Contract analysis

1. Certificate of Incorporation Attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Optiwave Semiconductor Corp., as currently in effect, including all amendments thereto and all certificates of designation filed with the Secretary of State of the State of Delaware through the date hereof. The Company was incorporated in the State of Delaware

2. Bylaws Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Bylaws of Optiwave Semiconductor Corp., as currently in effect, including all amendments thereto adopted through the date hereof. The Amended and Restated Bylaws, as set forth in Exhibit B, have not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment reflected t

3. Board Resolutions Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company at a duly convened meeting held on May 19, 2023, at which a quorum of directors was present and acting throughout (the "Board Resolutions"). The Board Resolutions authorized, among other things, the following actions: (a) the issuance by the Company of up to

4. Pricing Committee Resolutions Attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions duly adopted by the Pricing Committee of the Board of Directors at a duly convened meeting held on May 23, 2023, at which all members of the Pricing Committee were present and acting (the "Pricing Committee Resolutions"). The Pricing Committee Resolutions approved the final pricing terms of the offer

5. Incumbency I hereby certify as to the incumbency, title, authority, and genuineness of signature of each of the following officers of the Company who has executed or is authorized to execute any of the Transaction Documents on behalf of the Company: I hereby certify that each of the persons named in the foregoing table has been duly elected or appointed to the office set forth opposite his or her name, is duly qua

6. Additional Certifications In addition to the certifications set forth in Sections 1 through 5 above, I further certify as follows: (a) Good Standing. As of the date hereof, the Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carr