[sheet: Open Issues Tracker]

Issue #	Category	Description	OWS Position	Meridian Position	Status	Notes
1	Commercial	Annual License Fees / Total Contract Value	Target annual fees of $11.8M/yr; TCV of $59.0M over 5-year term. Represents per-seat annual cost of ~$42,143 across 280 seats.	Initial renewal quote of $14.3M/yr; TCV of $71.5M over 5-year term. Per-seat annual cost of ~$51,071 across 280 seats. Represents a 55.4% increase over current annual spend of $9.2M/yr ($5.1M annual increase).	Open	Current ELA (MDS-ELA-2023-00487) TCV is $27.6M over 3 years ($9.2M/yr). Meridian quote received October 15, 2025. Gap of $2.5M/yr ($12.5M over term). OWS FY 2024 revenue $287.4M; FY 2024 EBITDA $51.7M. Total OWS EDA spend across all vendors is $18.6M/yr; Meridian currently represents $9.2M (49.5% of total). Ridgeline Capital Partners acquired OWS in August 2022 at $412M EV; cost discipline is a priority.
2	Commercial	Volume discount	At least 15% off list price for all licensed modules (Marlowe Asset Management™, SignalForge™, VerifyPro™, AnalogEdge™, PhotonX™).	Standard enterprise pricing; no volume discount reflected in initial quote.	Open	OWS is increasing seat count by 90 seats (47.4% increase from 190 to 280). Volume discount is key lever to close pricing gap between $14.3M and $11.8M annual target.
3	Commercial	License Term	5-year term: February 1, 2026 – January 31, 2031.	5-year term: February 1, 2026 – January 31, 2031.	Agreed	Both parties aligned on 5-year term. Original ELA was a 3-year term (February 1, 2023 – January 31, 2026). Longer commitment should support volume discount request.
4	Commercial	Seat Allocation (Named-User and Floating)	280 total seats: 220 named-user seats + 60 floating/concurrent-use seats.	280 total seats: 220 named-user seats + 60 floating/concurrent-use seats.	Agreed	Current ELA provides 190 total seats (150 named-user + 40 floating). Expansion of 90 seats (47.4% increase). OWS has ~185 design engineers out of ~340 total employees.
5	Commercial	Licensed Products — Scope Expansion	Add Meridian AnalogEdge™ (analog/mixed-signal design) and Meridian PhotonX™ (silicon photonics design kit integration) to existing licensed products (Marlowe Asset Management™, SignalForge™, VerifyPro™).	Agrees to include AnalogEdge™ and PhotonX™ in expanded license scope.	Agreed	Pricing for new modules remains open (see Issue #1). Five total product modules in renewed ELA.
6	Commercial	Payment Structure	Annual payments in advance, consistent with current structure; payment due each February 1.	Annual payments in advance.	Agreed	Current ELA requires $9.2M annual payment each February 1. New payment amount subject to resolution of Issue #1.
7	Legal	Audit Rights	Maximum 1 software audit per calendar year; 30 business days' prior written notice; no more than 1 audit during any rolling 12-month period.	Current ELA permits up to 2 audits per year with 15 calendar days' notice. Meridian's initial renewal draft maintains current terms.	Open	OWS considers current audit frequency and notice period overly burdensome. Proposed reduction from 2 to 1 audit per year and increase of notice period from 15 calendar days to 30 business days.
8	Legal	IP Indemnification — Scope and Cap	Uncapped IP indemnification from Meridian for third-party infringement claims arising from OWS's authorized use of licensed tools.	IP indemnification subject to aggregate liability cap of 1× annual fees paid ($14.3M at Meridian's proposed pricing).	Open	Market benchmarking analysis completed by C&H (Monica Reyes). OWS position is that IP indemnity should be carved out from general liability cap and remain uncapped. See also Issue #9 (Limitation of Liability).
9	Legal	Limitation of Liability — General Cap and Carve-Outs	General aggregate liability cap of 2× annual fees paid. Uncapped liability for IP indemnity, data breach, and willful misconduct.	Aggregate liability cap of 1× annual fees paid ($14.3M at Meridian's pricing). No carve-outs for uncapped liability.	Open	Key gap between parties. OWS seeks 2× multiplier (vs. Meridian's 1×) and three specific carve-out categories for uncapped exposure. Related to Issue #8 (IP Indemnification).
10	Technical / Legal	PhotonX™ — Brindoval AEPL Conditionality	Conditional activation clause: OWS may not use PhotonX™ with Brindoval PDKs until PhotonX™ is added to Brindoval's Approved EDA Platform List (AEPL). Fee-abatement mechanism if AEPL qualification is delayed beyond Q1 2026.	No conditionality on PhotonX™ license activation; full fees due from license effective date regardless of third-party qualifications.	Open	Brindoval PDK License Agreement (CFS-PDK-2023-US-0034, dated March 15, 2023), Section 4.7 requires all EDA tools interfacing with Brindoval PDKs to be on the AEPL. Marlowe Asset Management™ and SignalForge™ currently on AEPL (confirmed August 2025). AnalogEdge™ added September 22, 2025. PhotonX™ not yet on AEPL; Brindoval qualification expected Q1 2026. Deployment of PhotonX™ before AEPL approval would breach Section 4.7 of CFS agreement. Contact: Henry Kuo, Director of Customer Design Enablement, Brindoval US subsidiary (3100 De La Cruz Blvd., Suite 200, Santa Clara, CA 95054).
11	Legal	Source Code Escrow	Three-party technology escrow agreement with Iron Vault Escrow Services, Inc. (1700 Lincoln Street, Suite 2100, Denver, CO 80203) as escrow agent. Escrow deposit of source code and build instructions for all five licensed products. Release triggered upon Meridian insolvency, material breach, or discontinuation of product line.	Open to escrow concept in principle; specifics of trigger events and verification procedures under discussion.	Open	Draft escrow agreement prepared by C&H. Iron Vault Escrow Services, Inc. proposed as neutral escrow agent. Meridian may push back on breadth of release triggers, particularly 'material breach' definition.
12	Technical	Cloud Services SLA — Meridian CloudVerify™	99.5% availability uptime guarantee for cloud-hosted verification compute (CloudVerify™), with service credits for downtime below threshold.	Willing to provide SLA; specific uptime percentage and service-credit structure under review.	Open	CloudVerify™ is a cloud-hosted add-on for verification compute. SLA terms to be incorporated in Data Security and Cloud Services Rider.
13	Technical / Legal	SOC 2 Type II Compliance — Cloud Components	Meridian must maintain current SOC 2 Type II compliance certification for all cloud-hosted components; annual recertification required; reports to be shared with OWS upon request.	Meridian's most recent SOC 2 Type II report is dated June 30, 2025. Willing to share report; annual recertification commitment under review.	Open	SOC 2 Type II requirement applies to CloudVerify™ and any other cloud-hosted components. Terms included in draft Data Security and Cloud Services Rider.
14	Technical / Legal	Data Security — Encryption and Data Localization	AES-256 encryption at rest; TLS 1.3 in transit; data localization within the United States; incident notification within 72 hours; annual penetration testing.	General data security commitments; specifics on data localization and penetration testing under discussion.	Open	Requirements set forth in draft Data Security and Cloud Services Rider (exhibit to renewal ELA). Critical for OWS given semiconductor design IP sensitivity.
15	Legal	Governing Law and Dispute Resolution	State of California governing law. OWS open to binding arbitration (JAMS, Santa Clara County, CA) consistent with Original ELA.	State of California governing law. Binding arbitration, JAMS, Santa Clara County, CA.	Agreed	Consistent with Original ELA (MDS-ELA-2023-00487) terms. No change proposed by either party.
16	Legal	Termination and Renewal Mechanics	Clear termination-for-cause and termination-for-convenience provisions with appropriate cure periods; auto-renewal subject to advance written notice of non-renewal.	Standard termination provisions in initial draft; specifics under review.	Open	Original ELA termination provisions to be reviewed and updated for 5-year term. Ensure alignment with source code escrow release triggers.

[sheet: Summary]

Metric / Item	Value
Matter Number	1014-00006
Client	Optiwave Semiconductor Corp.
Counterparty	Meridian Design Systems, Inc.
Original ELA Agreement No.	MDS-ELA-2023-00487
Proposed Renewal ELA Agreement No.	MDS-ELA-2026-01192
Client Outside Counsel	Calderwood & Harkness LLP
Counterparty Outside Counsel	Bexley Weir & Daly LLP
OWS Key Contacts	Douglas Tran (General Counsel); Priya Venkatesh (VP Engineering Operations)
Meridian Key Contacts	Garrett Hollis (Sr. Dir., Strategic Accounts); Samantha Ng (VP, Legal — Commercial)
Ridgeline Capital Partners Contacts	Julian Tarkenton (Managing Partner); Nadia Petrov (Operating Partner)
C&H Engagement Team	Conrad Ashby (Responsible Partner); Victoria Chambers (Billing Partner); Aaron Liu (Lead Associate); Monica Reyes (Working Associate)
BWD Lead Attorney	Rachel Endo (Partner); Kevin Matsuda (Associate)
Current Annual Fees (Original ELA)	$9,200,000
Meridian Renewal Quote — Annual Fees	$14,300,000
Meridian Renewal Quote — TCV (5 yr)	$71,500,000
OWS Target — Annual Fees	$11,800,000
OWS Target — TCV (5 yr)	$59,000,000
Annual Fee Gap (Meridian vs. OWS)	$2,500,000
% Increase Over Current (Meridian Quote)	55.4%
Current Total Seats	190 (150 named + 40 floating)
Proposed Total Seats	280 (220 named + 60 floating)
Seat Increase	90 seats (47.4%)
Current Per-Seat Annual Cost	~$48,421
Meridian Quote Per-Seat Annual Cost	~$51,071

OWS Target Per-Seat Annual Cost	~$42,143
Volume discount Sought	≥15% off list price
OWS FY 2024 Revenue	$287,400,000
OWS FY 2024 EBITDA	$51,700,000
OWS Total EDA Spend (All Vendors, Annual)	$18,600,000
Total Issues Tracked	16
Issues — Agreed	4
Issues — Open	12
Issues — Compromised	0
Original ELA Effective Date	February 1, 2023
Original ELA Expiration	January 31, 2026
Meridian Initial Quote Received	October 15, 2025
C&H Engagement Opened	October 28, 2025
First Redline Delivered to BWD	November 15, 2025
Target: Commercial Terms Agreed	December 15, 2025
Target: Execution of Renewal ELA	January 15, 2026
Proposed Renewal Effective Date	February 1, 2026
Proposed Renewal Expiration	January 31, 2031
PhotonX™ Brindoval AEPL Qualification (est.)	Q1 2026
Last Updated	November 2025

[sheet: Open Issues Tracker]
Issue # | Category | Description | OWS Position | Meridian Position | Status | Notes
1 | Commercial | Annual License Fees / Total Contract Value | Target annual fees of $11.8M/yr; TCV of $59.0M over 5-year term. Represents per-seat annual cost of ~$42,143 across 280 seats. | Initial renewal quote of $14.3M/yr; TCV of $71.5M over 5-year term. Per-seat annual cost of ~$51,071 across 280 seats. Represents a 55.4% increase over current annual spend of $9.2M/yr ($5.1M annual increase). | Open | Current ELA (MDS-ELA-2023-00487) TCV is $27.6M over 3 years ($9.2M/yr). Meridian quote received October 15, 2025. Gap of $2.5M/yr ($12.5M over term). OWS FY 2024 revenue $287.4M; FY 2024 EBITDA $51.7M. Total OWS EDA spend across all vendors is $18.6M/yr; Meridian currently represents $9.2M (49.5% of total). Ridgeline Capital Partners acquired OWS in August 2022 at $412M EV; cost discipline is a priority.
2 | Commercial | Volume discount | At least 15% off list price for all licensed modules (Marlowe Asset Management™, SignalForge™, VerifyPro™, AnalogEdge™, PhotonX™). | Standard enterprise pricing; no volume discount reflected in initial quote. | Open | OWS is increasing seat count by 90 seats (47.4% increase from 190 to 280). Volume discount is key lever to close pricing gap between $14.3M and $11.8M annual target.
3 | Commercial | License Term | 5-year term: February 1, 2026 – January 31, 2031. | 5-year term: February 1, 2026 – January 31, 2031. | Agreed | Both parties aligned on 5-year term. Original ELA was a 3-year term (February 1, 2023 – January 31, 2026). Longer commitment should support volume discount request.
4 | Commercial | Seat Allocation (Named-User and Floating) | 280 total seats: 220 named-user seats + 60 floating/concurrent-use seats. | 280 total seats: 220 named-user seats + 60 floating/concurrent-use seats. | Agreed | Current ELA provides 190 total seats (150 named-user + 40 floating). Expansion of 90 seats (47.4% increase). OWS has ~185 design engineers out of ~340 total employees.
5 | Commercial | Licensed Products — Scope Expansion | Add Meridian AnalogEdge™ (analog/mixed-signal design) and Meridian PhotonX™ (silicon photonics design kit integration) to existing licensed products (Marlowe Asset Management™, SignalForge™, VerifyPro™). | Agrees to include AnalogEdge™ and PhotonX™ in expanded license scope. | Agreed | Pricing for new modules remains open (see Issue #1). Five total product modules in renewed ELA.
6 | Commercial | Payment Structure | Annual payments in advance, consistent with current structure; payment due each February 1. | Annual payments in advance. | Agreed | Current ELA requires $9.2M annual payment each February 1. New payment amount subject to resolution of Issue #1.
7 | Legal | Audit Rights | Maximum 1 software audit per calendar year; 30 business days' prior written notice; no more than 1 audit during any rolling 12-month period. | Current ELA permits up to 2 audits per year with 15 calendar days' notice. Meridian's initial renewal draft maintains current terms. | Open | OWS considers current audit frequency and notice period overly burdensome. Proposed reduction from 2 to 1 audit per year and increase of notice period from 15 calendar days to 30 business days.
8 | Legal | IP Indemnification — Scope and Cap | Uncapped IP indemnification from Meridian for third-party infringement claims arising from OWS's authorized use of licensed tools. | IP indemnification subject to aggregate liability cap of 1× annual fees paid ($14.3M at Meridian's proposed pricing). | Open | Market benchmarking analysis completed by C&H (Monica Reyes). OWS position is that IP indemnity should be carved out from general liability cap and remain uncapped. See also Issue #9 (Limitation of Liability).
9 | Legal | Limitation of Liability — General Cap and Carve-Outs | General aggregate liability cap of 2× annual fees paid. Uncapped liability for IP indemnity, data breach, and willful misconduct. | Aggregate liability cap of 1× annual fees paid ($14.3M at Meridian's pricing). No carve-outs for uncapped liability. | Open | Key gap between parties. OWS seeks 2× multiplier (vs. Meridian's 1×) and three specific carve-out categories for uncapped exposure. Related to Issue #8 (IP Indemnification).
10 | Technical / Legal | PhotonX™ — Brindoval AEPL Conditionality | Conditional activation clause: OWS may not use PhotonX™ with Brindoval PDKs until PhotonX™ is added to Brindoval's Approved EDA Platform List (AEPL). Fee-abatement mechanism if AEPL qualification is delayed beyond Q1 2026. | No conditionality on PhotonX™ license activation; full fees due from license effective date regardless of third-party qualifications. | Open | Brindoval PDK License Agreement (CFS-PDK-2023-US-0034, dated March 15, 2023), Section 4.7 requires all EDA tools interfacing with Brindoval PDKs to be on the AEPL. Marlowe Asset Management™ and SignalForge™ currently on AEPL (confirmed August 2025). AnalogEdge™ added September 22, 2025. PhotonX™ not yet on AEPL; Brindoval qualification expected Q1 2026. Deployment of PhotonX™ before AEPL approval would breach Section 4.7 of CFS agreement. Contact: Henry Kuo, Director of Customer Design Enablement, Brindoval US subsidiary (3100 De La Cruz Blvd., Suite 200, Santa Clara, CA 95054).
11 | Legal | Source Code Escrow | Three-party technology escrow agreement with Iron Vault Escrow Services, Inc. (1700 Lincoln Street, Suite 2100, Denver, CO 80203) as escrow agent. Escrow deposit of source code and build instructions for all five licensed products. Release triggered upon Meridian insolvency, material breach, or discontinuation of product line. | Open to escrow concept in principle; specifics of trigger events and verification procedures under discussion. | Open | Draft escrow agreement prepared by C&H. Iron Vault Escrow Services, Inc. proposed as neutral escrow agent. Meridian may push back on breadth of release triggers, particularly 'material breach' definition.
12 | Technical | Cloud Services SLA — Meridian CloudVerify™ | 99.5% availability uptime guarantee for cloud-hosted verification compute (CloudVerify™), with service credits for downtime below threshold. | Willing to provide SLA; specific uptime percentage and service-credit structure under review. | Open | CloudVerify™ is a cloud-hosted add-on for verification compute. SLA terms to be incorporated in Data Security and Cloud Services Rider.
13 | Technical / Legal | SOC 2 Type II Compliance — Cloud Components | Meridian must maintain current SOC 2 Type II compliance certification for all cloud-hosted components; annual recertification required; reports to be shared with OWS upon request. | Meridian's most recent SOC 2 Type II report is dated June 30, 2025. Willing to share report; annual recertification commitment under review. | Open | SOC 2 Type II requirement applies to CloudVerify™ and any other cloud-hosted components. Terms included in draft Data Security and Cloud Services Rider.
14 | Technical / Legal | Data Security — Encryption and Data Localization | AES-256 encryption at rest; TLS 1.3 in transit; data localization within the United States; incident notification within 72 hours; annual penetration testing. | General data security commitments; specifics on data localization and penetration testing under discussion. | Open | Requirements set forth in draft Data Security and Cloud Services Rider (exhibit to renewal ELA). Critical for OWS given semiconductor design IP sensitivity.
15 | Legal | Governing Law and Dispute Resolution | State of California governing law. OWS open to binding arbitration (JAMS, Santa Clara County, CA) consistent with Original ELA. | State of California governing law. Binding arbitration, JAMS, Santa Clara County, CA. | Agreed | Consistent with Original ELA (MDS-ELA-2023-00487) terms. No change proposed by either party.
16 | Legal | Termination and Renewal Mechanics | Clear termination-for-cause and termination-for-convenience provisions with appropriate cure periods; auto-renewal subject to advance written notice of non-renewal. | Standard termination provisions in initial draft; specifics under review. | Open | Original ELA termination provisions to be reviewed and updated for 5-year term. Ensure alignment with source code escrow release triggers.
[sheet: Summary]
Metric / Item | Value
Matter Number | 1014-00006
Client | Optiwave Semiconductor Corp.
Counterparty | Meridian Design Systems, Inc.
Original ELA Agreement No. | MDS-ELA-2023-00487
Proposed Renewal ELA Agreement No. | MDS-ELA-2026-01192
Client Outside Counsel | Calderwood & Harkness LLP
Counterparty Outside Counsel | Bexley Weir & Daly LLP
OWS Key Contacts | Douglas Tran (General Counsel); Priya Venkatesh (VP Engineering Operations)
Meridian Key Contacts | Garrett Hollis (Sr. Dir., Strategic Accounts); Samantha Ng (VP, Legal — Commercial)
Ridgeline Capital Partners Contacts | Julian Tarkenton (Managing Partner); Nadia Petrov (Operating Partner)
C&H Engagement Team | Conrad Ashby (Responsible Partner); Victoria Chambers (Billing Partner); Aaron Liu (Lead Associate); Monica Reyes (Working Associate)
BWD Lead Attorney | Rachel Endo (Partner); Kevin Matsuda (Associate)
Current Annual Fees (Original ELA) | $9,200,000
Meridian Renewal Quote — Annual Fees | $14,300,000
Meridian Renewal Quote — TCV (5 yr) | $71,500,000
OWS Target — Annual Fees | $11,800,000
OWS Target — TCV (5 yr) | $59,000,000
Annual Fee Gap (Meridian vs. OWS) | $2,500,000
% Increase Over Current (Meridian Quote) | 55.4%
Current Total Seats | 190 (150 named + 40 floating)
Proposed Total Seats | 280 (220 named + 60 floating)
Seat Increase | 90 seats (47.4%)
Current Per-Seat Annual Cost | ~$48,421
Meridian Quote Per-Seat Annual Cost | ~$51,071
OWS Target Per-Seat Annual Cost | ~$42,143
Volume discount Sought | ≥15% off list price
OWS FY 2024 Revenue | $287,400,000
OWS FY 2024 EBITDA | $51,700,000
OWS Total EDA Spend (All Vendors, Annual) | $18,600,000
Total Issues Tracked | 16
Issues — Agreed | 4
Issues — Open | 12
Issues — Compromised | 0
Original ELA Effective Date | February 1, 2023
Original ELA Expiration | January 31, 2026
Meridian Initial Quote Received | October 15, 2025
C&H Engagement Opened | October 28, 2025
First Redline Delivered to BWD | November 15, 2025
Target: Commercial Terms Agreed | December 15, 2025
Target: Execution of Renewal ELA | January 15, 2026
Proposed Renewal Effective Date | February 1, 2026
Proposed Renewal Expiration | January 31, 2031
PhotonX™ Brindoval AEPL Qualification (est.) | Q1 2026
Last Updated | November 2025

[sheet: Open Issues Tracker]

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