[sheet: Closing Checklist]

Item No.	Category	Document Description	Responsible Party	Due Date	Execution / Delivery Date	Status	Original / Copy / Electronic	Notes / Comments
1.1	I. Transaction Agreements	Indenture (Execution Version) — between Optiwave Semiconductor Corp. and Broadmere Trust Company, N.A., as Trustee, dated May 30, 2023, governing $287,500,000 aggregate principal amount of 2.75% Convertible Senior Notes due 2028; New York law	C&H (drafter); OWS and Broadmere Trust (signatories)	May 30, 2023	May 30, 2023	Executed	Original (2 counterparts)	Final execution version filed in closing binder. CUSIP: 683742AA5; ISIN: US683742AA53.
1.2	I. Transaction Agreements	First Supplemental Indenture — between OWS and Broadmere Trust Company, N.A., dated June 1, 2023, relating to authentication and delivery of additional $37,500,000 aggregate principal amount of Notes pursuant to over-allotment option exercise	C&H (drafter); OWS and Broadmere Trust (signatories)	June 1, 2023	June 1, 2023	Executed	Original (2 counterparts)	Over-allotment option exercised in full on May 26, 2023.
1.3	I. Transaction Agreements	Form of Global Note (Exhibit A to Indenture) — 2.75% Convertible Senior Notes due 2028 in global form deposited with Broadmere Trust as custodian for DTC; CUSIP 683742AA5; ISIN US683742AA53	C&H (drafter); Broadmere Trust (authentication)	May 30, 2023	May 30, 2023	Delivered	Original (via DTC)	DTC Participant No. 2174. Initial global note: $250,000,000 principal. Additional global note: $37,500,000 principal delivered June 1, 2023.
1.4	I. Transaction Agreements	Purchase Agreement (Execution Version) — among OWS, Ridgepoint Capital Markets LLC, Harborstone Securities Inc., and Velthorn Zanthor & Co., dated May 24, 2023; $250,000,000 base principal; 15% over-allotment option ($37,500,000); 2.00% initial purchasers' discount; 0.25% structuring fee to Ridgepoint ($625,000); New York law	C&H (drafter); all parties (signatories)	May 24, 2023	May 24, 2023	Executed	Original (4 counterparts)	Signing date. Closing date: May 30, 2023.
1.5	I. Transaction Agreements	Capped Call Confirmation — Ridgepoint Capital Markets LLC (Execution Version), ISDA Confirmation dated May 30, 2023; 60% notional ($172,500,000); lower strike ~$94.50/share; cap price $110.07/share; premium $17,250,000; expiration June 1, 2028; New York law	C&H (drafter); OWS and Ridgepoint (signatories)	May 30, 2023	May 30, 2023	Executed	Original (2 counterparts)	Under 2002 ISDA Master Agreement between OWS and Ridgepoint.
1.6	I. Transaction Agreements	Capped Call Confirmation — Northvane Financial Products LP (Execution Version), ISDA Confirmation dated May 30, 2023; 40% notional ($115,000,000); lower strike ~$94.50/share; cap price $110.07/share; premium $11,500,000; expiration June 1, 2028; New York law	C&H (drafter); OWS and Northvane (signatories)	May 30, 2023	May 30, 2023	Executed	Original (2 counterparts)	Under 2002 ISDA Master Agreement between OWS and Northvane. Northvane is CFTC-registered swap dealer.
1.7	I. Transaction Agreements	ISDA Master Agreement (2002 Form) — between OWS and Ridgepoint Capital Markets LLC, including Schedule, dated May 30, 2023; New York law	C&H (drafter); OWS and Ridgepoint (signatories)	May 30, 2023	May 30, 2023	Executed	Original (2 counterparts)	Framework agreement for capped call confirmation.
1.8	I. Transaction Agreements	ISDA Master Agreement (2002 Form) — between OWS and Northvane Financial Products LP, including Schedule, dated May 30, 2023; New York law	C&H (drafter); OWS and Northvane (signatories)	May 30, 2023	May 30, 2023	Executed	Original (2 counterparts)	Framework agreement for capped call confirmation.
2.1	II. Offering Documents	Preliminary Offering Memorandum — dated May 18, 2023; Rule 144A offering of $250,000,000 2.75% Convertible Senior Notes due 2028 to QIBs; bracketed pricing terms	C&H / OWS / Ridgepoint	May 18, 2023	May 18, 2023	Finalized	Electronic (PDF)	Circulated to initial purchasers for marketing.
2.2	II. Offering Documents	Final Offering Memorandum — dated May 24, 2023; reflects pricing terms set May 23, 2023: reference price $73.38/share; conversion rate 10.5820; conversion price ~$94.50 (28.8% premium); cap price $110.07 (50.0% premium); coupon 2.75%; maturity June 1, 2028	C&H / OWS / Ridgepoint	May 24, 2023	May 24, 2023	Finalized	Electronic (PDF)	Delivered to initial purchasers and QIBs.
2.3	II. Offering Documents	Offering Memorandum Supplement — dated May 26, 2023; reflecting exercise of over-allotment option in full for additional $37,500,000 aggregate principal amount of Notes	C&H / OWS / Ridgepoint	May 26, 2023	May 26, 2023	Finalized	Electronic (PDF)	Circulated to initial purchasers and QIBs.
3.1	III. Legal Opinions — Issuer's Counsel	Issuer's Counsel Opinion to Initial Purchasers — C&H to Ridgepoint Capital Markets LLC, Harborstone Securities Inc., and Velthorn Zanthor & Co., dated May 30, 2023; corporate existence/good standing, due authorization, enforceability, valid issuance of common stock upon conversion, Sec. 4(a)(2)/Rule 144A exemption, no Investment Company Act registration; NY and DE law	Calderwood & Harkness LLP (Jennifer Kwon)	May 30, 2023	May 30, 2023	Delivered	Original	Delivered to each initial purchaser.
3.2	III. Legal Opinions — Issuer's Counsel	Negative Assurance (10b-5) Letter to Initial Purchasers — C&H to initial purchasers, dated May 30, 2023; no untrue statement of material fact or material omission in Final Offering Memorandum	Calderwood & Harkness LLP (Jennifer Kwon)	May 30, 2023	May 30, 2023	Delivered	Original	Covers Final Offering Memorandum as of its date and closing date.
3.3	III. Legal Opinions — Issuer's Counsel	Issuer's Counsel Opinion to Trustee — C&H to Broadmere Trust Company, N.A., dated May 30, 2023; due authorization, enforceability of Indenture and Notes, valid issuance of common stock upon conversion	Calderwood & Harkness LLP (Jennifer Kwon)	May 30, 2023	May 30, 2023	Delivered	Original	Addressed to Broadmere Trust as Trustee. Attn: Karen Llewellyn.
3.4	III. Legal Opinions — Issuer's Counsel	Tax Opinion / Memorandum — Leonard Cross (C&H) to OWS, dated May 29, 2023; U.S. federal income tax treatment of Notes as variable rate debt instruments; capped call treatment as integrated or separate prepaid forward contracts; Section 1032 / constructive sale analysis	Calderwood & Harkness LLP (Leonard Cross)	May 29, 2023	May 29, 2023	Delivered	Electronic (PDF) + Original	Delivered to David Shih (OWS General Counsel).
3.5	III. Legal Opinions — Initial Purchasers' Counsel	Initial Purchasers' Counsel Opinion to Initial Purchasers — Prescott Whitfield LLP to Ridgepoint Capital Markets LLC, Harborstone Securities Inc., and Velthorn Zanthor & Co., dated May 30, 2023; due authorization, enforceability, Rule 144A compliance, no conflicts; NY and DE law	Prescott Whitfield LLP (Diana Castellano)	May 30, 2023	May 30, 2023	Delivered	Original	Delivered to each initial purchaser.
3.6	III. Legal Opinions — Initial Purchasers' Counsel	Initial Purchasers' Counsel Negative Assurance (10b-5) Letter — Prescott Whitfield LLP to initial purchasers, dated May 30, 2023; no untrue statement of material fact or material omission in Final Offering Memorandum	Prescott Whitfield LLP (Diana Castellano)	May 30, 2023	May 30, 2023	Delivered	Original	Covers Final Offering Memorandum as of its date and closing date.
4.1	IV. Corporate Authorizations & Certificates	Board Resolutions — OWS Board of Directors, adopted May 19, 2023; authorizing issuance of up to $287,500,000 Notes, execution of Indenture (Broadmere Trust), Purchase Agreement (initial purchasers), capped call transactions, and use of proceeds incl. $75,000,000 revolving facility repayment	OWS (David Shih) / C&H (drafter)	May 19, 2023	May 19, 2023	Adopted	Copy (certified in Secretary's Certificate)	Attached as exhibit to Secretary's Certificate.
4.2	IV. Corporate Authorizations & Certificates	Pricing Committee Resolutions — OWS Pricing Committee, adopted May 23, 2023; approving coupon 2.75%, conversion rate 10.5820, conversion price ~$94.50/share, cap price $110.07/share, capped call cost $28,750,000, initial purchasers' discount 2.00%	OWS (David Shih) / C&H (drafter)	May 23, 2023	May 23, 2023	Adopted	Copy (certified in Secretary's Certificate)	Attached as exhibit to Secretary's Certificate.
4.3	IV. Corporate Authorizations & Certificates	Secretary's Certificate — signed by David Shih (General Counsel & Corporate Secretary), dated May 30, 2023; certifying certificate of incorporation (as amended), bylaws (as amended), board resolutions (May 19, 2023), pricing committee resolutions (May 23, 2023), and officer incumbency	OWS (David Shih) / C&H (drafter)	May 30, 2023	May 30, 2023	Executed	Original	Includes certified copies of charter, bylaws, and resolutions as exhibits.
4.4	IV. Corporate Authorizations & Certificates	Certificate of Incorporation (as amended and restated) — Optiwave Semiconductor Corp., filed with Delaware Secretary of State	OWS (David Shih)	May 30, 2023	May 30, 2023	Delivered	Copy (certified)	Attached as exhibit to Secretary's Certificate. Delaware file no. 5738291.
4.5	IV. Corporate Authorizations & Certificates	Bylaws (as amended and restated) — Optiwave Semiconductor Corp.	OWS (David Shih)	May 30, 2023	May 30, 2023	Delivered	Copy (certified)	Attached as exhibit to Secretary's Certificate.
4.6	IV. Corporate Authorizations & Certificates	Good Standing Certificate — State of Delaware, Secretary of State, dated May 25, 2023	OWS (David Shih)	May 30, 2023	May 25, 2023	Delivered	Original	Valid within 30 days of closing.
5.1	V. Officers' Certificates	Officers' Certificate Pursuant to Purchase Agreement Section 6(d) — signed by Marcus Harding (CEO) and Priya Nandakumar (CFO), dated May 30, 2023; certifying representations and warranties true and correct at closing; all conditions satisfied	OWS (M. Harding, P. Nandakumar) / C&H (drafter)	May 30, 2023	May 30, 2023	Executed	Original	Delivered to initial purchasers at closing.

5.2	V. Officers' Certificates	Officers' Certificate to Trustee re: Indenture — signed by Priya Nandakumar (CFO), dated May 30, 2023; certifying compliance with conditions precedent to issuance and due authorization of Indenture and Notes	OWS (P. Nandakumar) / C&H (drafter)	May 30, 2023	May 30, 2023	Executed	Original	Delivered to Broadmere Trust Company, N.A.
5.3	V. Officers' Certificates	Chief Financial Officer's Certificate re: Solvency — signed by Priya Nandakumar (CFO), dated May 30, 2023; certifying solvency of OWS on a consolidated basis after giving effect to issuance of Notes and application of proceeds	OWS (P. Nandakumar) / C&H (drafter)	May 30, 2023	May 30, 2023	Executed	Original	Delivered to initial purchasers at closing.
6.1	VI. Third-Party Deliverables	DTC Eligibility Letter / Letter of Representations — OWS and Broadmere Trust Company, N.A. to DTC, dated May 30, 2023; confirming Notes eligible for DTC book-entry; DTC Participant No. 2174	OWS / Broadmere Trust / C&H (drafter)	May 30, 2023	May 30, 2023	Delivered	Original	Delivered to DTC prior to closing.
6.2	VI. Third-Party Deliverables	Comfort Letter — Aldgate & Finch LLP (Robert Nishimura, Engagement Partner), initial comfort letter covering financial data in Preliminary Offering Memorandum	Aldgate & Finch LLP	May 24, 2023	May 24, 2023	Delivered	Original	Comfort letter request sent by C&H on May 16, 2023.
6.3	VI. Third-Party Deliverables	Bring-Down Comfort Letter — Aldgate & Finch LLP, dated May 30, 2023, bringing down initial comfort letter to closing date	Aldgate & Finch LLP	May 30, 2023	May 30, 2023	Delivered	Original	Covers Final Offering Memorandum financial data through closing.
6.4	VI. Third-Party Deliverables	Limited Consent and Waiver under Revolving Credit Facility — among OWS, Crestline National Bank, N.A. (admin agent), and lenders (incl. Piedmont Commerce Bank, Lakeshore Federal Credit Corp.), dated May 22, 2023; consent to Notes as Permitted Additional Indebtedness under Section 7.01(b) of $300,000,000 senior secured revolving credit facility (maturity August 15, 2026)	C&H (drafter); OWS, Crestline National, lenders (signatories)	May 22, 2023	May 22, 2023	Executed	Original	Revolving facility outstanding: $75,000,000; to be repaid from offering proceeds.
6.5	VI. Third-Party Deliverables	Nasdaq Supplemental Listing Application Cover Letter — C&H to The Nasdaq Stock Market LLC, dated May 25, 2023; filing for listing of up to ~3,042,325 shares of OWS common stock (ticker: OWS) issuable upon conversion of Notes (incl. greenshoe shares) at conversion rate of 10.5820 shares per $1,000 principal	Calderwood & Harkness LLP / OWS	May 25, 2023	May 25, 2023	Filed	Electronic + Copy	Max shares: 287,500 × 10.5820 ≈ 3,042,325.
6.6	VI. Third-Party Deliverables	Instruction Letter to Trustee — OWS to Broadmere Trust Company, N.A., dated May 29, 2023; instructing authentication and delivery of Notes in global form through DTC on May 30, 2023; specifying aggregate principal amount and CUSIP 683742AA5	OWS (Rachel Fontaine) / C&H (drafter)	May 29, 2023	May 29, 2023	Delivered	Original	Addressed to Karen Llewellyn, Broadmere Trust, 100 Wall Street, 6th Floor, New York, NY 10005.
6.7	VI. Third-Party Deliverables	Comfort Letter Request — C&H on behalf of OWS to Aldgate & Finch LLP (Robert Nishimura), dated May 16, 2023; requesting comfort letter covering financial data in Preliminary Offering Memorandum and bring-down at closing	Calderwood & Harkness LLP	May 16, 2023	May 16, 2023	Delivered	Electronic	Addressed to Robert Nishimura, 350 South Grand Avenue, Suite 3000, Los Angeles, CA 90071.
6.8	VI. Third-Party Deliverables	Instruction Letter to Trustee (Over-Allotment) — OWS to Broadmere Trust Company, N.A., dated May 31, 2023; instructing authentication and delivery of additional $37,500,000 principal amount of Notes in global form through DTC on June 1, 2023	OWS (Rachel Fontaine) / C&H (drafter)	May 31, 2023	May 31, 2023	Delivered	Original	Addressed to Karen Llewellyn, Broadmere Trust.
7.1	VII. Funds Flow & Financial Deliverables	Funds Flow Memorandum — Closing May 30, 2023; base gross proceeds $250,000,000; initial purchasers' discount (base) $5,000,000; capped call payments ($17,250,000 to Ridgepoint, $11,500,000 to Northvane); net to OWS. Supplemental tab: over-allotment closing June 1, 2023 ($37,500,000 additional proceeds less $750,000 additional discount)	Calderwood & Harkness LLP / OWS (Rachel Fontaine)	May 30, 2023	May 30, 2023	Final	Electronic (Excel)	Wire instructions for all counterparties included. Total capped call cost: $28,750,000. Total discount: $5,750,000. Net proceeds for general corporate purposes: $251,800,000.
7.2	VII. Funds Flow & Financial Deliverables	Wire Transfer Confirmations — confirmation of receipt of gross proceeds and confirmation of capped call premium payments to Ridgepoint and Northvane on May 30, 2023; confirmation of over-allotment proceeds on June 1, 2023	OWS (Rachel Fontaine) / Broadmere Trust / Ridgepoint / Northvane	May 30, 2023 / June 1, 2023	May 30, 2023 / June 1, 2023	Confirmed	Electronic (copies of wire confirmations)	Base proceeds: $250,000,000. Over-allotment proceeds: $37,500,000. Total: $287,500,000.
8.1	VIII. Engagement & Internal Administration	Engagement Letter — Calderwood & Harkness LLP to Optiwave Semiconductor Corp., dated March 6, 2023; scope of representation as issuer's counsel; fee cap $1,850,000 plus estimated disbursements $45,000; billing partner Theodore Langston; responsible partner Jennifer Kwon; matter no. 1014-00001; billing code 48710-001; NY governing law	Calderwood & Harkness LLP	March 6, 2023	March 6, 2023	Executed	Original	Addressed to David Shih, OWS General Counsel, 4800 Great America Parkway, Suite 1200, San Jose, CA 95054.
8.2	VIII. Engagement & Internal Administration	Closing Confirmation Email — Jennifer Kwon to David Shih (OWS), Cameron Walsh (Ridgepoint), Diana Castellano (Prescott Whitfield LLP), and Karen Llewellyn (Broadmere Trust), dated May 30, 2023; confirming all closing conditions satisfied, Notes delivered through DTC, Indenture executed, capped call confirmations executed, receipt of $250,000,000 gross proceeds and $28,750,000 capped call payments	Calderwood & Harkness LLP (Jennifer Kwon)	May 30, 2023	May 30, 2023	Sent	Electronic (email)	Confirms base closing complete.
8.3	VIII. Engagement & Internal Administration	Over-Allotment Closing Confirmation Email — Jennifer Kwon to David Shih (OWS), Cameron Walsh (Ridgepoint), Diana Castellano (Prescott Whitfield LLP), and Karen Llewellyn (Broadmere Trust), dated June 1, 2023; confirming delivery of additional $37,500,000 Notes, First Supplemental Indenture executed, receipt of over-allotment proceeds	Calderwood & Harkness LLP (Jennifer Kwon)	June 1, 2023	June 1, 2023	Sent	Electronic (email)	Confirms over-allotment closing complete.
8.4	VIII. Engagement & Internal Administration	Final Matter Close Email — Jennifer Kwon to David Shih (OWS), Claire Dempsey, Audrey Zhou, Leonard Cross, Theodore Langston, dated June 12, 2023; confirming all final deliverables received and filed, over-allotment Notes ($37,500,000) delivered June 1, 2023, closing binder compiled, matter 1014-00001 marked closed and completed	Calderwood & Harkness LLP (Jennifer Kwon)	June 12, 2023	June 12, 2023	Sent	Electronic (email)	Matter status: Closed — Completed.

[sheet: Key Contacts]

Entity Full Legal Name	Short Name	Role	Key Contact	Title	Address	Notes
Optiwave Semiconductor Corp.	OWS	Issuer (Client)	David Shih	General Counsel & Corporate Secretary	4800 Great America Parkway, Suite 1200, San Jose, CA 95054	Delaware corp. (file no. 5738291); EIN 82-4917263; Nasdaq: OWS; SEC CIK: 0001823467
Optiwave Semiconductor Corp.	OWS	Issuer — CEO	Marcus Harding	Chief Executive Officer	4800 Great America Parkway, Suite 1200, San Jose, CA 95054	Signatory on Officers' Certificate (Purchase Agreement)
Optiwave Semiconductor Corp.	OWS	Issuer — CFO	Priya Nandakumar	Chief Financial Officer	4800 Great America Parkway, Suite 1200, San Jose, CA 95054	Signatory on Officers' Certificates (Purchase Agreement & Indenture)
Optiwave Semiconductor Corp.	OWS	Issuer — Treasurer	Rachel Fontaine	Treasurer	4800 Great America Parkway, Suite 1200, San Jose, CA 95054	Funds flow / wire instructions contact
Optiwave Semiconductor Corp.	OWS	Issuer — Board Chair	Dr. Evelyn Matsuda	Chair of the Board (Independent)	4800 Great America Parkway, Suite 1200, San Jose, CA 95054
Calderwood & Harkness LLP	C&H	Issuer's Counsel	Jennifer Kwon	Responsible Partner, Capital Markets	600 Lexington Avenue, 30th Floor, New York, NY 10022	Matter No. 1014-00001; Billing Code 48710-001
Calderwood & Harkness LLP	C&H	Issuer's Counsel — Billing Partner	Theodore Langston	Billing Partner, Capital Markets	600 Lexington Avenue, 30th Floor, New York, NY 10022
Calderwood & Harkness LLP	C&H	Issuer's Counsel — Lead Associate	Claire Dempsey	Lead Associate, Capital Markets	600 Lexington Avenue, 30th Floor, New York, NY 10022
Calderwood & Harkness LLP	C&H	Issuer's Counsel — Working Associate	Audrey Zhou	Working Associate, Capital Markets	600 Lexington Avenue, 30th Floor, New York, NY 10022
Calderwood & Harkness LLP	C&H	Issuer's Counsel — Tax	Leonard Cross	Specialist Partner, Tax	600 Lexington Avenue, 30th Floor, New York, NY 10022	Tax memorandum author
Ridgepoint Capital Markets LLC	Ridgepoint	Lead Initial Purchaser / Bookrunner / Capped Call Counterparty (60%)	Cameron Walsh	Head of Equity-Linked Origination	383 Madison Avenue, 22nd Floor, New York, NY 10179	Also: Natasha Okonkwo (MD, ECM Execution). Delaware LLC; SEC-registered broker-dealer.
Harborstone Securities Inc.	Harborstone	Co-Manager / Initial Purchaser	Jonathan Mercer	Managing Director, Equity-Linked Products	200 Vesey Street, Suite 3100, New York, NY 10281	Delaware corp.; SEC-registered broker-dealer.
Velthorn Zanthor & Co.	Velthorn Zanthor	Co-Manager / Initial Purchaser	Samira El-Amin	Director, Convertible Bond Desk	750 Seventh Avenue, 18th Floor, New York, NY 10019	NY general partnership; SEC-registered broker-dealer.
Northvane Financial Products LP	Northvane	Capped Call Counterparty (40%)	Philip Granier	Head of Equity Derivatives	1 Liberty Plaza, 40th Floor, New York, NY 10006	Delaware LP; CFTC-registered swap dealer.
Prescott Whitfield LLP	Prescott Whitfield	Initial Purchasers' Counsel	Diana Castellano	Lead Partner, Capital Markets	51 West 52nd Street, New York, NY 10019	Also: Ryan Fujimoto (Lead Associate). NY LLP.
Broadmere Trust Company, N.A.	Broadmere Trust	Trustee / Paying Agent / Conversion Agent / Registrar	Karen Llewellyn	Relationship Manager, Corporate Trust	100 Wall Street, 6th Floor, New York, NY 10005	National banking association. DTC Participant No. 2174.
Aldgate & Finch LLP	Aldgate & Finch	Independent Auditor (PCAOB)	Robert Nishimura	Engagement Partner	350 South Grand Avenue, Suite 3000, Los Angeles, CA 90071	Delaware LLP; PCAOB-registered.
Clearwater Transfer Services Inc.	Clearwater Transfer	Transfer Agent for OWS Common Stock	—	—	6201 15th Avenue, Brooklyn, NY 11219	Delaware corporation.
Crestline National Bank, N.A.	Crestline National	Administrative Agent, Revolving Credit Facility	—	—	227 Park Avenue, 14th Floor, New York, NY 10172	National banking association. $300M revolving facility; outstanding $75M.
Piedmont Commerce Bank	Piedmont Commerce	Syndicate Lender, Revolving Credit Facility	—	—	—	NC state-chartered bank.
Lakeshore Federal Credit Corp.	Lakeshore Federal	Syndicate Lender, Revolving Credit Facility	—	—	—	Delaware corporation.

[sheet: Key Dates]

Date	Milestone / Event	Status	Notes
March 3, 2023	Conflict check memorandum cleared (C&H internal)	Completed	No disqualifying conflicts identified.
March 6, 2023	Engagement opened; mandate letter signed	Completed	C&H Matter No. 1014-00001 opened.
March 8, 2023	Staffing and budget memorandum circulated (Kwon to Langston)	Completed	Fee cap $1,850,000 plus $45,000 estimated disbursements.
March 10, 2023	First organizational call	Completed
March 15, 2023	C&H Deal Summary Memorandum circulated (Dempsey to Kwon)	Completed	Structural and economic overview.
April 3, 2023	C&H Rule 144A Exemption Analysis memo circulated (Zhou)	Completed	Sec. 4(a)(2) / Rule 144A analysis.
April 10, 2023	C&H ASC 470-20 / ASU 2020-06 Accounting and Tax Treatment memo circulated (Dempsey / Cross)	Completed	Liability classification; capped call equity treatment; APIC reduction.
April 14, 2023	Draft Preliminary Offering Memorandum circulated	Completed
April 18, 2023	C&H Capped Call Regulatory & Structural Issues memo circulated (Cross / Dempsey)	Completed	Sec. 1032, constructive sale, Dodd-Frank.
April 21, 2023	C&H first draft Indenture circulated	Completed
May 1, 2023	C&H first draft Purchase Agreement circulated	Completed
May 16, 2023	Comfort letter request sent to Aldgate & Finch LLP	Completed
May 18, 2023	Preliminary Offering Memorandum finalized	Completed	Bracketed pricing terms.
May 19, 2023	OWS Board Resolutions adopted	Completed	Authorized up to $287,500,000 Notes; capped calls; use of proceeds.
May 22, 2023	Limited Consent and Waiver under Revolving Credit Facility obtained	Completed	Consent from Crestline National Bank, N.A. and lenders under Section 7.01(b).
May 23, 2023	Pricing Date — reference price $73.38/share; Pricing Committee Resolutions adopted	Completed	Conversion rate 10.5820; conversion price ~$94.50; cap price $110.07.
May 24, 2023	Purchase Agreement executed (Signing); Final Offering Memorandum dated; initial comfort letter delivered by Aldgate & Finch	Completed
May 25, 2023	Nasdaq supplemental listing application filed; Good Standing Certificate obtained from Delaware Secretary of State	Completed	Up to ~3,042,325 shares of OWS common stock.
May 26, 2023	Over-allotment option exercised in full ($37,500,000 additional Notes)	Completed	Total aggregate principal: $287,500,000.
May 29, 2023	Instruction letter to Trustee delivered; Tax memorandum (Leonard Cross) delivered to OWS	Completed
May 30, 2023	Closing: Notes delivered via DTC; Indenture executed; Capped Call Confirmations (Ridgepoint & Northvane) executed; ISDA Master Agreements executed; DTC Letter of Representations delivered; bring-down comfort letter delivered; all opinions and certificates delivered; gross proceeds $250,000,000 received; capped call premiums $28,750,000 paid	Completed	Base closing date.
June 1, 2023	Over-allotment additional Notes ($37,500,000) delivered; First Supplemental Indenture executed; first interest accrual date (Dec 1, 2023 first payment date)	Completed	Additional discount $750,000.
June 12, 2023	Final closing deliverables received and filed; closing binder compiled; C&H Matter No. 1014-00001 marked Closed — Completed	Completed	Matter fully closed.
November 15, 2023	First regular record date for interest payment	Future	Record date for December 1, 2023 interest payment.

December 1, 2023	First interest payment date	Future	Semi-annual: $287,500,000 × 2.75% ÷ 2 = $3,953,125. Record date: Nov 15, 2023.
June 6, 2026	Earliest optional redemption date	Future	Redeemable if stock exceeds 130% of conversion price ($122.85) for ≥ 20 of 30 consecutive trading days.
August 15, 2026	Revolving credit facility maturity	Future	$300,000,000 facility with Crestline National Bank, N.A.
June 1, 2028	Notes maturity date; capped call expiration	Future

[sheet: Transaction Summary]

Item	Value	Notes
Issuer	Optiwave Semiconductor Corp.	Delaware corp.; Nasdaq: OWS
Issuer EIN	82-4917263
Delaware File No.	5738291
SEC CIK	0001823467
Instrument	2.75% Convertible Senior Notes due 2028	Rule 144A to QIBs
CUSIP (144A)	683742AA5
ISIN (144A)	US683742AA53
Base Offering Principal	$250,000,000	Deal value for engagement purposes
Over-Allotment Option (15%)	$37,500,000	Exercised in full May 26, 2023
Total Aggregate Principal	$287,500,000	$250M + $37.5M
Coupon Rate	2.75% per annum	Semi-annual: June 1 and December 1
Annual Interest (Total Issue)	$7,906,250	$287,500,000 × 2.75%
Maturity Date	June 1, 2028
Interest Payment Dates	June 1 and December 1	Commencing December 1, 2023
Regular Record Dates	May 15 and November 15
Reference Price (Pricing Date)	$73.38/share	Closing price May 23, 2023
Initial Conversion Rate	10.5820 shares / $1,000 principal
Initial Conversion Price	~$94.50/share	$1,000 ÷ 10.5820
Conversion Premium	~28.8%	($94.50 − $73.38) / $73.38
Max Shares on Conversion (Base)	2,645,500	250,000 × 10.5820
Max Shares on Conversion (Total)	~3,042,325	287,500 × 10.5820
Net Share Settlement	Yes — Company may elect	Cash for principal; shares for excess
Earliest Optional Redemption	June 6, 2026	130% trigger ($122.85) for ≥ 20 of 30 consecutive trading days
130% of Conversion Price	$122.85	$94.50 × 1.30

Capped Call Cap Price (Upper Strike)	$110.07/share	50.0% premium over $73.38
Capped Call Lower Strike	~$94.50/share	Equal to initial conversion price
Total Capped Call Cost	$28,750,000	Across both counterparties
Ridgepoint Capped Call Allocation	60% — $172,500,000 notional; $17,250,000 premium
Northvane Capped Call Allocation	40% — $115,000,000 notional; $11,500,000 premium
Capped Call Expiration	June 1, 2028	Matches Notes maturity
Initial Purchasers' discount	2.00%
Total discount Amount	$5,750,000	$287,500,000 × 2.00%
Ridgepoint discount Share (60%)	$3,450,000
Harborstone discount Share (25%)	$1,437,500
Velthorn Zanthor discount Share (15%)	$862,500
Structuring Fee (Ridgepoint)	$625,000	0.25% × $250,000,000 (base principal)
Estimated Offering Expenses	$1,200,000	Excl. Discount & capped call
Net Proceeds (General Corporate)	$251,800,000	$287.5M − $5.75M − $28.75M − $1.2M
Revolving Credit Facility	$300,000,000 senior secured	Crestline National Bank, N.A. (admin agent); maturity Aug 15, 2026
Revolving Facility Outstanding (May 23, 2023)	$75,000,000	To be repaid from net proceeds
OWS FY2022 Revenue	$812,400,000
OWS FY2022 Adj. EBITDA	$198,700,000
OWS Market Cap (March 3, 2023)	~$4,300,000,000	58.6M diluted shares × $73.38
C&H Fee Cap	$1,850,000 + ~$45,000 disbursements	Engagement letter
C&H Matter Number	1014-00001	Billing Code: 48710-001
Governing Law (Indenture / Purchase Agreement / Capped Calls)	State of New York
Trustee / Paying Agent	Broadmere Trust Company, N.A.	DTC Participant No. 2174
Transfer Agent (OWS Common Stock)	Clearwater Transfer Services Inc.	6201 15th Avenue, Brooklyn, NY 11219
Independent Auditor	Aldgate & Finch LLP	PCAOB-registered; Robert Nishimura, Engagement Partner

Issuer's Counsel	Calderwood & Harkness LLP	Jennifer Kwon, Responsible Partner
Initial Purchasers' Counsel	Prescott Whitfield LLP	Diana Castellano, Lead Partner

[sheet: Closing Checklist]
Item No. | Category | Document Description | Responsible Party | Due Date | Execution / Delivery Date | Status | Original / Copy / Electronic | Notes / Comments
1.1 | I. Transaction Agreements | Indenture (Execution Version) — between Optiwave Semiconductor Corp. and Broadmere Trust Company, N.A., as Trustee, dated May 30, 2023, governing $287,500,000 aggregate principal amount of 2.75% Convertible Senior Notes due 2028; New York law | C&H (drafter); OWS and Broadmere Trust (signatories) | May 30, 2023 | May 30, 2023 | Executed | Original (2 counterparts) | Final execution version filed in closing binder. CUSIP: 683742AA5; ISIN: US683742AA53.
1.2 | I. Transaction Agreements | First Supplemental Indenture — between OWS and Broadmere Trust Company, N.A., dated June 1, 2023, relating to authentication and delivery of additional $37,500,000 aggregate principal amount of Notes pursuant to over-allotment option exercise | C&H (drafter); OWS and Broadmere Trust (signatories) | June 1, 2023 | June 1, 2023 | Executed | Original (2 counterparts) | Over-allotment option exercised in full on May 26, 2023.
1.3 | I. Transaction Agreements | Form of Global Note (Exhibit A to Indenture) — 2.75% Convertible Senior Notes due 2028 in global form deposited with Broadmere Trust as custodian for DTC; CUSIP 683742AA5; ISIN US683742AA53 | C&H (drafter); Broadmere Trust (authentication) | May 30, 2023 | May 30, 2023 | Delivered | Original (via DTC) | DTC Participant No. 2174. Initial global note: $250,000,000 principal. Additional global note: $37,500,000 principal delivered June 1, 2023.
1.4 | I. Transaction Agreements | Purchase Agreement (Execution Version) — among OWS, Ridgepoint Capital Markets LLC, Harborstone Securities Inc., and Velthorn Zanthor & Co., dated May 24, 2023; $250,000,000 base principal; 15% over-allotment option ($37,500,000); 2.00% initial purchasers' discount; 0.25% structuring fee to Ridgepoint ($625,000); New York law | C&H (drafter); all parties (signatories) | May 24, 2023 | May 24, 2023 | Executed | Original (4 counterparts) | Signing date. Closing date: May 30, 2023.
1.5 | I. Transaction Agreements | Capped Call Confirmation — Ridgepoint Capital Markets LLC (Execution Version), ISDA Confirmation dated May 30, 2023; 60% notional ($172,500,000); lower strike ~$94.50/share; cap price $110.07/share; premium $17,250,000; expiration June 1, 2028; New York law | C&H (drafter); OWS and Ridgepoint (signatories) | May 30, 2023 | May 30, 2023 | Executed | Original (2 counterparts) | Under 2002 ISDA Master Agreement between OWS and Ridgepoint.
1.6 | I. Transaction Agreements | Capped Call Confirmation — Northvane Financial Products LP (Execution Version), ISDA Confirmation dated May 30, 2023; 40% notional ($115,000,000); lower strike ~$94.50/share; cap price $110.07/share; premium $11,500,000; expiration June 1, 2028; New York law | C&H (drafter); OWS and Northvane (signatories) | May 30, 2023 | May 30, 2023 | Executed | Original (2 counterparts) | Under 2002 ISDA Master Agreement between OWS and Northvane. Northvane is CFTC-registered swap dealer.
1.7 | I. Transaction Agreements | ISDA Master Agreement (2002 Form) — between OWS and Ridgepoint Capital Markets LLC, including Schedule, dated May 30, 2023; New York law | C&H (drafter); OWS and Ridgepoint (signatories) | May 30, 2023 | May 30, 2023 | Executed | Original (2 counterparts) | Framework agreement for capped call confirmation.
1.8 | I. Transaction Agreements | ISDA Master Agreement (2002 Form) — between OWS and Northvane Financial Products LP, including Schedule, dated May 30, 2023; New York law | C&H (drafter); OWS and Northvane (signatories) | May 30, 2023 | May 30, 2023 | Executed | Original (2 counterparts) | Framework agreement for capped call confirmation.
2.1 | II. Offering Documents | Preliminary Offering Memorandum — dated May 18, 2023; Rule 144A offering of $250,000,000 2.75% Convertible Senior Notes due 2028 to QIBs; bracketed pricing terms | C&H / OWS / Ridgepoint | May 18, 2023 | May 18, 2023 | Finalized | Electronic (PDF) | Circulated to initial purchasers for marketing.
2.2 | II. Offering Documents | Final Offering Memorandum — dated May 24, 2023; reflects pricing terms set May 23, 2023: reference price $73.38/share; conversion rate 10.5820; conversion price ~$94.50 (28.8% premium); cap price $110.07 (50.0% premium); coupon 2.75%; maturity June 1, 2028 | C&H / OWS / Ridgepoint | May 24, 2023 | May 24, 2023 | Finalized | Electronic (PDF) | Delivered to initial purchasers and QIBs.
2.3 | II. Offering Documents | Offering Memorandum Supplement — dated May 26, 2023; reflecting exercise of over-allotment option in full for additional $37,500,000 aggregate principal amount of Notes | C&H / OWS / Ridgepoint | May 26, 2023 | May 26, 2023 | Finalized | Electronic (PDF) | Circulated to initial purchasers and QIBs.
3.1 | III. Legal Opinions — Issuer's Counsel | Issuer's Counsel Opinion to Initial Purchasers — C&H to Ridgepoint Capital Markets LLC, Harborstone Securities Inc., and Velthorn Zanthor & Co., dated May 30, 2023; corporate existence/good standing, due authorization, enforceability, valid issuance of common stock upon conversion, Sec. 4(a)(2)/Rule 144A exemption, no Investment Company Act registration; NY and DE law | Calderwood & Harkness LLP (Jennifer Kwon) | May 30, 2023 | May 30, 2023 | Delivered | Original | Delivered to each initial purchaser.
3.2 | III. Legal Opinions — Issuer's Counsel | Negative Assurance (10b-5) Letter to Initial Purchasers — C&H to initial purchasers, dated May 30, 2023; no untrue statement of material fact or material omission in Final Offering Memorandum | Calderwood & Harkness LLP (Jennifer Kwon) | May 30, 2023 | May 30, 2023 | Delivered | Original | Covers Final Offering Memorandum as of its date and closing date.
3.3 | III. Legal Opinions — Issuer's Counsel | Issuer's Counsel Opinion to Trustee — C&H to Broadmere Trust Company, N.A., dated May 30, 2023; due authorization, enforceability of Indenture and Notes, valid issuance of common stock upon conversion | Calderwood & Harkness LLP (Jennifer Kwon) | May 30, 2023 | May 30, 2023 | Delivered | Original | Addressed to Broadmere Trust as Trustee. Attn: Karen Llewellyn.
3.4 | III. Legal Opinions — Issuer's Counsel | Tax Opinion / Memorandum — Leonard Cross (C&H) to OWS, dated May 29, 2023; U.S. federal income tax treatment of Notes as variable rate debt instruments; capped call treatment as integrated or separate prepaid forward contracts; Section 1032 / constructive sale analysis | Calderwood & Harkness LLP (Leonard Cross) | May 29, 2023 | May 29, 2023 | Delivered | Electronic (PDF) + Original | Delivered to David Shih (OWS General Counsel).
3.5 | III. Legal Opinions — Initial Purchasers' Counsel | Initial Purchasers' Counsel Opinion to Initial Purchasers — Prescott Whitfield LLP to Ridgepoint Capital Markets LLC, Harborstone Securities Inc., and Velthorn Zanthor & Co., dated May 30, 2023; due authorization, enforceability, Rule 144A compliance, no conflicts; NY and DE law | Prescott Whitfield LLP (Diana Castellano) | May 30, 2023 | May 30, 2023 | Delivered | Original | Delivered to each initial purchaser.
3.6 | III. Legal Opinions — Initial Purchasers' Counsel | Initial Purchasers' Counsel Negative Assurance (10b-5) Letter — Prescott Whitfield LLP to initial purchasers, dated May 30, 2023; no untrue statement of material fact or material omission in Final Offering Memorandum | Prescott Whitfield LLP (Diana Castellano) | May 30, 2023 | May 30, 2023 | Delivered | Original | Covers Final Offering Memorandum as of its date and closing date.
4.1 | IV. Corporate Authorizations & Certificates | Board Resolutions — OWS Board of Directors, adopted May 19, 2023; authorizing issuance of up to $287,500,000 Notes, execution of Indenture (Broadmere Trust), Purchase Agreement (initial purchasers), capped call transactions, and use of proceeds incl. $75,000,000 revolving facility repayment | OWS (David Shih) / C&H (drafter) | May 19, 2023 | May 19, 2023 | Adopted | Copy (certified in Secretary's Certificate) | Attached as exhibit to Secretary's Certificate.
4.2 | IV. Corporate Authorizations & Certificates | Pricing Committee Resolutions — OWS Pricing Committee, adopted May 23, 2023; approving coupon 2.75%, conversion rate 10.5820, conversion price ~$94.50/share, cap price $110.07/share, capped call cost $28,750,000, initial purchasers' discount 2.00% | OWS (David Shih) / C&H (drafter) | May 23, 2023 | May 23, 2023 | Adopted | Copy (certified in Secretary's Certificate) | Attached as exhibit to Secretary's Certificate.
4.3 | IV. Corporate Authorizations & Certificates | Secretary's Certificate — signed by David Shih (General Counsel & Corporate Secretary), dated May 30, 2023; certifying certificate of incorporation (as amended), bylaws (as amended), board resolutions (May 19, 2023), pricing committee resolutions (May 23, 2023), and officer incumbency | OWS (David Shih) / C&H (drafter) | May 30, 2023 | May 30, 2023 | Executed | Original | Includes certified copies of charter, bylaws, and resolutions as exhibits.
4.4 | IV. Corporate Authorizations & Certificates | Certificate of Incorporation (as amended and restated) — Optiwave Semiconductor Corp., filed with Delaware Secretary of State | OWS (David Shih) | May 30, 2023 | May 30, 2023 | Delivered | Copy (certified) | Attached as exhibit to Secretary's Certificate. Delaware file no. 5738291.
4.5 | IV. Corporate Authorizations & Certificates | Bylaws (as amended and restated) — Optiwave Semiconductor Corp. | OWS (David Shih) | May 30, 2023 | May 30, 2023 | Delivered | Copy (certified) | Attached as exhibit to Secretary's Certificate.
4.6 | IV. Corporate Authorizations & Certificates | Good Standing Certificate — State of Delaware, Secretary of State, dated May 25, 2023 | OWS (David Shih) | May 30, 2023 | May 25, 2023 | Delivered | Original | Valid within 30 days of closing.
5.1 | V. Officers' Certificates | Officers' Certificate Pursuant to Purchase Agreement Section 6(d) — signed by Marcus Harding (CEO) and Priya Nandakumar (CFO), dated May 30, 2023; certifying representations and warranties true and correct at closing; all conditions satisfied | OWS (M. Harding, P. Nandakumar) / C&H (drafter) | May 30, 2023 | May 30, 2023 | Executed | Original | Delivered to initial purchasers at closing.
5.2 | V. Officers' Certificates | Officers' Certificate to Trustee re: Indenture — signed by Priya Nandakumar (CFO), dated May 30, 2023; certifying compliance with conditions precedent to issuance and due authorization of Indenture and Notes | OWS (P. Nandakumar) / C&H (drafter) | May 30, 2023 | May 30, 2023 | Executed | Original | Delivered to Broadmere Trust Company, N.A.
5.3 | V. Officers' Certificates | Chief Financial Officer's Certificate re: Solvency — signed by Priya Nandakumar (CFO), dated May 30, 2023; certifying solvency of OWS on a consolidated basis after giving effect to issuance of Notes and application of proceeds | OWS (P. Nandakumar) / C&H (drafter) | May 30, 2023 | May 30, 2023 | Executed | Original | Delivered to initial purchasers at closing.
6.1 | VI. Third-Party Deliverables | DTC Eligibility Letter / Letter of Representations — OWS and Broadmere Trust Company, N.A. to DTC, dated May 30, 2023; confirming Notes eligible for DTC book-entry; DTC Participant No. 2174 | OWS / Broadmere Trust / C&H (drafter) | May 30, 2023 | May 30, 2023 | Delivered | Original | Delivered to DTC prior to closing.
6.2 | VI. Third-Party Deliverables | Comfort Letter — Aldgate & Finch LLP (Robert Nishimura, Engagement Partner), initial comfort letter covering financial data in Preliminary Offering Memorandum | Aldgate & Finch LLP | May 24, 2023 | May 24, 2023 | Delivered | Original | Comfort letter request sent by C&H on May 16, 2023.
6.3 | VI. Third-Party Deliverables | Bring-Down Comfort Letter — Aldgate & Finch LLP, dated May 30, 2023, bringing down initial comfort letter to closing date | Aldgate & Finch LLP | May 30, 2023 | May 30, 2023 | Delivered | Original | Covers Final Offering Memorandum financial data through closing.
6.4 | VI. Third-Party Deliverables | Limited Consent and Waiver under Revolving Credit Facility — among OWS, Crestline National Bank, N.A. (admin agent), and lenders (incl. Piedmont Commerce Bank, Lakeshore Federal Credit Corp.), dated May 22, 2023; consent to Notes as Permitted Additional Indebtedness under Section 7.01(b) of $300,000,000 senior secured revolving credit facility (maturity August 15, 2026) | C&H (drafter); OWS, Crestline National, lenders (signatories) | May 22, 2023 | May 22, 2023 | Executed | Original | Revolving facility outstanding: $75,000,000; to be repaid from offering proceeds.
6.5 | VI. Third-Party Deliverables | Nasdaq Supplemental Listing Application Cover Letter — C&H to The Nasdaq Stock Market LLC, dated May 25, 2023; filing for listing of up to ~3,042,325 shares of OWS common stock (ticker: OWS) issuable upon conversion of Notes (incl. greenshoe shares) at conversion rate of 10.5820 shares per $1,000 principal | Calderwood & Harkness LLP / OWS | May 25, 2023 | May 25, 2023 | Filed | Electronic + Copy | Max shares: 287,500 × 10.5820 ≈ 3,042,325.
6.6 | VI. Third-Party Deliverables | Instruction Letter to Trustee — OWS to Broadmere Trust Company, N.A., dated May 29, 2023; instructing authentication and delivery of Notes in global form through DTC on May 30, 2023; specifying aggregate principal amount and CUSIP 683742AA5 | OWS (Rachel Fontaine) / C&H (drafter) | May 29, 2023 | May 29, 2023 | Delivered | Original | Addressed to Karen Llewellyn, Broadmere Trust, 100 Wall Street, 6th Floor, New York, NY 10005.
6.7 | VI. Third-Party Deliverables | Comfort Letter Request — C&H on behalf of OWS to Aldgate & Finch LLP (Robert Nishimura), dated May 16, 2023; requesting comfort letter covering financial data in Preliminary Offering Memorandum and bring-down at closing | Calderwood & Harkness LLP | May 16, 2023 | May 16, 2023 | Delivered | Electronic | Addressed to Robert Nishimura, 350 South Grand Avenue, Suite 3000, Los Angeles, CA 90071.
6.8 | VI. Third-Party Deliverables | Instruction Letter to Trustee (Over-Allotment) — OWS to Broadmere Trust Company, N.A., dated May 31, 2023; instructing authentication and delivery of additional $37,500,000 principal amount of Notes in global form through DTC on June 1, 2023 | OWS (Rachel Fontaine) / C&H (drafter) | May 31, 2023 | May 31, 2023 | Delivered | Original | Addressed to Karen Llewellyn, Broadmere Trust.
7.1 | VII. Funds Flow & Financial Deliverables | Funds Flow Memorandum — Closing May 30, 2023; base gross proceeds $250,000,000; initial purchasers' discount (base) $5,000,000; capped call payments ($17,250,000 to Ridgepoint, $11,500,000 to Northvane); net to OWS. Supplemental tab: over-allotment closing June 1, 2023 ($37,500,000 additional proceeds less $750,000 additional discount) | Calderwood & Harkness LLP / OWS (Rachel Fontaine) | May 30, 2023 | May 30, 2023 | Final | Electronic (Excel) | Wire instructions for all counterparties included. Total capped call cost: $28,750,000. Total discount: $5,750,000. Net proceeds for general corporate purposes: $251,800,000.
7.2 | VII. Funds Flow & Financial Deliverables | Wire Transfer Confirmations — confirmation of receipt of gross proceeds and confirmation of capped call premium payments to Ridgepoint and Northvane on May 30, 2023; confirmation of over-allotment proceeds on June 1, 2023 | OWS (Rachel Fontaine) / Broadmere Trust / Ridgepoint / Northvane | May 30, 2023 / June 1, 2023 | May 30, 2023 / June 1, 2023 | Confirmed | Electronic (copies of wire confirmations) | Base proceeds: $250,000,000. Over-allotment proceeds: $37,500,000. Total: $287,500,000.
8.1 | VIII. Engagement & Internal Administration | Engagement Letter — Calderwood & Harkness LLP to Optiwave Semiconductor Corp., dated March 6, 2023; scope of representation as issuer's counsel; fee cap $1,850,000 plus estimated disbursements $45,000; billing partner Theodore Langston; responsible partner Jennifer Kwon; matter no. 1014-00001; billing code 48710-001; NY governing law | Calderwood & Harkness LLP | March 6, 2023 | March 6, 2023 | Executed | Original | Addressed to David Shih, OWS General Counsel, 4800 Great America Parkway, Suite 1200, San Jose, CA 95054.
8.2 | VIII. Engagement & Internal Administration | Closing Confirmation Email — Jennifer Kwon to David Shih (OWS), Cameron Walsh (Ridgepoint), Diana Castellano (Prescott Whitfield LLP), and Karen Llewellyn (Broadmere Trust), dated May 30, 2023; confirming all closing conditions satisfied, Notes delivered through DTC, Indenture executed, capped call confirmations executed, receipt of $250,000,000 gross proceeds and $28,750,000 capped call payments | Calderwood & Harkness LLP (Jennifer Kwon) | May 30, 2023 | May 30, 2023 | Sent | Electronic (email) | Confirms base closing complete.
8.3 | VIII. Engagement & Internal Administration | Over-Allotment Closing Confirmation Email — Jennifer Kwon to David Shih (OWS), Cameron Walsh (Ridgepoint), Diana Castellano (Prescott Whitfield LLP), and Karen Llewellyn (Broadmere Trust), dated June 1, 2023; confirming delivery of additional $37,500,000 Notes, First Supplemental Indenture executed, receipt of over-allotment proceeds | Calderwood & Harkness LLP (Jennifer Kwon) | June 1, 2023 | June 1, 2023 | Sent | Electronic (email) | Confirms over-allotment closing complete.
8.4 | VIII. Engagement & Internal Administration | Final Matter Close Email — Jennifer Kwon to David Shih (OWS), Claire Dempsey, Audrey Zhou, Leonard Cross, Theodore Langston, dated June 12, 2023; confirming all final deliverables received and filed, over-allotment Notes ($37,500,000) delivered June 1, 2023, closing binder compiled, matter 1014-00001 marked closed and completed | Calderwood & Harkness LLP (Jennifer Kwon) | June 12, 2023 | June 12, 2023 | Sent | Electronic (email) | Matter status: Closed — Completed.
[sheet: Key Contacts]
Entity Full Legal Name | Short Name | Role | Key Contact | Title | Address | Notes
Optiwave Semiconductor Corp. | OWS | Issuer (Client) | David Shih | General Counsel & Corporate Secretary | 4800 Great America Parkway, Suite 1200, San Jose, CA 95054 | Delaware corp. (file no. 5738291); EIN 82-4917263; Nasdaq: OWS; SEC CIK: 0001823467
Optiwave Semiconductor Corp. | OWS | Issuer — CEO | Marcus Harding | Chief Executive Officer | 4800 Great America Parkway, Suite 1200, San Jose, CA 95054 | Signatory on Officers' Certificate (Purchase Agreement)
Optiwave Semiconductor Corp. | OWS | Issuer — CFO | Priya Nandakumar | Chief Financial Officer | 4800 Great America Parkway, Suite 1200, San Jose, CA 95054 | Signatory on Officers' Certificates (Purchase Agreement & Indenture)
Optiwave Semiconductor Corp. | OWS | Issuer — Treasurer | Rachel Fontaine | Treasurer | 4800 Great America Parkway, Suite 1200, San Jose, CA 95054 | Funds flow / wire instructions contact
Optiwave Semiconductor Corp. | OWS | Issuer — Board Chair | Dr. Evelyn Matsuda | Chair of the Board (Independent) | 4800 Great America Parkway, Suite 1200, San Jose, CA 95054
Calderwood & Harkness LLP | C&H | Issuer's Counsel | Jennifer Kwon | Responsible Partner, Capital Markets | 600 Lexington Avenue, 30th Floor, New York, NY 10022 | Matter No. 1014-00001; Billing Code 48710-001
Calderwood & Harkness LLP | C&H | Issuer's Counsel — Billing Partner | Theodore Langston | Billing Partner, Capital Markets | 600 Lexington Avenue, 30th Floor, New York, NY 10022
Calderwood & Harkness LLP | C&H | Issuer's Counsel — Lead Associate | Claire Dempsey | Lead Associate, Capital Markets | 600 Lexington Avenue, 30th Floor, New York, NY 10022
Calderwood & Harkness LLP | C&H | Issuer's Counsel — Working Associate | Audrey Zhou | Working Associate, Capital Markets | 600 Lexington Avenue, 30th Floor, New York, NY 10022
Calderwood & Harkness LLP | C&H | Issuer's Counsel — Tax | Leonard Cross | Specialist Partner, Tax | 600 Lexington Avenue, 30th Floor, New York, NY 10022 | Tax memorandum author
Ridgepoint Capital Markets LLC | Ridgepoint | Lead Initial Purchaser / Bookrunner / Capped Call Counterparty (60%) | Cameron Walsh | Head of Equity-Linked Origination | 383 Madison Avenue, 22nd Floor, New York, NY 10179 | Also: Natasha Okonkwo (MD, ECM Execution). Delaware LLC; SEC-registered broker-dealer.
Harborstone Securities Inc. | Harborstone | Co-Manager / Initial Purchaser | Jonathan Mercer | Managing Director, Equity-Linked Products | 200 Vesey Street, Suite 3100, New York, NY 10281 | Delaware corp.; SEC-registered broker-dealer.
Velthorn Zanthor & Co. | Velthorn Zanthor | Co-Manager / Initial Purchaser | Samira El-Amin | Director, Convertible Bond Desk | 750 Seventh Avenue, 18th Floor, New York, NY 10019 | NY general partnership; SEC-registered broker-dealer.
Northvane Financial Products LP | Northvane | Capped Call Counterparty (40%) | Philip Granier | Head of Equity Derivatives | 1 Liberty Plaza, 40th Floor, New York, NY 10006 | Delaware LP; CFTC-registered swap dealer.
Prescott Whitfield LLP | Prescott Whitfield | Initial Purchasers' Counsel | Diana Castellano | Lead Partner, Capital Markets | 51 West 52nd Street, New York, NY 10019 | Also: Ryan Fujimoto (Lead Associate). NY LLP.
Broadmere Trust Company, N.A. | Broadmere Trust | Trustee / Paying Agent / Conversion Agent / Registrar | Karen Llewellyn | Relationship Manager, Corporate Trust | 100 Wall Street, 6th Floor, New York, NY 10005 | National banking association. DTC Participant No. 2174.
Aldgate & Finch LLP | Aldgate & Finch | Independent Auditor (PCAOB) | Robert Nishimura | Engagement Partner | 350 South Grand Avenue, Suite 3000, Los Angeles, CA 90071 | Delaware LLP; PCAOB-registered.
Clearwater Transfer Services Inc. | Clearwater Transfer | Transfer Agent for OWS Common Stock | — | — | 6201 15th Avenue, Brooklyn, NY 11219 | Delaware corporation.
Crestline National Bank, N.A. | Crestline National | Administrative Agent, Revolving Credit Facility | — | — | 227 Park Avenue, 14th Floor, New York, NY 10172 | National banking association. $300M revolving facility; outstanding $75M.
Piedmont Commerce Bank | Piedmont Commerce | Syndicate Lender, Revolving Credit Facility | — | — | — | NC state-chartered bank.
Lakeshore Federal Credit Corp. | Lakeshore Federal | Syndicate Lender, Revolving Credit Facility | — | — | — | Delaware corporation.
[sheet: Key Dates]
Date | Milestone / Event | Status | Notes
March 3, 2023 | Conflict check memorandum cleared (C&H internal) | Completed | No disqualifying conflicts identified.
March 6, 2023 | Engagement opened; mandate letter signed | Completed | C&H Matter No. 1014-00001 opened.
March 8, 2023 | Staffing and budget memorandum circulated (Kwon to Langston) | Completed | Fee cap $1,850,000 plus $45,000 estimated disbursements.
March 10, 2023 | First organizational call | Completed
March 15, 2023 | C&H Deal Summary Memorandum circulated (Dempsey to Kwon) | Completed | Structural and economic overview.
April 3, 2023 | C&H Rule 144A Exemption Analysis memo circulated (Zhou) | Completed | Sec. 4(a)(2) / Rule 144A analysis.
April 10, 2023 | C&H ASC 470-20 / ASU 2020-06 Accounting and Tax Treatment memo circulated (Dempsey / Cross) | Completed | Liability classification; capped call equity treatment; APIC reduction.
April 14, 2023 | Draft Preliminary Offering Memorandum circulated | Completed
April 18, 2023 | C&H Capped Call Regulatory & Structural Issues memo circulated (Cross / Dempsey) | Completed | Sec. 1032, constructive sale, Dodd-Frank.
April 21, 2023 | C&H first draft Indenture circulated | Completed
May 1, 2023 | C&H first draft Purchase Agreement circulated | Completed
May 16, 2023 | Comfort letter request sent to Aldgate & Finch LLP | Completed
May 18, 2023 | Preliminary Offering Memorandum finalized | Completed | Bracketed pricing terms.
May 19, 2023 | OWS Board Resolutions adopted | Completed | Authorized up to $287,500,000 Notes; capped calls; use of proceeds.
May 22, 2023 | Limited Consent and Waiver under Revolving Credit Facility obtained | Completed | Consent from Crestline National Bank, N.A. and lenders under Section 7.01(b).
May 23, 2023 | Pricing Date — reference price $73.38/share; Pricing Committee Resolutions adopted | Completed | Conversion rate 10.5820; conversion price ~$94.50; cap price $110.07.
May 24, 2023 | Purchase Agreement executed (Signing); Final Offering Memorandum dated; initial comfort letter delivered by Aldgate & Finch | Completed
May 25, 2023 | Nasdaq supplemental listing application filed; Good Standing Certificate obtained from Delaware Secretary of State | Completed | Up to ~3,042,325 shares of OWS common stock.
May 26, 2023 | Over-allotment option exercised in full ($37,500,000 additional Notes) | Completed | Total aggregate principal: $287,500,000.
May 29, 2023 | Instruction letter to Trustee delivered; Tax memorandum (Leonard Cross) delivered to OWS | Completed
May 30, 2023 | Closing: Notes delivered via DTC; Indenture executed; Capped Call Confirmations (Ridgepoint & Northvane) executed; ISDA Master Agreements executed; DTC Letter of Representations delivered; bring-down comfort letter delivered; all opinions and certificates delivered; gross proceeds $250,000,000 received; capped call premiums $28,750,000 paid | Completed | Base closing date.
June 1, 2023 | Over-allotment additional Notes ($37,500,000) delivered; First Supplemental Indenture executed; first interest accrual date (Dec 1, 2023 first payment date) | Completed | Additional discount $750,000.
June 12, 2023 | Final closing deliverables received and filed; closing binder compiled; C&H Matter No. 1014-00001 marked Closed — Completed | Completed | Matter fully closed.
November 15, 2023 | First regular record date for interest payment | Future | Record date for December 1, 2023 interest payment.
December 1, 2023 | First interest payment date | Future | Semi-annual: $287,500,000 × 2.75% ÷ 2 = $3,953,125. Record date: Nov 15, 2023.
June 6, 2026 | Earliest optional redemption date | Future | Redeemable if stock exceeds 130% of conversion price ($122.85) for ≥ 20 of 30 consecutive trading days.
August 15, 2026 | Revolving credit facility maturity | Future | $300,000,000 facility with Crestline National Bank, N.A.
June 1, 2028 | Notes maturity date; capped call expiration | Future
[sheet: Transaction Summary]
Item | Value | Notes
Issuer | Optiwave Semiconductor Corp. | Delaware corp.; Nasdaq: OWS
Issuer EIN | 82-4917263
Delaware File No. | 5738291
SEC CIK | 0001823467
Instrument | 2.75% Convertible Senior Notes due 2028 | Rule 144A to QIBs
CUSIP (144A) | 683742AA5
ISIN (144A) | US683742AA53
Base Offering Principal | $250,000,000 | Deal value for engagement purposes
Over-Allotment Option (15%) | $37,500,000 | Exercised in full May 26, 2023
Total Aggregate Principal | $287,500,000 | $250M + $37.5M
Coupon Rate | 2.75% per annum | Semi-annual: June 1 and December 1
Annual Interest (Total Issue) | $7,906,250 | $287,500,000 × 2.75%
Maturity Date | June 1, 2028
Interest Payment Dates | June 1 and December 1 | Commencing December 1, 2023
Regular Record Dates | May 15 and November 15
Reference Price (Pricing Date) | $73.38/share | Closing price May 23, 2023
Initial Conversion Rate | 10.5820 shares / $1,000 principal
Initial Conversion Price | ~$94.50/share | $1,000 ÷ 10.5820
Conversion Premium | ~28.8% | ($94.50 − $73.38) / $73.38
Max Shares on Conversion (Base) | 2,645,500 | 250,000 × 10.5820
Max Shares on Conversion (Total) | ~3,042,325 | 287,500 × 10.5820
Net Share Settlement | Yes — Company may elect | Cash for principal; shares for excess
Earliest Optional Redemption | June 6, 2026 | 130% trigger ($122.85) for ≥ 20 of 30 consecutive trading days
130% of Conversion Price | $122.85 | $94.50 × 1.30
Capped Call Cap Price (Upper Strike) | $110.07/share | 50.0% premium over $73.38
Capped Call Lower Strike | ~$94.50/share | Equal to initial conversion price
Total Capped Call Cost | $28,750,000 | Across both counterparties
Ridgepoint Capped Call Allocation | 60% — $172,500,000 notional; $17,250,000 premium
Northvane Capped Call Allocation | 40% — $115,000,000 notional; $11,500,000 premium
Capped Call Expiration | June 1, 2028 | Matches Notes maturity
Initial Purchasers' discount | 2.00%
Total discount Amount | $5,750,000 | $287,500,000 × 2.00%
Ridgepoint discount Share (60%) | $3,450,000
Harborstone discount Share (25%) | $1,437,500
Velthorn Zanthor discount Share (15%) | $862,500
Structuring Fee (Ridgepoint) | $625,000 | 0.25% × $250,000,000 (base principal)
Estimated Offering Expenses | $1,200,000 | Excl. Discount & capped call
Net Proceeds (General Corporate) | $251,800,000 | $287.5M − $5.75M − $28.75M − $1.2M
Revolving Credit Facility | $300,000,000 senior secured | Crestline National Bank, N.A. (admin agent); maturity Aug 15, 2026
Revolving Facility Outstanding (May 23, 2023) | $75,000,000 | To be repaid from net proceeds
OWS FY2022 Revenue | $812,400,000
OWS FY2022 Adj. EBITDA | $198,700,000
OWS Market Cap (March 3, 2023) | ~$4,300,000,000 | 58.6M diluted shares × $73.38
C&H Fee Cap | $1,850,000 + ~$45,000 disbursements | Engagement letter
C&H Matter Number | 1014-00001 | Billing Code: 48710-001
Governing Law (Indenture / Purchase Agreement / Capped Calls) | State of New York
Trustee / Paying Agent | Broadmere Trust Company, N.A. | DTC Participant No. 2174
Transfer Agent (OWS Common Stock) | Clearwater Transfer Services Inc. | 6201 15th Avenue, Brooklyn, NY 11219
Independent Auditor | Aldgate & Finch LLP | PCAOB-registered; Robert Nishimura, Engagement Partner
Issuer's Counsel | Calderwood & Harkness LLP | Jennifer Kwon, Responsible Partner
Initial Purchasers' Counsel | Prescott Whitfield LLP | Diana Castellano, Lead Partner

[sheet: Closing Checklist]

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