Contract analysis

I. Introduction Calderwood & Harkness LLP serves as outside counsel to Optiwave Semiconductor Corp., a corporation duly organized and existing under the laws of the State of Delaware ("Optiwave Semi" or the "Company"), in connection with the Company's offering of 2.75% Convertible Senior Notes due 2028 (the "Notes"). The Company's shares of common stock, par value $0.001 per share (the "Common Stock"), are currently

II. Description of the Offering and the Notes On May 24, 2023, the Company entered into a Purchase Agreement (the "Purchase Agreement") with Ridgepoint Capital Markets LLC, acting as the representative of the several initial purchasers named therein, Harborstone Securities Inc., and Velthorn Zanthor & Co. (collectively, the "Initial Purchasers"), pursuant to which the Company agreed to issue and sell $250,000,000 agg

III. Conversion Terms and Number of Shares for Listing The Notes are convertible into shares of Common Stock, par value $0.001 per share, under the terms and conditions set forth in the Indenture. The Company may elect to settle conversions of the Notes through "net share settlement," which means that the Company would pay cash in respect of the principal amount of the Notes being converted and deliver shares of Comm

IV. Company Information Summary Set forth below is a summary of certain information concerning the Company: Full Legal Name: Optiwave Semiconductor Corp. State of Incorporation: Delaware (Secretary of State File No. 5738291) Principal Executive Offices: 4800 Great America Parkway, Suite 1200, San Jose, California 95054 Nasdaq Listing: The Company's Common Stock is listed on the Nasdaq Global Select Market under the t

V. Capped Call Transactions In connection with the pricing of the Notes, and concurrently with the offering thereof, the Company entered into privately negotiated capped call transactions (the "Capped Call Transactions") with Ridgepoint Capital Markets LLC and Northvane Financial Products LP (collectively, the "Capped Call Counterparties"). The Capped Call Transactions are intended to reduce the potential dilutive ef

VI. Enclosures and Supporting Documentation Enclosed herewith for the consideration of the Listing Qualifications Department, in connection with the Application, are the following documents:

1. Completed Nasdaq Supplemental Listing Application form;

2. Copy of the Restated Certificate of Incorporation of Optiwave Semiconductor Corp. (as amended to date);

3. Copy of the resolutions of the Board of Directors of the Company adopted on May 19, 2023, authorizing the issuance of the Notes and the shares of Common Stock issuable upon conversion thereof;

4. Copy of the resolutions of the Pricing Committee of the Board of Directors adopted on May 23, 2023, approving the final pricing terms of the offering (the "Pricing Committee Resolutions");

5. Draft execution form of the Indenture to be dated as of May 30, 2023 between the Company and Broadmere Trust Company, N.A., as Trustee (the final executed version will be provided promptly following closing);

6. Copy of the Final Offering Memorandum dated May 24, 2023; and

7. The applicable supplemental listing fee has been arranged for payment by the Company directly to The Nasdaq Stock Market in accordance with the Nasdaq fee schedule. Should any additional documentation or information be required in connection with the review and processing of the Application, we would be pleased to supplement these materials promptly.

VII. Confirmation of Continued Compliance The Company hereby confirms that it is in compliance with all applicable Nasdaq continued listing requirements, including the Nasdaq Global Select Market initial and continued listing standards set forth in Nasdaq Listing Rules 5300 et seq. and 5400 et seq., as applicable. The issuance of shares of Common Stock upon conversion of the Notes has been duly authorized by the Boar

VIII. Contact Information and Request for Confirmation We respectfully request that The Nasdaq Stock Market confirm receipt of the Application and advise us at its earliest convenience of any additional information or documentation that may be required in connection with its review. We further request that Nasdaq notify us promptly upon approval of the listing of the additional shares of Common Stock described herein