Contract analysis

1. General Terms The terms of the particular Transaction to which this Confirmation relates are as follows: Trade Date: May 23, 2023 Effective Date: May 30, 2023 (the "Premium Payment Date") Transaction Type: Share Option Transaction (Call Spread) Buyer: Counterparty (Optiwave Semiconductor Corp.) Seller: Dealer (Ridgepoint Capital Markets LLC) Shares: The common stock, par value $0.001 per share, of Optiwave Semicon

2. Procedures for Exercise 2.1 Expiration Date June 1, 2028 (the scheduled maturity date of the Convertible Notes), subject to earlier exercise or termination as provided herein. If such date is not a Scheduled Trading Day, the Expiration Date shall be the first following Scheduled Trading Day, unless the Calculation Agent determines otherwise in a commercially reasonable manner. 2.2 Expiration Time The Valuation Tim

Section 6.3(a) of the Equity Definitions shall apply, as modified herein. If any Scheduled Trading Day during the relevant Settlement Averaging Period is a Disrupted Day, then such Disrupted Day shall not be a Scheduled Trading Day for purposes of determining the Settlement Averaging Period, and the Settlement Averaging Period shall be extended by one Scheduled Trading Day for each Disrupted Day; provided, however, t

3. Settlement Terms 3.1 Settlement Method Net Share Settlement shall apply unless Counterparty elects Cash Settlement or Combination Settlement in respect of the corresponding conversion of Convertible Notes under the Indenture. The settlement method applicable to the exercise of any Options shall be the same settlement method elected by Counterparty under the Indenture for the Conversion corresponding to such exerci

4. Adjustments 4.1 Method of Adjustment Calculation Agent Adjustment shall apply; provided that any adjustment to the Conversion Rate, Conversion Price, or other terms of the Convertible Notes under the Indenture (including, without limitation, adjustments arising from stock splits, reverse stock splits, stock dividends, reclassifications, spin-offs, tender offers, issuer tender offers, rights offerings, and other di

5. Extraordinary Events 5.1 Merger Events Applicable. The consequences of any Merger Event (as defined in the Equity Definitions) shall follow the treatment under the Indenture for the corresponding conversion of Convertible Notes following such Merger Event, as modified by this Section 5.1. (a) Share-for-Share: Modified Calculation Agent Adjustment (b) Share-for-Other: Modified Calculation Agent Adjustment (c) Share

6. Additional Disruption Events 6.1 Change in Law Applicable. If, at any time following the Trade Date, due to the adoption of or any change in any applicable law, regulation, or rule (including, without limitation, any tax law), or due to the promulgation of or any change in the interpretation by any court, tribunal, or regulatory authority with competent jurisdiction of any applicable law, regulation, or rule (incl

7. Calculation Agent Ridgepoint Capital Markets LLC (Dealer) shall act as the Calculation Agent for purposes of this Transaction. All determinations and calculations made by the Calculation Agent under this Confirmation shall be made in good faith and in a commercially reasonable manner, taking into account all relevant market conditions, the terms of the Convertible Notes and the Indenture, and the hedging activitie

8. Non-Reliance / Agreements and Acknowledgments 8.1 Non-Reliance. Counterparty hereby acknowledges and agrees that: (a) It is acting for its own account, and it has made its own independent decisions to enter into the Transaction and as to whether the Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary; (b) It is not relying on any com

9. Account Details 9.1 Account Details for Dealer Ridgepoint Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, NY 10179 Wire Transfer Instructions (for Premium Payment and Cash Settlement): Bank Name: Greaves Bancorp ABA Routing No.: 021000021 Account Name: Ridgepoint Capital Markets LLC — OTC Derivatives Account No.: 8340-2917-6054 Reference: Optiwave Capped Call / OWS Contact: Cameron Walsh, Head of Equi

10. Offices Dealer: Ridgepoint Capital Markets LLC, 383 Madison Avenue, 22nd Floor, New York, NY 10179 Counterparty: Optiwave Semiconductor Corp., 4800 Great America Parkway, Suite 1200, San Jose, CA 95054 Each party acts through the office specified above for the purposes of the Agreement and this Transaction.

11. Notices 11.1 To Dealer Ridgepoint Capital Markets LLC 383 Madison Avenue, 22nd Floor New York, NY 10179 Attention: Cameron Walsh, Head of Equity-Linked Origination Telephone: (212) 551-8400 Email: cameron.walsh@ridgepointcm.com With a copy to: Natasha Okonkwo, Managing Director, ECM Execution Telephone: (212) 551-8475 Email: natasha.okonkwo@ridgepointcm.com Legal Notices: Ridgepoint Capital Markets LLC — Legal De

12. Representations and Warranties of Counterparty Counterparty represents and warrants to Dealer, as of the Trade Date and the Premium Payment Date (and, unless otherwise specified, as of each Exercise Date), as follows: 12.1 Status. Counterparty is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State file number 5738291). Counte

13. Representations and Warranties of Dealer Dealer represents and warrants to Counterparty, as of the Trade Date and the Premium Payment Date, as follows: 13.1 Status. Dealer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. Dealer is registered as a broker-dealer with the SEC pursuant to Section 15 of the Exchange Act and is a member of th

14. Covenants of Counterparty Counterparty covenants and agrees with Dealer that, from and after the date hereof and until the earlier of (x) the termination of this Transaction in its entirety and (y) the date on which all obligations of the parties hereunder have been performed in full: 14.1 Reporting Obligations Counterparty shall continue to file all reports and other documents required to be filed or furnished b

15. Mutual Covenants 15.1 Confidentiality. Each party shall maintain the confidentiality of the terms and conditions of this Transaction and shall not disclose such terms or conditions to any person other than such party's officers, directors, employees, advisors, counsel, accountants, and other agents who have a need to know such information and who have been informed of the confidential nature thereof, except (a) a

16. Relationship to Convertible Notes and Other Capped Call Transaction This Transaction is entered into in connection with the issuance by Counterparty of $287,500,000 aggregate principal amount of 2.75% Convertible Senior Notes due 2028 (CUSIP: 683742AA5; ISIN: US683742AA53) (the "Convertible Notes"), pursuant to the Indenture dated as of May 30, 2023, between Counterparty and Broadmere Trust Company, N.A., as Trus

17. Early Termination and Cancellation 17.1 Early Unwind Upon Repurchase of Convertible Notes If Counterparty repurchases any Convertible Notes (whether in open market transactions, through privately negotiated transactions, pursuant to tender offers, upon a Fundamental Change repurchase, or otherwise), the Applicable Percentage of the principal amount of Convertible Notes so repurchased (divided by $1,000) shall det

18. Other Provisions 18.1 Governing Law This Confirmation and all matters arising out of or relating to this Confirmation (including, without limitation, its interpretation, construction, performance, and enforcement) shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflict of laws principles thereof that would require the application of the law of any ot