Contract analysis

I. MATTER IDENTIFICATION Matter Number: 1014-00001 Billing Code: 48710-001 Matter Name / Description: Optiwave Semiconductor Corp. — $250,000,000 Convertible Notes Offering with Capped Call Overlay Date Opened: March 6, 2023 Practice Group: Capital Markets Office: New York (600 Lexington Avenue, 30th Floor, New York, NY 10022) Matter Type: Securities Offering — Rule 144A Convertible Notes with Derivative Overlay Stat

II. CLIENT INFORMATION Client Full Legal Name: Optiwave Semiconductor Corp. Short Name / Abbreviations: Optiwave Semi; OWS Entity Type: Corporation Jurisdiction of Incorporation: State of Delaware (Delaware Secretary of State File No. 5738291) Employer Identification Number (EIN): 82-4917263 Headquarters Address: 4800 Great America Parkway, Suite 1200, San Jose, California 95054 Exchange Listing: The Nasdaq Stock Mar

III. ENGAGEMENT TEAM The following attorneys have been assigned to this matter. All timekeepers should record their time against Billing Code 48710-001 unless otherwise directed by the Billing Partner. Responsible Partner. Name: Jennifer Kwon Title: Partner, Capital Markets Role: Responsible Partner — Jennifer Kwon will have overall engagement responsibility and supervision for this matter. She will serve as the prin

IV. TRANSACTION SUMMARY A. Nature of Engagement Calderwood & Harkness LLP has been engaged to serve as issuer's counsel to Optiwave Semiconductor Corp. in connection with a Rule 144A offering of convertible senior notes due 2028 with a concurrent capped call overlay transaction. The engagement encompasses the preparation and negotiation of all offering documentation and transaction agreements, regulatory and exemptio

1. Capped Call Transactions. Funding the cost of the Capped Call Transactions (estimated at approximately $28,750,000 in aggregate).

2. Repayment of Revolving Credit Facility. Repayment of approximately $75,000,000 of indebtedness outstanding under the Company's existing $300,000,000 senior secured revolving credit facility with Crestline National Bank, N.A., as Administrative Agent (the "Existing Credit Facility"). The Existing Credit Facility matures on August 15, 2026 and bears interest at a variable rate based on SOFR plus a margin determined

3. General Corporate Purposes. The remainder of the net proceeds will be used for general corporate purposes, including working capital, potential acquisitions and strategic investments, and capital expenditures. The foregoing use of proceeds is preliminary and is subject to change. The final allocation of proceeds will be described in the Offering Memorandum and will be subject to the Company's discretion.

V. OTHER PARTIES TO THE TRANSACTION A. Initial Purchasers The Notes will be offered and sold to the initial purchasers pursuant to a purchase agreement (the "Purchase Agreement") to be entered into among the Company and the initial purchasers named below. The initial purchasers are expected to resell the Notes to QIBs in reliance on Rule 144A. Ridgepoint Capital Markets LLC will serve as the sole bookrunning manager

VI. FEE ARRANGEMENT Fee Structure: Capped fee arrangement, as set forth in the engagement letter dated March 6, 2023, executed between Calderwood & Harkness LLP and Optiwave Semiconductor Corp. Fee Cap: $1,850,000 for professional fees. This fee cap represents the maximum amount that the firm may invoice the client for professional services rendered in connection with this matter. The fee cap is inclusive of all time

VII. ANTICIPATED WORK STREAMS AND DELIVERABLES The following is a summary of the principal work streams and deliverables anticipated in connection with this engagement. The responsible attorneys for each work stream are identified where appropriate. This summary is not exhaustive and may be supplemented as the transaction progresses. A. Offering Documentation

1. Preliminary Offering Memorandum. Calderwood & Harkness LLP will prepare the initial draft of the Preliminary Offering Memorandum (the "Preliminary OM") and will coordinate with the Company, the initial purchasers, and the initial purchasers' counsel on all revisions and comments. The Preliminary OM will contain customary disclosure for a Rule 144A convertible notes offering, including a description of the Company'

2. Final Offering Memorandum. Following the pricing of the Notes, Calderwood & Harkness LLP will prepare the Final Offering Memorandum (the "Final OM"), which will supplement the Preliminary OM with final pricing terms, including the aggregate principal amount of Notes sold, the coupon rate, the initial conversion rate, the initial conversion price, the cap price of the Capped Call Transactions, and the closing date.

3. Rule 144A / Section 4(a)(2) Exemption Analysis. Calderwood & Harkness LLP will prepare a memorandum analyzing the availability of the Rule 144A and Section 4(a)(2) exemptions from the registration requirements of the Securities Act for the offering and sale of the Notes. The memorandum will address the eligibility of the Notes as "securities" within the meaning of Rule 144A(d)(3), the qualification of the Company

1. Indenture. Calderwood & Harkness LLP will prepare the initial draft of the Indenture governing the Notes, to be entered into between Optiwave Semiconductor Corp., as Issuer, and Broadmere Trust Company, N.A., as Trustee. The Indenture will contain customary terms and conditions for convertible notes issued in a Rule 144A offering, including provisions governing interest payments, conversion mechanics (including th

2. Form of Global Note. Calderwood & Harkness LLP will prepare the Form of Global Note, which will be attached as Exhibit A to the Indenture. The Global Note will be registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), and will represent the aggregate principal amount of Notes outstanding. Lead: Claire Dempsey.

3. Purchase Agreement. Calderwood & Harkness LLP will prepare the initial draft of the Purchase Agreement to be entered into among Optiwave Semiconductor Corp. and the initial purchasers, setting forth the terms and conditions upon which the initial purchasers will purchase the Notes from the Company. The Purchase Agreement will contain customary representations and warranties of the Company, conditions to closing, i

2. Capped Call Confirmations. Calderwood & Harkness LLP will review, negotiate, and advise on the Capped Call Confirmations to be entered into between the Company and each of the capped call counterparties, which will set forth the specific economic terms of the Capped Call Transactions, including the number of options, the strike price, the cap price, the expiration dates, the settlement method, the anti-dilution ad

3. Regulatory and Structural Analysis Memoranda. Calderwood & Harkness LLP will prepare internal memoranda analyzing the regulatory and structural considerations associated with the Capped Call Transactions. These memoranda will address, among other things: (a) Dodd-Frank compliance considerations, including the applicability of Title VII requirements to the Capped Call Transactions with Northvane Financial Products

1. Board Resolutions. Calderwood & Harkness LLP will prepare resolutions of the Board of Directors of Optiwave Semiconductor Corp. authorizing the offering of the Notes, the entry into the Capped Call Transactions, and related matters. The board resolutions will authorize the issuance and sale of the Notes, approve the form of Indenture and Purchase Agreement, authorize the entry into the ISDA Master Agreements and C

2. Pricing Committee Resolutions. Calderwood & Harkness LLP will prepare resolutions of the Pricing Committee authorized by the Board, to be adopted following the pricing of the Notes, approving the final terms of the offering (including the aggregate principal amount, the coupon, the initial conversion rate, the initial conversion price, and the cap price) and authorizing the execution and delivery of the definitive

3. Secretary's Certificate (including Incumbency). Calderwood & Harkness LLP will prepare the Secretary's Certificate to be delivered at closing, certifying as to the Company's certificate of incorporation, bylaws, board resolutions, pricing committee resolutions, and the incumbency and specimen signatures of the officers executing the transaction documents. Lead: Audrey Zhou. E. Legal Opinions

1. Issuer's Counsel Opinion to Initial Purchasers. Calderwood & Harkness LLP will issue a legal opinion addressed to the initial purchasers, as required by the Purchase Agreement, covering customary matters including: (a) due organization and good standing of the Company; (b) due authorization, execution, and delivery of the transaction documents; (c) enforceability of the Indenture and the Notes; (d) no conflict wit

2. Negative Assurance (10b-5) Letter to Initial Purchasers. Calderwood & Harkness LLP will issue a negative assurance letter addressed to the initial purchasers, based on the firm's participation in the preparation and review of the Offering Memorandum and the due diligence process, stating that nothing has come to the attention of the attorneys at the firm who participated in the preparation of the Offering Memorand

3. Issuer's Counsel Opinion to Trustee. Calderwood & Harkness LLP will issue a legal opinion addressed to Broadmere Trust Company, N.A., as Trustee, covering customary matters required under the Indenture, including due authorization, execution, and delivery of the Indenture and the Notes, and enforceability thereof. Lead: Jennifer Kwon, with drafting support from Claire Dempsey.

4. Tax Opinion / Memorandum. Calderwood & Harkness LLP will prepare a tax opinion or memorandum addressing the U.S. federal income tax treatment of the Notes and the Capped Call Transactions. The tax opinion will cover, among other things, the characterization of the Notes as indebtedness for U.S. federal income tax purposes, the treatment of original issue discount (if any), the U.S. federal income tax consequences

1. Officers' Certificate pursuant to Purchase Agreement. Calderwood & Harkness LLP will prepare the Officers' Certificate to be delivered at closing pursuant to the Purchase Agreement, certifying as to the accuracy of the Company's representations and warranties in the Purchase Agreement, the Company's compliance with its covenants and agreements thereunder, and the absence of any material adverse change in the Compa

2. Officers' Certificate to Trustee re: Indenture. Calderwood & Harkness LLP will prepare the Officers' Certificate to be delivered to the Trustee in connection with the execution and delivery of the Indenture, certifying as to the matters required by the Indenture and the Trust Indenture Act of 1939, as amended (including the Company's compliance with all conditions precedent to the authentication and delivery of th

1. Limited Consent and Waiver under Revolving Credit Facility. Calderwood & Harkness LLP will prepare and negotiate the form of limited consent and waiver to be delivered by the Required Lenders under the Existing Credit Facility, permitting the incurrence of the Notes as Permitted Additional Indebtedness under Section 7.01(b) of the credit agreement. The limited consent and waiver will be circulated to the syndicate

2. Nasdaq Supplemental Listing Application and Cover Letter. Calderwood & Harkness LLP will prepare the Nasdaq supplemental listing application for the shares of OWS common stock issuable upon conversion of the Notes. The supplemental listing application will be filed with The Nasdaq Stock Market LLC in accordance with Nasdaq Listing Rules and will be accompanied by a cover letter setting forth the details of the off

3. DTC Eligibility Letter / Letter of Representations. Calderwood & Harkness LLP will coordinate with the Company and the Trustee to ensure the DTC eligibility of the Notes and will prepare or review the DTC Letter of Representations to be executed by the Company and the Trustee and delivered to DTC. Lead: Audrey Zhou.

4. Instruction Letter to Trustee. Calderwood & Harkness LLP will prepare the instruction letter from the Company to the Trustee directing the authentication and delivery of the Global Note in connection with the closing. Lead: Claire Dempsey.

5. Comfort Letter Request to Aldgate & Finch LLP. Calderwood & Harkness LLP will prepare and transmit the comfort letter request to Aldgate & Finch LLP on behalf of the Company and the initial purchasers, specifying the scope of the comfort letter procedures and the financial information to be covered thereby. The comfort letter request will conform to the standards set forth in AU Section 634 (Letters for Underwrite

6. Funds Flow Memorandum. Calderwood & Harkness LLP will prepare the funds flow memorandum setting forth the flow of funds at closing, including the receipt of the aggregate purchase price from the initial purchasers, the payment of the capped call premium to the capped call counterparties, the repayment of approximately $75,000,000 under the Existing Credit Facility, and the disbursement of the remaining net proceed

7. Master Closing Checklist. Calderwood & Harkness LLP will prepare and maintain the master closing checklist identifying all documents, certificates, opinions, and deliverables required to be delivered at or in connection with the closing, together with the responsible party and status for each item. The master closing checklist will be circulated to all parties and updated regularly through the closing. Lead: Clair

VIII. CONFLICT CHECK STATUS A comprehensive conflict check was initiated and completed in advance of the opening of this matter. The results are summarized below: Conflict Check Completed: March 3, 2023 Result: Cleared — No disqualifying conflicts identified. Reference: See separate Conflict Check Memorandum dated March 3, 2023, prepared by the New Business / Conflicts Department (on file). A copy of the Conflict Che

IX. KEY FINANCIAL DATA — CLIENT PROFILE The following key financial data is provided for reference purposes in connection with the intake and evaluation of this matter: FY2022 Revenue: $812.4 million FY2022 Adjusted EBITDA: $198.7 million Market Capitalization (as of March 3, 2023): Approximately $4.3 billion, based on approximately 58.6 million diluted shares of OWS common stock outstanding at a closing price of $73

X. ANTICIPATED TIMELINE The following timeline sets forth the currently anticipated milestones for the transaction. All dates are subject to change based on market conditions, the pace of document drafting and negotiation, and the availability of the parties. The engagement team will update this timeline as the transaction progresses and will circulate revised timelines to the client and the initial purchasers as app

XI. GOVERNING LAW The principal transaction documents are expected to be governed by the following laws: Indenture: The Indenture governing the Notes will be governed by and construed in accordance with the laws of the State of New York, without regard to conflict of laws principles (other than Section 5-1401 of the New York General Obligations Law). Purchase Agreement: The Purchase Agreement among the Company and th

XII. REGULATORY CONSIDERATIONS The engagement team should be mindful of the following regulatory considerations in connection with this transaction: Securities Act Exemption. The Notes will be offered and sold under Rule 144A of the Securities Act to QIBs only. No registration statement will be filed with the SEC in connection with the offering, and no registration rights will be granted to the holders of the Notes.

XIII. APPROVALS AND SIGNATURES This New Matter Memorandum has been prepared and reviewed as indicated below. By signing below, the Responsible Partner and the Billing Partner confirm that the information set forth herein is accurate and complete to the best of their knowledge, that the conflict check has been completed and cleared, that the engagement letter has been executed by the client, and that the matter is aut