Contract analysis

Section 1. Promise to Pay. Optiwave Semiconductor Corp., a corporation duly organized and existing under the laws of the State of Delaware (the "Company"), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal amount of $[●] (or such greater or lesser amount as indicated on the Schedule of Increases and Decreases in Global Note attached hereto) on June 1, 2028 (the "Maturity D

Section 2. Reference to Indenture; Terms Incorporated. This Note is one of a duly authorized issue of Notes of the Company designated as its "2.75% Convertible Senior Notes due 2028" (the "Notes"), limited in aggregate principal amount to $250,000,000 (subject to increase pursuant to the exercise of the over-allotment option granted to the initial purchasers as described herein), issued under and pursuant to an Inden

Section 3. Senior Unsecured Obligations. The Notes are senior unsecured obligations of the Company. The Notes rank senior in right of payment to all of the Company's existing and future indebtedness that is expressly subordinated in right of payment to the Notes. The Notes rank equal in right of payment with all of the Company's existing and future senior indebtedness that is not so subordinated, including, without l

Section 4. Conversion. (a) Conversion Right. The Holder of this Note is entitled to convert, subject to and in accordance with the provisions of Article 14 of the Indenture, this Note (or any portion of the principal amount hereof that is an integral multiple of $1,000) into shares of common stock, par value $0.001 per share, of the Company ("Common Stock"), cash, or a combination of cash and shares of Common Stock,

Section 5. Optional Redemption by the Company. The Notes are not redeemable at the option of the Company prior to June 6, 2026. On or after June 6, 2026, the Company may redeem for cash all or any portion of the Notes (in minimum denominations of $1,000 principal amount), at its option, if the last reported sale price of the Common Stock has been at least 130% of the conversion price then in effect for at least 20 Tr

Section 6. Fundamental Change. (a) Fundamental Change Repurchase Right. Upon the occurrence of a Fundamental Change (as defined in Section 1.01 of the Indenture), each Holder shall have the right, at such Holder's option, to require the Company to repurchase all of such Holder's Notes, or any portion thereof that is an integral multiple of $1,000 principal amount, on the date (the "Fundamental Change Repurchase Date"

Section 7. Denominations; Form; Transfer. The Notes are issuable only in registered form without coupons in minimum denominations of $1,000 principal amount and integral multiples of $1,000 in excess thereof. This Global Note represents Notes deposited with, and registered in the name of, Cede & Co. as nominee of The Depository Trust Company ("DTC"), 55 Water Street, New York, New York 10041. The DTC Participant Numb

Section 8. Events of Default and Remedies. Reference is hereby made to Article 6 of the Indenture for a complete description of the Events of Default with respect to the Notes and the rights and remedies of the Holders and the Trustee upon the occurrence and during the continuance thereof. If an Event of Default shall occur and be continuing, the principal of all of the Notes may be declared due and payable in the ma

Section 9. Amendment, Supplement, and Waiver. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Notes under the Indenture at any time by the Company and the Trustee with the consent of the Holders of not less than a majority in aggregate principal amount of the Notes at the ti

Section 10. Defaults and Remedies — No Recourse Against Others. No director, officer, employee, incorporator, member, partner, or stockholder of the Company, past, present, or future, as such, shall have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of this Note, by accepting

Section 11. Authentication. This Note shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been manually or electronically signed by or on behalf of the Trustee under the Indenture. TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes referred to in the within-mentioned Indenture. BROADMERE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee By: ___

Section 12. Trustee's Dealings with the Company. Broadmere Trust Company, National Association, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from, perform services for, and generally engage in any kind of business with the Company or any Affiliate of the Company as if it were not the Trustee. The Trustee in its individual capacity is also permitted to en

Section 13. Governing Law. THIS NOTE, AND ANY CLAIM, CONTROVERSY, OR DISPUTE ARISING UNDER OR RELATED TO THIS NOTE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY, THE TRUSTEE, AND EACH HOLDER OF THIS NOTE (BY ITS ACCEPTANCE HEREOF) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY

Section 14. Registered Form; abbreviations. The Company and the Trustee may deem and treat the person in whose name this Note is registered as the absolute owner thereof (whether or not such Note shall be overdue and notwithstanding any notation of ownership or other writing thereon) for the purpose of receiving payment of, or on account of, the principal hereof and, subject to the provisions of the Indenture, intere