Contract analysis

1. Recitals and Background Reference is hereby made to the Indenture to be dated as of May 30, 2023 (the "Indenture"), between Optiwave Semiconductor Corp., a Delaware corporation (the "Company"), and Broadmere Trust Company, National Association, a national banking association organized under the laws of the United States (the "Trustee"), governing the issuance of the Company's 2.75% Convertible Senior Notes due 202

2. Instruction to Authenticate and Deliver — Base Offering Pursuant to Section 2.02 of the Indenture, the Company hereby requests and instructs the Trustee to authenticate and deliver, on the Closing Date (May 30, 2023), the following: One (1) Global Note in the aggregate principal amount of $250,000,000 (Two Hundred Fifty Million Dollars) (the "Base Global Note"), representing the Company's 2.75% Convertible Senior

3. Over-Allotment Option — Additional Notes The Company hereby notifies the Trustee that, pursuant to Section 2 of the Purchase Agreement, the Initial Purchasers were granted an option (the "Over-Allotment Option") to purchase up to an additional $37,500,000 in aggregate principal amount of Notes (the "Option Notes"), exercisable in whole or in part at any time within a period of thirteen (13) calendar days from and

4. Delivery Instructions The Trustee is instructed to deliver the Global Notes through the facilities of DTC on the applicable closing dates against payment as follows: (a) Base Global Note. The Base Global Note in the aggregate principal amount of $250,000,000 shall be delivered through the facilities of DTC on May 30, 2023, against receipt of the aggregate purchase price therefor in immediately available funds, in

5. Officers' Certificate and Conditions The Company hereby confirms that, on the Closing Date, it will deliver to the Trustee an Officers' Certificate, as required under Section 2.02 of the Indenture, certifying that all conditions precedent to the issuance and authentication of the Notes provided for in the Indenture have been complied with and that the issuance of the Notes has been duly authorized. In connection t

6. Form of Global Note Each Global Note shall be substantially in the form set forth in Exhibit A to the Indenture, with such changes thereto as may be required by the terms of the Indenture or as may be necessary or appropriate to reflect the terms of the Notes as established by the Indenture and the resolutions of the Board of Directors and Pricing Committee described above. The Trustee is authorized and directed t

7. Reliance and Authorization The Trustee is entitled to conclusively rely upon this Instruction Letter, together with the Indenture, as its sole authority for the authentication and delivery of the Notes as described herein. This Instruction Letter constitutes the Company's written order and instruction to the Trustee to authenticate and deliver the Notes in accordance with the terms of Section 2.02 of the Indenture

8. Contact Information For questions regarding the instructions set forth in this Instruction Letter, or for any other matters relating to the closing of the transactions described herein, the Trustee should contact the following persons: David Shih General Counsel & Corporate Secretary Optiwave Semiconductor Corp. 4800 Great America Parkway, Suite 1200 San Jose, California 95054 Telephone: (408) 555-7100 Email: dshi

9. Governing Law This Instruction Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law). This Instruction Letter may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the s