Contract analysis

I. Purpose and Executive Summary The purpose of this memorandum is to provide a comprehensive summary of the proposed transaction structure, key economic terms, parties, use of proceeds, and anticipated timeline for the offering by Optiwave Semiconductor Corp. ("OWS" or the "Company") of $250,000,000 aggregate principal amount of 2.75% Convertible Senior Notes due 2028 (the "Notes"), together with a concurrent privat

II. Issuer Profile The following summarizes the key identifying and financial information regarding the Company: Full Legal Name: Optiwave Semiconductor Corp. Entity Type: Delaware corporation (Delaware Secretary of State file number 5738291) Employer Identification Number (EIN): 82-4917263 Headquarters: 4800 Great America Parkway, Suite 1200, San Jose, California 95054 Nasdaq Ticker Symbol: OWS SEC Central Index Key

III. Transaction Parties A. Initial Purchasers The Notes will be offered and sold to the following initial purchasers, who will in turn resell the Notes to QIBs in reliance on Rule 144A:

1. Lead Initial Purchaser / Sole Bookrunning Manager: Ridgepoint Capital Markets LLC Ridgepoint Capital Markets LLC ("Ridgepoint") is a Delaware limited liability company and an SEC-registered broker-dealer. Ridgepoint will serve as the lead initial purchaser and sole bookrunning manager for the offering. Ridgepoint's principal office is located at 383 Madison Avenue, 22nd Floor, New York, New York 10179. The key con

2. Co-Manager: Harborstone Securities Inc. Harborstone Securities Inc. ("Harborstone") is a Delaware corporation and an SEC-registered broker-dealer. Harborstone will serve as a co-manager for the offering. Harborstone's principal office is located at 200 Vesey Street, Suite 3100, New York, New York 10281. The key contact at Harborstone for this transaction is Jonathan Mercer (Managing Director, Equity-Linked Product

3. Co-Manager: Velthorn Zanthor & Co. Velthorn Zanthor & Co. ("Velthorn Zanthor") is a New York general partnership and an SEC-registered broker-dealer. Velthorn Zanthor will serve as a co-manager for the offering. Velthorn Zanthor's principal office is located at 750 Seventh Avenue, 18th Floor, New York, New York 10019. The key contact at Velthorn Zanthor for this transaction is Samira El-Amin (Director, Convertible

1. Ridgepoint Capital Markets LLC Ridgepoint will act in its principal capacity (not as agent) in connection with the capped call transactions. Ridgepoint has been allocated 60% of the aggregate capped call notional amount. Contact information is as set forth above in Section III.A.1.

2. Northvane Financial Products LP Northvane Financial Products LP ("Northvane") is a Delaware limited partnership and a CFTC-registered swap dealer. Northvane's principal office is located at 1 Liberty Plaza, 40th Floor, New York, New York 10006. The key contact at Northvane for this transaction is Philip Granier (Head of Equity Derivatives). Northvane has been allocated 40% of the aggregate capped call notional amo

1. Broadmere Trust Company, N.A. Broadmere Trust Company, N.A. ("Broadmere Trust") is a national banking association that will serve as the Trustee, Registrar, Paying Agent, and Conversion Agent under the Indenture governing the Notes. Broadmere Trust's Corporate Trust Office is located at 100 Wall Street, 6th Floor, New York, New York 10005. Broadmere Trust is a DTC Participant (Participant No. 2174). The key contac

2. Clearwater Transfer Services Inc. Clearwater Transfer Services Inc. ("Clearwater Transfer") serves as the transfer agent and registrar for OWS common stock. Clearwater Transfer's principal office is located at 6201 15th Avenue, Brooklyn, New York 11219. Clearwater Transfer will be relevant in connection with any physical delivery of shares of OWS common stock upon conversion of the Notes, though it is anticipated

2. Initial Purchasers' Counsel: Prescott Whitfield LLP Prescott Whitfield LLP serves as counsel to the initial purchasers in connection with this transaction. Prescott Whitfield is based at 51 West 52nd Street, New York, New York 10019. • Lead Partner: Diana Castellano • Lead Associate: Ryan Fujimoto E. Independent Auditor Aldgate & Finch LLP Aldgate & Finch LLP is a PCAOB-registered public accounting firm that serve

IV. Description of the Notes — Key Economic Terms A. Principal Terms The following summarizes the principal economic terms of the Notes as currently contemplated, based on preliminary discussions with Ridgepoint and OWS management during the March 10, 2023 organizational call and subsequent communications: Instrument: 2.75% Convertible Senior Notes due 2028 Aggregate Principal Amount: $250,000,000 (base offering) Ove

V. Capped Call Transactions — Structure and Economics A. Purpose. Concurrently with the pricing of the Notes, and subject to the concurrent execution of the Purchase Agreement, OWS intends to enter into privately negotiated capped call transactions with Ridgepoint (acting in its principal capacity) and Northvane. The capped call transactions are designed to offset the potential dilution to OWS common stock (or offset

VI. Offering Structure and Regulatory Considerations A. Securities Act Exemption The offering of the Notes will be conducted in reliance on the exemption from the registration requirements of the Securities Act provided by Section 4(a)(2) thereof and Rule 144A thereunder. The Notes will be offered and sold only to persons that the initial purchasers reasonably believe are QIBs (as defined in Rule 144A(a)(1)). No regi

VII. Initial Purchaser Economics / Fee Structure A. Initial Purchasers' discount The initial purchasers will purchase the Notes from OWS at a discount of 2.00% of the aggregate principal amount of the Notes. The discount serves as compensation to the initial purchasers for their underwriting risk, marketing efforts, and distribution activities. Based on the base offering amount and the full greenshoe amount, the init

VIII. Use of Proceeds The following table summarizes the anticipated sources and uses of funds in connection with the offering, assuming full exercise of the over-allotment option: The estimated offering expenses of approximately $1,200,000 include, among other items, the C&H fee, Broadmere Trust trustee fees, printing and EDGAR filing costs, DTC fees, Nasdaq supplemental listing application fees, and miscellaneous o

1. Funding the Cost of the Capped Call Transactions. Approximately $28,750,000 of the gross proceeds will be used to fund the cost of the capped call transactions with Ridgepoint and Northvane, as described in Section V above. This amount is reflected as a separate use of proceeds in the table above.

2. Repayment of Outstanding Revolving Credit Facility Balance. Approximately $75,000,000 of the net proceeds will be used to repay the entire outstanding balance under the Company's $300,000,000 senior secured revolving credit facility with Crestline National Bank, N.A. Following such repayment, the full $300,000,000 of borrowing capacity under the Revolving Credit Facility will be available for future borrowings (su

3. General Corporate Purposes. The remainder of the net proceeds (approximately $176,800,000) will be used for general corporate purposes, which may include working capital, funding potential strategic acquisitions and investments, and capital expenditures related to the Company's ongoing product development and commercialization activities. The Company has not committed to any specific acquisition or capital expendi

IX. Key Accounting and Tax Considerations (Summary) The following is a high-level summary of the principal accounting and tax considerations applicable to the Notes and the capped call transactions. Detailed memoranda addressing these topics in depth are in preparation and will be circulated to the deal team on the dates indicated below. A. Accounting (ASC 470-20 / ASU 2020-06) Under Accounting Standards Codification

X. C&H Fee Arrangement C&H's fee arrangement for this engagement is as follows: • Fee Cap: $1,850,000 (inclusive of all attorney time and professional fees) • Estimated Disbursements: Approximately $45,000 (inclusive of filing fees, printing charges, courier and delivery costs, travel expenses, and other out-of-pocket costs) • Billing Partner: Theodore Langston • Responsible Partner: Jennifer Kwon The fee cap was agr

XI. Anticipated Transaction Timeline The following table sets forth the anticipated timeline for the principal milestones of the offering, based on discussions with OWS management and Ridgepoint as of the date of this memorandum. All dates are targets and remain subject to change based on market conditions, the progress of document preparation and negotiation, the availability of required consents, and other factors.

XII. Key Work Streams and Document List The following is a comprehensive list of the principal documents and work streams for this transaction, organized by category. This list will be refined and expanded as the transaction progresses and will form the basis for the closing checklist. A. Transaction Agreements

1. Indenture, between OWS and Broadmere Trust Company, N.A. (as Trustee)

2. Form of Global Note (to be attached as Exhibit A to the Indenture)

3. Purchase Agreement, among OWS, Ridgepoint Capital Markets LLC, Harborstone Securities Inc., and Velthorn Zanthor & Co.

4. ISDA 2002 Master Agreement (including Schedule), between OWS and Ridgepoint Capital Markets LLC

5. ISDA 2002 Master Agreement (including Schedule), between OWS and Northvane Financial Products LP

6. Capped Call Confirmation, between OWS and Ridgepoint Capital Markets LLC

7. Capped Call Confirmation, between OWS and Northvane Financial Products LP B. Offering Documents

1. Preliminary Offering Memorandum (for distribution to potential QIB investors)

2. Final Offering Memorandum (reflecting final pricing terms) C. Corporate Authorizations

1. Board Resolutions authorizing the offering, the Indenture, the Purchase Agreement, the issuance of the Notes, the issuance of shares of common stock upon conversion, the capped call transactions, and related matters

2. Pricing Committee Resolutions approving the final pricing terms and authorizing the execution of the Purchase Agreement and the capped call documentation

3. Secretary's Certificate (attaching certified copies of the certificate of incorporation, bylaws, board resolutions, pricing committee resolutions, and officer incumbency certificates) D. Legal Opinions and Certificates

1. Issuer's Counsel (C&H) Opinion to Initial Purchasers — covering corporate matters (due organization, good standing, corporate power and authority), enforceability of the Notes, the Indenture, and the Purchase Agreement, compliance with the Rule 144A exemption, and status of OWS as not an "investment company" under the Investment Company Act of 1940

2. Negative Assurance (10b-5) Letter to Initial Purchasers — customary negative assurance regarding material misstatements and omissions in the Offering Memorandum

3. Issuer's Counsel (C&H) Opinion to Trustee — covering enforceability and related matters required by Broadmere Trust as a condition to its acceptance of the trusteeship

4. Tax Opinion / Tax Memorandum — to be prepared by Leonard Cross, addressing the U.S. federal income tax treatment of the Notes and the capped call transactions

5. Officers' Certificates — certificates required under Section 6(d) of the Purchase Agreement (representations and warranties bring-down, no material adverse change) and under the Indenture (as required by Section 314(a)(4) of the Trust Indenture Act, to the extent applicable, or as contractually required) E. Ancillary / Closing Documents

1. Limited Consent and Waiver under the Revolving Credit Facility (from Crestline National Bank, N.A. as administrative agent and the requisite lenders)

2. DTC Eligibility Letter / Letter of Representations (to be issued by DTC confirming eligibility of the Notes for book-entry transfer through DTC)

3. Instruction Letter to Trustee — directing Broadmere Trust to authenticate and deliver the Global Notes to DTC

4. Comfort Letter from Aldgate & Finch LLP (customary "cold comfort" letter to the initial purchasers, covering financial information included in the Offering Memorandum)

5. Nasdaq Supplemental Listing Application (for shares of OWS common stock issuable upon conversion of the Notes)

6. Closing Checklist (comprehensive list of all closing deliverables, to be maintained by C&H)

7. Funds Flow Memorandum (detailing the flow of funds at closing, including wire transfer instructions for the payment of the purchase price, the capped call premiums, and the repayment of the revolving credit facility balance)

XIII. Open Issues and Next Steps The following is a summary of the principal open issues and next steps for the deal team as of the date of this memorandum:

1. Conversion Premium. Finalize the target conversion premium range with Ridgepoint. The current assumption of 28.8% is based on preliminary discussions and remains subject to market conditions and further negotiation. Ridgepoint has indicated that the final conversion premium will be determined at pricing based on investor feedback during the marketing process.

2. Cap Price Premium. Confirm the cap price premium for the capped call transactions with Ridgepoint and Northvane. The current target of 50.0% over the reference price is preliminary and may be adjusted based on final pricing of the capped calls by the counterparties.

3. Indenture Drafting. Commence drafting the Indenture. The target date for circulation of C&H's first draft of the Indenture to Prescott Whitfield and Ridgepoint is April 21, 2023. The Indenture will be based on C&H's standard form for convertible senior note issuances, adapted to reflect the specific terms of this transaction.

4. Rule 144A Analysis. Audrey Zhou to prepare a memorandum analyzing the availability of the Rule 144A exemption, the conditions to its use, and the required transfer restrictions and legends. Target circulation date: early April 2023.

5. Accounting and Tax Memoranda. Leonard Cross to prepare: (a) an accounting/tax interaction memorandum addressing the accounting treatment of the Notes and the capped call transactions under ASC 470-20 / ASU 2020-06 and ASC 815-40 (target circulation date: April 10, 2023); and (b) a capped call regulatory and tax memorandum addressing the U.S. federal income tax treatment of the Notes and the capped calls, including

6. Trustee Engagement. Engage with Broadmere Trust Company, N.A. (Karen Llewellyn) regarding trustee acceptance, the form of the trustee fee letter, and logistical matters relating to authentication and delivery of the Global Notes through DTC.

7. Comfort Letter Coordination. Coordinate with Aldgate & Finch LLP (Robert Nishimura) regarding the scope, procedures, and timing for delivery of the customary comfort letter to the initial purchasers.

8. Revolving Credit Facility Consent. Begin discussions with Crestline National Bank, N.A. (as administrative agent under the Revolving Credit Facility) regarding the form and terms of the Limited Consent and Waiver. Target execution date: May 22, 2023.

9. Board Meeting. Schedule a meeting of the OWS Board of Directors for the adoption of resolutions authorizing the offering and the related transaction documents and agreements. Target date: week of May 15, 2023 (with a specific target of May 19, 2023). David Shih (General Counsel) to coordinate board availability and logistics. We will continue to update this memorandum as the transaction progresses and additional i