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NORTHVANE FINANCIAL PRODUCTS LP 1 Liberty Plaza, 40th Floor New York, NY 10006

May 30, 2023

CONFIRMATION

Capped Call Transaction Reference: NVN-CC-2023-0530-OWS

To:

Optiwave Semiconductor Corp. 4800 Great America Parkway, Suite 1200 San Jose, CA 95054

Attention: Rachel Fontaine, Treasurer

EXECUTION VERSION

1. Preamble and General Terms

1.1 Introductory Paragraph

Dear Madam/Sir:

The purpose of this Confirmation is to confirm the terms and conditions of the Capped Call Transaction entered into between the parties on the Trade Date specified below (the "Transaction"). This Confirmation constitutes a "Confirmation" as referred to in the ISDA Master Agreement specified below.

This Confirmation evidences a complete and binding agreement between Northvane Financial Products LP, a Delaware limited partnership registered as a swap dealer with the Commodity Futures Trading Commission (the "CFTC") ("Dealer"), and Optiwave Semiconductor Corp., a Delaware corporation whose shares of common stock are listed on The Nasdaq Stock Market under the ticker symbol "OWS" ("Counterparty," and together with Dealer, the "parties" and each, a "party"), as to the terms of the Transaction to which this Confirmation relates. Each party agrees to be bound by the terms and conditions set forth herein.

1.2 ISDA Master Agreement Reference

This Confirmation supplements, forms part of, and is subject to the 2002 ISDA Master Agreement dated as of May 30, 2023, between Dealer and Counterparty (as the same may be amended, supplemented, or otherwise modified from time to time, the "Agreement"), and all provisions contained in the Agreement shall govern this Confirmation except as expressly modified herein. In the event of any inconsistency between the provisions of the Agreement and this Confirmation, this Confirmation shall govern for purposes of the Transaction to which it relates.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the "Equity Definitions"), as published by the International Swaps and Derivatives Association, Inc. ("ISDA"), are incorporated into this Confirmation. In addition, the definitions and provisions contained in the 2006 ISDA Definitions (as published by ISDA) (the "Swap Definitions") are incorporated into this Confirmation solely for purposes of defining certain terms used herein. In the event of any inconsistency among the Equity Definitions, the Swap Definitions, the Agreement, and this Confirmation, the following order of precedence shall apply: (i) this Confirmation; (ii) the Equity Definitions; (iii) the Swap Definitions; and (iv) the Agreement.

References herein to any "Section" shall be to a Section of this Confirmation, unless the context otherwise requires. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Agreement, the Equity Definitions, or the Swap Definitions, as applicable.

1.3 Relationship to Convertible Notes

The Transaction relates to the 2.75% Convertible Senior Notes due 2028 (the "Convertible Notes") issued by Counterparty pursuant to that certain Indenture dated as of May 30, 2023 (the "Indenture"), by and between Counterparty and Broadmere Trust Company, N.A., as trustee (the "Trustee"). The Convertible Notes have been issued in the aggregate principal amount of $287,500,000 (including $37,500,000 in aggregate principal amount issued pursuant to the exercise in full of the initial purchasers' over-allotment option). The CUSIP number for the Convertible Notes is 683742AA5, and the ISIN is US683742AA53.

This Transaction covers Dealer's allocation of 40% of the aggregate principal amount of the Convertible Notes, equal to a Notional Amount of $115,000,000 (representing 40% of the total aggregate principal amount of $287,500,000). The remaining 60% of the aggregate capped call transaction has been entered into by Counterparty with Ridgepoint Capital Markets LLC and/or other dealers in separate transactions, and Dealer shall have no obligations or liabilities under or in respect of any such other transactions.

2. Transaction Terms

2.1 General Terms

2.2 Shares and Share Information

For purposes of this Confirmation, "Shares" shall include any securities into which the Shares are reclassified or exchanged pursuant to any merger, consolidation, reorganization, or similar event, subject to the provisions of Section 5 hereof.

2.3 Option Terms — Number of Options, Notional, Strike Prices

The Premium shall be payable by Counterparty to Dealer on the Premium Payment Date in immediately available funds. For the avoidance of doubt, in no event shall the Premium be refundable to Counterparty.

2.4 Conversion Rate and Conversion Price Adjustments

The Number of Options, the Option Entitlement, the Strike Price, and the Cap Price shall each be subject to adjustment from time to time upon the occurrence of any event that results in an adjustment to the Conversion Rate or the Conversion Price of the Convertible Notes pursuant to the terms of the Indenture (each, an "Adjustment Event"). Upon the occurrence of any such Adjustment Event, the Calculation Agent shall make corresponding adjustments to the Number of Options, the Option Entitlement, the Strike Price, and the Cap Price (as applicable) in a manner that ensures that, after giving effect to such adjustments, the Transaction provides Counterparty with substantially the same economic effect as the Transaction provided prior to such Adjustment Event. The Calculation Agent shall be responsible for determining any such adjustments, acting in good faith and in a commercially reasonable manner, and shall promptly notify the parties of any adjustments made.

Without limiting the foregoing, the adjustments described in this Section 2.4 shall include, but not be limited to, adjustments resulting from stock splits, reverse stock splits, stock dividends, extraordinary dividends or other distributions (whether in cash, shares, or other property), rights offerings, spin-offs, reclassifications, and other events of a similar nature, all as further described in Annex A hereto.

For the avoidance of doubt, to the extent that the terms of the Indenture are amended, waived, or otherwise modified in a manner that would affect the Conversion Rate, the Conversion Price, or any related adjustment provisions, such amendment, waiver, or modification shall not give rise to any adjustment hereunder unless and until the Calculation Agent determines, in its commercially reasonable judgment, that a corresponding adjustment is warranted in order to preserve the intended economic effect of the Transaction.

3. Exercise and Settlement

3.1 Expiration

If the Expiration Date is not a Scheduled Trading Day, the Expiration Date shall be the immediately preceding Scheduled Trading Day. For the avoidance of doubt, Options may be exercised prior to the Expiration Date only pursuant to the automatic exercise provisions set forth in Section 3.2 below or as otherwise provided in this Confirmation.

3.2 Automatic Exercise

Each Option shall be deemed to be automatically exercised (without any action required on the part of either party) on each day during the relevant Settlement Averaging Period on which the corresponding Convertible Notes are converted by the holders thereof in accordance with the terms of the Indenture. The number of Options deemed exercised on any such day shall equal the number of $1,000 units of principal amount of Convertible Notes that are converted on such day, divided by the total number of trading days in the applicable Settlement Averaging Period, as determined by the Calculation Agent.

In addition, if any Convertible Notes remain outstanding on the Expiration Date, each remaining Option shall be deemed to be automatically exercised on the Expiration Date, subject to the condition that the Settlement Price exceeds the Strike Price on such date. If the Settlement Price does not exceed the Strike Price on the Expiration Date, the remaining Options shall expire worthless.

Exercise of the Options is linked to any conversion, redemption, or repurchase of the corresponding Convertible Notes. If Convertible Notes are redeemed by Counterparty pursuant to its optional redemption right under the Indenture, or repurchased by Counterparty upon a Fundamental Change under the Indenture, the corresponding Options shall be deemed exercised on the settlement date for such redemption or repurchase and shall settle in accordance with the provisions of this Section 3.

No Option may be exercised voluntarily by Counterparty other than as described in this Confirmation. Counterparty shall not have the right to exercise any Option independent of a conversion, redemption, or repurchase of the corresponding Convertible Notes, except to the extent provided in Section 6.2 hereof.

3.3 Settlement Method

Settlement Method Election: Applicable. The settlement method for the Transaction shall correspond to the settlement method elected or deemed elected by Counterparty with respect to the corresponding Convertible Notes pursuant to the terms of the Indenture, as follows:

(a) Net Share Settlement. If Counterparty elects (or is deemed to have elected) net share settlement under the Indenture (i.e., settlement in cash for the principal amount and in Shares for any conversion value in excess of the principal amount), the Transaction shall settle in accordance with such election. The number of Shares deliverable by Dealer to Counterparty shall be determined by the Calculation Agent based on the difference between the Settlement Price (subject to the Cap Price) and the Strike Price, multiplied by the applicable Option Entitlement.

(b) Cash Settlement. If Counterparty elects (or is deemed to have elected) full cash settlement under the Indenture (i.e., settlement of the entire conversion obligation in cash), the Transaction shall be settled in cash. The cash amount payable by Dealer to Counterparty shall be determined by the Calculation Agent based on the difference between the Settlement Price (subject to the Cap Price) and the Strike Price, multiplied by the applicable Option Entitlement and the applicable number of Options exercised.

(c) Combination Settlement. If Counterparty elects (or is deemed to have elected) combination settlement under the Indenture (i.e., a specified dollar amount per $1,000 principal amount in cash, with any excess in Shares), the Transaction shall settle in a combination of cash and Shares, in each case as determined by the Calculation Agent to correspond to the settlement method so elected by Counterparty.

Counterparty shall provide notice to Dealer of the settlement method elected (or deemed elected) under the Indenture no later than the date on which such election is communicated to the Trustee under the Indenture. Dealer shall not be obligated to settle the Transaction until it has received such notice.

3.4 Settlement Averaging Period

The Settlement Averaging Period applicable to the settlement of any exercised Options hereunder shall correspond to the "Observation Period" applicable to the conversion of the relevant Convertible Notes under the Indenture. During the Settlement Averaging Period, the Calculation Agent shall determine the Settlement Price by reference to the daily VWAP of the Shares on each Scheduled Trading Day during such period, as further described in Section 4.2 below.

If any day during the Settlement Averaging Period is a Disrupted Day, the provisions of Section 4.3 shall apply.

3.5 Capped Call Payout Mechanics

For each Option that is exercised (whether automatically or otherwise) hereunder, the payout to Counterparty shall be an amount (whether in cash, Shares, or a combination thereof, as determined pursuant to Section 3.3 above) equal to:

Option Entitlement × (min(Cap Price, Settlement Price) − Strike Price)

provided that such amount shall not be less than zero. In other words, the payout to Counterparty in respect of each exercised Option equals the excess, if any, of the lesser of (a) the Cap Price and (b) the Settlement Price, over the Strike Price, multiplied by the Option Entitlement applicable to such Option.

Economic Effect. The economic effect of the capped call payout is as follows: Counterparty receives value from the Transaction only when the per-Share price of the Shares during the Settlement Averaging Period is between the Strike Price ($94.50) and the Cap Price ($110.07). If the price of the Shares exceeds the Cap Price, the per-Option payout is capped at ($110.07 − $94.50) × 10.5820 = approximately $164.76 per $1,000 principal amount of Convertible Notes. If the price of the Shares is at or below the Strike Price, the Options expire worthless and no payout is owed by Dealer to Counterparty.

The net effect of the capped call, when combined with the economics of the Convertible Notes, is to raise the effective conversion price from approximately $94.50 per Share (the initial Conversion Price) to approximately $110.07 per Share (the Cap Price), thereby reducing the dilutive impact of conversions of the Convertible Notes on Counterparty's outstanding Shares within that price range.

For the avoidance of doubt, under no circumstances shall Dealer be required to pay or deliver value to Counterparty in excess of the capped call payout calculated in accordance with this Section 3.5, regardless of the price of the Shares.

4. Valuation

4.1 Valuation Time

For purposes of this Confirmation, "Valuation Date" means each Scheduled Trading Day during the Settlement Averaging Period applicable to an exercise of Options hereunder, subject to adjustment as provided in Section 4.3.

4.2 VWAP Pricing

The Settlement Price shall be determined by reference to the daily Rule 10b-18 volume-weighted average price per Share (the "Daily VWAP") as reported by Westmark Services Inc. (or, in the event Westmark Services Inc. is unavailable or the Calculation Agent determines in good faith that the Westmark Services Inc.-reported Daily VWAP is materially inaccurate, as determined by the Calculation Agent using commercially reasonable methods) for each Scheduled Trading Day during the relevant Settlement Averaging Period. The Settlement Price shall equal the arithmetic average of the Daily VWAPs for each Scheduled Trading Day during the Settlement Averaging Period, as determined by the Calculation Agent.

In the event that the Daily VWAP for any Scheduled Trading Day during the Settlement Averaging Period is unavailable or unreliable due to a Market Disruption Event or other disruption, the Calculation Agent shall determine the Daily VWAP for such day using the fallback provisions set forth in Section 4.3 below, acting in good faith and in a commercially reasonable manner.

4.3 Market Disruption Events

The provisions of Section 6.3 of the Equity Definitions shall apply to the Transaction, provided that:

(a) A "Market Disruption Event" shall mean any of the following: (i) an Exchange Disruption, (ii) an Early Closure, or (iii) a Trading Disruption, in each case as defined in the Equity Definitions, that the Calculation Agent determines is material at any time during the one-hour period that ends at the relevant Valuation Time on the relevant Scheduled Trading Day.

(b) If a Market Disruption Event occurs on any Scheduled Trading Day during the Settlement Averaging Period, such day shall be a "Disrupted Day." The Calculation Agent shall determine the Daily VWAP for such Disrupted Day based on the volume-weighted average price of the Shares during the portion of the regular trading session on such Disrupted Day for which trading in the Shares was not disrupted (or, if no such prices are available, based on the Calculation Agent's good faith estimate of the value of the Shares on such Disrupted Day).

(c) If a Disrupted Day occurs during the Settlement Averaging Period, the Settlement Averaging Period may be extended, at the election of the Calculation Agent, by the addition of one or more Scheduled Trading Days following the originally scheduled final day of the Settlement Averaging Period; provided that in no event shall the Settlement Averaging Period be extended by more than eight (8) Scheduled Trading Days beyond the originally scheduled final day of such period. If the Settlement Averaging Period has been extended by the maximum number of postponement days and such final postponed day is also a Disrupted Day, the Calculation Agent shall determine the Daily VWAP for such final postponed day using its good faith estimate of the value of the Shares on such day.

The Calculation Agent shall promptly notify the parties upon the occurrence of any Market Disruption Event and any determination made by the Calculation Agent in connection therewith.

5. Extraordinary Events

5.1 Merger Events

The provisions of Article 12 of the Equity Definitions shall apply to the Transaction, subject to the following modifications:

In making any Modified Calculation Agent Adjustment, the Calculation Agent shall take into account, and seek to mirror to the extent commercially practicable, any adjustments to the Conversion Rate, Conversion Price, or other terms of the Convertible Notes that are made under the Indenture as a result of any transaction that constitutes a "Fundamental Change" or a "Make-Whole Fundamental Change" (each as defined in the Indenture). The Calculation Agent shall act in good faith and in a commercially reasonable manner in making any such determination.

If the Calculation Agent determines that Cancellation and Payment is warranted, the Cancellation Amount shall be determined by the Calculation Agent in accordance with Section 12.7 of the Equity Definitions, using commercially reasonable procedures, and shall be payable by Dealer to Counterparty (if positive) or by Counterparty to Dealer (if negative), within five (5) Business Days following the determination thereof.

5.2 Make-Whole Fundamental Change Adjustments

If a "Make-Whole Fundamental Change" (as defined in the Indenture) occurs that results in an increase to the Conversion Rate pursuant to the make-whole provisions of the Indenture, the Calculation Agent shall make corresponding adjustments to the Option Entitlement and the Strike Price in a manner that reflects the economic effect of such increase to the Conversion Rate. Specifically:

(a) The Option Entitlement shall be increased by the same percentage as the Conversion Rate increase resulting from such Make-Whole Fundamental Change.

(b) The Strike Price shall be decreased correspondingly, such that the product of the Strike Price and the Option Entitlement remains consistent with the terms of the Indenture following such adjustment.

(c) The Cap Price shall not be adjusted solely as a result of a Make-Whole Fundamental Change increase to the Conversion Rate. For the avoidance of doubt, the Cap Price may still be subject to adjustment pursuant to other Adjustment Events described in Section 2.4 hereof and Annex A hereto.

The Calculation Agent shall make any such adjustments promptly following the determination of the applicable Conversion Rate increase under the Indenture and shall provide written notice to both parties of the adjusted Option Entitlement, Strike Price, and (if applicable) Cap Price.

5.3 Tender Offers

The provisions of Section 12.3 of the Equity Definitions shall apply to the Transaction. The consequence of a Tender Offer shall be Modified Calculation Agent Adjustment. The Calculation Agent shall, acting in good faith and in a commercially reasonable manner, adjust the terms of the Transaction to account for the dilutive or concentrative effect of such Tender Offer in a manner consistent with the adjustments (if any) made to the Conversion Rate under the Indenture. For purposes of the Equity Definitions, "Tender Offer" means a tender offer or exchange offer for Shares by any entity or person (other than an offer by Counterparty for its own Shares) that results in the offeror becoming the beneficial owner of more than 10% of the outstanding Shares.

5.4 Nationalization, Insolvency, and Delisting

In the event of Nationalization or Insolvency (each as defined in the Equity Definitions), the Transaction shall be terminated and the Cancellation Amount shall be determined and payable in accordance with Section 12.7 of the Equity Definitions.

Delisting. If the Shares cease to be listed or admitted to trading on The Nasdaq Stock Market (a "Delisting"), the following provisions shall apply:

(a) If, within thirty (30) calendar days following the Delisting, the Shares are listed or admitted to trading on another nationally recognized securities exchange in the United States (including the New York Stock Exchange or the NYSE American), such exchange shall be deemed the "Exchange" for purposes of this Confirmation, and no further adjustment shall be required.

(b) If the Shares are not so listed or admitted to trading on an alternative exchange within the thirty (30) calendar day period specified in clause (a) above, the consequence shall be Cancellation and Payment, and the Cancellation Amount shall be determined by the Calculation Agent using commercially reasonable procedures, taking into account the remaining time value of the Transaction.

5.5 Additional Disruption Events

Upon the occurrence of any applicable Additional Disruption Event, the Determining Party may elect to terminate the Transaction (in whole or in part), in which case Cancellation and Payment shall apply. The "Determining Party" for any Additional Disruption Event shall be Dealer. The Cancellation Amount shall be determined by the Calculation Agent using commercially reasonable procedures and shall be payable within five (5) Business Days of such determination. Dealer shall provide Counterparty with reasonable prior notice of any such termination and a written statement setting forth the Cancellation Amount and the basis for its determination.

6. Early Termination and Unwinding

6.1 Early Conversion or Redemption of Notes

If Convertible Notes corresponding to this Transaction are converted by the holders thereof, redeemed by Counterparty pursuant to its optional redemption right under the Indenture, or repurchased by Counterparty (whether upon a Fundamental Change, open market purchase, or otherwise) prior to the Expiration Date, the corresponding number of Options shall terminate and settle in accordance with the provisions of Section 3 hereof.

The optional redemption right under the Indenture provides that Counterparty may redeem the Convertible Notes, in whole or in part, on or after June 6, 2026, if the last reported sale price of the Shares exceeds 130% of the then-applicable Conversion Price 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 Counterparty provides notice of redemption. Based on the initial Conversion Price of $94.50, the 130% threshold equals $122.85 per Share. Upon any such optional redemption, the corresponding Options shall be exercised and settled as described herein.

For purposes of this Section 6.1, the "corresponding number of Options" that terminate in connection with any conversion, redemption, or repurchase of Convertible Notes shall be determined by the Calculation Agent on the basis of the aggregate principal amount of Convertible Notes so converted, redeemed, or repurchased, divided by $1,000, multiplied by 40% (reflecting Dealer's pro rata share of the aggregate capped call transaction); provided that the total number of Options terminated hereunder shall not exceed the then-outstanding Number of Options.

Counterparty shall provide Dealer with prompt written notice (and in any event no later than the Business Day immediately following such event) of any conversion, redemption, or repurchase of Convertible Notes, specifying the aggregate principal amount involved and the settlement method elected (or deemed elected) under the Indenture.

6.2 Counterparty's Optional Early Termination

Counterparty may terminate this Transaction, in whole or in part, upon not less than five (5) Business Days' prior written notice to Dealer, if no Convertible Notes remain outstanding (whether as a result of conversion, redemption, repurchase, maturity, or otherwise). The termination notice shall specify the number of Options to be terminated and the proposed termination date.

Upon any such early termination by Counterparty, Dealer shall pay to Counterparty the "Settlement Amount," which shall be determined by the Calculation Agent using commercially reasonable procedures, models, and inputs, taking into account (without limitation) the remaining time to expiration, the then-current market price of the Shares, prevailing interest rates, implied and historical volatility, and any other relevant market factors. The Settlement Amount, if positive, shall be payable by Dealer to Counterparty within five (5) Business Days following the determination thereof.

If the Settlement Amount as determined by the Calculation Agent is negative (i.e., if the fair value of the terminated Options is zero or less), no payment shall be due from either party in respect of such termination.

6.3 Dealer's Right to Terminate

Dealer may elect to terminate the Transaction, in whole or in part, upon the occurrence of (a) a Nationalization or Insolvency, or (b) any applicable Additional Disruption Event described in Section 5.5 hereof, in each case by providing written notice to Counterparty specifying the relevant event and the number of Options to be terminated. Upon any such termination, the Cancellation and Payment provisions described in Section 5.4 and Section 5.5, as applicable, shall apply.

Dealer shall exercise its termination right in good faith and in a commercially reasonable manner and shall provide Counterparty with a reasonably detailed written explanation of the basis for any Cancellation Amount determination.

7. Calculation Agent

The Calculation Agent shall act in good faith and in a commercially reasonable manner in making all calculations, adjustments, and determinations required under this Confirmation. The Calculation Agent shall promptly provide written notice to both parties of any material calculation, adjustment, or determination made hereunder, together with reasonable supporting detail.

Any dispute regarding a calculation, adjustment, or determination made by the Calculation Agent shall be resolved in accordance with the dispute resolution provisions of the Agreement. Without limiting the foregoing, if Counterparty disputes any determination made by the Calculation Agent, Counterparty may, at its expense, engage an independent nationally recognized dealer in equity derivative transactions (the "Independent Dealer") to review such determination. If the Independent Dealer's determination differs from the Calculation Agent's determination by more than 5%, the parties shall negotiate in good faith to resolve the discrepancy, and if no resolution is reached within ten (10) Business Days, the matter shall be resolved in accordance with the dispute resolution provisions of the Agreement.

Upon the occurrence of any of the following events, a successor Calculation Agent shall be appointed as an independent third party, selected by mutual agreement of the parties (or, if the parties are unable to agree, by a nationally recognized dealer in equity derivative transactions selected by the International Swaps and Derivatives Association, Inc.): (i) Dealer ceases to be registered as a swap dealer with the CFTC; (ii) Dealer becomes subject to an Insolvency or Insolvency Filing; or (iii) any other event that, in the reasonable judgment of Counterparty, gives rise to a material conflict of interest on the part of Dealer in its capacity as Calculation Agent.

8. Account Details and Notices

8.1 Northvane Financial Products LP (Dealer)

All notices to Dealer under this Confirmation shall be in writing and shall be deemed given when delivered in person, when sent by confirmed facsimile, when sent by nationally recognized overnight courier, or when sent by email to the email address specified above (with confirmation of receipt).

8.2 Optiwave Semiconductor Corp. (Counterparty)

All notices to Counterparty under this Confirmation shall be in writing and shall be deemed given when delivered in person, when sent by confirmed facsimile, when sent by nationally recognized overnight courier, or when sent by email to the email address(es) specified above (with confirmation of receipt).

9. Representations, Warranties, and Agreements

9.1 Mutual Representations

Each party represents and warrants to the other party as of the Trade Date and as of the Effective Date that:

(a) It is duly organized and validly existing under the laws of the jurisdiction of its organization and is in good standing in each jurisdiction where the nature of its business or the ownership of its properties requires such qualification.

(b) It has full power and authority to execute and deliver this Confirmation and to perform its obligations hereunder, and has taken all necessary action (whether corporate, partnership, or otherwise) to authorize such execution, delivery, and performance.

(c) This Confirmation has been duly authorized, executed, and delivered by it and constitutes its legal, valid, and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.

(d) Neither the execution and delivery of this Confirmation nor the performance of its obligations hereunder will violate or conflict with (i) its constitutional documents (including its certificate of incorporation, bylaws, partnership agreement, or other similar organizational documents), (ii) any law, rule, regulation, order, judgment, or decree applicable to it or any of its assets, or (iii) any agreement or instrument to which it is a party or by which it or any of its assets is bound.

(e) No consent, approval, authorization, or order of, or filing or registration with, any court, governmental authority, or other person or entity is required for the execution, delivery, and performance of this Confirmation, other than those that have already been obtained or made and are in full force and effect.

(f) There is no pending or, to its knowledge, threatened litigation, arbitration, or administrative proceeding before any court, tribunal, arbitral body, or governmental authority that would reasonably be expected to materially and adversely affect the ability of such party to perform its obligations under this Confirmation or the Agreement.

9.2 Counterparty-Specific Representations

Counterparty represents and warrants to Dealer as of the Trade Date and as of the Effective Date that:

(a) No Material Nonpublic Information. Counterparty is not entering into this Transaction on the basis of, and is not aware of, any material nonpublic information with respect to the Shares or Counterparty. Counterparty's financial condition is such that it has no need for liquidity from the Transaction and is capable of bearing any resulting financial loss.

(b) Purpose. Counterparty is entering into this Transaction solely to offset the potential dilutive effect of the Shares issuable upon conversion of the Convertible Notes, and Counterparty is not entering into this Transaction for speculative purposes or with a view to profiting from, or hedging against, changes in the price of the Shares.

(c) Eligible Contract Participant. Counterparty is an "eligible contract participant" as defined in Section 1a(18) of the Commodity Exchange Act, as amended (the "CEA"), and the regulations promulgated thereunder.

(d) No Market Manipulation. Counterparty has not and will not, during the term of the Transaction, engage in any transactions in the Shares (including, without limitation, purchases or sales of Shares, derivative transactions with respect to the Shares, or transactions that are designed to create the appearance of active trading in the Shares) that are intended to or designed to cause or result in, or that constitute, manipulation of the price or trading volume of the Shares in violation of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any other applicable securities laws.

(e) Board Authorization. The Transaction is consistent with the authorization granted by the Board of Directors of Counterparty by resolutions duly adopted at a meeting held on May 19, 2023, and by the Pricing Committee of the Board of Directors of Counterparty by resolutions duly adopted on May 23, 2023, and true and correct copies of such resolutions have been delivered (or made available) to Dealer.

(f) SEC Reporting. Counterparty is a reporting company under Section 13 or 15(d) of the Exchange Act and is current in its reporting obligations thereunder.

(g) Authorized Shares. The Shares issuable under this Transaction, when delivered, will be duly authorized, validly issued, fully paid, and non-assessable, and will not be subject to any preemptive rights, and Counterparty has reserved or will reserve a sufficient number of authorized but unissued Shares to satisfy its obligations under this Confirmation.

9.3 Dealer-Specific Representations

Dealer represents and warrants to Counterparty as of the Trade Date and as of the Effective Date that:

(a) CFTC Registration. Dealer is duly registered as a swap dealer with the CFTC and is in compliance in all material respects with the requirements applicable to it as a registered swap dealer under the CEA and the regulations promulgated thereunder.

(b) Principal Capacity. Dealer is entering into this Transaction as principal for its own account and not as agent for, or on behalf of, any other person or entity.

(c) Information Barriers. Dealer has implemented and will maintain throughout the term of this Transaction adequate policies, procedures, and information barriers (including, without limitation, physical separation of personnel and electronic access controls) between (i) its equity derivatives trading personnel responsible for the Transaction and (ii) any other personnel of Dealer or its affiliates who may from time to time possess material nonpublic information regarding Counterparty, the Shares, or the Convertible Notes.

9.4 Agreements of Counterparty

Counterparty agrees as follows:

(a) Commodity Exchange Act Compliance. Counterparty shall not take or refrain from taking any action that would cause the Transaction to fail to qualify for the exemption from being treated as a "swap" under Section 1a(47)(B)(iv) of the CEA (the securities-based exception), to the extent such exemption is applicable to the Transaction. In the event that Counterparty becomes aware of any circumstances that could reasonably be expected to cause the Transaction to fail to qualify for such exemption, Counterparty shall promptly notify Dealer thereof.

(b) Settlement Method Notice. Counterparty shall provide timely notice to Dealer of any election (or deemed election) made by Counterparty under the Indenture regarding the settlement method for the Convertible Notes upon conversion thereof. Such notice shall be provided no later than the date on which Counterparty is required to provide such notice to the Trustee under the Indenture, and in any event no later than the Business Day immediately following such election.

(c) Hedging Activities Acknowledgment. Counterparty acknowledges and agrees that Dealer and its affiliates may engage in hedging activities related to the Transaction, including without limitation the purchase and sale of Shares, listed or over-the-counter options on the Shares, other equity-linked securities of Counterparty, and other instruments or transactions. Counterparty further acknowledges that such hedging activities may (i) affect the price of the Shares and (ii) occur during the Settlement Averaging Period or at other times during the term of the Transaction. Counterparty agrees that neither Dealer nor any of its affiliates shall have any liability to Counterparty with respect to any such hedging activities.

(d) Reporting. Counterparty shall comply with all applicable reporting obligations under the Exchange Act, including without limitation the timely filing of annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K.

(e) No Hedging by Counterparty. During the term of this Transaction, Counterparty shall not, without the prior written consent of Dealer, enter into any transaction (including any capped call, call spread, or other equity derivative transaction) that would, individually or in the aggregate, result in hedging or offsetting the economic exposure of Dealer under this Transaction, other than the capped call transactions entered into with Ridgepoint Capital Markets LLC and/or other dealers in connection with the issuance of the Convertible Notes.

10. Non-Reliance, Hedging Activities, and Regulation

10.1 Non-Reliance

Each party acknowledges and agrees that:

(a) It is acting for its own account and has made its own independent decision to enter into the Transaction and as to whether the Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary.

(b) It is not relying on any communication (written or oral) of the other party or any of its affiliates as investment advice or as a recommendation to enter into the Transaction. No communication (written or oral) received from the other party or any of its affiliates shall be deemed to be an assurance or guarantee as to the expected results of the Transaction.

(c) It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions, and risks of the Transaction. It is also capable of assuming, and assumes, the financial and other risks of the Transaction.

(d) The other party is not acting as a fiduciary for or as an advisor to it with respect to the Transaction.

10.2 Hedging and Market Activities

Counterparty acknowledges and agrees that Dealer and its affiliates may from time to time buy or sell Shares, other securities of Counterparty, or other financial instruments (including listed and over-the-counter options, swaps, futures, and forward contracts) for the purpose of hedging Dealer's exposure in connection with this Transaction. Such hedging activities may be conducted during any Settlement Averaging Period, on or around the Trade Date, on or around the Effective Date, or at any other time during the term of the Transaction. Dealer's hedging activities may have an effect on the market price of the Shares, and neither Dealer nor any of its affiliates shall have any obligation to take the interests of Counterparty into account in connection with such activities.

Neither party shall have any duty to the other party regarding the conduct of such hedging or market activities, subject to applicable law and the terms of this Confirmation and the Agreement. For the avoidance of doubt, nothing in this Section 10.2 shall relieve either party of any obligation under applicable securities laws.

10.3 Status of Parties

Dealer is acting as principal in connection with this Transaction and not as Counterparty's agent, fiduciary, or investment advisor. Neither Dealer nor any of its affiliates is obligated to act in Counterparty's interests in connection with any aspect of this Transaction. Northvane Financial Products LP is registered as a swap dealer with the CFTC, and certain of its obligations hereunder may be subject to regulation by the CFTC and the National Futures Association. Dealer's obligations under this Confirmation are solely the contractual obligations of Northvane Financial Products LP as principal and are not obligations of, or guaranteed by, any affiliate of Dealer.

10.4 Securities Contract Provisions

The parties acknowledge and agree that:

(a) Dealer is a "financial institution," "swap participant," and/or "financial participant" within the meaning of Sections 101(22), 101(53C), and 101(22A) of Title 11 of the United States Code (the "Bankruptcy Code"), as applicable.

(b) This Confirmation is a "securities contract" as defined in Section 741(7) of the Bankruptcy Code, and each payment or delivery of Shares or cash hereunder is a "settlement payment" or a "transfer" as defined in Section 741(5) of the Bankruptcy Code.

(c) This Confirmation is a "swap agreement" as defined in Section 101(53B) of the Bankruptcy Code, and each party is entitled to the protections afforded by, among other sections, Sections 362(b)(6), 362(b)(17), 362(b)(27), 362(o), 546(e), 546(g), 546(j), 548(d)(2), 555, 560, and 561 of the Bankruptcy Code.

(d) The parties intend that Dealer be a "master netting agreement participant" as defined in Section 101(38A) of the Bankruptcy Code and that this Confirmation, together with the Agreement, constitute a "master netting agreement" as defined in Section 101(38A)(A) of the Bankruptcy Code.

11. Other Provisions

11.1 Transfer and Assignment

Neither party may transfer or assign any of its rights or obligations under this Confirmation or any interest herein without the prior written consent of the other party, except that:

(a) Dealer may, upon not less than five (5) Business Days' prior written notice to Counterparty, transfer or assign all or any portion of its rights and obligations hereunder to any affiliate of Dealer; provided that (i) such affiliate has, at the time of such transfer, a long-term unsecured debt rating (or, if such affiliate does not have a long-term unsecured debt rating, a long-term issuer credit rating) from at least one nationally recognized statistical rating organization that is at least equal to the lesser of (A) the credit rating of Dealer at the time of such transfer and (B) the credit rating of Dealer at the time of execution of this Confirmation, and (ii) such transfer would not result in an increase in the amount of any Tax required to be withheld from payments to Counterparty hereunder.

(b) No transfer or assignment by Dealer pursuant to clause (a) above shall relieve Dealer of its obligations under this Confirmation without the prior written consent of Counterparty; provided that Dealer shall be relieved of its obligations to the extent that such obligations are assumed by the transferee in a manner satisfactory to Counterparty, acting reasonably.

Any purported transfer or assignment in violation of this Section 11.1 shall be null and void.

11.2 Staggered Settlement

If, at any time during the term of this Transaction, the aggregate number of Shares that Dealer would be required to deliver to Counterparty hereunder (whether on any single date or in the aggregate over any period), when combined with the Shares deliverable under any other capped call transaction between Counterparty and any other dealer (including Ridgepoint Capital Markets LLC) relating to the Convertible Notes, would exceed (a) the applicable position limits under the rules of the Exchange, (b) any applicable regulatory constraints on the delivery of Shares, or (c) any other delivery constraints (including, without limitation, Dealer's commercially reasonable ability to acquire Shares for delivery, taking into account the average daily trading volume of the Shares), then the following staggered settlement provisions shall apply:

(a) Dealer shall deliver on each delivery date only the number of Shares that, in the commercially reasonable judgment of the Calculation Agent, can be delivered without exceeding any such limits or constraints.

(b) Any remaining Shares shall be delivered on the next succeeding Business Day(s) on which such delivery can be made without exceeding any such limits or constraints, until all Shares have been delivered in full.

(c) The Calculation Agent shall determine the timing of each such staggered delivery in good faith and in a commercially reasonable manner, taking into account the interests of both parties and the liquidity of the Shares.

11.3 Maximum Share Delivery

Notwithstanding anything to the contrary herein, the maximum number of Shares deliverable by Dealer under this Confirmation shall not exceed 1.5 times the initial Total Number of Shares specified in Section 2.3 (i.e., the maximum number of Shares deliverable shall not exceed approximately 1,825,395 Shares), subject to adjustment for anti-dilution events as described in Section 2.4 hereof and Annex A hereto (the "Share Cap"). If, as a result of any exercise, settlement, or adjustment, Dealer would be obligated to deliver a number of Shares exceeding the Share Cap, Dealer shall deliver Shares up to the Share Cap and, with respect to any excess, Dealer shall instead make a cash payment to Counterparty equal to the fair market value of such excess Shares, as determined by the Calculation Agent.

Counterparty represents and warrants that it has reserved for issuance under this Transaction a number of authorized but unissued Shares at least equal to the Share Cap.

11.4 Withholding Tax

For purposes of this Confirmation, "Tax" as defined in the Agreement shall include all present and future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees, and other similar charges of any nature whatsoever imposed by any governmental authority, together with any interest, penalties, additions to tax, or additional amounts imposed with respect thereto.

Dealer shall be entitled to withhold or deduct from any payments or deliveries made under this Confirmation any applicable Taxes required by law to be withheld or deducted. If Dealer so withholds or deducts, Dealer shall provide Counterparty with a statement setting forth the amount of Tax withheld or deducted and the basis therefor.

Unless otherwise agreed in the Schedule to the Agreement, the standard ISDA tax gross-up provisions (Section 2(d) of the Agreement) shall not apply to this Confirmation, and neither party shall be required to make additional payments or deliveries in respect of any Tax withheld or deducted.

11.5 Set-Off

Dealer shall have the right to set off any amounts owed by Counterparty to Dealer under this Confirmation or the Agreement against any amounts owed by Dealer to Counterparty under this Confirmation or the Agreement. The right of set-off shall be exercisable by Dealer upon notice to Counterparty and shall be without prejudice to any other rights or remedies available to Dealer under this Confirmation, the Agreement, or applicable law.

11.6 Amendments

This Confirmation may not be amended, modified, waived, or supplemented except by a written instrument duly executed by both parties (or their authorized representatives). No oral modification or waiver shall be effective for any purpose.

11.7 Severability

If any provision of this Confirmation is determined by a court of competent jurisdiction or other applicable authority to be invalid, illegal, or unenforceable in any respect, such determination shall not affect the validity, legality, or enforceability of the remaining provisions of this Confirmation, which shall continue in full force and effect. The parties agree to negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that, to the greatest extent possible, achieves the economic, business, and other purposes of the invalid, illegal, or unenforceable provision.

12. Governing Law and Jurisdiction

Governing Law. This Confirmation and the Transaction evidenced hereby, and all matters arising out of or relating to this Confirmation (including, without limitation, its negotiation, execution, validity, interpretation, performance, breach, and termination), shall be governed by and construed in accordance with the laws of the State of New York, without reference to the choice of law doctrine thereof (other than Title 14 of Article 5 of the New York General Obligations Law).

Jurisdiction. Each party irrevocably and unconditionally (a) submits to the non-exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan and the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any suit, action, or proceeding arising out of or relating to this Confirmation, (b) waives, to the fullest extent it may effectively do so, any defense of inconvenient forum or lack of jurisdiction to the maintenance of any such suit, action, or proceeding in any such court, and (c) waives any right to which it may be entitled on account of place of residence or domicile.

Waiver of Jury Trial. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS CONFIRMATION, THE AGREEMENT, OR THE TRANSACTION EVIDENCED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (III) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS CONFIRMATION BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS PARAGRAPH.

Please confirm your agreement to the terms of this Confirmation by executing a copy of this Confirmation and returning it to us.

Very truly yours,