Contract analysis

1. Purpose and Summary of Request This memorandum documents the results of the conflicts check performed by the Conflicts Review Committee (the "Committee") of the Office of the General Counsel of Calderwood & Harkness LLP ("C&H" or the "Firm") in connection with the proposed engagement of C&H as issuer's counsel to Optiwave Semiconductor Corp. ("Optiwave Semi" or "OWS") in a proposed $250,000,000 Rule 144A offering

2. Client Identification 2.1 Prospective Client The following information regarding the prospective client was provided by the requesting partner and supplemented by the Committee's independent review of publicly available filings with the Securities and Exchange Commission (the "SEC"), the Delaware Division of Corporations, and Nasdaq, Inc.: Full Legal Name: Optiwave Semiconductor Corp. Short Names / Aliases Searche

3. Transaction Description Based on the information provided by the requesting partner and the Firm's review of the preliminary term sheet furnished by Ridgepoint Capital Markets LLC (the lead initial purchaser), the Transaction is described as follows: Offering of Convertible Senior Notes. OWS proposes to offer $250,000,000 aggregate principal amount of convertible senior notes due 2028 (the "Notes"), with an option

4. Identification of Adverse and Related Parties The following sections identify each entity and individual that was searched against the C&H Conflicts System in connection with this conflicts check. The search methodology encompassed all known affiliates, subsidiaries, parent entities, predecessor entities, and current and former directors and officers of each identified party, to the extent such information was ava

5. Director and Officer Cross-Check In accordance with the Firm's Conflicts Policy, the Committee conducted a cross-check of the names of all identified OWS directors and officers against the Firm's personnel database (encompassing all current partners, counsel, associates, and professional staff across all C&H offices), the Firm's client relationship management system, and publicly available sources (including SEC f

6. Summary of Conflicts Analysis The following table summarizes the results of the conflicts analysis for all parties searched in connection with the proposed engagement:

7. Recommended Actions and Conditions Based on the foregoing analysis, the Committee recommends the following action items and conditions as prerequisites or conditions to the engagement: 7.1 Velthorn Zanthor & Co. — Informed Consent/Waiver The identification of Velthorn Zanthor & Co. as a current client of C&H (in the unrelated commercial arbitration matter, Matter No. 1014-00001) requires the following steps prior

8. Conclusion and Clearance Based on the foregoing analysis, and subject to the conditions set forth in Section 7 above, the Conflicts Review Committee of the Office of the General Counsel of Calderwood & Harkness LLP hereby clears the Firm to proceed with the engagement of Optiwave Semiconductor Corp. as a new client in connection with the proposed $250,000,000 convertible notes offering and capped call overlay (pro

9. Approval Reviewed by: ________________________________________ Victoria R. Cheng Conflicts Counsel Office of the General Counsel Calderwood & Harkness LLP Date: March 3, 2023 Approved by: ________________________________________ Daniel S. Moorehead Deputy General Counsel Calderwood & Harkness LLP Date: March 3, 2023 Distribution: Jennifer Kwon, Responsible Partner, Capital Markets Group Theodore Langston, Billing