Contract analysis

1. Identification of Certifying Officers The undersigned, Marcus Harding, Chief Executive Officer of Optiwave Semiconductor Corp. (the "Company"), and Priya Nandakumar, Chief Financial Officer of the Company, each hereby certify, pursuant to Section 6(d) of the Purchase Agreement, as follows. Each of the undersigned is a duly authorized officer of the Company and is delivering this Certificate on behalf of the Compan

2. Representations and Warranties — Bring-Down Certification Each of the representations and warranties of the Company set forth in Section 1 of the Purchase Agreement is true and correct in all material respects on and as of the date hereof (the Closing Date, May 30, 2023) with the same force and effect as though expressly made on and as of the date hereof, except for any such representations and warranties that by

3. Covenants — Compliance Certification The Company has performed and complied in all material respects with all of its covenants, agreements, and obligations under the Purchase Agreement that are required to be performed or complied with by the Company on or before the Closing Date. Without limiting the foregoing, the Company has (a) prepared and delivered the Offering Memorandum to the Initial Purchasers in accorda

4. No Material Adverse Change Since the date of the most recent financial statements included or incorporated by reference in the Offering Memorandum, there has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition (financial or otherwise), results of operations, business, properties, management, or prospects of the Company and its subsidiaries,

5. Offering Memorandum — No Material Misstatement or Omission The Offering Memorandum, as of its date and as of the Closing Date, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Without limiting the foregoing, the financial statements and other fina

6. No Stop Order or Proceedings No stop order or similar order has been issued, and no proceedings for that purpose have been instituted or, to the knowledge of the undersigned, threatened, by the Securities and Exchange Commission (the "SEC") or any other governmental authority with respect to the offering and sale of the Notes. No order preventing or suspending the use of the Preliminary Offering Memorandum, the Of

7. Conditions to Closing Satisfied All conditions precedent to the obligations of the Initial Purchasers set forth in Section 6 of the Purchase Agreement, to the extent required to be satisfied by the Company or within the Company's control, have been satisfied or, where applicable, waived by the representative of the Initial Purchasers as of the Closing Date. Without limiting the generality of the foregoing, the und

8. Authorization The execution, delivery, and performance by the Company of the Purchase Agreement, the Indenture, and the Notes, and the consummation of the transactions contemplated thereby, including the issuance and sale of the Notes and the entry into the Capped Call Confirmations, have been duly authorized by all necessary corporate action on the part of the Company. Such corporate action includes (a) resolutio

9. Good Standing and Legal Existence The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware (Delaware Secretary of State file number 5738291). The Company has the corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Offering Memorandum and to execute, deliver, and perfor

10. No Litigation or Proceedings There are no pending or, to the knowledge of the undersigned after due inquiry, threatened legal or governmental proceedings, claims, actions, suits, or investigations against the Company or any of its subsidiaries that (i) are required to be disclosed in the Offering Memorandum and are not so disclosed, or (ii) would, individually or in the aggregate, reasonably be expected to have a

11. Over-Allotment Option The undersigned acknowledge that the Initial Purchasers have been granted an option, pursuant to Section 2 of the Purchase Agreement, to purchase up to an additional $37,500,000 aggregate principal amount of Notes (the "Option Notes") from the Company, exercisable in whole or in part at any time on or before the thirtieth (30th) day following the date of the Purchase Agreement, solely to cov