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CONFIDENTIAL

OPTIWAVE SEMICONDUCTOR CORP. 4800 Great America Parkway, Suite 1200 San Jose, California 95054

May 29, 2023

Broadmere Trust Company, National Association As Trustee under the Indenture (as defined below) Corporate Trust Office 100 Wall Street, 6th Floor New York, New York 10005

Attention: Karen Llewellyn, Relationship Manager, Corporate Trust

Re: Authentication and Delivery of 2.75% Convertible Senior Notes due 2028 Indenture dated as of May 30, 2023 (the "Indenture") between Optiwave Semiconductor Corp. (the "Company") and Broadmere Trust Company, National Association (the "Trustee") CUSIP: 683742AA5 ISIN: US683742AA53

Dear Ms. Llewellyn:

1. Recitals and Background

Reference is hereby made to the Indenture to be dated as of May 30, 2023 (the "Indenture"), between Optiwave Semiconductor Corp., a Delaware corporation (the "Company"), and Broadmere Trust Company, National Association, a national banking association organized under the laws of the United States (the "Trustee"), governing the issuance of the Company's 2.75% Convertible Senior Notes due 2028 (the "Notes"). The Company and the Trustee intend to enter into the Indenture on May 30, 2023 (the "Closing Date").

The Notes are being issued pursuant to the terms and conditions set forth in the Indenture and are being offered and sold by the Company to the initial purchasers named below pursuant to that certain Purchase Agreement, dated as of May 24, 2023 (the "Purchase Agreement"), among the Company, Ridgepoint Capital Markets LLC ("Ridgepoint"), as representative of the initial purchasers listed therein, Harborstone Securities Inc. ("Harborstone"), and Velthorn Zanthor & Co. ("Velthorn Zanthor" and, together with Ridgepoint and Harborstone, the "Initial Purchasers").

The Notes are being offered and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 144A promulgated thereunder, solely to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the Securities Act). The Notes have not been and will not be registered under the Securities Act or under any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

Capitalized terms used but not otherwise defined in this instruction letter (this "Instruction Letter") shall have the meanings ascribed to such terms in the Indenture.

2. Instruction to Authenticate and Deliver — Base Offering

Pursuant to Section 2.02 of the Indenture, the Company hereby requests and instructs the Trustee to authenticate and deliver, on the Closing Date (May 30, 2023), the following:

One (1) Global Note in the aggregate principal amount of $250,000,000 (Two Hundred Fifty Million Dollars) (the "Base Global Note"), representing the Company's 2.75% Convertible Senior Notes due 2028, with the following terms and delivery instructions:

(a) Registration. The Base Global Note shall be registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), in accordance with Section 2.05 of the Indenture and DTC's applicable rules and procedures.

(b) Deposit. The Base Global Note shall be deposited with the Trustee, as custodian for DTC, in accordance with the Indenture and the FAST Agent Letter Agreement between the Trustee and DTC.

(d) CUSIP Number. 683742AA5.

(e) ISIN. US683742AA53.

(f) Maturity Date. June 1, 2028.

(g) Interest Rate. 2.75% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing December 1, 2023.

(h) Regular Record Dates. The close of business on May 15 and November 15 immediately preceding the applicable interest payment date, as set forth in Section 2.03 of the Indenture.

(i) Initial Conversion Rate. 10.5820 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), per $1,000 principal amount of Notes, subject to adjustment as provided in Article 14 of the Indenture.

The Trustee is authorized and directed to authenticate the Base Global Note by executing the Trustee's Certificate of Authentication appearing thereon and to deliver the Base Global Note through the facilities of DTC on the Closing Date in accordance with the delivery instructions set forth in Section 4 below.

3. Over-Allotment Option — Additional Notes

The Company hereby notifies the Trustee that, pursuant to Section 2 of the Purchase Agreement, the Initial Purchasers were granted an option (the "Over-Allotment Option") to purchase up to an additional $37,500,000 in aggregate principal amount of Notes (the "Option Notes"), exercisable in whole or in part at any time within a period of thirteen (13) calendar days from and including the date of the Purchase Agreement.

The Company further notifies the Trustee that the Over-Allotment Option was exercised in full by the Initial Purchasers on May 26, 2023, and that the closing date for the Option Notes shall be June 1, 2023 (the "Option Closing Date").

Accordingly, the Company hereby requests and instructs the Trustee to authenticate and deliver, on the Option Closing Date (June 1, 2023), the following:

One (1) additional Global Note in the aggregate principal amount of $37,500,000 (Thirty-Seven Million Five Hundred Thousand Dollars) (the "Option Global Note"), representing additional 2.75% Convertible Senior Notes due 2028 issued under the Indenture.

The Option Global Note shall be registered in the name of Cede & Co., as nominee for DTC, and shall be deposited with the Trustee, as custodian for DTC, in the same manner as the Base Global Note, and shall bear the same CUSIP number (683742AA5) and ISIN (US683742AA53) as the Base Global Note. The Option Notes shall be identical in all respects to the Notes issued on the Closing Date and shall constitute a single series of Notes under the Indenture. All other terms and conditions of the Option Global Note, including the interest rate, maturity date, regular record dates, and initial conversion rate, shall be as set forth in Section 2 above.

Following the authentication and delivery of the Option Global Note on the Option Closing Date, the total aggregate principal amount of Notes outstanding under the Indenture will be $287,500,000 (Two Hundred Eighty-Seven Million Five Hundred Thousand Dollars).

The Company acknowledges that, prior to the authentication and delivery of the Option Global Note on the Option Closing Date, it will deliver or cause to be delivered to the Trustee such additional certificates, opinions, or other documents as may be required under the Indenture and the Purchase Agreement in connection with the issuance of the Option Notes.

4. Delivery Instructions

The Trustee is instructed to deliver the Global Notes through the facilities of DTC on the applicable closing dates against payment as follows:

(a) Base Global Note. The Base Global Note in the aggregate principal amount of $250,000,000 shall be delivered through the facilities of DTC on May 30, 2023, against receipt of the aggregate purchase price therefor in immediately available funds, in accordance with the settlement procedures of DTC applicable to new issues of securities.

(b) Option Global Note. The Option Global Note in the aggregate principal amount of $37,500,000 shall be delivered through the facilities of DTC on June 1, 2023, against receipt of the aggregate purchase price therefor in immediately available funds, in accordance with the settlement procedures of DTC applicable to new issues of securities.

The Company will cause the aggregate purchase price for each of the Base Global Note and the Option Global Note (in each case, less the Initial Purchasers' discount as set forth in the Purchase Agreement) to be wired to the Trustee, or directly to such account or accounts as the Trustee may direct, in accordance with the funds flow instructions to be delivered separately to the Trustee and the Initial Purchasers prior to the applicable closing date. The Trustee should refer to the separate funds flow memorandum (the "Funds Flow Memorandum") to be circulated by Calderwood & Harkness LLP for complete wire transfer details, account information, and the applicable amounts to be credited and disbursed in connection with the closing of the offering.

The Trustee shall not authenticate or deliver any Global Note unless and until the Trustee has received (i) this Instruction Letter, (ii) the Indenture, duly executed and delivered by the Company and the Trustee, (iii) the Officers' Certificate described in Section 5 below, and (iv) the Global Note(s) in the form described in Section 6 below, in each case in form and substance satisfactory to the Trustee.

5. Officers' Certificate and Conditions

The Company hereby confirms that, on the Closing Date, it will deliver to the Trustee an Officers' Certificate, as required under Section 2.02 of the Indenture, certifying that all conditions precedent to the issuance and authentication of the Notes provided for in the Indenture have been complied with and that the issuance of the Notes has been duly authorized.

In connection therewith, the Company represents and confirms the following:

(a) The Board of Directors of the Company duly adopted resolutions at a meeting held on May 19, 2023, authorizing the issuance and sale of the Notes, the execution and delivery of the Indenture, the execution and delivery of the Purchase Agreement, and the performance by the Company of its obligations thereunder and under all related transaction documents.

(b) The Pricing Committee of the Board of Directors of the Company duly adopted resolutions on May 23, 2023, approving the final pricing terms of the Notes, including the aggregate principal amount, the interest rate, the initial conversion rate, the initial conversion price, and the other terms reflected in the Purchase Agreement and the Indenture.

(c) On or prior to the Closing Date, the Company will deliver, or cause to be delivered, to the Trustee and to the Initial Purchasers (as applicable) each of the following closing deliverables, to the extent required under the Indenture and the Purchase Agreement:

(i) the Officers' Certificate described above;

(ii) a Secretary's Certificate of the Company, certifying as to the incumbency and signatures of the officers executing the Indenture and the Notes on behalf of the Company, attaching copies of the resolutions of the Board of Directors and the Pricing Committee, and certifying that such resolutions have not been amended, modified, or rescinded and remain in full force and effect;

(iii) a legal opinion of Calderwood & Harkness LLP, counsel to the Company, addressed to the Trustee and the Initial Purchasers, in form and substance customary for transactions of this nature;

(iv) such other certificates, opinions, and documents as may be required by the Indenture and the Purchase Agreement to be delivered on the Closing Date as conditions to the obligation of the Initial Purchasers to purchase the Notes.

The Company understands that the Trustee will not authenticate or deliver the Notes until all such conditions precedent have been satisfied and the Trustee has received all required closing deliverables in form satisfactory to it.

6. Form of Global Note

Each Global Note shall be substantially in the form set forth in Exhibit A to the Indenture, with such changes thereto as may be required by the terms of the Indenture or as may be necessary or appropriate to reflect the terms of the Notes as established by the Indenture and the resolutions of the Board of Directors and Pricing Committee described above.

The Trustee is authorized and directed to complete each Global Note by inserting or causing to be inserted therein the following information:

(a) the aggregate principal amount of Notes represented by such Global Note (i.e., $250,000,000 for the Base Global Note and $37,500,000 for the Option Global Note);

(b) the date of authentication;

(d) such other information as is required to be inserted therein pursuant to the form of Global Note set forth in Exhibit A to the Indenture.

The Trustee shall execute the Certificate of Authentication appearing on each Global Note by the manual or facsimile signature of an authorized signatory of the Trustee in accordance with Section 2.02 of the Indenture, and no Global Note shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until such Certificate of Authentication has been duly executed.

7. Reliance and Authorization

The Trustee is entitled to conclusively rely upon this Instruction Letter, together with the Indenture, as its sole authority for the authentication and delivery of the Notes as described herein. This Instruction Letter constitutes the Company's written order and instruction to the Trustee to authenticate and deliver the Notes in accordance with the terms of Section 2.02 of the Indenture.

This Instruction Letter is being delivered by authorized officers of the Company who are duly authorized to execute and deliver this Instruction Letter on behalf of the Company and to give the instructions contained herein. Each of the undersigned officers of the Company hereby certifies that he or she is authorized to execute and deliver this Instruction Letter and to give the instructions and make the certifications set forth herein.

The Trustee shall have no duty or obligation to investigate, verify, or otherwise confirm the truth, accuracy, or completeness of any of the matters stated, certified, or represented in this Instruction Letter, and the Trustee may rely conclusively on the certifications, representations, and instructions contained herein without independent inquiry or investigation. Nothing contained in this Instruction Letter shall be deemed to impose upon the Trustee any duties or obligations other than those expressly set forth in the Indenture.

8. Contact Information

For questions regarding the instructions set forth in this Instruction Letter, or for any other matters relating to the closing of the transactions described herein, the Trustee should contact the following persons:

David Shih General Counsel & Corporate Secretary Optiwave Semiconductor Corp. 4800 Great America Parkway, Suite 1200 San Jose, California 95054 Telephone: (408) 555-7100

Email: dshih@optiwavesemi.com

Rachel Fontaine Treasurer Optiwave Semiconductor Corp. 4800 Great America Parkway, Suite 1200 San Jose, California 95054 Telephone: (408) 555-7142

Email: rfontaine@optiwavesemi.com

Jennifer Kwon Partner Calderwood & Harkness LLP (Issuer's Counsel) 600 Lexington Avenue, 30th Floor New York, New York 10022 Telephone: (212) 555-3400

Email: jennifer.kwon@calderwoodharkness.com

9. Governing Law

This Instruction Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law).

This Instruction Letter may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Instruction Letter by facsimile or by electronic transmission in portable document format (.pdf) shall be effective as delivery of an original executed counterpart.

[Remainder of this page intentionally left blank; signature pages follow]

[Signature Page to Instruction Letter to Trustee]

We respectfully request that the Trustee proceed in accordance with the foregoing instructions. Please do not hesitate to contact any of the persons listed in Section 8 above if you have any questions.

Very truly yours,

OPTIWAVE SEMICONDUCTOR CORP.

By: ________

Name: Priya Nandakumar

Title: Chief Financial Officer

By: ________

Name: David Shih

Title: General Counsel & Corporate Secretary

[Acknowledgment Page to Instruction Letter to Trustee]

Acknowledged and agreed as of the date first written above:

BROADMERE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee

By: ________

Name: Karen Llewellyn

Title: Authorized Signatory

Enclosures: None (all closing documents to be delivered separately)

cc:

Jennifer Kwon, Esq., Calderwood & Harkness LLP (Issuer's Counsel)

Cameron Walsh, Ridgepoint Capital Markets LLC (Lead Initial Purchaser)

Diana Castellano, Esq., Prescott Whitfield LLP (Initial Purchasers' Counsel)

CONFIDENTIAL
OPTIWAVE SEMICONDUCTOR CORP. 4800 Great America Parkway, Suite 1200 San Jose, California 95054
May 29, 2023
Broadmere Trust Company, National Association As Trustee under the Indenture (as defined below) Corporate Trust Office 100 Wall Street, 6th Floor New York, New York 10005
Attention: Karen Llewellyn, Relationship Manager, Corporate Trust
Re: Authentication and Delivery of 2.75% Convertible Senior Notes due 2028 Indenture dated as of May 30, 2023 (the "Indenture") between Optiwave Semiconductor Corp. (the "Company") and Broadmere Trust Company, National Association (the "Trustee") CUSIP: 683742AA5 ISIN: US683742AA53
Dear Ms. Llewellyn:
1. Recitals and Background
Reference is hereby made to the Indenture to be dated as of May 30, 2023 (the "Indenture"), between Optiwave Semiconductor Corp., a Delaware corporation (the "Company"), and Broadmere Trust Company, National Association, a national banking association organized under the laws of the United States (the "Trustee"), governing the issuance of the Company's 2.75% Convertible Senior Notes due 2028 (the "Notes"). The Company and the Trustee intend to enter into the Indenture on May 30, 2023 (the "Closing Date").
The Notes are being issued pursuant to the terms and conditions set forth in the Indenture and are being offered and sold by the Company to the initial purchasers named below pursuant to that certain Purchase Agreement, dated as of May 24, 2023 (the "Purchase Agreement"), among the Company, Ridgepoint Capital Markets LLC ("Ridgepoint"), as representative of the initial purchasers listed therein, Harborstone Securities Inc. ("Harborstone"), and Velthorn Zanthor & Co. ("Velthorn Zanthor" and, together with Ridgepoint and Harborstone, the "Initial Purchasers").
The Notes are being offered and sold in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 144A promulgated thereunder, solely to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the Securities Act). The Notes have not been and will not be registered under the Securities Act or under any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
Capitalized terms used but not otherwise defined in this instruction letter (this "Instruction Letter") shall have the meanings ascribed to such terms in the Indenture.
2. Instruction to Authenticate and Deliver — Base Offering
Pursuant to Section 2.02 of the Indenture, the Company hereby requests and instructs the Trustee to authenticate and deliver, on the Closing Date (May 30, 2023), the following:
One (1) Global Note in the aggregate principal amount of $250,000,000 (Two Hundred Fifty Million Dollars) (the "Base Global Note"), representing the Company's 2.75% Convertible Senior Notes due 2028, with the following terms and delivery instructions:
(a) Registration. The Base Global Note shall be registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), in accordance with Section 2.05 of the Indenture and DTC's applicable rules and procedures.
(b) Deposit. The Base Global Note shall be deposited with the Trustee, as custodian for DTC, in accordance with the Indenture and the FAST Agent Letter Agreement between the Trustee and DTC.
(c) DTC Participant Number. Broadmere Trust Company, National Association, DTC Participant No.: 2174.
(d) CUSIP Number. 683742AA5.
(e) ISIN. US683742AA53.
(f) Maturity Date. June 1, 2028.
(g) Interest Rate. 2.75% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing December 1, 2023.
(h) Regular Record Dates. The close of business on May 15 and November 15 immediately preceding the applicable interest payment date, as set forth in Section 2.03 of the Indenture.
(i) Initial Conversion Rate. 10.5820 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), per $1,000 principal amount of Notes, subject to adjustment as provided in Article 14 of the Indenture.
The Trustee is authorized and directed to authenticate the Base Global Note by executing the Trustee's Certificate of Authentication appearing thereon and to deliver the Base Global Note through the facilities of DTC on the Closing Date in accordance with the delivery instructions set forth in Section 4 below.
3. Over-Allotment Option — Additional Notes
The Company hereby notifies the Trustee that, pursuant to Section 2 of the Purchase Agreement, the Initial Purchasers were granted an option (the "Over-Allotment Option") to purchase up to an additional $37,500,000 in aggregate principal amount of Notes (the "Option Notes"), exercisable in whole or in part at any time within a period of thirteen (13) calendar days from and including the date of the Purchase Agreement.
The Company further notifies the Trustee that the Over-Allotment Option was exercised in full by the Initial Purchasers on May 26, 2023, and that the closing date for the Option Notes shall be June 1, 2023 (the "Option Closing Date").
Accordingly, the Company hereby requests and instructs the Trustee to authenticate and deliver, on the Option Closing Date (June 1, 2023), the following:
One (1) additional Global Note in the aggregate principal amount of $37,500,000 (Thirty-Seven Million Five Hundred Thousand Dollars) (the "Option Global Note"), representing additional 2.75% Convertible Senior Notes due 2028 issued under the Indenture.
The Option Global Note shall be registered in the name of Cede & Co., as nominee for DTC, and shall be deposited with the Trustee, as custodian for DTC, in the same manner as the Base Global Note, and shall bear the same CUSIP number (683742AA5) and ISIN (US683742AA53) as the Base Global Note. The Option Notes shall be identical in all respects to the Notes issued on the Closing Date and shall constitute a single series of Notes under the Indenture. All other terms and conditions of the Option Global Note, including the interest rate, maturity date, regular record dates, and initial conversion rate, shall be as set forth in Section 2 above.
Following the authentication and delivery of the Option Global Note on the Option Closing Date, the total aggregate principal amount of Notes outstanding under the Indenture will be $287,500,000 (Two Hundred Eighty-Seven Million Five Hundred Thousand Dollars).
The Company acknowledges that, prior to the authentication and delivery of the Option Global Note on the Option Closing Date, it will deliver or cause to be delivered to the Trustee such additional certificates, opinions, or other documents as may be required under the Indenture and the Purchase Agreement in connection with the issuance of the Option Notes.
4. Delivery Instructions
The Trustee is instructed to deliver the Global Notes through the facilities of DTC on the applicable closing dates against payment as follows:
(a) Base Global Note. The Base Global Note in the aggregate principal amount of $250,000,000 shall be delivered through the facilities of DTC on May 30, 2023, against receipt of the aggregate purchase price therefor in immediately available funds, in accordance with the settlement procedures of DTC applicable to new issues of securities.
(b) Option Global Note. The Option Global Note in the aggregate principal amount of $37,500,000 shall be delivered through the facilities of DTC on June 1, 2023, against receipt of the aggregate purchase price therefor in immediately available funds, in accordance with the settlement procedures of DTC applicable to new issues of securities.
The Company will cause the aggregate purchase price for each of the Base Global Note and the Option Global Note (in each case, less the Initial Purchasers' discount as set forth in the Purchase Agreement) to be wired to the Trustee, or directly to such account or accounts as the Trustee may direct, in accordance with the funds flow instructions to be delivered separately to the Trustee and the Initial Purchasers prior to the applicable closing date. The Trustee should refer to the separate funds flow memorandum (the "Funds Flow Memorandum") to be circulated by Calderwood & Harkness LLP for complete wire transfer details, account information, and the applicable amounts to be credited and disbursed in connection with the closing of the offering.
The Trustee shall not authenticate or deliver any Global Note unless and until the Trustee has received (i) this Instruction Letter, (ii) the Indenture, duly executed and delivered by the Company and the Trustee, (iii) the Officers' Certificate described in Section 5 below, and (iv) the Global Note(s) in the form described in Section 6 below, in each case in form and substance satisfactory to the Trustee.
5. Officers' Certificate and Conditions
The Company hereby confirms that, on the Closing Date, it will deliver to the Trustee an Officers' Certificate, as required under Section 2.02 of the Indenture, certifying that all conditions precedent to the issuance and authentication of the Notes provided for in the Indenture have been complied with and that the issuance of the Notes has been duly authorized.
In connection therewith, the Company represents and confirms the following:
(a) The Board of Directors of the Company duly adopted resolutions at a meeting held on May 19, 2023, authorizing the issuance and sale of the Notes, the execution and delivery of the Indenture, the execution and delivery of the Purchase Agreement, and the performance by the Company of its obligations thereunder and under all related transaction documents.
(b) The Pricing Committee of the Board of Directors of the Company duly adopted resolutions on May 23, 2023, approving the final pricing terms of the Notes, including the aggregate principal amount, the interest rate, the initial conversion rate, the initial conversion price, and the other terms reflected in the Purchase Agreement and the Indenture.
(c) On or prior to the Closing Date, the Company will deliver, or cause to be delivered, to the Trustee and to the Initial Purchasers (as applicable) each of the following closing deliverables, to the extent required under the Indenture and the Purchase Agreement:
(i) the Officers' Certificate described above;
(ii) a Secretary's Certificate of the Company, certifying as to the incumbency and signatures of the officers executing the Indenture and the Notes on behalf of the Company, attaching copies of the resolutions of the Board of Directors and the Pricing Committee, and certifying that such resolutions have not been amended, modified, or rescinded and remain in full force and effect;
(iii) a legal opinion of Calderwood & Harkness LLP, counsel to the Company, addressed to the Trustee and the Initial Purchasers, in form and substance customary for transactions of this nature;
(iv) such other certificates, opinions, and documents as may be required by the Indenture and the Purchase Agreement to be delivered on the Closing Date as conditions to the obligation of the Initial Purchasers to purchase the Notes.
The Company understands that the Trustee will not authenticate or deliver the Notes until all such conditions precedent have been satisfied and the Trustee has received all required closing deliverables in form satisfactory to it.
6. Form of Global Note
Each Global Note shall be substantially in the form set forth in Exhibit A to the Indenture, with such changes thereto as may be required by the terms of the Indenture or as may be necessary or appropriate to reflect the terms of the Notes as established by the Indenture and the resolutions of the Board of Directors and Pricing Committee described above.
The Trustee is authorized and directed to complete each Global Note by inserting or causing to be inserted therein the following information:
(a) the aggregate principal amount of Notes represented by such Global Note (i.e., $250,000,000 for the Base Global Note and $37,500,000 for the Option Global Note);
(b) the date of authentication;
(c) the CUSIP number (683742AA5) and the ISIN (US683742AA53); and
(d) such other information as is required to be inserted therein pursuant to the form of Global Note set forth in Exhibit A to the Indenture.
The Trustee shall execute the Certificate of Authentication appearing on each Global Note by the manual or facsimile signature of an authorized signatory of the Trustee in accordance with Section 2.02 of the Indenture, and no Global Note shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose until such Certificate of Authentication has been duly executed.
7. Reliance and Authorization
The Trustee is entitled to conclusively rely upon this Instruction Letter, together with the Indenture, as its sole authority for the authentication and delivery of the Notes as described herein. This Instruction Letter constitutes the Company's written order and instruction to the Trustee to authenticate and deliver the Notes in accordance with the terms of Section 2.02 of the Indenture.
This Instruction Letter is being delivered by authorized officers of the Company who are duly authorized to execute and deliver this Instruction Letter on behalf of the Company and to give the instructions contained herein. Each of the undersigned officers of the Company hereby certifies that he or she is authorized to execute and deliver this Instruction Letter and to give the instructions and make the certifications set forth herein.
The Trustee shall have no duty or obligation to investigate, verify, or otherwise confirm the truth, accuracy, or completeness of any of the matters stated, certified, or represented in this Instruction Letter, and the Trustee may rely conclusively on the certifications, representations, and instructions contained herein without independent inquiry or investigation. Nothing contained in this Instruction Letter shall be deemed to impose upon the Trustee any duties or obligations other than those expressly set forth in the Indenture.
8. Contact Information
For questions regarding the instructions set forth in this Instruction Letter, or for any other matters relating to the closing of the transactions described herein, the Trustee should contact the following persons:
David Shih General Counsel & Corporate Secretary Optiwave Semiconductor Corp. 4800 Great America Parkway, Suite 1200 San Jose, California 95054 Telephone: (408) 555-7100
Email: dshih@optiwavesemi.com
Rachel Fontaine Treasurer Optiwave Semiconductor Corp. 4800 Great America Parkway, Suite 1200 San Jose, California 95054 Telephone: (408) 555-7142
Email: rfontaine@optiwavesemi.com
Jennifer Kwon Partner Calderwood & Harkness LLP (Issuer's Counsel) 600 Lexington Avenue, 30th Floor New York, New York 10022 Telephone: (212) 555-3400
Email: jennifer.kwon@calderwoodharkness.com
9. Governing Law
This Instruction Letter shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of law principles thereof (other than Section 5-1401 of the New York General Obligations Law).
This Instruction Letter may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of this Instruction Letter by facsimile or by electronic transmission in portable document format (.pdf) shall be effective as delivery of an original executed counterpart.
[Remainder of this page intentionally left blank; signature pages follow]
[Signature Page to Instruction Letter to Trustee]
We respectfully request that the Trustee proceed in accordance with the foregoing instructions. Please do not hesitate to contact any of the persons listed in Section 8 above if you have any questions.
Very truly yours,
OPTIWAVE SEMICONDUCTOR CORP.
By: ________
Name: Priya Nandakumar
Title: Chief Financial Officer
By: ________
Name: David Shih
Title: General Counsel & Corporate Secretary
[Acknowledgment Page to Instruction Letter to Trustee]
Acknowledged and agreed as of the date first written above:
BROADMERE TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee
By: ________
Name: Karen Llewellyn
Title: Authorized Signatory
Enclosures: None (all closing documents to be delivered separately)
cc:
Jennifer Kwon, Esq., Calderwood & Harkness LLP (Issuer's Counsel)
Cameron Walsh, Ridgepoint Capital Markets LLC (Lead Initial Purchaser)
Diana Castellano, Esq., Prescott Whitfield LLP (Initial Purchasers' Counsel)

CONFIDENTIAL

OPTIWAVE SEMICONDUCTOR CORP.

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