shall cooperate with C&H in providing periodic budget updates, forecasts, and reports as reasonably requested.
W&C shall use commercially reasonable efforts to manage its costs efficiently and to avoid unnecessary or duplicative expenditures. W&C understands that cost management is a priority for OWS and its stakeholders, and W&C agrees to exercise the same degree of cost consciousness that it would apply to its own business affairs.
5. CONFLICTS OF INTEREST
5.1 Representations and Warranties
W&C represents and warrants that, prior to the execution of this Agreement, it has conducted a thorough conflict of interest check in accordance with its standard conflict-checking procedures and the Texas Disciplinary Rules of Professional Conduct, and has identified no conflicts of interest that would preclude its representation of OWS in the Litigation.
Specifically, and without limitation, W&C confirms each of the following:
(a) W&C does not currently represent, and has not previously represented, Lumicore Technologies, Inc. or any subsidiary, affiliate, parent company, or predecessor entity of Lumicore in any matter, whether litigation, transactional, advisory, or otherwise;
(b) W&C does not currently represent, and has not previously represented, Hawthorne Vega & Cruz LLP (Lumicore's lead outside counsel) or any partner, attorney, or employee thereof in any matter;
(c) W&C does not currently represent, and has not previously represented, Trask Eddington LLP (Lumicore's local counsel, with offices at 425 East Front Street, Suite 300, Tyler, TX 75701) or its lead local counsel partner Maria Garza in any matter;
(d) W&C has no conflicts of interest with respect to Ridgeline Capital Partners, LP, OWS's majority owner and private equity sponsor;
(e) W&C has no conflicts of interest with respect to Silverstone Capital Markets LLC, Lumicore's investment bank;
(f) W&C has no conflicts of interest with respect to any of the expert witnesses or third-party entities known to be involved in the Litigation as of the Effective Date.
5.2 Ongoing Duty
W&C shall maintain an ongoing obligation to monitor for conflicts of interest throughout the duration of the engagement. W&C shall promptly notify C&H, in writing, of any actual or potential conflict of interest that arises during the course of the engagement, including but not limited to any new client engagement, lateral hire, or other circumstance that may create or give rise to a conflict. Upon identification of any such conflict, the Parties shall consult in good faith to determine whether the conflict can be waived, screened, or otherwise resolved in accordance with applicable rules of professional conduct, or whether termination of the engagement is necessary.
6. CONFIDENTIALITY AND PRIVILEGE
6.1 Confidential Information
W&C shall maintain the strictest confidentiality with respect to all information received in connection with this engagement, including but not limited to client confidences, attorney work product, privileged communications, litigation strategy, technical information relating to the patents-in-suit, financial information relating to OWS or Lumicore, and any other information that is not publicly available. W&C shall not disclose any such information to any person or entity outside of the litigation team without the prior written consent of C&H, except as may be required by law, court order, or applicable rules of professional conduct.
W&C acknowledges that the Litigation is or will be subject to a three-tier Stipulated Protective Order entered or to be entered by the Court, which establishes the following confidentiality designations:
(i) "Confidential" — information that the producing party in good faith believes constitutes confidential business information;
(ii) "Highly Confidential — Attorneys' Eyes Only" — information that the producing party in good faith believes constitutes highly sensitive confidential business information, the disclosure of which to the opposing party's business personnel could cause competitive harm; and
(iii) "Highly Confidential — Source Code" — source code or other highly sensitive technical information that is subject to restricted access and inspection protocols.
W&C personnel, including attorneys, associates, paralegals, and staff who may have access to materials produced or designated under the Protective Order, shall comply with the terms of the Protective Order in all respects and shall execute any required undertakings, acknowledgments, or other certifications before accessing protected materials. W&C shall maintain appropriate internal procedures to ensure that access to protected materials is limited to authorized individuals and that such materials are stored, handled, and disposed of in accordance with the Protective Order.
6.2 Attorney-Client Privilege and Work Product
All communications between C&H and W&C in connection with this engagement, whether oral, written, or electronic, are made in connection with the provision of legal services to OWS and are protected by the attorney-client privilege and/or the work product doctrine. The sharing of confidential information, legal analyses, mental impressions, opinions, strategies, and work product between C&H and W&C does not constitute a waiver of any applicable privilege or protection, as such sharing is made within the scope of a common legal representation of OWS and in furtherance of the provision of legal services to the Client.
W&C shall not disclose any privileged or work-product materials to any third party — including but not limited to opposing counsel, the Court (except as authorized by C&H), or any other person or entity — without the prior written consent of C&H. In the event that W&C receives a subpoena, discovery request, or other compulsory process seeking the production of privileged or work-product materials, W&C shall promptly notify C&H and shall not produce any such materials without C&H's prior authorization.
6.3 Document Preservation
W&C shall maintain and preserve all documents and electronically stored information ("ESI") relating to this engagement in accordance with C&H's Document Preservation Protocol dated March 22, 2024, a copy of which has been provided to W&C. W&C shall implement a litigation hold with respect to all documents and ESI in its possession, custody, or control that relate to the Litigation, and shall instruct all W&C personnel involved in the engagement to preserve such materials. W&C shall not destroy, discard, delete, or otherwise dispose of any such documents or ESI without the prior written consent of C&H.
7. INSURANCE
7.1 Professional Liability Insurance
W&C represents and warrants that it currently maintains professional liability (legal malpractice) insurance with the following minimum coverage limits:
(a) Per Claim: $5,000,000; and
(b) Annual Aggregate: $10,000,000.
W&C shall maintain such coverage, at a minimum, throughout the entire duration of the engagement under this Agreement. In the event that W&C's professional liability insurance coverage lapses, is reduced below the minimum levels specified above, is cancelled, or is materially modified, W&C shall promptly notify C&H in writing of such event. W&C shall provide a certificate of insurance to C&H upon request, and C&H shall have the right to request updated certificates of insurance at any time during the term of this Agreement.
8. CASE-SPECIFIC INFORMATION
The following case-specific information is provided for reference and to facilitate coordination between C&H and W&C in connection with the Litigation.
8.1 Opposing Counsel
Defendant Lumicore Technologies, Inc. is represented by the following counsel:
Lead Counsel: Hawthorne Vega & Cruz LLP, with offices at 600 Congress Avenue, Suite 2400, Austin, Texas 78701, and 51 Madison Avenue, 30th Floor, New York, New York 10010. The lead partner on the matter is Catherine "Kate" Rourke, and the second chair partner is Darren Cho. Hawthorne Vega & Cruz LLP is a well-known litigation firm with an active patent litigation practice, and Ms. Rourke and Mr. Cho are experienced patent trial lawyers.
Local Counsel: Trask Eddington LLP, 425 East Front Street, Suite 300, Tyler, Texas 75701. The local counsel partner is Maria Garza. Ms. Garza is a familiar presence in the Eastern District of Texas and has served as local counsel in numerous patent infringement matters before Judge Gilstrap and other judges of the Eastern District.
8.2 Presiding Judge
The Litigation has been assigned to the Honorable James R. Gilstrap, United States District Judge for the Eastern District of Texas. Judge Gilstrap maintains chambers in the Jack Brooks Federal Building in marshall, Texas, and presides over a substantial docket of patent infringement cases. W&C is expected to leverage its familiarity with Judge Gilstrap's practices, preferences, and prior rulings to advise C&H throughout the course of the Litigation.
8.3 Key Upcoming Dates (as of the Agreement Date)
The following key dates have been identified as of the Effective Date of this Agreement. These dates are subject to change based on court orders, scheduling conferences, and other developments in the Litigation:
W&C shall promptly update C&H regarding any changes to the foregoing schedule, including any amendments to scheduling orders or modifications to the trial date.
8.4 Venue Background
Venue in the Eastern District of Texas is based upon Lumicore maintaining a sales office and technical support center at 2700 Earl Campbell Parkway, Suite 150, Tyler, Texas 75701, within the Tyler Division of the Eastern District. Additionally, Lumicore has sold the accused products to at least three customers with facilities within the Eastern District of Texas, specifically:
(a) Pinnacle Data Systems, LLC, located at 1800 Judson Road, Longview, Texas 75601;
(b) Frontier Cloud Services, Inc., located at 400 East Houston Street, marshall, Texas 75670; and
(c) CrossPoint Networking Corp., located at 7500 Dallas Parkway, Suite 200, Plano, Texas 75024 (transferred to the Tyler Division for case management purposes).
W&C may be called upon to provide factual support regarding venue-related matters, including the preparation of declarations or affidavits attesting to facts within W&C's knowledge or based on reasonable investigation, particularly in connection with any motion to transfer venue that Lumicore may file.
9. INDEPENDENT CONTRACTOR STATUS
W&C is engaged hereunder as an independent contractor and not as an employee, partner, joint venturer, or agent of C&H, except to the limited extent necessary for W&C to fulfill the local counsel role in the Litigation as described in this Agreement. Nothing in this Agreement shall be construed to create a joint venture, partnership, employer-employee relationship, or agency relationship between C&H and W&C, except that W&C is authorized to act as local counsel of record for OWS in the Litigation and to take such actions as are within the scope of the engagement described herein. Each Party shall be solely responsible for the compensation, benefits, and taxes of its own employees and personnel. W&C shall be solely responsible for the supervision and control of its own personnel and for maintaining compliance with all applicable laws and regulations governing its practice of law.
10. GOVERNING LAW AND DISPUTE RESOLUTION
10.1 Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice-of-law or conflict-of-law rules or principles that would cause the application of the laws of any other jurisdiction. The Parties agree that the laws of the State of Texas have a substantial and material connection to this Agreement, given that the Litigation is pending in the Eastern District of Texas, W&C is organized and operates under the laws of Texas, and the local counsel services to be performed hereunder are centered in Texas.
10.2 Dispute Resolution
Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, performance, breach, or termination, shall first be submitted to good-faith negotiation between the Parties. The Parties shall endeavor in good faith to resolve any such dispute through direct discussion between the responsible partners of each firm — namely, Alan Ngo of C&H and James Callahan of W&C — within thirty (30) days of written notice from either Party identifying the dispute and proposing a resolution.
If the dispute remains unresolved after the expiration of such thirty (30) day negotiation period, the dispute shall be submitted to binding arbitration in Tyler, Texas, administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator mutually agreed upon by the Parties, or, if the Parties cannot agree, appointed by the American Arbitration Association. The arbitrator's decision shall be final and binding on the Parties and may be entered as a judgment 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 that an award of costs and fees to the prevailing party is appropriate.
11. MISCELLANEOUS
11.1 Entire Agreement
This Agreement, together with its Exhibits, constitutes the entire understanding and agreement between C&H and W&C regarding the engagement of W&C as local counsel in the Litigation, and supersedes all prior and contemporaneous discussions, negotiations, representations, understandings, and agreements, whether oral or written, between the Parties relating to the subject matter hereof. No prior course of dealing, usage of trade, or parol evidence shall be used to modify, supplement, or explain the terms of this Agreement.
11.2 Amendments.  No amendment, modification, supplement, or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy.
11.3 Notices.  All notices, requests, demands, consents, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by confirmed electronic mail, (c) sent by nationally recognized overnight courier service, or (d) sent by certified or registered mail, return receipt requested, postage prepaid, addressed as follows:
If to C&H:
Calderwood & Harkness LLP
Attn: Alan Ngo, Partner
350 South Grand Avenue, 48th Floor Los Angeles, California 90071
Email: ango@calderwoodharkness.com
If to W&C:
Whitmore & Callahan LLP
Attn: James "Jim" Callahan, Partner
110 North College Avenue, Suite 800 Tyler, Texas 75702
Email: jcallahan@whitmorecallahan.com
Either Party may change its address for purposes of this Section by giving written notice of such change to the other Party in accordance with this Section.
11.4 Counterparts.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic means (including .pdf) shall be deemed original signatures for all purposes.
11.5 Assignment.  Neither Party may assign, transfer, or delegate its rights, obligations, or duties under this Agreement, in whole or in part, without the prior written consent of the other Party. Any attempted assignment, transfer, or delegation in violation of this Section shall be null and void. Notwithstanding the foregoing, C&H may assign this Agreement to a successor firm in the event of a merger, acquisition, or reorganization of C&H, provided that the successor firm assumes all of C&H's obligations hereunder and provides prompt written notice to W&C of such assignment.
12. EXECUTION
IN WITNESS WHEREOF, the Parties have executed this Local Counsel Retainer Agreement as of the date first written above, intending to be legally bound hereby.
CALDERWOOD & HARKNESS LLP (on behalf of Optiwave Semiconductor Corp.)
By: ________
Name: Alan Ngo
Title: Partner, IP Litigation
Date: April 5, 2024
Address: 350 South Grand Avenue, 48th Floor
Los Angeles, California 90071
WHITMORE & CALLAHAN LLP
By: ________
Name: James "Jim" Callahan
Title: Partner
Date: April 5, 2024
Address: 110 North College Avenue, Suite 800
Tyler, Texas 75702
EXHIBIT A
PRO HAC VICE ATTORNEYS
The following attorneys of Calderwood & Harkness LLP are to be sponsored by Whitmore & Callahan LLP for pro hac vice admission before the United States District Court for the Eastern District of Texas in connection with Optiwave Semiconductor Corp. v. Lumicore Technologies, Inc., Case No. 2:24-cv-00319-JRG:
James "Jim" Callahan of Whitmore & Callahan LLP is designated as the sponsoring local counsel for each pro hac vice application listed above, in accordance with the applicable provisions of the Local Rules of the United States District Court for the Eastern District of Texas governing pro hac vice admissions.
W&C shall prepare and file the necessary sponsorship forms and declarations in connection with each application. C&H shall provide W&C with all required information regarding the pro hac vice applicants, including certificates of good standing, disciplinary history disclosures, and any other documentation required by the Court. Each pro hac vice applicant shall be responsible for payment of the applicable pro hac vice admission fee, which shall be invoiced by W&C as a reimbursable expense under Section 4.3 of the Agreement.
In the event that C&H designates additional attorneys to participate in the Litigation who require pro hac vice admission, W&C shall sponsor such additional applications upon reasonable notice from C&H, subject to the same terms and conditions set forth herein. Any such additional pro hac vice attorneys shall be added to this Exhibit A by written supplement agreed to by both Parties.
EXHIBIT B
RATE SCHEDULE
The following hourly rates apply to services rendered by Whitmore & Callahan LLP in connection with Optiwave Semiconductor Corp. v. Lumicore Technologies, Inc., Case No. 2:24-cv-00319-JRG, for calendar year 2024:
Rate Increase Cap. Any rate increases for calendar year 2025 and subsequent years shall not exceed five percent (5%) per annum over the rates in effect for the immediately preceding calendar year and shall be subject to prior written approval by Calderwood & Harkness LLP on behalf of Optiwave Semiconductor Corp.
Billing and Payment Terms. All invoices shall be submitted monthly by W&C to C&H within fifteen (15) days after the close of each calendar month. Payment shall be made by OWS within thirty (30) days of C&H's written approval of the invoice. Time shall be recorded in increments of no greater than one-tenth (0.1) of an hour, and each time entry shall include a detailed narrative description of the services performed.
Independence of Rate Structure. W&C's hourly rates set forth in this Exhibit B are independent of the blended cap rate of $925.00 per hour that has been negotiated between Calderwood & Harkness LLP and Ridgeline Capital Partners, LP (OWS's majority owner and private equity sponsor). The blended cap rate applies exclusively to C&H's billings under the Lead Counsel Engagement Letter dated March 18, 2024, and has no bearing on W&C's fees or rate structure under this Agreement.
Designation of Additional Timekeepers. In the event that W&C assigns additional associates or paralegals to the matter, C&H shall be notified in writing prior to the commencement of work by such additional timekeepers, including the name, title, and applicable hourly rate of each additional timekeeper. All such rates shall be consistent with the rate schedule set forth above.
[End of Exhibit B]
[End of Local Counsel Retainer Agreement]
Timekeeper | Title | Hourly Rate (2024)
James "Jim" Callahan | Partner | $575.00/hr
Associate(s) to be designated | Associate | $400.00/hr
Paralegal(s) to be designated | Paralegal | $275.00/hr
Event | Date
Pro hac vice applications to be filed | April 18, 2024
Complaint filing (anticipated) | April 22, 2024
Markman hearing (claim construction) | March 14, 2025
Close of fact discovery | May 1, 2025
Pre-trial conference | January 5, 2026
Jury trial (estimated 7–10 trial days) | February 2, 2026
Attorney | Title at C&H | State Bar Admissions | Pro Hac Vice Status
Alan Ngo | Responsible Partner, IP Litigation | California State Bar (active, in good standing) | Application to be filed April 18, 2024
Wendy Schultz | Lead Associate, IP Litigation | California State Bar (active, in good standing) | Application to be filed April 18, 2024
Omar Siddiqui | Working Associate, IP Litigation | California State Bar (active, in good standing) | Application to be filed April 18, 2024
Timekeeper | Role | Hourly Rate (2024)
James "Jim" Callahan | Partner | $575.00/hr
Associate(s) to be designated | Associate | $400.00/hr
Paralegal(s) to be designated | Paralegal | $275.00/hr

LOCAL COUNSEL RETAINER AGREEMENT

TABLE OF CONTENTS

LOCAL COUNSEL RETAINER AGREEMENT

WHITMORE & CALLAHAN LLP

EXHIBIT A

PRO HAC VICE ATTORNEYS

EXHIBIT B

RATE SCHEDULE

Record

Parties

Dates

Amounts