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CALDERWOOD & HARKNESS LLP Attorneys at Law

600 Lexington Avenue, 30th Floor New York, NY 10022

Telephone: (212) 558-4000 Facsimile: (212) 558-3588

www.calderwoodharkness.com

Jennifer Kwon Partner, Capital Markets Direct: (212) 558-4127 jkwon@calderwoodharkness.com

May 25, 2023

VIA ELECTRONIC SUBMISSION AND OVERNIGHT COURIER

The Nasdaq Stock Market LLC Listing Qualifications Department 151 West 42nd Street New York, NY 10036

Re: Supplemental Listing Application for Additional Shares of Common Stock of Optiwave Semiconductor Corp. (Nasdaq: OWS) Issuable upon Conversion of 2.75% Convertible Senior Notes due 2028

C&H Matter No. 1014-00001

Dear Ladies and Gentlemen:

I. Introduction

Calderwood & Harkness LLP serves as outside counsel to Optiwave Semiconductor Corp., a corporation duly organized and existing under the laws of the State of Delaware ("Optiwave Semi" or the "Company"), in connection with the Company's offering of 2.75% Convertible Senior Notes due 2028 (the "Notes"). The Company's shares of common stock, par value $0.001 per share (the "Common Stock"), are currently listed on The Nasdaq Global Select Market under the ticker symbol "OWS."

On behalf of the Company, we are pleased to submit herewith a Supplemental Listing Application (the "Application") pursuant to applicable Nasdaq Listing Rules, including Nasdaq Listing Rule 5210(c), for the listing of additional shares of Common Stock that may be issuable from time to time upon conversion of the Notes. The Company is currently in good standing with all applicable continued listing standards of The Nasdaq Stock Market and respectfully requests that the additional shares described herein be approved for listing upon official notice of issuance.

The purpose of this letter is to provide the Listing Qualifications Department with a summary of the material terms of the Notes, the conversion mechanics giving rise to the shares for which listing is sought, and certain background information regarding the Company. We have enclosed with this letter the completed Application form and all required supporting documentation, as described in further detail in Section VI below.

II. Description of the Offering and the Notes

On May 24, 2023, the Company entered into a Purchase Agreement (the "Purchase Agreement") with Ridgepoint Capital Markets LLC, acting as the representative of the several initial purchasers named therein, Harborstone Securities Inc., and Velthorn Zanthor & Co. (collectively, the "Initial Purchasers"), pursuant to which the Company agreed to issue and sell $250,000,000 aggregate principal amount of its 2.75% Convertible Senior Notes due 2028. In addition, under the terms of the Purchase Agreement, the Company granted to the Initial Purchasers an option (the "Over-Allotment Option") to purchase up to an additional $37,500,000 aggregate principal amount of Notes, representing fifteen percent (15%) of the base offering amount, exercisable in whole or in part at any time within a period of thirteen (13) days from and including the date of the Purchase Agreement.

As of the date of this letter, the Over-Allotment Option has not yet been exercised. However, in order to ensure the completeness of this Application and to avoid the need for a subsequent supplemental filing, the Application is being submitted to cover the maximum number of shares of Common Stock issuable upon conversion of the Notes assuming the full exercise of the Over-Allotment Option, which would bring the total aggregate principal amount of Notes outstanding to $287,500,000. For the avoidance of doubt, we note that the Over-Allotment Option was subsequently exercised in full on May 26, 2023.

The Notes are being offered and sold to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act and Rule 144A promulgated thereunder. No registration statement has been filed or is expected to be filed with the Securities and Exchange Commission (the "SEC") in connection with the offering of the Notes. The offering of the Notes was made pursuant to a Final Offering Memorandum dated May 24, 2023 (the "Offering Memorandum"), a copy of which is enclosed herewith.

The material terms of the Notes are summarized as follows:

Issuer: Optiwave Semiconductor Corp.

Title of Securities: 2.75% Convertible Senior Notes due 2028

Aggregate Principal Amount: $287,500,000 (assuming full exercise of the Over-Allotment Option)

Maturity Date: June 1, 2028

Interest Rate: 2.75% per annum

Interest Payment Dates: June 1 and December 1 of each year, commencing December 1, 2023

Indenture: The Notes will be issued pursuant to an Indenture (the "Indenture") to be entered into between the Company and Broadmere Trust Company, N.A., as trustee (the "Trustee"), to be dated as of the expected closing date of May 30, 2023. A draft execution form of the Indenture is enclosed herewith, and the final executed version will be furnished to Nasdaq promptly following closing.

CUSIP: 683742AA5

ISIN: US683742AA53

Ranking: The Notes will be the Company's senior unsecured obligations and will rank senior in right of payment to any of the Company's future indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of the Company's existing and future unsecured indebtedness that is not so subordinated; effectively subordinated to any of the Company's existing and future secured indebtedness, to the extent of the value of the assets securing such indebtedness; and structurally subordinated to all existing and future indebtedness and other liabilities of the Company's subsidiaries.

III. Conversion Terms and Number of Shares for Listing

The Notes are convertible into shares of Common Stock, par value $0.001 per share, under the terms and conditions set forth in the Indenture. The Company may elect to settle conversions of the Notes through "net share settlement," which means that the Company would pay cash in respect of the principal amount of the Notes being converted and deliver shares of Common Stock in respect of the conversion value in excess of such principal amount. The Company may also elect to settle conversions entirely in cash or entirely in shares of Common Stock, or any combination thereof, at the Company's election.

The key conversion terms are as follows:

Initial Conversion Rate: 10.5820 shares of Common Stock per $1,000 principal amount of Notes.

Initial Conversion Price: Approximately $94.50 per share, calculated as $1,000 divided by the initial conversion rate of 10.5820 shares.

Reference Price: $73.38 per share, which was the closing sale price of the Company's Common Stock on the Nasdaq Global Select Market on May 23, 2023, the pricing date for the offering.

Conversion Premium: The initial conversion price of approximately $94.50 per share represents an approximate 28.8% premium over the reference price of $73.38 per share.

Based on the foregoing conversion rate and the aggregate principal amount of Notes (assuming full exercise of the Over-Allotment Option), the maximum number of shares of Common Stock issuable upon conversion of the Notes at the initial conversion rate is calculated as follows:

Base Offering: $250,000,000 aggregate principal amount ÷ $1,000 denomination = 250,000 Notes × 10.5820 shares per Note = 2,645,500 shares of Common Stock.

Including Full Exercise of the Over-Allotment Option: $287,500,000 aggregate principal amount ÷ $1,000 denomination = 287,500 Notes × 10.5820 shares per Note = approximately 3,042,325 shares of Common Stock.

It should be noted that the conversion rate is subject to adjustment upon the occurrence of certain events as set forth in Article 14 of the Indenture, including, without limitation, customary anti-dilution adjustments in connection with (a) stock dividends, splits, and combinations; (b) distributions of rights, options, or warrants to holders of Common Stock; (c) distributions of assets, debt securities, or capital stock (other than the Common Stock) to holders of Common Stock; (d) cash dividends or distributions in excess of specified thresholds; and (e) certain tender offers or exchange offers by the Company or any of its subsidiaries. In addition, the Indenture provides for a make-whole fundamental change adjustment in the event of certain qualifying fundamental change transactions, which could temporarily increase the conversion rate above the initial conversion rate and thereby result in the issuance of additional shares of Common Stock. However, the Application is being submitted based on the initial conversion rate, and the Company anticipates that any shares of Common Stock issuable as a result of adjustments to the conversion rate would be covered by the existing listing or by an additional supplemental listing application, if and as required.

Accordingly, the Company hereby requests that The Nasdaq Stock Market approve for listing up to approximately 3,042,325 shares of Common Stock issuable upon conversion of the Notes (including Notes issuable upon full exercise of the Over-Allotment Option), subject to official notice of issuance.

IV. Company Information Summary

Set forth below is a summary of certain information concerning the Company:

Full Legal Name: Optiwave Semiconductor Corp.

State of Incorporation: Delaware (Secretary of State File No. 5738291)

Principal Executive Offices: 4800 Great America Parkway, Suite 1200, San Jose, California 95054

Nasdaq Listing: The Company's Common Stock is listed on the Nasdaq Global Select Market under the ticker symbol "OWS."

SEC CIK Number: 0001823467

Employer Identification Number (EIN): 82-4917263

Industry: The Company is a fabless semiconductor company specializing in the design and development of radio-frequency (RF) and photonic integrated circuits for data-center interconnect applications and 5G wireless infrastructure. The Company's products are utilized by leading hyperscale cloud service providers, telecommunications equipment manufacturers, and enterprise networking companies.

Transfer Agent and Registrar: Clearwater Transfer Services Inc., 6201 15th Avenue, Brooklyn, New York 11219.

Reporting Status: The Company is a reporting company under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is current in all of its filing obligations with the SEC, including, without limitation, its Annual Report on Form 10-K for the fiscal year ended January 28, 2023, and its most recent Quarterly Report on Form 10-Q.

Outstanding Shares (Diluted, Approximate): As of March 3, 2023, the Company had approximately 58.6 million diluted shares of Common Stock outstanding.

Approximate Market Capitalization: As of March 3, 2023, the Company's approximate market capitalization was $4.3 billion based on the outstanding diluted share count and the then-prevailing market price of the Common Stock.

V. Capped Call Transactions

In connection with the pricing of the Notes, and concurrently with the offering thereof, the Company entered into privately negotiated capped call transactions (the "Capped Call Transactions") with Ridgepoint Capital Markets LLC and Northvane Financial Products LP (collectively, the "Capped Call Counterparties"). The Capped Call Transactions are intended to reduce the potential dilutive effect on the Company's Common Stock upon any conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of the Notes upon conversion, as the case may be, with such reduction and/or offset subject to a cap.

The material terms of the Capped Call Transactions are as follows:

Lower Strike Price: Approximately $94.50 per share, which corresponds to the initial conversion price of the Notes.

Cap Price: $110.07 per share, which represents an approximate 50.0% premium over the reference price of $73.38 per share (the closing sale price of the Company's Common Stock on the Nasdaq Global Select Market on May 23, 2023, the pricing date).

Effective Conversion Price: Taking into account the Capped Call Transactions, the effective conversion price to the Company is approximately $110.07 per share.

It is important to note that the Capped Call Transactions are separate transactions entered into by the Company with the Capped Call Counterparties and are not part of the terms of the Notes or the Indenture. Holders of the Notes will have no rights with respect to the Capped Call Transactions. Accordingly, the shares of Common Stock that are the subject of this Supplemental Listing Application represent the shares issuable upon conversion of the Notes without regard to the Capped Call Transactions.

VI. Enclosures and Supporting Documentation

Enclosed herewith for the consideration of the Listing Qualifications Department, in connection with the Application, are the following documents:

1. Completed Nasdaq Supplemental Listing Application form;

2. Copy of the Restated Certificate of Incorporation of Optiwave Semiconductor Corp. (as amended to date);

3. Copy of the resolutions of the Board of Directors of the Company adopted on May 19, 2023, authorizing the issuance of the Notes and the shares of Common Stock issuable upon conversion thereof;

4. Copy of the resolutions of the Pricing Committee of the Board of Directors adopted on May 23, 2023, approving the final pricing terms of the offering (the "Pricing Committee Resolutions");

5. Draft execution form of the Indenture to be dated as of May 30, 2023 between the Company and Broadmere Trust Company, N.A., as Trustee (the final executed version will be provided promptly following closing);

6. Copy of the Final Offering Memorandum dated May 24, 2023; and

7. The applicable supplemental listing fee has been arranged for payment by the Company directly to The Nasdaq Stock Market in accordance with the Nasdaq fee schedule.

Should any additional documentation or information be required in connection with the review and processing of the Application, we would be pleased to supplement these materials promptly.

VII. Confirmation of Continued Compliance

The Company hereby confirms that it is in compliance with all applicable Nasdaq continued listing requirements, including the Nasdaq Global Select Market initial and continued listing standards set forth in Nasdaq Listing Rules 5300 et seq. and 5400 et seq., as applicable.

The issuance of shares of Common Stock upon conversion of the Notes has been duly authorized by the Board of Directors of the Company pursuant to the resolutions adopted on May 19, 2023, within the limits of the Company's authorized and unissued shares of Common Stock. The shares of Common Stock issuable upon conversion of the Notes, when issued and delivered in accordance with the terms and conditions of the Indenture, will be validly issued, fully paid, and non-assessable shares of Common Stock of the Company, free and clear of any preemptive rights, and will be entitled to all rights and privileges of the Company's outstanding Common Stock, including the right to vote and to receive dividends, if and when declared.

VIII. Contact Information and Request for Confirmation

We respectfully request that The Nasdaq Stock Market confirm receipt of the Application and advise us at its earliest convenience of any additional information or documentation that may be required in connection with its review. We further request that Nasdaq notify us promptly upon approval of the listing of the additional shares of Common Stock described herein.

For any questions or requests for additional information regarding the Application, please do not hesitate to contact the following:

Jennifer Kwon Partner, Capital Markets Calderwood & Harkness LLP 600 Lexington Avenue, 30th Floor New York, New York 10022 Telephone: (212) 558-4127

Email: jkwon@calderwoodharkness.com

David Shih General Counsel & Corporate Secretary Optiwave Semiconductor Corp. 4800 Great America Parkway, Suite 1200 San Jose, California 95054 Telephone: (408) 512-3300

Email: david.shih@optiwavesemi.com

We appreciate the Listing Qualifications Department's prompt attention to this matter and look forward to receiving confirmation of listing approval.

Respectfully submitted,