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RESOLUTIONS OF THE BOARD OF DIRECTORS OF OPTIWAVE SEMICONDUCTOR CORP.

Adopted by Unanimous Written Consent Effective as of May 19, 2023

The undersigned, being all of the members of the Board of Directors (the "Board") of Optiwave Semiconductor Corp., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 3.12 of the Company's Amended and Restated Bylaws, as currently in effect, do hereby adopt the following resolutions by unanimous written consent in lieu of a special meeting of the Board. These resolutions shall have the same force and effect as if adopted at a duly convened special meeting of the Board at which all directors were present and voting. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the applicable Transaction Documents (as defined below).

RECITALS

WHEREAS, the Company is a corporation duly organized and existing under the laws of the State of Delaware (File No. 5738291), with its principal executive offices located at 4800 Great America Parkway, Suite 1200, San Jose, California 95054, and its common stock, par value $0.001 per share (the "Common Stock"), is listed on The Nasdaq Global Select Market under the ticker symbol "OWS";

WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders for the Company to offer and sell, in a private placement to qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), up to $250,000,000 aggregate principal amount of the Company's 2.75% Convertible Senior Notes due 2028 (the "Notes"), together with an option for the initial purchasers to purchase up to an additional $37,500,000 aggregate principal amount of Notes (the "Over-Allotment Option"), for a total aggregate principal amount of up to $287,500,000 (the "Offering");

WHEREAS, the Notes will be issued pursuant to an Indenture (the "Indenture") to be entered into between the Company and Broadmere Trust Company, National Association, a national banking association, as trustee, paying agent, conversion agent, and registrar (the "Trustee");

WHEREAS, the Company proposes to enter into a Purchase Agreement (the "Purchase Agreement") with Ridgepoint Capital Markets LLC ("Ridgepoint"), as representative of the several initial purchasers named therein, together with Harborstone Securities Inc. ("Harborstone") and Velthorn Zanthor & Co. ("Velthorn Zanthor," and together with Ridgepoint and Harborstone, the "Initial Purchasers"), pursuant to which the Initial Purchasers will purchase the Notes from the Company for resale to QIBs in reliance on the exemption from registration provided by Rule 144A under the Securities Act;

WHEREAS, in connection with the Offering and sale of the Notes, the Company proposes to enter into privately negotiated capped call transactions (the "Capped Call Transactions") with Ridgepoint Capital Markets LLC and Northvane Financial Products LP (each, a "Capped Call Counterparty" and, together, the "Capped Call Counterparties"), pursuant to 2002 ISDA Master Agreements (including schedules thereto) and related confirmations (collectively, the "Capped Call Documents"), which Capped Call Transactions are designed to offset potential dilution to the Company's Common Stock upon any conversion of the Notes and/or to offset any cash payments the Company would be required to make in excess of the aggregate principal amount of converted Notes upon any such conversion;

WHEREAS, the Company intends to use the net proceeds from the Offering to (i) fund the cost of the Capped Call Transactions, (ii) repay approximately $75,000,000 in outstanding borrowings under the Company's $300,000,000 senior secured revolving credit facility (the "Revolving Credit Facility") established pursuant to that certain Credit Agreement, dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among the Company, Crestline National Bank, N.A., as administrative agent (the "Administrative Agent"), and the lenders party thereto (the "Lenders"), and (iii) use the remainder for general corporate purposes, including working capital, potential acquisitions, and capital expenditures;

WHEREAS, the incurrence of the Notes as indebtedness of the Company requires the prior written consent of the Lenders under the Revolving Credit Facility pursuant to Section 7.01(b) of the Credit Agreement, which prohibits the incurrence of additional indebtedness in excess of certain thresholds absent the consent of the Required Lenders (as defined therein), and the Company intends to obtain a Limited Consent and Waiver (the "Limited Consent and Waiver") from Crestline National Bank, N.A., as Administrative Agent, and the requisite Lenders (including Piedmont Commerce Bank and Lakeshore Federal Credit Corp.) permitting such incurrence and classifying the Notes as Permitted Additional Indebtedness under the Credit Agreement;

WHEREAS, in connection with the Offering, the Company will prepare and distribute a Preliminary Offering Memorandum and a Final Offering Memorandum (each, an "Offering Memorandum," and together with any supplements or amendments thereto, the "Offering Documents") describing the terms of the Notes, the Capped Call Transactions, the Company's business, financial condition, and results of operations, and related matters, for distribution to prospective QIBs in connection with the Offering;

WHEREAS, in connection with the issuance of the Notes, the Company will file a supplemental listing application with The Nasdaq Stock Market LLC ("Nasdaq") for the shares of Common Stock issuable upon conversion of the Notes, in order to ensure such shares are approved for listing on The Nasdaq Global Select Market;

WHEREAS, Calderwood & Harkness LLP ("C&H") has been engaged as the Company's outside legal counsel in connection with the proposed transactions contemplated hereby, and Prescott Whitfield LLP has been engaged as counsel to the Initial Purchasers in connection with the Offering;

WHEREAS, the Board has reviewed and considered the terms and conditions of the proposed transactions described herein, including detailed presentations and analyses by the Company's Chief Financial Officer, Priya Nandakumar, and the Company's Treasurer, Rachel Fontaine, regarding the Company's capital structure, liquidity position, anticipated use of proceeds, and the financial terms of the Offering, the Capped Call Transactions, and the related repayment under the Revolving Credit Facility, and presentations by representatives of Ridgepoint regarding the market conditions for convertible notes offerings, comparable recent transactions, and indicative pricing and structural terms, and presentations by representatives of C&H regarding the legal structure of the proposed transactions, the applicable securities law exemptions, and the forms of the Transaction Documents, and the Board, after due consideration and deliberation, including discussion among the independent directors, has determined that the Offering and the other transactions described herein are advisable and in the best interests of the Company and its stockholders;

RESOLUTIONS

NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:

1. Authorization of the Convertible Notes

RESOLVED, that the Board hereby authorizes, approves, and directs the issuance and sale by the Company of up to $287,500,000 aggregate principal amount (inclusive of the Over-Allotment Option) of the Company's 2.75% Convertible Senior Notes due 2028, in a private placement to QIBs in reliance on Section 4(a)(2) of the Securities Act and Rule 144A thereunder, with the following principal terms approved, in each case subject to finalization by the Pricing Committee established pursuant to Resolution 10 below:

(a) Principal Amount. Up to $250,000,000 aggregate principal amount in the base offering, plus up to an additional $37,500,000 aggregate principal amount pursuant to the Over-Allotment Option (representing a 15% greenshoe), for a maximum total aggregate principal amount of $287,500,000.

(b) Interest Rate. The Notes shall bear interest at a rate of 2.75% per annum (subject to adjustment by the Pricing Committee within the range specified in Resolution 10 below), payable semi-annually in arrears on June 1 and December 1 of each year, commencing December 1, 2023.

(c) Maturity Date. The Notes shall mature on June 1, 2028, unless earlier converted, redeemed, or repurchased in accordance with the terms of the Indenture.

(d) Conversion Rights. The Notes shall be convertible into shares of Common Stock at an initial conversion rate to be determined by the Pricing Committee, subject to customary anti-dilution adjustments as set forth in the Indenture (including adjustments for stock dividends, stock splits, certain distributions, tender offers, and exchange offers), with the Company having the right to elect to settle conversions in cash, shares of Common Stock, or a combination thereof (net share settlement). The initial conversion price shall represent a premium to the reference price as determined by the Pricing Committee.

(e) Optional Redemption. The Notes shall not be redeemable by the Company prior to June 6, 2026. On or after June 6, 2026, the Company may redeem all or any portion of the Notes (in minimum principal amounts of $1,000) for cash if the last reported sale price of the Common Stock has exceeded 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price shall be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

(f) Fundamental Change Put Right. Holders of the Notes shall have the right to require the Company to repurchase their Notes upon the occurrence of a Fundamental Change (as defined in the Indenture), at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change repurchase date.

(g) Make-Whole Fundamental Change Adjustment. Upon the occurrence of a Make-Whole Fundamental Change (as defined in the Indenture), the conversion rate shall be increased for Notes that are converted during the applicable period following such Make-Whole Fundamental Change, in accordance with a customary make-whole table to be set forth in the Indenture, which table shall be determined by the Pricing Committee.

(h) Form and Denomination. The Notes shall be issued in fully registered form in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof, in global form, deposited with the Trustee as custodian for The Depository Trust Company ("DTC"), and registered in the name of Cede & Co., as nominee of DTC.

(i) Securities Law Exemption. The offer and sale of the Notes shall be made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 144A thereunder, and the Notes shall bear a restrictive legend as set forth in the Indenture and the form of Note.

(j) Governing Law. The Notes and the Indenture shall be governed by and construed in accordance with the laws of the State of New York.

(k) Registration Rights. The Company does not intend to, and shall not be obligated to, file a registration statement with the Securities and Exchange Commission (the "SEC") under the Securities Act for the resale of the Notes or the shares of Common Stock issuable upon conversion of the Notes. The Notes and the underlying shares of Common Stock will constitute "restricted securities" within the meaning of Rule 144 under the Securities Act.

RESOLVED FURTHER, that the terms of the Notes, including the form of Note attached as an exhibit to the Indenture, are hereby approved in substantially the form reviewed by the Board, with such changes, modifications, and amendments as the Authorized Officers (as defined below) executing the same shall approve, the execution thereof to be conclusive evidence of such approval.

2. Authorization of the Indenture

RESOLVED, that the Board hereby authorizes and approves the execution, delivery, and performance by the Company of the Indenture, to be entered into between the Company and Broadmere Trust Company, National Association, as Trustee, substantially in the form presented to and reviewed by the Board at or prior to the date hereof (with such changes, modifications, and amendments thereto as may be approved by the officers of the Company executing the same, the execution thereof to be conclusive evidence of such approval). The Board further authorizes and confirms that the Trustee shall serve as trustee, paying agent, registrar, and conversion agent under the Indenture, and approves the fees and expenses of the Trustee as set forth in a separate fee letter between the Company and the Trustee. The Indenture shall set forth the terms of the Notes, the obligations of the Company thereunder, the rights and remedies of the holders of the Notes and the Trustee, and the covenants and other provisions governing the Notes, all as more fully described therein.

3. Authorization of the Purchase Agreement

RESOLVED, that the Board hereby authorizes and approves the execution, delivery, and performance by the Company of the Purchase Agreement, to be entered into among the Company and Ridgepoint Capital Markets LLC, as representative of the several Initial Purchasers, together with Harborstone Securities Inc. and Velthorn Zanthor & Co., as Initial Purchasers, substantially in the form presented to and reviewed by the Board at or prior to the date hereof, providing for, among other things:

(a) the purchase by the Initial Purchasers of $250,000,000 aggregate principal amount of Notes in the base offering;

(b) the grant by the Company to the Initial Purchasers of the Over-Allotment Option to purchase up to an additional $37,500,000 aggregate principal amount of Notes, exercisable in whole or in part within a 13-day period from, and including, the date of the pricing of the Notes;

(c) an initial purchasers' discount of 2.00% of the aggregate principal amount of Notes purchased by the Initial Purchasers (i.e., $5,000,000 in respect of the base offering and up to an additional $750,000 in respect of the Over-Allotment Option, if exercised in full);

(d) a structuring fee of 0.25% of the base principal amount, in the amount of $625,000, payable solely to Ridgepoint Capital Markets LLC;

(e) customary representations, warranties, and covenants of the Company, including representations relating to the accuracy of the Offering Memorandum, compliance with applicable securities laws, and the Company's financial statements;

(f) customary indemnification and contribution provisions for the benefit of the Initial Purchasers; and

(g) customary conditions to closing, including delivery of legal opinions, comfort letters, and officers' certificates.

The Purchase Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Board further authorizes the allocation of the initial purchasers' discount among the Initial Purchasers as may be agreed upon by the Company and Ridgepoint, as representative, or as may be determined by the Pricing Committee.

4. Authorization of the Capped Call Transactions

RESOLVED, that the Board hereby authorizes and approves the Company's entry into the Capped Call Transactions with the Capped Call Counterparties on the following terms (subject to finalization by the Pricing Committee as described in Resolution 10 below):

(a) Counterparties and Allocation. The Capped Call Transactions shall be entered into with Ridgepoint Capital Markets LLC, which shall be allocated 60% of the aggregate notional amount, and Northvane Financial Products LP, which shall be allocated 40% of the aggregate notional amount.

(b) Documentation. The Capped Call Transactions shall be documented pursuant to separate 2002 ISDA Master Agreements (including schedules thereto) and related Confirmations between the Company and each Capped Call Counterparty, in each case governed by the laws of the State of New York. The forms of such agreements and confirmations have been reviewed by the Board.

(c) Lower Strike Price. The lower strike price of the Capped Call Transactions shall be equal to the initial conversion price of the Notes, as determined by the Pricing Committee.

(d) Upper Strike Price (Cap Price). The upper strike price (the "Cap Price") of the Capped Call Transactions shall be determined by the Pricing Committee, and is expected to represent approximately a 50% premium over the reference price of the Common Stock on the pricing date of the Notes (such reference price being the last reported sale price of the Common Stock on the pricing date, or such other reference price as may be determined by the Pricing Committee in consultation with the Initial Purchasers).

(e) Aggregate Cost. The aggregate cost of the Capped Call Transactions shall be determined by the Pricing Committee, and is expected to be approximately $28,750,000, to be funded from the net proceeds of the Offering.

(f) Expiration. The Capped Call Transactions shall expire on June 1, 2028, matching the maturity date of the Notes, subject to earlier exercise upon conversion of the Notes or earlier termination in accordance with the terms of the Capped Call Documents.

(g) Purpose and Effect. The purpose of the Capped Call Transactions is to offset potential dilution to the Common Stock upon any conversion of the Notes and/or to offset any cash payments the Company would be required to make in excess of the aggregate principal amount of converted Notes upon any such conversion, subject to the Cap Price. The Capped Call Transactions are expected to effectively increase the conversion premium of the Notes from the perspective of the Company's stockholders.

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to negotiate the final terms of the Capped Call Documents, including the economic terms to be determined by the Pricing Committee, and to execute and deliver the same on behalf of the Company.

5. Authorization of Offering Memorandum

RESOLVED, that the Board hereby authorizes and directs the officers of the Company to prepare, or cause to be prepared, the Preliminary Offering Memorandum and the Final Offering Memorandum, in each case containing a description of the terms of the Notes, the Capped Call Transactions, the Company's business, financial condition, results of operations, risk factors, and such other information as may be required or appropriate for distribution to prospective QIBs in connection with the Offering. The Board further authorizes and directs the Authorized Officers to approve the final form of each Offering Memorandum and any supplements or amendments thereto for distribution to prospective QIBs, and to make such changes, additions, deletions, and supplements to the Offering Documents as the Authorized Officers executing or approving the same shall deem necessary, appropriate, or advisable. The Board acknowledges that the Offering Memorandum will contain customary legends stating that the Notes have not been registered under the Securities Act and may not be offered or sold except in compliance with the registration requirements of the Securities Act or pursuant to an applicable exemption therefrom.

6. Use of Proceeds

RESOLVED, that the Board hereby approves the following use of the net proceeds from the Offering:

(a) Capped Call Transactions. The payment of the cost of the Capped Call Transactions, currently estimated to be approximately $28,750,000 (subject to adjustment based on the final terms determined by the Pricing Committee and actual market conditions at the time of pricing).

(b) Revolving Credit Facility Repayment. The repayment of $75,000,000 in outstanding borrowings under the Revolving Credit Facility with Crestline National Bank, N.A., as Administrative Agent, which repayment shall reduce the aggregate outstanding principal balance under the Revolving Credit Facility and restore a corresponding amount of availability thereunder.

(c) General Corporate Purposes. The use of the remainder of the net proceeds, estimated to be approximately $251,800,000 (after deduction of the initial purchasers' discount of approximately $5,000,000 (based on the base offering amount), the structuring fee of $625,000, the estimated cost of the Capped Call Transactions of $28,750,000, and estimated offering expenses of approximately $1,200,000, including legal fees, Trustee fees, accounting fees, printing costs, and other customary transaction expenses), for general corporate purposes, including working capital, potential strategic acquisitions and investments, research and development, and capital expenditures.

RESOLVED FURTHER, that the Authorized Officers are hereby authorized to determine the final allocation and timing of the use of net proceeds from the Offering, consistent with the foregoing approved uses, and to make such adjustments thereto as they shall deem necessary or appropriate in light of actual Offering proceeds and market conditions.

7. Authorization to Obtain Credit Facility Consent

RESOLVED, that the Board hereby authorizes the Authorized Officers to negotiate, execute, and deliver, on behalf of the Company, the Limited Consent and Waiver under the Revolving Credit Facility with Crestline National Bank, N.A., as Administrative Agent, and the Lenders party thereto (including Piedmont Commerce Bank and Lakeshore Federal Credit Corp.), in such form as the Authorized Officers shall approve, to permit the incurrence of the indebtedness represented by the Notes as Permitted Additional Indebtedness under Section 7.01(b) of the Credit Agreement, and to take all such actions and execute all such documents, instruments, and certificates as may be necessary or appropriate in connection therewith, including the payment of any consent fees, amendment fees, or other customary fees required by the Administrative Agent or the Lenders in connection with the Limited Consent and Waiver.

8. Nasdaq Supplemental Listing Application

RESOLVED, that the Board hereby authorizes and directs the Authorized Officers, in consultation with C&H, to prepare and file a supplemental listing application with The Nasdaq Stock Market LLC for the listing on The Nasdaq Global Select Market of up to approximately 3,042,325 shares of Common Stock issuable upon conversion of the Notes (including shares of Common Stock issuable upon conversion of Notes issued pursuant to the Over-Allotment Option), based on the initial conversion rate expected to be established by the Pricing Committee, together with such additional shares of Common Stock as may become issuable upon conversion of the Notes pursuant to make-whole fundamental change adjustments or customary anti-dilution adjustments under the Indenture, and to take all such further actions as may be necessary or appropriate to obtain the approval of Nasdaq for the listing of such shares, including the provision of all required notices, certifications, and supporting documentation to Nasdaq.

9. Reservation of Shares

RESOLVED, that the Board hereby authorizes and directs the Authorized Officers to reserve for issuance out of the Company's authorized but unissued shares of Common Stock a sufficient number of shares to satisfy the Company's obligations to deliver shares of Common Stock upon conversion of all outstanding Notes (including Notes issuable upon exercise of the Over-Allotment Option), taking into account the potential increase in the number of shares issuable upon conversion of the Notes pursuant to make-whole fundamental change adjustments and customary anti-dilution adjustments under the Indenture, and to instruct Clearwater Transfer Services Inc., as transfer agent and registrar for the Common Stock, to reserve such shares for issuance accordingly and to take all such actions as may be necessary to ensure that a sufficient number of shares of Common Stock are at all times reserved for such purposes. The Board further confirms that the authorized but unissued shares of Common Stock are sufficient to satisfy such reservation requirements as of the date hereof.

10. Establishment of Pricing Committee

RESOLVED, that the Board hereby establishes a Pricing Committee (the "Pricing Committee") consisting of the following individuals:

(i) Marcus Harding, Chief Executive Officer; and

(ii) Priya Nandakumar, Chief Financial Officer,

and hereby delegates to the Pricing Committee, acting by unanimous consent of both of its members, the full power and authority of the Board to determine the final pricing terms of the Notes and the Capped Call Transactions, including, without limitation, the authority to determine:

(a) the reference price for the Common Stock and the pricing date for the Offering;

(b) the initial conversion rate and the initial conversion price of the Notes, and the resulting conversion premium;

(d) the Cap Price for the Capped Call Transactions;

(e) the aggregate cost of the Capped Call Transactions and the allocation thereof between the Capped Call Counterparties;

(f) the allocation of the initial purchasers' discount among the Initial Purchasers;

(g) the final principal amount of the base offering (up to $250,000,000) and the amount of the Over-Allotment Option (up to $37,500,000);

(h) the timing and manner of the closing of the Offering and the settlement of the Capped Call Transactions;

(i) the make-whole fundamental change table to be set forth in the Indenture;

(j) the number of shares of Common Stock to be reserved for issuance upon conversion of the Notes; and

(k) any other economic terms customarily determined at pricing in a transaction of this type.

RESOLVED FURTHER, that the Pricing Committee shall exercise the authority delegated hereby promptly following the pricing of the Offering, and shall memorialize its determinations in a written action of the Pricing Committee, which action shall be filed with the records of the Company and attached as an exhibit to these resolutions. The authority delegated to the Pricing Committee herein shall expire at 11:59 p.m. (Eastern Time) on June 2, 2023, unless the Offering has been priced and the Pricing Committee has taken action prior to such time.

11. Authorization of Officers to Execute Documents

RESOLVED, that Marcus Harding (Chief Executive Officer), Priya Nandakumar (Chief Financial Officer), David Shih (General Counsel and Corporate Secretary), and Rachel Fontaine (Treasurer) (each, an "Authorized Officer," and collectively, the "Authorized Officers"), acting alone or together, be, and each of them hereby is, authorized, empowered, and directed to negotiate, execute, and deliver, on behalf of the Company and under its corporate seal or otherwise, each of the following agreements, instruments, and documents (collectively, the "Transaction Documents"), in each case with such changes, modifications, and amendments as the Authorized Officer executing the same shall approve (the execution thereof to be conclusive evidence of such approval):

(a) the Indenture, between the Company and Broadmere Trust Company, National Association, as Trustee;

(b) the Notes, in global form;

(d) the 2002 ISDA Master Agreement (including schedule) and related Capped Call Confirmation with Ridgepoint Capital Markets LLC;

(e) the 2002 ISDA Master Agreement (including schedule) and related Capped Call Confirmation with Northvane Financial Products LP;

(f) the Limited Consent and Waiver under the Revolving Credit Facility;

(g) the DTC Letter of Representations, between the Company and DTC;

(h) the instruction letter to the Trustee in connection with the authentication and delivery of the Notes;

(i) the supplemental listing application to The Nasdaq Stock Market LLC;

(j) any cross-receipt or settlement instructions in connection with the closing of the Offering; and

(k) any and all other agreements, certificates, instruments, documents, and writings contemplated by the foregoing resolutions or necessary or desirable to consummate the transactions authorized hereby.

12. Officers' Certificates and Closing Deliverables

RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to execute and deliver, on behalf of the Company, each of the following certificates and closing deliverables in connection with the transactions contemplated by these resolutions:

(a) the Officers' Certificate to be delivered pursuant to Section 6(d) of the Purchase Agreement, certifying as to the accuracy of the Company's representations and warranties, the performance of the Company's covenants, and such other matters as may be required thereunder;

(b) the Officers' Certificate to be delivered to the Trustee in connection with the authentication and delivery of the Notes pursuant to the Indenture, certifying as to compliance with the conditions to issuance set forth therein;

(c) the Secretary's Certificate (to be executed by David Shih, as Corporate Secretary), certifying as to (i) the Company's Restated Certificate of Incorporation, as amended, (ii) the Company's Amended and Restated Bylaws, as currently in effect, (iii) these Board Resolutions, (iv) the Pricing Committee Resolutions, (v) the incumbency and specimen signatures of the Authorized Officers, and (vi) such other matters as may be reasonably requested by the Initial Purchasers, the Trustee, or counsel; and

(d) any and all other certificates, notices, directions, instructions, or closing deliverables required or contemplated in connection with the transactions authorized by these resolutions, including any bring-down certificates, tax certificates, or compliance certificates.

13. Engagement of Advisors

RESOLVED, that the Board hereby ratifies, confirms, and approves the engagement of Calderwood & Harkness LLP as the Company's outside legal counsel in connection with the transactions contemplated by these resolutions (C&H Matter No. 1014-00001), at fees estimated to be capped at $1,850,000 (exclusive of disbursements), plus estimated disbursements of approximately $45,000, and the Authorized Officers are hereby authorized to execute and deliver any engagement letters or fee agreements in connection therewith. The Board further authorizes the Company to pay all fees and expenses of: (i) Broadmere Trust Company, National Association, as Trustee, in connection with the Indenture and the Notes, including acceptance fees, annual fees, and transaction fees as set forth in the Trustee's fee letter; and (ii) Aldgate & Finch LLP, as the Company's independent registered public accounting firm, in connection with the preparation and delivery of the comfort letter (and any bring-down comfort letter) to the Initial Purchasers, and the provision of any related consent, review, or other professional services. All such fees and expenses shall be paid from the Company's general corporate funds or from the proceeds of the Offering as contemplated herein.

14. SEC Filings and Regulatory Matters

RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to make, or cause to be made, all filings, reports, disclosures, and notifications required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, in connection with the transactions authorized by these resolutions, including, without limitation:

(a) the preparation and filing of a Current Report on Form 8-K with the SEC, disclosing the Offering, the terms of the Notes, the Capped Call Transactions, and such other matters as may be required or appropriate under Items 1.01, 2.03, 3.02, and/or 8.01 of Form 8-K;

(b) the preparation and filing of any amendments to the Company's periodic reports, including Forms 10-Q and 10-K, as may be necessary to reflect the transactions authorized hereby;

(c) any filings or notifications required by the Commodity Futures Trading Commission (the "CFTC") or any self-regulatory organization in connection with the Capped Call Transactions;

(d) any filings or notifications required by Nasdaq in connection with the issuance of the Notes and the listing of the underlying shares of Common Stock; and

(e) any other filings, reports, disclosures, or notifications required by the SEC, the CFTC, Nasdaq, or any other applicable federal, state, or foreign regulatory body in connection with the transactions authorized hereby.

15. General Authority

RESOLVED, that the Authorized Officers, acting alone or together, be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to take any and all such further actions, to execute and deliver any and all such further agreements, instruments, certificates, and documents, and to pay all such fees, costs, and expenses (including filing fees, recording fees, transfer taxes, and similar charges) as any such Authorized Officer shall deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated thereby, the taking of any such action, the execution and delivery of any such agreement, instrument, certificate, or document, and the payment of any such fee, cost, or expense to be conclusive evidence that the same is authorized by, and within the scope of, these resolutions. Without limiting the generality of the foregoing, the Authorized Officers are hereby authorized to appoint any one or more of them, or any other officer or employee of the Company, as the Company's authorized representative for purposes of any of the foregoing matters.

16. Ratification of Prior Acts

RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or representative of the Company, in the name of or on behalf of the Company, in connection with any of the transactions or matters contemplated by the foregoing resolutions, including the negotiation of the terms of the Notes, the Indenture, the Purchase Agreement, the Capped Call Documents, the Limited Consent and Waiver, and the engagement of legal counsel, financial advisors, and other professional service providers, are hereby ratified, confirmed, approved, and adopted in all respects as the actions of the Company, duly authorized by these resolutions.

UNANIMOUS WRITTEN CONSENT

The undersigned, being all of the members of the Board of Directors of Optiwave Semiconductor Corp., a Delaware corporation, hereby consent to and adopt the foregoing resolutions, effective as of May 19, 2023. This unanimous written consent is adopted in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.12 of the Company's Amended and Restated Bylaws.

This unanimous written consent may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Delivery of an executed signature page to this consent by facsimile, electronic mail (including .pdf format), or other means of electronic transmission shall be effective as delivery of an original executed signature page.

This consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall have the same force and effect as a vote of the Board at a duly convened meeting.

[Signature pages follow]

SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF OPTIWAVE SEMICONDUCTOR CORP.

________________________________________

Dr. Evelyn Matsuda Chair of the Board (Independent Director)

Date: May 19, 2023

________________________________________

Marcus Harding Director and Chief Executive Officer

Date: May 19, 2023

________________________________________

Thomas Reinhardt Director (Independent)

Date: May 19, 2023

________________________________________

Linda Vasquez-Park Director (Independent)

Date: May 19, 2023

________________________________________

Dr. Samuel Otieno Director (Independent)

Date: May 19, 2023

________________________________________

Margaret Cho-Hendricks Director (Independent)

Date: May 19, 2023

________________________________________

James Whitaker Director (Independent)

Date: May 19, 2023

ATTESTATION OF CORPORATE SECRETARY

I, David Shih, the duly appointed General Counsel and Corporate Secretary of Optiwave Semiconductor Corp., a Delaware corporation, do hereby certify that the foregoing resolutions were duly adopted by the unanimous written consent of all members of the Board of Directors of the Company, effective as of May 19, 2023, in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.12 of the Company's Amended and Restated Bylaws, and that such resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.

I further certify that the persons whose names appear on the signature pages above constitute all of the duly elected and qualified members of the Board of Directors of the Company as of May 19, 2023, and that each such person has duly executed this unanimous written consent.

IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of the date set forth below.

________________________________________

David Shih General Counsel and Corporate Secretary Optiwave Semiconductor Corp.

Date: May 19, 2023

[Corporate Seal]

RESOLUTIONS OF THE BOARD OF DIRECTORS OF OPTIWAVE SEMICONDUCTOR CORP.
Adopted by Unanimous Written Consent Effective as of May 19, 2023
The undersigned, being all of the members of the Board of Directors (the "Board") of Optiwave Semiconductor Corp., a Delaware corporation (the "Company"), acting pursuant to Section 141(f) of the Delaware General Corporation Law (the "DGCL") and Article III, Section 3.12 of the Company's Amended and Restated Bylaws, as currently in effect, do hereby adopt the following resolutions by unanimous written consent in lieu of a special meeting of the Board. These resolutions shall have the same force and effect as if adopted at a duly convened special meeting of the Board at which all directors were present and voting. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the applicable Transaction Documents (as defined below).
RECITALS
WHEREAS, the Company is a corporation duly organized and existing under the laws of the State of Delaware (File No. 5738291), with its principal executive offices located at 4800 Great America Parkway, Suite 1200, San Jose, California 95054, and its common stock, par value $0.001 per share (the "Common Stock"), is listed on The Nasdaq Global Select Market under the ticker symbol "OWS";
WHEREAS, the Board has determined that it is in the best interests of the Company and its stockholders for the Company to offer and sell, in a private placement to qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), up to $250,000,000 aggregate principal amount of the Company's 2.75% Convertible Senior Notes due 2028 (the "Notes"), together with an option for the initial purchasers to purchase up to an additional $37,500,000 aggregate principal amount of Notes (the "Over-Allotment Option"), for a total aggregate principal amount of up to $287,500,000 (the "Offering");
WHEREAS, the Notes will be issued pursuant to an Indenture (the "Indenture") to be entered into between the Company and Broadmere Trust Company, National Association, a national banking association, as trustee, paying agent, conversion agent, and registrar (the "Trustee");
WHEREAS, the Company proposes to enter into a Purchase Agreement (the "Purchase Agreement") with Ridgepoint Capital Markets LLC ("Ridgepoint"), as representative of the several initial purchasers named therein, together with Harborstone Securities Inc. ("Harborstone") and Velthorn Zanthor & Co. ("Velthorn Zanthor," and together with Ridgepoint and Harborstone, the "Initial Purchasers"), pursuant to which the Initial Purchasers will purchase the Notes from the Company for resale to QIBs in reliance on the exemption from registration provided by Rule 144A under the Securities Act;
WHEREAS, in connection with the Offering and sale of the Notes, the Company proposes to enter into privately negotiated capped call transactions (the "Capped Call Transactions") with Ridgepoint Capital Markets LLC and Northvane Financial Products LP (each, a "Capped Call Counterparty" and, together, the "Capped Call Counterparties"), pursuant to 2002 ISDA Master Agreements (including schedules thereto) and related confirmations (collectively, the "Capped Call Documents"), which Capped Call Transactions are designed to offset potential dilution to the Company's Common Stock upon any conversion of the Notes and/or to offset any cash payments the Company would be required to make in excess of the aggregate principal amount of converted Notes upon any such conversion;
WHEREAS, the Company intends to use the net proceeds from the Offering to (i) fund the cost of the Capped Call Transactions, (ii) repay approximately $75,000,000 in outstanding borrowings under the Company's $300,000,000 senior secured revolving credit facility (the "Revolving Credit Facility") established pursuant to that certain Credit Agreement, dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among the Company, Crestline National Bank, N.A., as administrative agent (the "Administrative Agent"), and the lenders party thereto (the "Lenders"), and (iii) use the remainder for general corporate purposes, including working capital, potential acquisitions, and capital expenditures;
WHEREAS, the incurrence of the Notes as indebtedness of the Company requires the prior written consent of the Lenders under the Revolving Credit Facility pursuant to Section 7.01(b) of the Credit Agreement, which prohibits the incurrence of additional indebtedness in excess of certain thresholds absent the consent of the Required Lenders (as defined therein), and the Company intends to obtain a Limited Consent and Waiver (the "Limited Consent and Waiver") from Crestline National Bank, N.A., as Administrative Agent, and the requisite Lenders (including Piedmont Commerce Bank and Lakeshore Federal Credit Corp.) permitting such incurrence and classifying the Notes as Permitted Additional Indebtedness under the Credit Agreement;
WHEREAS, in connection with the Offering, the Company will prepare and distribute a Preliminary Offering Memorandum and a Final Offering Memorandum (each, an "Offering Memorandum," and together with any supplements or amendments thereto, the "Offering Documents") describing the terms of the Notes, the Capped Call Transactions, the Company's business, financial condition, and results of operations, and related matters, for distribution to prospective QIBs in connection with the Offering;
WHEREAS, in connection with the issuance of the Notes, the Company will file a supplemental listing application with The Nasdaq Stock Market LLC ("Nasdaq") for the shares of Common Stock issuable upon conversion of the Notes, in order to ensure such shares are approved for listing on The Nasdaq Global Select Market;
WHEREAS, Calderwood & Harkness LLP ("C&H") has been engaged as the Company's outside legal counsel in connection with the proposed transactions contemplated hereby, and Prescott Whitfield LLP has been engaged as counsel to the Initial Purchasers in connection with the Offering;
WHEREAS, the Board has reviewed and considered the terms and conditions of the proposed transactions described herein, including detailed presentations and analyses by the Company's Chief Financial Officer, Priya Nandakumar, and the Company's Treasurer, Rachel Fontaine, regarding the Company's capital structure, liquidity position, anticipated use of proceeds, and the financial terms of the Offering, the Capped Call Transactions, and the related repayment under the Revolving Credit Facility, and presentations by representatives of Ridgepoint regarding the market conditions for convertible notes offerings, comparable recent transactions, and indicative pricing and structural terms, and presentations by representatives of C&H regarding the legal structure of the proposed transactions, the applicable securities law exemptions, and the forms of the Transaction Documents, and the Board, after due consideration and deliberation, including discussion among the independent directors, has determined that the Offering and the other transactions described herein are advisable and in the best interests of the Company and its stockholders;
RESOLUTIONS
NOW, THEREFORE, BE IT RESOLVED, that the Board hereby adopts the following resolutions:
1. Authorization of the Convertible Notes
RESOLVED, that the Board hereby authorizes, approves, and directs the issuance and sale by the Company of up to $287,500,000 aggregate principal amount (inclusive of the Over-Allotment Option) of the Company's 2.75% Convertible Senior Notes due 2028, in a private placement to QIBs in reliance on Section 4(a)(2) of the Securities Act and Rule 144A thereunder, with the following principal terms approved, in each case subject to finalization by the Pricing Committee established pursuant to Resolution 10 below:
(a) Principal Amount. Up to $250,000,000 aggregate principal amount in the base offering, plus up to an additional $37,500,000 aggregate principal amount pursuant to the Over-Allotment Option (representing a 15% greenshoe), for a maximum total aggregate principal amount of $287,500,000.
(b) Interest Rate. The Notes shall bear interest at a rate of 2.75% per annum (subject to adjustment by the Pricing Committee within the range specified in Resolution 10 below), payable semi-annually in arrears on June 1 and December 1 of each year, commencing December 1, 2023.
(c) Maturity Date. The Notes shall mature on June 1, 2028, unless earlier converted, redeemed, or repurchased in accordance with the terms of the Indenture.
(d) Conversion Rights. The Notes shall be convertible into shares of Common Stock at an initial conversion rate to be determined by the Pricing Committee, subject to customary anti-dilution adjustments as set forth in the Indenture (including adjustments for stock dividends, stock splits, certain distributions, tender offers, and exchange offers), with the Company having the right to elect to settle conversions in cash, shares of Common Stock, or a combination thereof (net share settlement). The initial conversion price shall represent a premium to the reference price as determined by the Pricing Committee.
(e) Optional Redemption. The Notes shall not be redeemable by the Company prior to June 6, 2026. On or after June 6, 2026, the Company may redeem all or any portion of the Notes (in minimum principal amounts of $1,000) for cash if the last reported sale price of the Common Stock has exceeded 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. The redemption price shall be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
(f) Fundamental Change Put Right. Holders of the Notes shall have the right to require the Company to repurchase their Notes upon the occurrence of a Fundamental Change (as defined in the Indenture), at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the Fundamental Change repurchase date.
(g) Make-Whole Fundamental Change Adjustment. Upon the occurrence of a Make-Whole Fundamental Change (as defined in the Indenture), the conversion rate shall be increased for Notes that are converted during the applicable period following such Make-Whole Fundamental Change, in accordance with a customary make-whole table to be set forth in the Indenture, which table shall be determined by the Pricing Committee.
(h) Form and Denomination. The Notes shall be issued in fully registered form in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof, in global form, deposited with the Trustee as custodian for The Depository Trust Company ("DTC"), and registered in the name of Cede & Co., as nominee of DTC.
(i) Securities Law Exemption. The offer and sale of the Notes shall be made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 144A thereunder, and the Notes shall bear a restrictive legend as set forth in the Indenture and the form of Note.
(j) Governing Law. The Notes and the Indenture shall be governed by and construed in accordance with the laws of the State of New York.
(k) Registration Rights. The Company does not intend to, and shall not be obligated to, file a registration statement with the Securities and Exchange Commission (the "SEC") under the Securities Act for the resale of the Notes or the shares of Common Stock issuable upon conversion of the Notes. The Notes and the underlying shares of Common Stock will constitute "restricted securities" within the meaning of Rule 144 under the Securities Act.
RESOLVED FURTHER, that the terms of the Notes, including the form of Note attached as an exhibit to the Indenture, are hereby approved in substantially the form reviewed by the Board, with such changes, modifications, and amendments as the Authorized Officers (as defined below) executing the same shall approve, the execution thereof to be conclusive evidence of such approval.
2. Authorization of the Indenture
RESOLVED, that the Board hereby authorizes and approves the execution, delivery, and performance by the Company of the Indenture, to be entered into between the Company and Broadmere Trust Company, National Association, as Trustee, substantially in the form presented to and reviewed by the Board at or prior to the date hereof (with such changes, modifications, and amendments thereto as may be approved by the officers of the Company executing the same, the execution thereof to be conclusive evidence of such approval). The Board further authorizes and confirms that the Trustee shall serve as trustee, paying agent, registrar, and conversion agent under the Indenture, and approves the fees and expenses of the Trustee as set forth in a separate fee letter between the Company and the Trustee. The Indenture shall set forth the terms of the Notes, the obligations of the Company thereunder, the rights and remedies of the holders of the Notes and the Trustee, and the covenants and other provisions governing the Notes, all as more fully described therein.
3. Authorization of the Purchase Agreement
RESOLVED, that the Board hereby authorizes and approves the execution, delivery, and performance by the Company of the Purchase Agreement, to be entered into among the Company and Ridgepoint Capital Markets LLC, as representative of the several Initial Purchasers, together with Harborstone Securities Inc. and Velthorn Zanthor & Co., as Initial Purchasers, substantially in the form presented to and reviewed by the Board at or prior to the date hereof, providing for, among other things:
(a) the purchase by the Initial Purchasers of $250,000,000 aggregate principal amount of Notes in the base offering;
(b) the grant by the Company to the Initial Purchasers of the Over-Allotment Option to purchase up to an additional $37,500,000 aggregate principal amount of Notes, exercisable in whole or in part within a 13-day period from, and including, the date of the pricing of the Notes;
(c) an initial purchasers' discount of 2.00% of the aggregate principal amount of Notes purchased by the Initial Purchasers (i.e., $5,000,000 in respect of the base offering and up to an additional $750,000 in respect of the Over-Allotment Option, if exercised in full);
(d) a structuring fee of 0.25% of the base principal amount, in the amount of $625,000, payable solely to Ridgepoint Capital Markets LLC;
(e) customary representations, warranties, and covenants of the Company, including representations relating to the accuracy of the Offering Memorandum, compliance with applicable securities laws, and the Company's financial statements;
(f) customary indemnification and contribution provisions for the benefit of the Initial Purchasers; and
(g) customary conditions to closing, including delivery of legal opinions, comfort letters, and officers' certificates.
The Purchase Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Board further authorizes the allocation of the initial purchasers' discount among the Initial Purchasers as may be agreed upon by the Company and Ridgepoint, as representative, or as may be determined by the Pricing Committee.
4. Authorization of the Capped Call Transactions
RESOLVED, that the Board hereby authorizes and approves the Company's entry into the Capped Call Transactions with the Capped Call Counterparties on the following terms (subject to finalization by the Pricing Committee as described in Resolution 10 below):
(a) Counterparties and Allocation. The Capped Call Transactions shall be entered into with Ridgepoint Capital Markets LLC, which shall be allocated 60% of the aggregate notional amount, and Northvane Financial Products LP, which shall be allocated 40% of the aggregate notional amount.
(b) Documentation. The Capped Call Transactions shall be documented pursuant to separate 2002 ISDA Master Agreements (including schedules thereto) and related Confirmations between the Company and each Capped Call Counterparty, in each case governed by the laws of the State of New York. The forms of such agreements and confirmations have been reviewed by the Board.
(c) Lower Strike Price. The lower strike price of the Capped Call Transactions shall be equal to the initial conversion price of the Notes, as determined by the Pricing Committee.
(d) Upper Strike Price (Cap Price). The upper strike price (the "Cap Price") of the Capped Call Transactions shall be determined by the Pricing Committee, and is expected to represent approximately a 50% premium over the reference price of the Common Stock on the pricing date of the Notes (such reference price being the last reported sale price of the Common Stock on the pricing date, or such other reference price as may be determined by the Pricing Committee in consultation with the Initial Purchasers).
(e) Aggregate Cost. The aggregate cost of the Capped Call Transactions shall be determined by the Pricing Committee, and is expected to be approximately $28,750,000, to be funded from the net proceeds of the Offering.
(f) Expiration. The Capped Call Transactions shall expire on June 1, 2028, matching the maturity date of the Notes, subject to earlier exercise upon conversion of the Notes or earlier termination in accordance with the terms of the Capped Call Documents.
(g) Purpose and Effect. The purpose of the Capped Call Transactions is to offset potential dilution to the Common Stock upon any conversion of the Notes and/or to offset any cash payments the Company would be required to make in excess of the aggregate principal amount of converted Notes upon any such conversion, subject to the Cap Price. The Capped Call Transactions are expected to effectively increase the conversion premium of the Notes from the perspective of the Company's stockholders.
RESOLVED FURTHER, that the Authorized Officers are hereby authorized to negotiate the final terms of the Capped Call Documents, including the economic terms to be determined by the Pricing Committee, and to execute and deliver the same on behalf of the Company.
5. Authorization of Offering Memorandum
RESOLVED, that the Board hereby authorizes and directs the officers of the Company to prepare, or cause to be prepared, the Preliminary Offering Memorandum and the Final Offering Memorandum, in each case containing a description of the terms of the Notes, the Capped Call Transactions, the Company's business, financial condition, results of operations, risk factors, and such other information as may be required or appropriate for distribution to prospective QIBs in connection with the Offering. The Board further authorizes and directs the Authorized Officers to approve the final form of each Offering Memorandum and any supplements or amendments thereto for distribution to prospective QIBs, and to make such changes, additions, deletions, and supplements to the Offering Documents as the Authorized Officers executing or approving the same shall deem necessary, appropriate, or advisable. The Board acknowledges that the Offering Memorandum will contain customary legends stating that the Notes have not been registered under the Securities Act and may not be offered or sold except in compliance with the registration requirements of the Securities Act or pursuant to an applicable exemption therefrom.
6. Use of Proceeds
RESOLVED, that the Board hereby approves the following use of the net proceeds from the Offering:
(a) Capped Call Transactions. The payment of the cost of the Capped Call Transactions, currently estimated to be approximately $28,750,000 (subject to adjustment based on the final terms determined by the Pricing Committee and actual market conditions at the time of pricing).
(b) Revolving Credit Facility Repayment. The repayment of $75,000,000 in outstanding borrowings under the Revolving Credit Facility with Crestline National Bank, N.A., as Administrative Agent, which repayment shall reduce the aggregate outstanding principal balance under the Revolving Credit Facility and restore a corresponding amount of availability thereunder.
(c) General Corporate Purposes. The use of the remainder of the net proceeds, estimated to be approximately $251,800,000 (after deduction of the initial purchasers' discount of approximately $5,000,000 (based on the base offering amount), the structuring fee of $625,000, the estimated cost of the Capped Call Transactions of $28,750,000, and estimated offering expenses of approximately $1,200,000, including legal fees, Trustee fees, accounting fees, printing costs, and other customary transaction expenses), for general corporate purposes, including working capital, potential strategic acquisitions and investments, research and development, and capital expenditures.
RESOLVED FURTHER, that the Authorized Officers are hereby authorized to determine the final allocation and timing of the use of net proceeds from the Offering, consistent with the foregoing approved uses, and to make such adjustments thereto as they shall deem necessary or appropriate in light of actual Offering proceeds and market conditions.
7. Authorization to Obtain Credit Facility Consent
RESOLVED, that the Board hereby authorizes the Authorized Officers to negotiate, execute, and deliver, on behalf of the Company, the Limited Consent and Waiver under the Revolving Credit Facility with Crestline National Bank, N.A., as Administrative Agent, and the Lenders party thereto (including Piedmont Commerce Bank and Lakeshore Federal Credit Corp.), in such form as the Authorized Officers shall approve, to permit the incurrence of the indebtedness represented by the Notes as Permitted Additional Indebtedness under Section 7.01(b) of the Credit Agreement, and to take all such actions and execute all such documents, instruments, and certificates as may be necessary or appropriate in connection therewith, including the payment of any consent fees, amendment fees, or other customary fees required by the Administrative Agent or the Lenders in connection with the Limited Consent and Waiver.
8. Nasdaq Supplemental Listing Application
RESOLVED, that the Board hereby authorizes and directs the Authorized Officers, in consultation with C&H, to prepare and file a supplemental listing application with The Nasdaq Stock Market LLC for the listing on The Nasdaq Global Select Market of up to approximately 3,042,325 shares of Common Stock issuable upon conversion of the Notes (including shares of Common Stock issuable upon conversion of Notes issued pursuant to the Over-Allotment Option), based on the initial conversion rate expected to be established by the Pricing Committee, together with such additional shares of Common Stock as may become issuable upon conversion of the Notes pursuant to make-whole fundamental change adjustments or customary anti-dilution adjustments under the Indenture, and to take all such further actions as may be necessary or appropriate to obtain the approval of Nasdaq for the listing of such shares, including the provision of all required notices, certifications, and supporting documentation to Nasdaq.
9. Reservation of Shares
RESOLVED, that the Board hereby authorizes and directs the Authorized Officers to reserve for issuance out of the Company's authorized but unissued shares of Common Stock a sufficient number of shares to satisfy the Company's obligations to deliver shares of Common Stock upon conversion of all outstanding Notes (including Notes issuable upon exercise of the Over-Allotment Option), taking into account the potential increase in the number of shares issuable upon conversion of the Notes pursuant to make-whole fundamental change adjustments and customary anti-dilution adjustments under the Indenture, and to instruct Clearwater Transfer Services Inc., as transfer agent and registrar for the Common Stock, to reserve such shares for issuance accordingly and to take all such actions as may be necessary to ensure that a sufficient number of shares of Common Stock are at all times reserved for such purposes. The Board further confirms that the authorized but unissued shares of Common Stock are sufficient to satisfy such reservation requirements as of the date hereof.
10. Establishment of Pricing Committee
RESOLVED, that the Board hereby establishes a Pricing Committee (the "Pricing Committee") consisting of the following individuals:
(i) Marcus Harding, Chief Executive Officer; and
(ii) Priya Nandakumar, Chief Financial Officer,
and hereby delegates to the Pricing Committee, acting by unanimous consent of both of its members, the full power and authority of the Board to determine the final pricing terms of the Notes and the Capped Call Transactions, including, without limitation, the authority to determine:
(a) the reference price for the Common Stock and the pricing date for the Offering;
(b) the initial conversion rate and the initial conversion price of the Notes, and the resulting conversion premium;
(c) the coupon rate for the Notes, within the range of 2.50% to 3.00% per annum;
(d) the Cap Price for the Capped Call Transactions;
(e) the aggregate cost of the Capped Call Transactions and the allocation thereof between the Capped Call Counterparties;
(f) the allocation of the initial purchasers' discount among the Initial Purchasers;
(g) the final principal amount of the base offering (up to $250,000,000) and the amount of the Over-Allotment Option (up to $37,500,000);
(h) the timing and manner of the closing of the Offering and the settlement of the Capped Call Transactions;
(i) the make-whole fundamental change table to be set forth in the Indenture;
(j) the number of shares of Common Stock to be reserved for issuance upon conversion of the Notes; and
(k) any other economic terms customarily determined at pricing in a transaction of this type.
RESOLVED FURTHER, that the Pricing Committee shall exercise the authority delegated hereby promptly following the pricing of the Offering, and shall memorialize its determinations in a written action of the Pricing Committee, which action shall be filed with the records of the Company and attached as an exhibit to these resolutions. The authority delegated to the Pricing Committee herein shall expire at 11:59 p.m. (Eastern Time) on June 2, 2023, unless the Offering has been priced and the Pricing Committee has taken action prior to such time.
11. Authorization of Officers to Execute Documents
RESOLVED, that Marcus Harding (Chief Executive Officer), Priya Nandakumar (Chief Financial Officer), David Shih (General Counsel and Corporate Secretary), and Rachel Fontaine (Treasurer) (each, an "Authorized Officer," and collectively, the "Authorized Officers"), acting alone or together, be, and each of them hereby is, authorized, empowered, and directed to negotiate, execute, and deliver, on behalf of the Company and under its corporate seal or otherwise, each of the following agreements, instruments, and documents (collectively, the "Transaction Documents"), in each case with such changes, modifications, and amendments as the Authorized Officer executing the same shall approve (the execution thereof to be conclusive evidence of such approval):
(a) the Indenture, between the Company and Broadmere Trust Company, National Association, as Trustee;
(b) the Notes, in global form;
(c) the Purchase Agreement, among the Company and the Initial Purchasers;
(d) the 2002 ISDA Master Agreement (including schedule) and related Capped Call Confirmation with Ridgepoint Capital Markets LLC;
(e) the 2002 ISDA Master Agreement (including schedule) and related Capped Call Confirmation with Northvane Financial Products LP;
(f) the Limited Consent and Waiver under the Revolving Credit Facility;
(g) the DTC Letter of Representations, between the Company and DTC;
(h) the instruction letter to the Trustee in connection with the authentication and delivery of the Notes;
(i) the supplemental listing application to The Nasdaq Stock Market LLC;
(j) any cross-receipt or settlement instructions in connection with the closing of the Offering; and
(k) any and all other agreements, certificates, instruments, documents, and writings contemplated by the foregoing resolutions or necessary or desirable to consummate the transactions authorized hereby.
12. Officers' Certificates and Closing Deliverables
RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to execute and deliver, on behalf of the Company, each of the following certificates and closing deliverables in connection with the transactions contemplated by these resolutions:
(a) the Officers' Certificate to be delivered pursuant to Section 6(d) of the Purchase Agreement, certifying as to the accuracy of the Company's representations and warranties, the performance of the Company's covenants, and such other matters as may be required thereunder;
(b) the Officers' Certificate to be delivered to the Trustee in connection with the authentication and delivery of the Notes pursuant to the Indenture, certifying as to compliance with the conditions to issuance set forth therein;
(c) the Secretary's Certificate (to be executed by David Shih, as Corporate Secretary), certifying as to (i) the Company's Restated Certificate of Incorporation, as amended, (ii) the Company's Amended and Restated Bylaws, as currently in effect, (iii) these Board Resolutions, (iv) the Pricing Committee Resolutions, (v) the incumbency and specimen signatures of the Authorized Officers, and (vi) such other matters as may be reasonably requested by the Initial Purchasers, the Trustee, or counsel; and
(d) any and all other certificates, notices, directions, instructions, or closing deliverables required or contemplated in connection with the transactions authorized by these resolutions, including any bring-down certificates, tax certificates, or compliance certificates.
13. Engagement of Advisors
RESOLVED, that the Board hereby ratifies, confirms, and approves the engagement of Calderwood & Harkness LLP as the Company's outside legal counsel in connection with the transactions contemplated by these resolutions (C&H Matter No. 1014-00001), at fees estimated to be capped at $1,850,000 (exclusive of disbursements), plus estimated disbursements of approximately $45,000, and the Authorized Officers are hereby authorized to execute and deliver any engagement letters or fee agreements in connection therewith. The Board further authorizes the Company to pay all fees and expenses of: (i) Broadmere Trust Company, National Association, as Trustee, in connection with the Indenture and the Notes, including acceptance fees, annual fees, and transaction fees as set forth in the Trustee's fee letter; and (ii) Aldgate & Finch LLP, as the Company's independent registered public accounting firm, in connection with the preparation and delivery of the comfort letter (and any bring-down comfort letter) to the Initial Purchasers, and the provision of any related consent, review, or other professional services. All such fees and expenses shall be paid from the Company's general corporate funds or from the proceeds of the Offering as contemplated herein.
14. SEC Filings and Regulatory Matters
RESOLVED, that the Authorized Officers are hereby authorized, empowered, and directed to make, or cause to be made, all filings, reports, disclosures, and notifications required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, in connection with the transactions authorized by these resolutions, including, without limitation:
(a) the preparation and filing of a Current Report on Form 8-K with the SEC, disclosing the Offering, the terms of the Notes, the Capped Call Transactions, and such other matters as may be required or appropriate under Items 1.01, 2.03, 3.02, and/or 8.01 of Form 8-K;
(b) the preparation and filing of any amendments to the Company's periodic reports, including Forms 10-Q and 10-K, as may be necessary to reflect the transactions authorized hereby;
(c) any filings or notifications required by the Commodity Futures Trading Commission (the "CFTC") or any self-regulatory organization in connection with the Capped Call Transactions;
(d) any filings or notifications required by Nasdaq in connection with the issuance of the Notes and the listing of the underlying shares of Common Stock; and
(e) any other filings, reports, disclosures, or notifications required by the SEC, the CFTC, Nasdaq, or any other applicable federal, state, or foreign regulatory body in connection with the transactions authorized hereby.
15. General Authority
RESOLVED, that the Authorized Officers, acting alone or together, be, and each of them hereby is, authorized, empowered, and directed, in the name and on behalf of the Company, to take any and all such further actions, to execute and deliver any and all such further agreements, instruments, certificates, and documents, and to pay all such fees, costs, and expenses (including filing fees, recording fees, transfer taxes, and similar charges) as any such Authorized Officer shall deem necessary, appropriate, or advisable to carry out the intent and purposes of the foregoing resolutions and to consummate the transactions contemplated thereby, the taking of any such action, the execution and delivery of any such agreement, instrument, certificate, or document, and the payment of any such fee, cost, or expense to be conclusive evidence that the same is authorized by, and within the scope of, these resolutions. Without limiting the generality of the foregoing, the Authorized Officers are hereby authorized to appoint any one or more of them, or any other officer or employee of the Company, as the Company's authorized representative for purposes of any of the foregoing matters.
16. Ratification of Prior Acts
RESOLVED, that all actions heretofore taken by any officer, director, employee, agent, or representative of the Company, in the name of or on behalf of the Company, in connection with any of the transactions or matters contemplated by the foregoing resolutions, including the negotiation of the terms of the Notes, the Indenture, the Purchase Agreement, the Capped Call Documents, the Limited Consent and Waiver, and the engagement of legal counsel, financial advisors, and other professional service providers, are hereby ratified, confirmed, approved, and adopted in all respects as the actions of the Company, duly authorized by these resolutions.
UNANIMOUS WRITTEN CONSENT
The undersigned, being all of the members of the Board of Directors of Optiwave Semiconductor Corp., a Delaware corporation, hereby consent to and adopt the foregoing resolutions, effective as of May 19, 2023. This unanimous written consent is adopted in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.12 of the Company's Amended and Restated Bylaws.
This unanimous written consent may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. Delivery of an executed signature page to this consent by facsimile, electronic mail (including .pdf format), or other means of electronic transmission shall be effective as delivery of an original executed signature page.
This consent shall be filed with the minutes of the proceedings of the Board of Directors of the Company and shall have the same force and effect as a vote of the Board at a duly convened meeting.
[Signature pages follow]
SIGNATURE PAGE TO UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF OPTIWAVE SEMICONDUCTOR CORP.
________________________________________
Dr. Evelyn Matsuda Chair of the Board (Independent Director)
Date: May 19, 2023
________________________________________
Marcus Harding Director and Chief Executive Officer
Date: May 19, 2023
________________________________________
Thomas Reinhardt Director (Independent)
Date: May 19, 2023
________________________________________
Linda Vasquez-Park Director (Independent)
Date: May 19, 2023
________________________________________
Dr. Samuel Otieno Director (Independent)
Date: May 19, 2023
________________________________________
Margaret Cho-Hendricks Director (Independent)
Date: May 19, 2023
________________________________________
James Whitaker Director (Independent)
Date: May 19, 2023
ATTESTATION OF CORPORATE SECRETARY
I, David Shih, the duly appointed General Counsel and Corporate Secretary of Optiwave Semiconductor Corp., a Delaware corporation, do hereby certify that the foregoing resolutions were duly adopted by the unanimous written consent of all members of the Board of Directors of the Company, effective as of May 19, 2023, in accordance with Section 141(f) of the Delaware General Corporation Law and Article III, Section 3.12 of the Company's Amended and Restated Bylaws, and that such resolutions have not been amended, modified, rescinded, or revoked and remain in full force and effect as of the date hereof.
I further certify that the persons whose names appear on the signature pages above constitute all of the duly elected and qualified members of the Board of Directors of the Company as of May 19, 2023, and that each such person has duly executed this unanimous written consent.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the corporate seal of the Company as of the date set forth below.
________________________________________
David Shih General Counsel and Corporate Secretary Optiwave Semiconductor Corp.
Date: May 19, 2023
[Corporate Seal]

RESOLUTIONS OF THE BOARD OF DIRECTORS OF OPTIWAVE SEMICONDUCTOR CORP.

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RESOLUTIONS

UNANIMOUS WRITTEN CONSENT

ATTESTATION OF CORPORATE SECRETARY

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