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comfort-letter-request.docx DOCUMENT Capital Markets

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP 600 Lexington Avenue, 30th Floor New York, NY 10022

Telephone: (212) 848-4000 Facsimile: (212) 848-4800 www.calderwoodharkness.com

May 16, 2023

Aldgate & Finch LLP 350 South Grand Avenue, Suite 3000 Los Angeles, CA 90071

Attention: Robert Nishimura, Engagement Partner

Re: Request for Comfort Letter — Optiwave Semiconductor Corp. Rule 144A Offering of 2.75% Convertible Senior Notes due 2028

Dear Mr. Nishimura:

Calderwood & Harkness LLP ("C&H") acts as counsel to Optiwave Semiconductor Corp., a Delaware corporation ("Optiwave Semi," "OWS," or the "Company"), headquartered at 4800 Great America Parkway, Suite 1200, San Jose, California 95054 (Nasdaq Global Select Market ticker symbol: OWS), in connection with the matter referenced above (C&H Matter No. 1014-00001). We understand that Aldgate & Finch LLP ("A&F" or "your firm") serves as the independent registered public accounting firm of OWS, registered with the Public Company Accounting Oversight Board (the "PCAOB"), and that your firm has audited the consolidated financial statements of the Company for the fiscal years ended December 31, 2022 and December 31, 2021.

This letter is submitted on behalf of OWS to formally request the delivery of a comfort letter, and a subsequent bring-down comfort letter, in connection with the Company's proposed offering (the "Offering") of $250,000,000 aggregate principal amount of 2.75% Convertible Senior Notes due 2028 (the "Notes"), with a 15% over-allotment option permitting the initial purchasers to purchase up to an additional $37,500,000 in aggregate principal amount of Notes (for a total potential aggregate principal amount of $287,500,000). The Offering is being made exclusively to qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). No registration statement is being filed with the Securities and Exchange Commission (the "SEC") in connection with the Offering, and the Notes will not be registered under the Securities Act.

The Notes will be issued pursuant to an indenture (the "Indenture") to be entered into between OWS and Broadmere Trust Company, N.A., as trustee (the "Trustee"). The initial purchasers of the Notes are Ridgepoint Capital Markets LLC, as lead initial purchaser and sole bookrunning manager ("Ridgepoint"), Harborstone Securities Inc., as co-manager ("Harborstone"), and Velthorn Zanthor & Co., as co-manager ("Velthorn Zanthor," and together with Ridgepoint and Harborstone, the "Initial Purchasers"). The Initial Purchasers are represented by Prescott Whitfield LLP, with Diana Castellano serving as the lead partner on the engagement.

The comfort letter and bring-down comfort letter requested herein are being requested for the benefit of the Initial Purchasers pursuant to their customary due diligence requirements under the Purchase Agreement (as defined below) to be entered into among the Company and the Initial Purchasers in connection with the Offering. Such comfort letters are a condition precedent to the obligations of the Initial Purchasers under the Purchase Agreement and are an integral component of the due diligence process that the Initial Purchasers are conducting in connection with the Offering.

We respectfully request that A&F prepare and deliver the comfort letter and bring-down comfort letter in accordance with the terms, scope, and procedures described below.

1. Description of the Offering Memorandum

In connection with the Offering, the Company is preparing a Preliminary Offering Memorandum dated May 18, 2023 (the "Preliminary Offering Memorandum"), which is currently being finalized by the Company, with the assistance of its counsel and the Initial Purchasers and their counsel, and is expected to be distributed to prospective QIBs on or about May 18, 2023. The Preliminary Offering Memorandum will contain a comprehensive description of the Company, the terms of the Notes, the Offering, and certain financial and business information regarding the Company and its consolidated subsidiaries.

Following the pricing of the Notes (the expected pricing date is May 23, 2023), a Final Offering Memorandum (the "Final Offering Memorandum" and, together with the Preliminary Offering Memorandum, each an "Offering Memorandum") will be prepared and distributed to purchasers of the Notes. The Final Offering Memorandum will reflect the final pricing terms of the Offering, including, without limitation, the coupon rate, the initial conversion rate, the initial conversion price, the capped call cap price, and the aggregate principal amount of Notes to be issued (including any exercise of the over-allotment option). All bracketed or estimated terms contained in the Preliminary Offering Memorandum will be finalized and replaced with definitive terms in the Final Offering Memorandum.

The Preliminary Offering Memorandum contains, or will contain, financial data derived from OWS's audited consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2021, and may also contain unaudited interim consolidated financial data for periods subsequent to December 31, 2022 (including, if available, quarterly data for the fiscal quarter ended March 31, 2023). Your firm audited the consolidated financial statements of OWS for the fiscal year ended December 31, 2022, which reflected, among other items, revenue of $812.4 million and adjusted EBITDA of $198.7 million, and for the fiscal year ended December 31, 2021, and your audit reports thereon are incorporated by reference or included in the Preliminary Offering Memorandum.

We request that the comfort letter cover the financial data and financial statements appearing in the Preliminary Offering Memorandum (and, to the extent that the Final Offering Memorandum contains material changes from the Preliminary Offering Memorandum with respect to financial data, the Final Offering Memorandum) as described more fully in Section 2 below.

2. Scope of Comfort Procedures Requested

We respectfully request that the comfort letter address and cover the following specific matters and procedures:

2.1 Independence. We request that A&F confirm in the comfort letter that your firm is an independent registered public accounting firm with respect to OWS within the meaning of the Securities Act and the applicable rules and regulations thereunder, including Regulation S-X, and the applicable rules and regulations of the SEC and the PCAOB. Such confirmation should cover the period from the beginning of the earliest fiscal year for which audited financial statements are included in the Offering Memorandum through the date of the comfort letter.

2.2 Audited Financial Statements

We request that A&F confirm in the comfort letter the following:

(a) That the audited consolidated financial statements of OWS — including the consolidated balance sheets as of December 31, 2022 and December 31, 2021, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows for the fiscal years then ended, together with all related notes thereto (collectively, the "Audited Financial Statements") — as included in or incorporated by reference in the Preliminary Offering Memorandum, have been audited by A&F and that your firm's audit report thereon, dated on the date of its original issuance, is included in the Preliminary Offering Memorandum.

(b) That such audits were conducted in accordance with the standards of the PCAOB, and that your report expressed an unqualified opinion (or, if applicable, the nature of any qualifications) on such consolidated financial statements and, to the extent applicable, on the effectiveness of the Company's internal control over financial reporting as of December 31, 2022.

(c) That the Audited Financial Statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and Regulation S-X thereunder (to the extent applicable in the context of a Rule 144A offering), including any requirements that would be applicable if the Company were filing a registration statement on Form S-1 or Form S-3 under the Securities Act.

2.3 Unaudited Interim Financial Data

We request that the comfort letter address the following with respect to any unaudited interim consolidated financial statements or financial data for periods subsequent to December 31, 2022 that are included in the Preliminary Offering Memorandum (including, if available, unaudited interim consolidated financial statements for the fiscal quarter ended March 31, 2023):

(a) If A&F has performed a review of such unaudited interim financial data in accordance with PCAOB Auditing Standard AS 4105 (Review of Interim Financial Information) (or AICPA AU-C Section 930, as applicable), a confirmation that such limited review procedures were performed and a description of the nature and scope of such review, together with a statement that A&F's review report (if separately issued) is included in or available for inclusion in the Offering Memorandum.

(b) If no review has been conducted with respect to such unaudited interim financial data, a statement that A&F has applied certain specified procedures (which do not constitute an audit or a review conducted in accordance with the standards of the PCAOB or the AICPA) to the unaudited interim financial data as described in the comfort letter, and a description of the findings resulting from the application of such procedures.

(c) In either case, confirmation that A&F has read the unaudited interim financial data included in the Preliminary Offering Memorandum and has compared it with the Company's underlying accounting records and, where applicable, has confirmed the mathematical accuracy of the derivation of such data from such records.

2.4 Specific Financial Data — Tables and Figures

We further request that the comfort procedures cover the following specific financial data, figures, and tables appearing in the Preliminary Offering Memorandum. Specific page and section references will be confirmed and communicated to A&F once the Preliminary Offering Memorandum is in final or substantially final form. In the interim, we provide the following descriptions of the financial data to be covered:

(a) Selected Historical Consolidated Financial Data. The comfort letter should cover the selected historical consolidated financial data of OWS for the fiscal years ended December 31, 2022 and December 31, 2021, as set forth in the "Selected Historical Consolidated Financial Data" section (or similarly titled section) of the Preliminary Offering Memorandum. Such data is expected to include, without limitation, the following line items: revenue, cost of revenue, gross profit, operating expenses, operating income, net income (loss), adjusted EBITDA, total assets, total current assets, total current liabilities, total debt (including short-term and long-term debt), stockholders' equity (total equity attributable to OWS), and per-share data (including basic and diluted earnings per share). In particular, we request that the comfort letter specifically cover the Company's reported FY2022 revenue of $812.4 million and FY2022 adjusted EBITDA of $198.7 million, confirming the derivation of such amounts from the Audited Financial Statements and, with respect to adjusted EBITDA, the mathematical accuracy of the reconciliation from the most directly comparable GAAP measure.

(b) Capitalization Table. The comfort letter should cover the pro forma capitalization table of OWS as set forth in the "Capitalization" section of the Preliminary Offering Memorandum, giving pro forma effect to (i) the issuance of the Notes (assuming the base offering of $250,000,000 in aggregate principal amount and, if applicable, including the exercise in full of the over-allotment option for an additional $37,500,000 in aggregate principal amount), (ii) the application of a portion of the net proceeds to repay $75,000,000 of outstanding borrowings under the Company's $300,000,000 senior secured revolving credit facility (the "Credit Facility") with Crestline National Bank, N.A., as administrative agent and a lender, and (iii) the funding of the capped call transactions at an aggregate cost of $28,750,000. The comfort procedures should include verification of the mathematical accuracy of the pro forma adjustments and the resulting pro forma capitalization figures as derived from the underlying financial data and the assumptions stated in the Offering Memorandum.

(c) Use of Proceeds Table. The comfort letter should cover the use of proceeds table or disclosure set forth in the "Use of Proceeds" section of the Preliminary Offering Memorandum, including verification of the mathematical accuracy of the following items (to the extent they appear in such table or disclosure): gross proceeds of the Offering, the deduction of the initial purchasers' discount at a rate of 2.00% of the aggregate principal amount, the capped call cost of $28,750,000, estimated offering expenses of approximately $1,200,000, and the resulting estimated net proceeds. For the total Offering inclusive of the full exercise of the over-allotment option, estimated net proceeds are approximately $251,800,000. The comfort procedures should confirm the mathematical accuracy of the derivation of such net proceeds figures.

(d) Description of Indebtedness. The comfort letter should cover the financial data relating to the outstanding indebtedness of the Company as set forth in the "Description of Other Indebtedness" or similarly titled section of the Preliminary Offering Memorandum, including amounts outstanding under the Credit Facility. As of the anticipated pricing date of May 23, 2023, the Company anticipates that approximately $75,000,000 will be outstanding under the Credit Facility. The comfort procedures should confirm the accuracy of such financial data as derived from the Company's books and records or most recent financial statements.

(e) Financial Data in MD&A or Business Sections. The comfort letter should cover all financial data appearing in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section and the "Business" section of the Preliminary Offering Memorandum that is derived from or based on the Audited Financial Statements or any unaudited interim financial data of the Company. Such financial data is expected to include, without limitation, revenue figures (including revenue by segment or product line, if applicable), adjusted EBITDA metrics, operating margins, gross margins, research and development expense figures, capital expenditure figures, free cash flow metrics, and other financial statistics. The comfort procedures should confirm the accuracy of such financial data as derived from the Audited Financial Statements, the Company's accounting records, or any reviewed or unreviewed interim financial data.

(f) Per-Share Data. The comfort letter should cover all per-share data appearing in the Preliminary Offering Memorandum, including the reported number of diluted shares outstanding (approximately 58.6 million diluted shares as of the most recent period), basic and diluted earnings per share for the fiscal years ended December 31, 2022 and December 31, 2021, and any pro forma per-share calculations reflecting the effect of the Offering. The comfort procedures should confirm the mathematical accuracy of such per-share calculations.

(g) Market Capitalization Reference. If the Preliminary Offering Memorandum includes a reference to the Company's approximate market capitalization, the comfort letter should confirm the mathematical accuracy of the derivation of such figure. The Company's approximate market capitalization is expected to be referenced at approximately $4.3 billion, based on approximately 58.6 million diluted shares outstanding multiplied by the reference or recent trading price per share of the Company's common stock.

(h) Interest Expense / Coverage Calculations. To the extent the Preliminary Offering Memorandum contains pro forma interest expense calculations or interest coverage ratio calculations reflecting the issuance of the Notes, the comfort letter should confirm the mathematical accuracy of such calculations. For reference, annual interest on the Notes at a coupon rate of 2.75% on total aggregate principal of $287,500,000 (assuming full exercise of the over-allotment option) would be approximately $7,906,250 per annum, payable semi-annually in arrears on June 1 and December 1 of each year.

2.5 Negative Assurance on Changes (Change Period)

We request that the comfort letter include a "negative assurance" statement (also referred to as a "no decrease" or "no material change" statement) with respect to certain specified financial line items of the Company as of a date not more than five (5) business days prior to the date of the comfort letter (such date, the "Cut-Off Date"), to the effect that nothing has come to the attention of A&F that caused them to believe that:

(a) There was any change in the issued and outstanding capital stock (including common stock and any preferred stock) of OWS, or any increase in the consolidated long-term debt (including the current portion thereof) of OWS and its consolidated subsidiaries, or any decrease in the consolidated stockholders' equity of OWS and its consolidated subsidiaries, in each case as compared to the amounts shown in the most recent consolidated balance sheet included or incorporated by reference in the Preliminary Offering Memorandum (whether audited or unaudited), except in each case for changes, increases, or decreases that the comfort letter sets forth; and

(b) For the period from the day following the date of the most recent financial statements or financial data included or incorporated by reference in the Preliminary Offering Memorandum through the Cut-Off Date, there were any decreases, as compared to the corresponding period in the prior fiscal year, in any of the following: (i) consolidated revenue, (ii) consolidated operating income, or (iii) consolidated net income (or any increase in consolidated net loss), in each case of OWS and its consolidated subsidiaries, except in each case for decreases (or increases in net loss) that the comfort letter sets forth.

We acknowledge that the specific metrics and financial line items to be covered by the negative assurance statement in the change period may require further discussion and agreement among A&F, C&H, and the Initial Purchasers' counsel, and we look forward to working with your firm to confirm the precise scope of the change period procedures.

3. Timing and Delivery Requirements

3.1 Initial Comfort Letter

We request that the initial comfort letter be dated as of the date of execution and delivery of the purchase agreement (the "Purchase Agreement") to be entered into among OWS and the Initial Purchasers in connection with the Offering. Based on the current anticipated timeline for the Offering, the anticipated signing date for the Purchase Agreement is on or about May 24, 2023.

The comfort letter should be addressed to the Initial Purchasers: Ridgepoint Capital Markets LLC, Harborstone Securities Inc., and Velthorn Zanthor & Co. Copies of the comfort letter should be provided simultaneously to Calderwood & Harkness LLP, as counsel to OWS, and to Prescott Whitfield LLP, as counsel to the Initial Purchasers.

The comfort letter should be prepared in accordance with the standards and guidance set forth in AICPA AU-C Section 920 (Letters for Underwriters and Certain Other Requesting Parties) and/or PCAOB Auditing Standard AS 6101 (Letters for Underwriters and Certain Other Requesting Parties), as applicable and as adapted for the Rule 144A offering context. We note that, while the Offering does not involve the filing of a registration statement with the SEC, it is customary practice in Rule 144A offerings of this nature for the independent auditors to provide comfort letters to the initial purchasers substantially similar in form and substance to those provided in connection with registered public offerings, as contemplated by SAS 72 (as codified in AS 6101) and the related practice guidance. We request that the comfort letter be prepared consistent with this customary practice.

3.2 Bring-Down Comfort Letter

We request that a bring-down comfort letter (the "Bring-Down Comfort Letter") be delivered as of the closing date for the Offering (the anticipated closing date is May 30, 2023), updating the initial comfort letter to reflect procedures performed through a more recent Cut-Off Date (not more than five (5) business days prior to the closing date). The Bring-Down Comfort Letter should confirm that the conclusions and statements set forth in the initial comfort letter remain accurate and should update the negative assurance statement through the more recent Cut-Off Date.

Delivery of the Bring-Down Comfort Letter is a condition to closing under the Purchase Agreement, and accordingly, timely delivery of the Bring-Down Comfort Letter is essential to the successful completion of the Offering.

In addition, if the Initial Purchasers exercise the over-allotment option to purchase up to an additional $37,500,000 in aggregate principal amount of Notes, an additional bring-down comfort letter may be required at the time of the closing of the delivery of the over-allotment Notes. The anticipated closing date for any over-allotment Notes, if the option is exercised in full on the original closing date, is June 1, 2023. We will advise your firm promptly if and when the over-allotment option is exercised, and we request that A&F be prepared to deliver such additional bring-down comfort letter on the schedule required by the Purchase Agreement.

4. Form of Comfort Letter

We request that the comfort letter be in a form that is customary for Rule 144A offerings of convertible notes and that is satisfactory in all respects to the Initial Purchasers and their counsel, Prescott Whitfield LLP. The comfort letter should follow the general format and structure set forth in AS 6101, with such modifications as are appropriate for the Rule 144A offering context and as are consistent with customary market practice for comparable transactions.

To facilitate the review and comment process, we request that a draft of the comfort letter be circulated to C&H and Prescott Whitfield LLP for review no later than May 22, 2023, which is approximately two (2) business days before the anticipated signing date of the Purchase Agreement. This will allow sufficient time for our review, for the review by the Initial Purchasers' counsel, and for the resolution of any comments or questions regarding the form, scope, and substance of the comfort letter prior to the anticipated signing date.

C&H will facilitate and coordinate any discussions between A&F and Prescott Whitfield LLP regarding the form and scope of the comfort letter, including the resolution of any comments or drafting issues that may arise during the review process. We anticipate that a call among all parties to discuss the draft comfort letter may be scheduled on or about May 22 or May 23, 2023, and we will coordinate the scheduling of such call with all parties in due course.

5. Access to Information and Working Papers

In connection with the due diligence review being conducted by the Initial Purchasers and their counsel, we respectfully request that A&F make available to the Initial Purchasers and to Prescott Whitfield LLP access to audit working papers and relevant personnel of your firm, as may be reasonably requested, in connection with the Initial Purchasers' due diligence review of OWS's financial statements and financial data included in the Offering Memorandum. Such access is customary in connection with offerings of this type and is expected by the Initial Purchasers as part of their due diligence process.

OWS has authorized A&F to cooperate fully with the Initial Purchasers and their counsel, Prescott Whitfield LLP, in connection with such due diligence review, including by making available audit working papers and relevant personnel for discussions and inquiries. This authorization will be confirmed in writing by David Shih, General Counsel and Corporate Secretary of OWS, or by Priya Nandakumar, Chief Financial Officer of OWS, and a copy of such written authorization will be provided to A&F promptly. Any access to working papers will be subject to A&F's customary terms, conditions, and access letters.

6. Key Transaction Parameters for Reference

For the convenience of A&F in preparing the comfort letter, and to assist your firm in identifying and confirming the specific financial data appearing in the Offering Memorandum that relates to the terms of the Offering, we set forth below a summary of the key financial terms of the Offering:

Please note: The final pricing terms of the Offering are subject to change and will be set on the pricing date (anticipated May 23, 2023). The Preliminary Offering Memorandum will contain bracketed or estimated terms that will be replaced with definitive terms in the Final Offering Memorandum. A&F should use the terms set forth above for purposes of preparing the draft comfort letter and should update such terms as necessary once final pricing is determined.

7. Contact Information and Coordination

To ensure the efficient coordination of the comfort letter process, we provide below the primary contacts for each party involved in this matter:

Calderwood & Harkness LLP (Company's Counsel):

Jennifer Kwon, Partner (Responsible Partner) Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 848-4312

Email: jennifer.kwon@calderwoodharkness.com

Claire Dempsey, Lead Associate Telephone: (212) 848-4587

Email: claire.dempsey@calderwoodharkness.com

Audrey Zhou, Working Associate Telephone: (212) 848-4623

Email: audrey.zhou@calderwoodharkness.com

Optiwave Semiconductor Corp. (the Company):

Priya Nandakumar, Chief Financial Officer Optiwave Semiconductor Corp. 4800 Great America Parkway, Suite 1200 San Jose, CA 95054 Telephone: (408) 555-7100

Email: pnandakumar@optiwavesemi.com

Rachel Fontaine, Treasurer Telephone: (408) 555-7115

Email: rfontaine@optiwavesemi.com

David Shih, General Counsel & Corporate Secretary Telephone: (408) 555-7200

Email: dshih@optiwavesemi.com

Prescott Whitfield LLP (Initial Purchasers' Counsel):

Diana Castellano, Lead Partner Prescott Whitfield LLP 51 West 52nd Street New York, NY 10019 Telephone: (212) 506-3400

Email: dcastellano@prescottwhitfield.com

Ryan Fujimoto, Lead Associate Telephone: (212) 506-3428

Email: rfujimoto@prescottwhitfield.com

We respectfully request that A&F direct any questions regarding this comfort letter request to Jennifer Kwon or Claire Dempsey at C&H at the contact information set forth above, or to Priya Nandakumar at OWS. We are available to discuss the scope and format of the comfort letter at your earliest convenience and would be pleased to schedule a conference call among the relevant parties to facilitate the process.

We appreciate Aldgate & Finch LLP's prompt attention to this request. As noted above, the anticipated timeline for the Offering is as follows: pricing is expected on May 23, 2023; execution and delivery of the Purchase Agreement is expected on May 24, 2023; and closing is expected on May 30, 2023. Given this compressed timeline, timely delivery of the draft comfort letter and the final comfort letter is essential to the successful completion of the Offering, and we ask that your firm give this matter its highest priority.

OWS hereby authorizes and directs Aldgate & Finch LLP to deliver the initial comfort letter and the Bring-Down Comfort Letter (and any additional bring-down comfort letter in connection with the exercise of the over-allotment option) as requested herein, addressed to the Initial Purchasers, with copies to C&H and Prescott Whitfield LLP. This letter is being sent with the full knowledge, authorization, and at the direction of OWS.

We look forward to working with you on this matter and thank you in advance for your cooperation and assistance.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Jennifer Kwon, Partner Capital Markets Practice

cc:

David Shih, General Counsel & Corporate Secretary, Optiwave Semiconductor Corp.

Priya Nandakumar, Chief Financial Officer, Optiwave Semiconductor Corp.

Cameron Walsh, Head of Equity-Linked Origination, Ridgepoint Capital Markets LLC

Diana Castellano, Partner, Prescott Whitfield LLP

Theodore Langston, Partner, Calderwood & Harkness LLP

Claire Dempsey, Associate, Calderwood & Harkness LLP

Parameter	Detail
Base Offering	$250,000,000 aggregate principal amount of Notes
Over-Allotment Option	Up to $37,500,000 additional aggregate principal amount (15%)
Total Potential Aggregate Principal	$287,500,000
Coupon Rate	2.75% per annum
Interest Payment Dates	Semi-annually on June 1 and December 1
Annual Interest (Total Offering)	Approximately $7,906,250
Initial Conversion Rate	10.5820 shares of OWS common stock per $1,000 principal amount of Notes
Initial Conversion Price	Approximately $94.50 per share
Reference Price	$73.38 per share (Nasdaq closing price on anticipated pricing date, May 23, 2023)
Conversion Premium	Approximately 28.8% over the Reference Price
Capped Call Cap Price	$110.07 per share (50.0% premium over the Reference Price)
Capped Call Aggregate Cost	$28,750,000 (Ridgepoint: $17,250,000; Northvane Financial Products LP: $11,500,000)
Initial Purchasers' discount	2.00% of the aggregate principal amount
Net Proceeds (Estimated, Total Offering)	Approximately $251,800,000
Revolving Credit Facility Repayment	$75,000,000
Estimated Offering Expenses	Approximately $1,200,000
CUSIP	683742AA5
ISIN	US683742AA53
Maturity Date	June 1, 2028
Trustee	Broadmere Trust Company, N.A.

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP 600 Lexington Avenue, 30th Floor New York, NY 10022
Telephone: (212) 848-4000 Facsimile: (212) 848-4800 www.calderwoodharkness.com
May 16, 2023
Aldgate & Finch LLP 350 South Grand Avenue, Suite 3000 Los Angeles, CA 90071
Attention: Robert Nishimura, Engagement Partner
Re: Request for Comfort Letter — Optiwave Semiconductor Corp. Rule 144A Offering of 2.75% Convertible Senior Notes due 2028
Dear Mr. Nishimura:
Calderwood & Harkness LLP ("C&H") acts as counsel to Optiwave Semiconductor Corp., a Delaware corporation ("Optiwave Semi," "OWS," or the "Company"), headquartered at 4800 Great America Parkway, Suite 1200, San Jose, California 95054 (Nasdaq Global Select Market ticker symbol: OWS), in connection with the matter referenced above (C&H Matter No. 1014-00001). We understand that Aldgate & Finch LLP ("A&F" or "your firm") serves as the independent registered public accounting firm of OWS, registered with the Public Company Accounting Oversight Board (the "PCAOB"), and that your firm has audited the consolidated financial statements of the Company for the fiscal years ended December 31, 2022 and December 31, 2021.
This letter is submitted on behalf of OWS to formally request the delivery of a comfort letter, and a subsequent bring-down comfort letter, in connection with the Company's proposed offering (the "Offering") of $250,000,000 aggregate principal amount of 2.75% Convertible Senior Notes due 2028 (the "Notes"), with a 15% over-allotment option permitting the initial purchasers to purchase up to an additional $37,500,000 in aggregate principal amount of Notes (for a total potential aggregate principal amount of $287,500,000). The Offering is being made exclusively to qualified institutional buyers ("QIBs") within the meaning of Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). No registration statement is being filed with the Securities and Exchange Commission (the "SEC") in connection with the Offering, and the Notes will not be registered under the Securities Act.
The Notes will be issued pursuant to an indenture (the "Indenture") to be entered into between OWS and Broadmere Trust Company, N.A., as trustee (the "Trustee"). The initial purchasers of the Notes are Ridgepoint Capital Markets LLC, as lead initial purchaser and sole bookrunning manager ("Ridgepoint"), Harborstone Securities Inc., as co-manager ("Harborstone"), and Velthorn Zanthor & Co., as co-manager ("Velthorn Zanthor," and together with Ridgepoint and Harborstone, the "Initial Purchasers"). The Initial Purchasers are represented by Prescott Whitfield LLP, with Diana Castellano serving as the lead partner on the engagement.
The comfort letter and bring-down comfort letter requested herein are being requested for the benefit of the Initial Purchasers pursuant to their customary due diligence requirements under the Purchase Agreement (as defined below) to be entered into among the Company and the Initial Purchasers in connection with the Offering. Such comfort letters are a condition precedent to the obligations of the Initial Purchasers under the Purchase Agreement and are an integral component of the due diligence process that the Initial Purchasers are conducting in connection with the Offering.
We respectfully request that A&F prepare and deliver the comfort letter and bring-down comfort letter in accordance with the terms, scope, and procedures described below.
1. Description of the Offering Memorandum
In connection with the Offering, the Company is preparing a Preliminary Offering Memorandum dated May 18, 2023 (the "Preliminary Offering Memorandum"), which is currently being finalized by the Company, with the assistance of its counsel and the Initial Purchasers and their counsel, and is expected to be distributed to prospective QIBs on or about May 18, 2023. The Preliminary Offering Memorandum will contain a comprehensive description of the Company, the terms of the Notes, the Offering, and certain financial and business information regarding the Company and its consolidated subsidiaries.
Following the pricing of the Notes (the expected pricing date is May 23, 2023), a Final Offering Memorandum (the "Final Offering Memorandum" and, together with the Preliminary Offering Memorandum, each an "Offering Memorandum") will be prepared and distributed to purchasers of the Notes. The Final Offering Memorandum will reflect the final pricing terms of the Offering, including, without limitation, the coupon rate, the initial conversion rate, the initial conversion price, the capped call cap price, and the aggregate principal amount of Notes to be issued (including any exercise of the over-allotment option). All bracketed or estimated terms contained in the Preliminary Offering Memorandum will be finalized and replaced with definitive terms in the Final Offering Memorandum.
The Preliminary Offering Memorandum contains, or will contain, financial data derived from OWS's audited consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2021, and may also contain unaudited interim consolidated financial data for periods subsequent to December 31, 2022 (including, if available, quarterly data for the fiscal quarter ended March 31, 2023). Your firm audited the consolidated financial statements of OWS for the fiscal year ended December 31, 2022, which reflected, among other items, revenue of $812.4 million and adjusted EBITDA of $198.7 million, and for the fiscal year ended December 31, 2021, and your audit reports thereon are incorporated by reference or included in the Preliminary Offering Memorandum.
We request that the comfort letter cover the financial data and financial statements appearing in the Preliminary Offering Memorandum (and, to the extent that the Final Offering Memorandum contains material changes from the Preliminary Offering Memorandum with respect to financial data, the Final Offering Memorandum) as described more fully in Section 2 below.
2. Scope of Comfort Procedures Requested
We respectfully request that the comfort letter address and cover the following specific matters and procedures:
2.1 Independence.  We request that A&F confirm in the comfort letter that your firm is an independent registered public accounting firm with respect to OWS within the meaning of the Securities Act and the applicable rules and regulations thereunder, including Regulation S-X, and the applicable rules and regulations of the SEC and the PCAOB. Such confirmation should cover the period from the beginning of the earliest fiscal year for which audited financial statements are included in the Offering Memorandum through the date of the comfort letter.
2.2 Audited Financial Statements
We request that A&F confirm in the comfort letter the following:
(a) That the audited consolidated financial statements of OWS — including the consolidated balance sheets as of December 31, 2022 and December 31, 2021, and the related consolidated statements of operations, comprehensive income (loss), stockholders' equity, and cash flows for the fiscal years then ended, together with all related notes thereto (collectively, the "Audited Financial Statements") — as included in or incorporated by reference in the Preliminary Offering Memorandum, have been audited by A&F and that your firm's audit report thereon, dated on the date of its original issuance, is included in the Preliminary Offering Memorandum.
(b) That such audits were conducted in accordance with the standards of the PCAOB, and that your report expressed an unqualified opinion (or, if applicable, the nature of any qualifications) on such consolidated financial statements and, to the extent applicable, on the effectiveness of the Company's internal control over financial reporting as of December 31, 2022.
(c) That the Audited Financial Statements comply as to form in all material respects with the applicable accounting requirements of the Securities Act and Regulation S-X thereunder (to the extent applicable in the context of a Rule 144A offering), including any requirements that would be applicable if the Company were filing a registration statement on Form S-1 or Form S-3 under the Securities Act.
2.3 Unaudited Interim Financial Data
We request that the comfort letter address the following with respect to any unaudited interim consolidated financial statements or financial data for periods subsequent to December 31, 2022 that are included in the Preliminary Offering Memorandum (including, if available, unaudited interim consolidated financial statements for the fiscal quarter ended March 31, 2023):
(a) If A&F has performed a review of such unaudited interim financial data in accordance with PCAOB Auditing Standard AS 4105 (Review of Interim Financial Information) (or AICPA AU-C Section 930, as applicable), a confirmation that such limited review procedures were performed and a description of the nature and scope of such review, together with a statement that A&F's review report (if separately issued) is included in or available for inclusion in the Offering Memorandum.
(b) If no review has been conducted with respect to such unaudited interim financial data, a statement that A&F has applied certain specified procedures (which do not constitute an audit or a review conducted in accordance with the standards of the PCAOB or the AICPA) to the unaudited interim financial data as described in the comfort letter, and a description of the findings resulting from the application of such procedures.
(c) In either case, confirmation that A&F has read the unaudited interim financial data included in the Preliminary Offering Memorandum and has compared it with the Company's underlying accounting records and, where applicable, has confirmed the mathematical accuracy of the derivation of such data from such records.
2.4 Specific Financial Data — Tables and Figures
We further request that the comfort procedures cover the following specific financial data, figures, and tables appearing in the Preliminary Offering Memorandum. Specific page and section references will be confirmed and communicated to A&F once the Preliminary Offering Memorandum is in final or substantially final form. In the interim, we provide the following descriptions of the financial data to be covered:
(a) Selected Historical Consolidated Financial Data. The comfort letter should cover the selected historical consolidated financial data of OWS for the fiscal years ended December 31, 2022 and December 31, 2021, as set forth in the "Selected Historical Consolidated Financial Data" section (or similarly titled section) of the Preliminary Offering Memorandum. Such data is expected to include, without limitation, the following line items: revenue, cost of revenue, gross profit, operating expenses, operating income, net income (loss), adjusted EBITDA, total assets, total current assets, total current liabilities, total debt (including short-term and long-term debt), stockholders' equity (total equity attributable to OWS), and per-share data (including basic and diluted earnings per share). In particular, we request that the comfort letter specifically cover the Company's reported FY2022 revenue of $812.4 million and FY2022 adjusted EBITDA of $198.7 million, confirming the derivation of such amounts from the Audited Financial Statements and, with respect to adjusted EBITDA, the mathematical accuracy of the reconciliation from the most directly comparable GAAP measure.
(b) Capitalization Table. The comfort letter should cover the pro forma capitalization table of OWS as set forth in the "Capitalization" section of the Preliminary Offering Memorandum, giving pro forma effect to (i) the issuance of the Notes (assuming the base offering of $250,000,000 in aggregate principal amount and, if applicable, including the exercise in full of the over-allotment option for an additional $37,500,000 in aggregate principal amount), (ii) the application of a portion of the net proceeds to repay $75,000,000 of outstanding borrowings under the Company's $300,000,000 senior secured revolving credit facility (the "Credit Facility") with Crestline National Bank, N.A., as administrative agent and a lender, and (iii) the funding of the capped call transactions at an aggregate cost of $28,750,000. The comfort procedures should include verification of the mathematical accuracy of the pro forma adjustments and the resulting pro forma capitalization figures as derived from the underlying financial data and the assumptions stated in the Offering Memorandum.
(c) Use of Proceeds Table. The comfort letter should cover the use of proceeds table or disclosure set forth in the "Use of Proceeds" section of the Preliminary Offering Memorandum, including verification of the mathematical accuracy of the following items (to the extent they appear in such table or disclosure): gross proceeds of the Offering, the deduction of the initial purchasers' discount at a rate of 2.00% of the aggregate principal amount, the capped call cost of $28,750,000, estimated offering expenses of approximately $1,200,000, and the resulting estimated net proceeds. For the total Offering inclusive of the full exercise of the over-allotment option, estimated net proceeds are approximately $251,800,000. The comfort procedures should confirm the mathematical accuracy of the derivation of such net proceeds figures.
(d) Description of Indebtedness. The comfort letter should cover the financial data relating to the outstanding indebtedness of the Company as set forth in the "Description of Other Indebtedness" or similarly titled section of the Preliminary Offering Memorandum, including amounts outstanding under the Credit Facility. As of the anticipated pricing date of May 23, 2023, the Company anticipates that approximately $75,000,000 will be outstanding under the Credit Facility. The comfort procedures should confirm the accuracy of such financial data as derived from the Company's books and records or most recent financial statements.
(e) Financial Data in MD&A or Business Sections. The comfort letter should cover all financial data appearing in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" section and the "Business" section of the Preliminary Offering Memorandum that is derived from or based on the Audited Financial Statements or any unaudited interim financial data of the Company. Such financial data is expected to include, without limitation, revenue figures (including revenue by segment or product line, if applicable), adjusted EBITDA metrics, operating margins, gross margins, research and development expense figures, capital expenditure figures, free cash flow metrics, and other financial statistics. The comfort procedures should confirm the accuracy of such financial data as derived from the Audited Financial Statements, the Company's accounting records, or any reviewed or unreviewed interim financial data.
(f) Per-Share Data. The comfort letter should cover all per-share data appearing in the Preliminary Offering Memorandum, including the reported number of diluted shares outstanding (approximately 58.6 million diluted shares as of the most recent period), basic and diluted earnings per share for the fiscal years ended December 31, 2022 and December 31, 2021, and any pro forma per-share calculations reflecting the effect of the Offering. The comfort procedures should confirm the mathematical accuracy of such per-share calculations.
(g) Market Capitalization Reference. If the Preliminary Offering Memorandum includes a reference to the Company's approximate market capitalization, the comfort letter should confirm the mathematical accuracy of the derivation of such figure. The Company's approximate market capitalization is expected to be referenced at approximately $4.3 billion, based on approximately 58.6 million diluted shares outstanding multiplied by the reference or recent trading price per share of the Company's common stock.
(h) Interest Expense / Coverage Calculations. To the extent the Preliminary Offering Memorandum contains pro forma interest expense calculations or interest coverage ratio calculations reflecting the issuance of the Notes, the comfort letter should confirm the mathematical accuracy of such calculations. For reference, annual interest on the Notes at a coupon rate of 2.75% on total aggregate principal of $287,500,000 (assuming full exercise of the over-allotment option) would be approximately $7,906,250 per annum, payable semi-annually in arrears on June 1 and December 1 of each year.
2.5 Negative Assurance on Changes (Change Period)
We request that the comfort letter include a "negative assurance" statement (also referred to as a "no decrease" or "no material change" statement) with respect to certain specified financial line items of the Company as of a date not more than five (5) business days prior to the date of the comfort letter (such date, the "Cut-Off Date"), to the effect that nothing has come to the attention of A&F that caused them to believe that:
(a) There was any change in the issued and outstanding capital stock (including common stock and any preferred stock) of OWS, or any increase in the consolidated long-term debt (including the current portion thereof) of OWS and its consolidated subsidiaries, or any decrease in the consolidated stockholders' equity of OWS and its consolidated subsidiaries, in each case as compared to the amounts shown in the most recent consolidated balance sheet included or incorporated by reference in the Preliminary Offering Memorandum (whether audited or unaudited), except in each case for changes, increases, or decreases that the comfort letter sets forth; and
(b) For the period from the day following the date of the most recent financial statements or financial data included or incorporated by reference in the Preliminary Offering Memorandum through the Cut-Off Date, there were any decreases, as compared to the corresponding period in the prior fiscal year, in any of the following: (i) consolidated revenue, (ii) consolidated operating income, or (iii) consolidated net income (or any increase in consolidated net loss), in each case of OWS and its consolidated subsidiaries, except in each case for decreases (or increases in net loss) that the comfort letter sets forth.
We acknowledge that the specific metrics and financial line items to be covered by the negative assurance statement in the change period may require further discussion and agreement among A&F, C&H, and the Initial Purchasers' counsel, and we look forward to working with your firm to confirm the precise scope of the change period procedures.
3. Timing and Delivery Requirements
3.1 Initial Comfort Letter
We request that the initial comfort letter be dated as of the date of execution and delivery of the purchase agreement (the "Purchase Agreement") to be entered into among OWS and the Initial Purchasers in connection with the Offering. Based on the current anticipated timeline for the Offering, the anticipated signing date for the Purchase Agreement is on or about May 24, 2023.
The comfort letter should be addressed to the Initial Purchasers: Ridgepoint Capital Markets LLC, Harborstone Securities Inc., and Velthorn Zanthor & Co. Copies of the comfort letter should be provided simultaneously to Calderwood & Harkness LLP, as counsel to OWS, and to Prescott Whitfield LLP, as counsel to the Initial Purchasers.
The comfort letter should be prepared in accordance with the standards and guidance set forth in AICPA AU-C Section 920 (Letters for Underwriters and Certain Other Requesting Parties) and/or PCAOB Auditing Standard AS 6101 (Letters for Underwriters and Certain Other Requesting Parties), as applicable and as adapted for the Rule 144A offering context. We note that, while the Offering does not involve the filing of a registration statement with the SEC, it is customary practice in Rule 144A offerings of this nature for the independent auditors to provide comfort letters to the initial purchasers substantially similar in form and substance to those provided in connection with registered public offerings, as contemplated by SAS 72 (as codified in AS 6101) and the related practice guidance. We request that the comfort letter be prepared consistent with this customary practice.
3.2 Bring-Down Comfort Letter
We request that a bring-down comfort letter (the "Bring-Down Comfort Letter") be delivered as of the closing date for the Offering (the anticipated closing date is May 30, 2023), updating the initial comfort letter to reflect procedures performed through a more recent Cut-Off Date (not more than five (5) business days prior to the closing date). The Bring-Down Comfort Letter should confirm that the conclusions and statements set forth in the initial comfort letter remain accurate and should update the negative assurance statement through the more recent Cut-Off Date.
Delivery of the Bring-Down Comfort Letter is a condition to closing under the Purchase Agreement, and accordingly, timely delivery of the Bring-Down Comfort Letter is essential to the successful completion of the Offering.
In addition, if the Initial Purchasers exercise the over-allotment option to purchase up to an additional $37,500,000 in aggregate principal amount of Notes, an additional bring-down comfort letter may be required at the time of the closing of the delivery of the over-allotment Notes. The anticipated closing date for any over-allotment Notes, if the option is exercised in full on the original closing date, is June 1, 2023. We will advise your firm promptly if and when the over-allotment option is exercised, and we request that A&F be prepared to deliver such additional bring-down comfort letter on the schedule required by the Purchase Agreement.
4. Form of Comfort Letter
We request that the comfort letter be in a form that is customary for Rule 144A offerings of convertible notes and that is satisfactory in all respects to the Initial Purchasers and their counsel, Prescott Whitfield LLP. The comfort letter should follow the general format and structure set forth in AS 6101, with such modifications as are appropriate for the Rule 144A offering context and as are consistent with customary market practice for comparable transactions.
To facilitate the review and comment process, we request that a draft of the comfort letter be circulated to C&H and Prescott Whitfield LLP for review no later than May 22, 2023, which is approximately two (2) business days before the anticipated signing date of the Purchase Agreement. This will allow sufficient time for our review, for the review by the Initial Purchasers' counsel, and for the resolution of any comments or questions regarding the form, scope, and substance of the comfort letter prior to the anticipated signing date.
C&H will facilitate and coordinate any discussions between A&F and Prescott Whitfield LLP regarding the form and scope of the comfort letter, including the resolution of any comments or drafting issues that may arise during the review process. We anticipate that a call among all parties to discuss the draft comfort letter may be scheduled on or about May 22 or May 23, 2023, and we will coordinate the scheduling of such call with all parties in due course.
5. Access to Information and Working Papers
In connection with the due diligence review being conducted by the Initial Purchasers and their counsel, we respectfully request that A&F make available to the Initial Purchasers and to Prescott Whitfield LLP access to audit working papers and relevant personnel of your firm, as may be reasonably requested, in connection with the Initial Purchasers' due diligence review of OWS's financial statements and financial data included in the Offering Memorandum. Such access is customary in connection with offerings of this type and is expected by the Initial Purchasers as part of their due diligence process.
OWS has authorized A&F to cooperate fully with the Initial Purchasers and their counsel, Prescott Whitfield LLP, in connection with such due diligence review, including by making available audit working papers and relevant personnel for discussions and inquiries. This authorization will be confirmed in writing by David Shih, General Counsel and Corporate Secretary of OWS, or by Priya Nandakumar, Chief Financial Officer of OWS, and a copy of such written authorization will be provided to A&F promptly. Any access to working papers will be subject to A&F's customary terms, conditions, and access letters.
6. Key Transaction Parameters for Reference
For the convenience of A&F in preparing the comfort letter, and to assist your firm in identifying and confirming the specific financial data appearing in the Offering Memorandum that relates to the terms of the Offering, we set forth below a summary of the key financial terms of the Offering:
Please note: The final pricing terms of the Offering are subject to change and will be set on the pricing date (anticipated May 23, 2023). The Preliminary Offering Memorandum will contain bracketed or estimated terms that will be replaced with definitive terms in the Final Offering Memorandum. A&F should use the terms set forth above for purposes of preparing the draft comfort letter and should update such terms as necessary once final pricing is determined.
7. Contact Information and Coordination
To ensure the efficient coordination of the comfort letter process, we provide below the primary contacts for each party involved in this matter:
Calderwood & Harkness LLP (Company's Counsel):
Jennifer Kwon, Partner (Responsible Partner) Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, NY 10022 Telephone: (212) 848-4312
Email: jennifer.kwon@calderwoodharkness.com
Claire Dempsey, Lead Associate Telephone: (212) 848-4587
Email: claire.dempsey@calderwoodharkness.com
Audrey Zhou, Working Associate Telephone: (212) 848-4623
Email: audrey.zhou@calderwoodharkness.com
Optiwave Semiconductor Corp. (the Company):
Priya Nandakumar, Chief Financial Officer Optiwave Semiconductor Corp. 4800 Great America Parkway, Suite 1200 San Jose, CA 95054 Telephone: (408) 555-7100
Email: pnandakumar@optiwavesemi.com
Rachel Fontaine, Treasurer Telephone: (408) 555-7115
Email: rfontaine@optiwavesemi.com
David Shih, General Counsel & Corporate Secretary Telephone: (408) 555-7200
Email: dshih@optiwavesemi.com
Prescott Whitfield LLP (Initial Purchasers' Counsel):
Diana Castellano, Lead Partner Prescott Whitfield LLP 51 West 52nd Street New York, NY 10019 Telephone: (212) 506-3400
Email: dcastellano@prescottwhitfield.com
Ryan Fujimoto, Lead Associate Telephone: (212) 506-3428
Email: rfujimoto@prescottwhitfield.com
We respectfully request that A&F direct any questions regarding this comfort letter request to Jennifer Kwon or Claire Dempsey at C&H at the contact information set forth above, or to Priya Nandakumar at OWS. We are available to discuss the scope and format of the comfort letter at your earliest convenience and would be pleased to schedule a conference call among the relevant parties to facilitate the process.
We appreciate Aldgate & Finch LLP's prompt attention to this request. As noted above, the anticipated timeline for the Offering is as follows: pricing is expected on May 23, 2023; execution and delivery of the Purchase Agreement is expected on May 24, 2023; and closing is expected on May 30, 2023. Given this compressed timeline, timely delivery of the draft comfort letter and the final comfort letter is essential to the successful completion of the Offering, and we ask that your firm give this matter its highest priority.
OWS hereby authorizes and directs Aldgate & Finch LLP to deliver the initial comfort letter and the Bring-Down Comfort Letter (and any additional bring-down comfort letter in connection with the exercise of the over-allotment option) as requested herein, addressed to the Initial Purchasers, with copies to C&H and Prescott Whitfield LLP. This letter is being sent with the full knowledge, authorization, and at the direction of OWS.
We look forward to working with you on this matter and thank you in advance for your cooperation and assistance.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Jennifer Kwon, Partner Capital Markets Practice
cc:
David Shih, General Counsel & Corporate Secretary, Optiwave Semiconductor Corp.
Priya Nandakumar, Chief Financial Officer, Optiwave Semiconductor Corp.
Cameron Walsh, Head of Equity-Linked Origination, Ridgepoint Capital Markets LLC
Diana Castellano, Partner, Prescott Whitfield LLP
Theodore Langston, Partner, Calderwood & Harkness LLP
Claire Dempsey, Associate, Calderwood & Harkness LLP
Parameter | Detail
Base Offering | $250,000,000 aggregate principal amount of Notes
Over-Allotment Option | Up to $37,500,000 additional aggregate principal amount (15%)
Total Potential Aggregate Principal | $287,500,000
Coupon Rate | 2.75% per annum
Interest Payment Dates | Semi-annually on June 1 and December 1
Annual Interest (Total Offering) | Approximately $7,906,250
Initial Conversion Rate | 10.5820 shares of OWS common stock per $1,000 principal amount of Notes
Initial Conversion Price | Approximately $94.50 per share
Reference Price | $73.38 per share (Nasdaq closing price on anticipated pricing date, May 23, 2023)
Conversion Premium | Approximately 28.8% over the Reference Price
Capped Call Cap Price | $110.07 per share (50.0% premium over the Reference Price)
Capped Call Aggregate Cost | $28,750,000 (Ridgepoint: $17,250,000; Northvane Financial Products LP: $11,500,000)
Initial Purchasers' discount | 2.00% of the aggregate principal amount
Net Proceeds (Estimated, Total Offering) | Approximately $251,800,000
Revolving Credit Facility Repayment | $75,000,000
Estimated Offering Expenses | Approximately $1,200,000
CUSIP | 683742AA5
ISIN | US683742AA53
Maturity Date | June 1, 2028
Trustee | Broadmere Trust Company, N.A.

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CALDERWOOD & HARKNESS LLP

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