Contract analysis

1. Interpretation (a) Definitions. Terms used in this Agreement that are defined in the 2002 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. (the "2002 ISDA Definitions"), shall have the meanings specified therein unless otherwise provided in this Agreement, the Schedule or the applicable Confirmation. In addition, terms defined in the Schedule shall have the meanings assig

2. Obligations (a) General Conditions Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement. Payments and deliveries under each Transaction shall be made at the times, in the amounts, in the currency, and in the manner specified in the applicable Confirmation, in each case subject to the provisions of this Agreement, including

3. Representations (a) Basic Representations Each party represents to the other party, which representations shall be deemed to be repeated on the date on which this Agreement is entered into and on each date on which a Transaction is entered into under this Agreement, that: (i) Status. Party A is duly organized and validly existing as a corporation under the laws of the State of Delaware. Party B is duly organized a

4. Agreements (a) Furnish Specified Information Each party agrees to deliver to the other party the forms, documents and other evidence specified for it in Part 3 of the Schedule, in the manner and within the time periods specified therein. Each party further agrees to furnish such additional information relating to its legal status, authority, tax status, financial condition or regulatory status as the other party m

5. Events of Default and Termination Events (a) Events of Default The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of any of the following events constitutes an Event of Default with respect to such party: (i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or any Transaction, if such failure is not remedied on or bef

6. Early Termination; Close-Out Netting (a) Right to Terminate Following Event of Default If at any time an Event of Default with respect to a party has occurred and is continuing, the other party may, by not more than 20 days' notice to the defaulting party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outsta

7. Transfer Neither this Agreement nor any interest or obligation in or under this Agreement may be transferred, whether by assignment, novation or otherwise, by either party without the prior written consent of the other party, except as expressly provided in the Schedule. Notwithstanding the foregoing, Party B may, without the consent of Party A, transfer or novate any of its rights or obligations under this Agreem

8. Contractual Currency All payments under this Agreement and each Transaction shall be made in United States Dollars unless otherwise specified in the relevant Confirmation. If, for the purpose of obtaining or enforcing judgment against a party in any court in any jurisdiction, it becomes necessary to convert into another currency an amount due in United States Dollars, the conversion shall be made at the rate of ex

9. Miscellaneous (a) Entire Agreement This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all prior oral communication and prior writings with respect thereto. This Agreement includes this Master Agreement, the Schedule, each Confirmation and any Credit Support Document, all of which together constitute the entire agreement between the par

10. Offices; Multibranch Parties For the purpose of Section 10 of this Agreement:

1. Party A is not a Multibranch Party. Its sole office is located at 4800 Great America Parkway, Suite 1200, San Jose, California 95054.

2. Party B is not a Multibranch Party. Its sole office is located at 1 Liberty Plaza, 40th Floor, New York, New York 10006. All Transactions shall be entered into through, and all notices and communications relating to Transactions shall be given with respect to, the offices specified above unless otherwise expressly agreed in writing.

11. Expenses A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including reasonable attorneys' fees and expenses, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Transaction following the occurrence and during the continuation of an Event of Default with respect to th

12. Notices All notices and other communications in connection with this Agreement shall be given in accordance with this Section and with the notice details set forth in Part 4(a) of the Schedule. Any notice or communication may be made by letter delivered by hand, overnight courier, facsimile transmission, electronic messaging system agreed by the parties, or email where expressly permitted, and shall be effective

13. Governing Law and Jurisdiction (a) Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to choice of law doctrine, other than Title 14 of Article 5 of the New York General Obligations Law to the extent applicable. (b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement or any Transaction, each p

14. Waiver of Jury Trial EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY CONFIRMATION, ANY TRANSACTION OR THE CONTEMPLATED RELATIONSHIP OF THE PARTIES. Schedule to the 2002 ISDA Master Agreement This Schedule is dated as of May 30, 2023 and forms part of, supplements and amends

1. Delisting Event. If the common stock of Party A ceases to be listed on The Nasdaq Stock Market or another U.S. national securities exchange, Party A shall be the sole Affected Party.

2. Repayment / Redemption of Notes. If Party A's 2.75% Convertible Senior Notes due 2028 are repaid, redeemed, repurchased or defeased in full prior to their stated maturity date of June 1, 2028, such event shall constitute an Additional Termination Event, with Party A as the sole Affected Party, but only to the extent that the related Capped Call Confirmation has not previously been terminated or fully settled.

3. Change of Control / Fundamental Change. If a "Fundamental Change" as defined in the Indenture dated May 30, 2023 between Party A and Broadmere Trust Company, N.A., as trustee, occurs, Party A shall be the sole Affected Party.

4. Nationalization Event. If a "Nationalization" as defined in the 2002 ISDA Equity Derivatives Definitions occurs with respect to Party A's common stock, Party A shall be the sole Affected Party. (g) Absence of Litigation Representation The representation in Section 3(a)(vii) is applicable to both parties. (h) Credit Event Upon Merger The "Credit Event Upon Merger" provisions of Section 5(b)(v) shall apply to both p

1. Party B's allocated notional amount is $115,000,000, representing 40% of the $287,500,000 total aggregate principal amount of the Notes, inclusive of the over-allotment option; 2. the lower strike price is approximately $94.50 per share, equal to the initial conversion price of the Notes; 3. the upper strike price, or cap price, is $110.07 per share; and 4. the aggregate premium payable by Party A to Party B is $1

1. Initial Confirmation. The initial Confirmation under this Master Agreement is the Capped Call Confirmation dated May 30, 2023, documented separately as a standalone ISDA Confirmation expressly referencing and governed by this Master Agreement.

2. No Credit Support Annex. No ISDA Credit Support Annex is attached to this Agreement. The Transactions are entered into on an unsecured basis.

3. Related Transaction Documents. The parties further acknowledge the relevance, for interpretive and definitional purposes where expressly incorporated in the applicable Confirmation, of: • the Indenture dated May 30, 2023 between Optiwave Semiconductor Corp. and Broadmere Trust Company, N.A., as trustee; and • the Purchase Agreement dated May 24, 2023 among Optiwave Semiconductor Corp. and the initial purchasers, R