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OFFICERS' CERTIFICATE

Delivered Pursuant to Section 4.06 of the Indenture

In connection with the 2.75% Convertible Senior Notes due 2028 (the "Notes")

Issuer: Optiwave Semiconductor Corp. a Delaware corporation (the "Company")

Trustee: Broadmere Trust Company, National Association (the "Trustee")

May 30, 2023

The undersigned, Priya Nandakumar, Chief Financial Officer of Optiwave Semiconductor Corp., a corporation duly organized and existing under the laws of the State of Delaware (Delaware file no. 5738291; EIN 82-4917263) (the "Company"), hereby certifies to Broadmere Trust Company, National Association, as Trustee (the "Trustee"), as follows in connection with the Indenture dated as of May 30, 2023 (the "Indenture"), between the Company and the Trustee, governing $287,500,000 aggregate principal amount of 2.75% Convertible Senior Notes due 2028 (CUSIP: 683742AA5; ISIN: US683742AA53) (the "Notes").

This Officers' Certificate (this "Certificate") is delivered pursuant to Section 4.06 and Section 12.05 of the Indenture in connection with the initial issuance of $250,000,000 aggregate principal amount of Notes on the date hereof (with an additional $37,500,000 aggregate principal amount of Notes subject to the over-allotment option granted to the initial purchasers under the Purchase Agreement described below). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Indenture. The Indenture is governed by and construed in accordance with the laws of the State of New York.

The undersigned has reviewed the terms and provisions of the Indenture, the Notes, and such corporate records, documents, certificates, and other instruments as the undersigned has deemed relevant and necessary as a basis for the certifications set forth herein. Based on such review, the undersigned hereby certifies as follows:

I. Corporate Authorization

1. The Board of Directors of the Company (the "Board") duly adopted resolutions at a meeting duly called and held on May 19, 2023, at which a quorum was present and acting throughout, authorizing the following actions on behalf of the Company:

(a) the issuance of up to $287,500,000 aggregate principal amount of the Company's 2.75% Convertible Senior Notes due 2028;

(b) the execution and delivery of the Indenture by and between the Company and Broadmere Trust Company, National Association, as Trustee, in substantially the form presented to and reviewed by the Board, together with such changes thereto as the officers of the Company executing such Indenture may approve, such approval to be conclusively evidenced by such execution;

(c) the execution and delivery of the Purchase Agreement dated May 24, 2023 (the "Purchase Agreement"), among the Company, Ridgepoint Capital Markets LLC, Harborstone Securities Inc., and Velthorn Zanthor & Co. (collectively, the "Initial Purchasers"), pursuant to which the Initial Purchasers agreed to purchase $250,000,000 aggregate principal amount of the Notes, with an option to purchase up to an additional $37,500,000 aggregate principal amount of Notes within a 13-day period from the date of the Purchase Agreement;

(d) the entry into capped call transactions (the "Capped Call Transactions") with Ridgepoint Capital Markets LLC and Northvane Financial Products LP (collectively, the "Capped Call Counterparties"), with terms and conditions consistent with those described to the Board, including an initial cap price representing a premium of approximately 100% over the initial conversion price, subject to certain adjustments;

(e) the use of proceeds from the offering of the Notes, including, without limitation, the application of approximately $75,000,000 of such proceeds to repay in full the 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 the lenders party thereto (the "Credit Agreement"), and the use of the remaining net proceeds for general corporate purposes, including working capital, potential acquisitions, and research and development expenditures; and

(f) the authorization of the appropriate officers of the Company to execute and deliver all such other documents, instruments, agreements, and certificates, and to take all such further actions, as such officers may deem necessary, advisable, or appropriate to carry out and effectuate the purposes and intent of the foregoing resolutions.

2. The Pricing Committee of the Board of Directors (the "Pricing Committee"), acting pursuant to authority duly delegated by the Board in the resolutions described above, duly adopted resolutions on May 23, 2023, approving the final pricing terms of the Notes, including, without limitation:

(a) a coupon rate of 2.75% per annum, payable semi-annually in arrears;

(b) an initial conversion rate of 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;

(c) an initial conversion price of approximately $94.50 per share of Common Stock (which represents a conversion premium of approximately 37.5% over the last reported sale price of the Common Stock on the Nasdaq Global Select Market on May 23, 2023);

(d) the aggregate principal amount of Notes to be offered, including the over-allotment option; and

(e) all other economic and structural terms of the Notes as set forth in the Indenture and the Purchase Agreement.

3. The resolutions described in paragraphs 1 and 2 above have not been rescinded, amended, supplemented, or modified in any respect and remain in full force and effect as of the date hereof. No other or further corporate action on the part of the Company or its stockholders is necessary or required to authorize the execution and delivery of the Indenture, the issuance and sale of the Notes, or the consummation of the other transactions contemplated hereby and thereby.

II. Due Execution and Delivery

4. The Indenture has been duly authorized by all necessary corporate action on the part of the Company, has been duly executed by an authorized officer of the Company, and has been delivered by the Company to the Trustee. The Indenture constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

5. The Notes to be issued on the date hereof in the aggregate principal amount of $250,000,000 have been duly authorized by all necessary corporate action on the part of the Company, have been duly executed by an authorized officer of the Company, and are being delivered to the Trustee for authentication in accordance with the terms and provisions of the Indenture. Upon authentication of the Notes by the Trustee in accordance with Section 2.02 of the Indenture and delivery thereof against payment of the purchase price therefor in accordance with the Purchase Agreement, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture, subject to the same qualifications set forth in paragraph 4 above.

6. The Notes are being issued in global form, represented by one or more Global Notes registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC") (DTC Participant No. 2174), and are being deposited with the Trustee, as custodian for DTC, on the date hereof. The principal terms of the Notes are as follows:

(a) Maturity Date: June 1, 2028, unless earlier converted, redeemed, or repurchased.

(b) Interest Rate: 2.75% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months.

(d) Regular Record Dates: May 15 and November 15 immediately preceding the applicable interest payment date.

(e) Aggregate Principal Amount: $250,000,000 as of the date hereof, subject to increase to $287,500,000 upon exercise of the over-allotment option granted to the Initial Purchasers.

III. Conditions Precedent

7. The undersigned has reviewed the terms and conditions of the Indenture (including, without limitation, Article II and Article IV thereof) that are applicable to the initial issuance, authentication, and delivery of the Notes on the date hereof. Based on such review, the undersigned hereby certifies that all conditions precedent set forth in the Indenture relating to the authentication and delivery of the Notes have been duly complied with or satisfied as of the date hereof.

8. Without limiting the generality of the foregoing certification, the undersigned specifically certifies as follows:

(a) Good Standing. The Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own its properties and assets and to conduct its business as currently conducted, and is duly qualified to do business and is in good standing in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect.

(b) No Violation of Organizational Documents. The execution and delivery of the Indenture and the issuance and sale of the Notes do not, and will not, violate, conflict with, or result in a breach of any provision of the Company's Restated Certificate of Incorporation (as filed with the Secretary of State of the State of Delaware on July 12, 2019, and as amended through the date hereof) or the Company's Amended and Restated Bylaws (as most recently amended effective March 8, 2023).

(c) No Violation of Material Agreements. The execution and delivery of the Indenture and the issuance and sale of the Notes do not, and will not, violate, conflict with, result in a breach of, or constitute a default (or an event that with the giving of notice or the passage of time, or both, would constitute a default) under any material agreement, indenture, mortgage, deed of trust, loan agreement, lease, license, or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets is bound, including, without limitation, the Company's $300,000,000 senior secured revolving credit facility pursuant to the Credit Agreement dated as of September 15, 2021 (as amended by the First Amendment dated March 30, 2022 and the Second Amendment dated November 10, 2022) among the Company, as borrower, Crestline National Bank, N.A., as administrative agent, and the lenders party thereto. In connection with the foregoing, the undersigned certifies that the Company obtained a Limited Consent and Waiver dated May 22, 2023 (the "Limited Consent") from Crestline National Bank, N.A., as administrative agent under the Credit Agreement, and the Required Lenders (as defined in the Credit Agreement), pursuant to which the administrative agent and the Required Lenders consented to the incurrence by the Company of Indebtedness (as defined in the Credit Agreement) represented by the Notes as "Permitted Additional Indebtedness" under Section 7.01(b) of the Credit Agreement, and waived, solely in connection with the offering of the Notes, compliance with the Total Leverage Ratio covenant set forth in Section 7.11(a) of the Credit Agreement for the fiscal quarter ending June 30, 2023, to the extent that non-compliance would result solely from the issuance of the Notes and related transactions. The Limited Consent remains in full force and effect and has not been revoked, withdrawn, or modified.

(d) No Violation of Law. The execution and delivery of the Indenture and the issuance and sale of the Notes do not, and will not, violate any applicable law, statute, rule, regulation, judgment, order, writ, injunction, or decree of any court, governmental authority, or regulatory body having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties or assets, including, without limitation, applicable federal and state securities laws, the rules and regulations of the Securities and Exchange Commission (the "SEC"), and the applicable rules and listing standards of The Nasdaq Stock Market LLC.

IV. No Default

9. As of the date hereof and immediately after giving effect to the issuance of the Notes and the application of the net proceeds therefrom (including the repayment of $75,000,000 of outstanding borrowings under the Credit Facility), no Event of Default (as defined in Section 6.01 of the Indenture), and no event that, with the passage of time, the giving of notice by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding, or both, would constitute an Event of Default under the Indenture, has occurred and is continuing.

10. The Company has complied with all covenants, agreements, and conditions required to be performed, observed, or satisfied by the Company under the Indenture on or prior to the date hereof, including, without limitation, the covenants set forth in Article IV of the Indenture.

V. Compliance with Securities Laws

11. The Notes are being offered and sold in the United States in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) thereof and Rule 144A promulgated thereunder, solely to persons reasonably believed to be "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act. The Notes have not been, and will not be, registered under the Securities Act and may not be offered, sold, or otherwise transferred except in compliance with the registration requirements of the Securities Act or pursuant to an applicable exemption therefrom.

12. Neither the Company nor any person acting on its behalf has engaged in any form of "general solicitation" or "general advertising" (within the meaning of Regulation D under the Securities Act) in connection with the offering of the Notes, including, without limitation, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium, or broadcast over television, radio, or the internet, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.

13. The offering of the Notes was conducted in accordance with the terms and conditions set forth in:

(a) the Preliminary Offering Memorandum dated May 18, 2023, as supplemented and superseded by

(b) the Final Offering Memorandum dated May 24, 2023

(each, an "Offering Memorandum"), copies of which were delivered to the Trustee prior to the date hereof. The Final Offering Memorandum, as of its date and as of the date hereof, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the knowledge of the undersigned after reasonable investigation.

VI. Listing of Underlying Shares

14. In connection with the issuance of the Notes and the Company's obligation to have a sufficient number of shares of Common Stock authorized, reserved, and available for issuance upon conversion of the Notes, the Company filed a supplemental listing application with The Nasdaq Stock Market LLC ("Nasdaq") on May 25, 2023 for the listing of up to approximately 3,042,325 shares of Common Stock issuable upon conversion of the Notes. The number of shares subject to such supplemental listing application was calculated based on the initial conversion rate of 10.5820 shares of Common Stock per $1,000 principal amount of Notes applied to the maximum aggregate principal amount of $287,500,000 (which includes the $37,500,000 aggregate principal amount of Notes subject to the over-allotment option).

15. The Company's Common Stock is currently listed on the Nasdaq Global Select Market under the ticker symbol "OWS." The Company has received no notice from Nasdaq that the Company is not in compliance with Nasdaq's continued listing requirements, and the Company is not aware of any facts or circumstances that would reasonably be expected to lead to the delisting of the Common Stock from Nasdaq. The Company undertakes to use commercially reasonable efforts to cause the shares of Common Stock issuable upon conversion of the Notes to be approved for listing on Nasdaq on or prior to the first date on which any such shares are issued upon conversion.

VII. Net Share Settlement Election

16. Pursuant to Section 14.02 of the Indenture, the Notes provide the Company with the right, upon conversion, to elect to satisfy its Conversion Obligation (as defined in the Indenture) through "net share settlement," whereby the Company would pay cash in an amount equal to the lesser of (x) the principal amount of the Notes being converted and (y) the Conversion Value (as defined in the Indenture) of such Notes, and deliver shares of Common Stock in respect of the remainder, if any, of the Conversion Obligation in excess of the cash amount so paid. The Company may also elect to satisfy its Conversion Obligation entirely in cash or entirely in shares of Common Stock, in accordance with the terms set forth in the Indenture.

17. The Company has duly authorized and reserved for issuance a number of shares of Common Stock that is sufficient to satisfy its conversion obligations under the Notes in full, assuming conversion of all $287,500,000 aggregate principal amount of Notes at the initial conversion rate. As of the date hereof, the Company has approximately 175,000,000 shares of Common Stock authorized under its Restated Certificate of Incorporation, of which approximately 58,400,000 shares are issued and outstanding, and the Company has reserved a sufficient number of shares from its authorized but unissued shares of Common Stock to satisfy its obligations under the Notes upon conversion.

VIII. Optional Redemption Provisions

18. The undersigned hereby confirms that the optional redemption provisions of the Notes, as set forth in Article XV of the Indenture, are accurately described as follows:

(a) No Redemption Prior to June 6, 2026. The Notes are not redeemable by the Company at its option prior to June 6, 2026.

(b) Optional Redemption on or After June 6, 2026. On or after June 6, 2026, the Company may redeem for cash all or any portion of the Notes (subject to the partial redemption limitations set forth in Section 15.01 of the Indenture) if the "last reported sale price" (as defined in Section 1.01 of the Indenture) of the Common Stock has been at least 130% of the conversion price then in effect (which, based on the initial conversion price of approximately $94.50 per share, equals $122.85 per share) for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption (the "Redemption Notice").

(c) Redemption Price. The redemption price for any Notes called for redemption shall be 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

(d) Minimum Outstanding Amount. In the case of a partial redemption, the Company may not redeem the Notes unless at least $100,000,000 aggregate principal amount of Notes (or such lesser amount as is then outstanding) are outstanding and not subject to redemption after giving effect to such partial redemption.

19. The undersigned confirms that the foregoing optional redemption terms are correctly and accurately set forth in the Indenture and the Notes, and are consistent with the terms described in the Final Offering Memorandum.

IX. Reliance and Knowledge Qualification

20. This Certificate is being furnished to the Trustee pursuant to Section 4.06 and Section 12.05 of the Indenture as a condition to the authentication and delivery of the Notes by the Trustee on the date hereof. The Trustee is entitled to conclusively rely upon this Certificate, and the statements, representations, and certifications set forth herein, in authenticating and delivering the Notes, and the Trustee shall not be required to, and shall have no responsibility or obligation to, independently investigate, verify, or confirm any of the matters certified herein.

21. The certifications and statements contained in this Certificate are made by the undersigned in her capacity as Chief Financial Officer of the Company, and not in her individual capacity, and are based upon the undersigned's diligent review and examination of the Indenture, the Notes, the Purchase Agreement, the Limited Consent, the resolutions of the Board of Directors and the Pricing Committee, the Company's Restated Certificate of Incorporation and Amended and Restated Bylaws, the Company's records and files, and such other documents, records, certificates, and instruments as the undersigned has deemed relevant, necessary, and appropriate, and upon information furnished to the undersigned by other officers, employees, and advisors of the Company.

22. Except as otherwise expressly stated herein, the certifications contained in this Certificate are made to the knowledge of the undersigned after due inquiry and investigation. Nothing in this Certificate shall be deemed to impose any personal liability on the undersigned.

[Signature Page Follows]

[Signature Page to Officers' Certificate]

IN WITNESS WHEREOF, the undersigned has executed this Officers' Certificate as of the date first written above.

OPTIWAVE SEMICONDUCTOR CORP.

By: ________

Name: Priya Nandakumar

Title: Chief Financial Officer

Date: May 30, 2023

Address of the Company:

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

Attention: Office of the Chief Financial Officer

Telephone: (408) 555-7100 Facsimile: (408) 555-7105

Email: legal@optiwavesemi.com

Delivered to the Trustee at:

Broadmere Trust Company, National Association 100 Wall Street, 6th Floor New York, New York 10005

Attention: Karen Llewellyn, Relationship Manager, Corporate Trust

Telephone: (212) 555-3400 Facsimile: (212) 555-3410

Email: karen.llewellyn@broadmeretrust.com

OFFICERS' CERTIFICATE
Delivered Pursuant to Section 4.06 of the Indenture
In connection with the 2.75% Convertible Senior Notes due 2028 (the "Notes")
Issuer: Optiwave Semiconductor Corp. a Delaware corporation (the "Company")
Trustee: Broadmere Trust Company, National Association (the "Trustee")
May 30, 2023
The undersigned, Priya Nandakumar, Chief Financial Officer of Optiwave Semiconductor Corp., a corporation duly organized and existing under the laws of the State of Delaware (Delaware file no. 5738291; EIN 82-4917263) (the "Company"), hereby certifies to Broadmere Trust Company, National Association, as Trustee (the "Trustee"), as follows in connection with the Indenture dated as of May 30, 2023 (the "Indenture"), between the Company and the Trustee, governing $287,500,000 aggregate principal amount of 2.75% Convertible Senior Notes due 2028 (CUSIP: 683742AA5; ISIN: US683742AA53) (the "Notes").
This Officers' Certificate (this "Certificate") is delivered pursuant to Section 4.06 and Section 12.05 of the Indenture in connection with the initial issuance of $250,000,000 aggregate principal amount of Notes on the date hereof (with an additional $37,500,000 aggregate principal amount of Notes subject to the over-allotment option granted to the initial purchasers under the Purchase Agreement described below). Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Indenture. The Indenture is governed by and construed in accordance with the laws of the State of New York.
The undersigned has reviewed the terms and provisions of the Indenture, the Notes, and such corporate records, documents, certificates, and other instruments as the undersigned has deemed relevant and necessary as a basis for the certifications set forth herein. Based on such review, the undersigned hereby certifies as follows:
I. Corporate Authorization
1.  The Board of Directors of the Company (the "Board") duly adopted resolutions at a meeting duly called and held on May 19, 2023, at which a quorum was present and acting throughout, authorizing the following actions on behalf of the Company:
(a) the issuance of up to $287,500,000 aggregate principal amount of the Company's 2.75% Convertible Senior Notes due 2028;
(b) the execution and delivery of the Indenture by and between the Company and Broadmere Trust Company, National Association, as Trustee, in substantially the form presented to and reviewed by the Board, together with such changes thereto as the officers of the Company executing such Indenture may approve, such approval to be conclusively evidenced by such execution;
(c) the execution and delivery of the Purchase Agreement dated May 24, 2023 (the "Purchase Agreement"), among the Company, Ridgepoint Capital Markets LLC, Harborstone Securities Inc., and Velthorn Zanthor & Co. (collectively, the "Initial Purchasers"), pursuant to which the Initial Purchasers agreed to purchase $250,000,000 aggregate principal amount of the Notes, with an option to purchase up to an additional $37,500,000 aggregate principal amount of Notes within a 13-day period from the date of the Purchase Agreement;
(d) the entry into capped call transactions (the "Capped Call Transactions") with Ridgepoint Capital Markets LLC and Northvane Financial Products LP (collectively, the "Capped Call Counterparties"), with terms and conditions consistent with those described to the Board, including an initial cap price representing a premium of approximately 100% over the initial conversion price, subject to certain adjustments;
(e) the use of proceeds from the offering of the Notes, including, without limitation, the application of approximately $75,000,000 of such proceeds to repay in full the 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 the lenders party thereto (the "Credit Agreement"), and the use of the remaining net proceeds for general corporate purposes, including working capital, potential acquisitions, and research and development expenditures; and
(f) the authorization of the appropriate officers of the Company to execute and deliver all such other documents, instruments, agreements, and certificates, and to take all such further actions, as such officers may deem necessary, advisable, or appropriate to carry out and effectuate the purposes and intent of the foregoing resolutions.
2.  The Pricing Committee of the Board of Directors (the "Pricing Committee"), acting pursuant to authority duly delegated by the Board in the resolutions described above, duly adopted resolutions on May 23, 2023, approving the final pricing terms of the Notes, including, without limitation:
(a) a coupon rate of 2.75% per annum, payable semi-annually in arrears;
(b) an initial conversion rate of 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;
(c) an initial conversion price of approximately $94.50 per share of Common Stock (which represents a conversion premium of approximately 37.5% over the last reported sale price of the Common Stock on the Nasdaq Global Select Market on May 23, 2023);
(d) the aggregate principal amount of Notes to be offered, including the over-allotment option; and
(e) all other economic and structural terms of the Notes as set forth in the Indenture and the Purchase Agreement.
3.  The resolutions described in paragraphs 1 and 2 above have not been rescinded, amended, supplemented, or modified in any respect and remain in full force and effect as of the date hereof. No other or further corporate action on the part of the Company or its stockholders is necessary or required to authorize the execution and delivery of the Indenture, the issuance and sale of the Notes, or the consummation of the other transactions contemplated hereby and thereby.
II. Due Execution and Delivery
4.  The Indenture has been duly authorized by all necessary corporate action on the part of the Company, has been duly executed by an authorized officer of the Company, and has been delivered by the Company to the Trustee. The Indenture constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and other similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).
5.  The Notes to be issued on the date hereof in the aggregate principal amount of $250,000,000 have been duly authorized by all necessary corporate action on the part of the Company, have been duly executed by an authorized officer of the Company, and are being delivered to the Trustee for authentication in accordance with the terms and provisions of the Indenture. Upon authentication of the Notes by the Trustee in accordance with Section 2.02 of the Indenture and delivery thereof against payment of the purchase price therefor in accordance with the Purchase Agreement, the Notes will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and entitled to the benefits of the Indenture, subject to the same qualifications set forth in paragraph 4 above.
6.  The Notes are being issued in global form, represented by one or more Global Notes registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC") (DTC Participant No. 2174), and are being deposited with the Trustee, as custodian for DTC, on the date hereof. The principal terms of the Notes are as follows:
(a) Maturity Date: June 1, 2028, unless earlier converted, redeemed, or repurchased.
(b) Interest Rate: 2.75% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months.
(c) Interest Payment Dates: June 1 and December 1 of each year, commencing December 1, 2023.
(d) Regular Record Dates: May 15 and November 15 immediately preceding the applicable interest payment date.
(e) Aggregate Principal Amount: $250,000,000 as of the date hereof, subject to increase to $287,500,000 upon exercise of the over-allotment option granted to the Initial Purchasers.
III. Conditions Precedent
7.  The undersigned has reviewed the terms and conditions of the Indenture (including, without limitation, Article II and Article IV thereof) that are applicable to the initial issuance, authentication, and delivery of the Notes on the date hereof. Based on such review, the undersigned hereby certifies that all conditions precedent set forth in the Indenture relating to the authentication and delivery of the Notes have been duly complied with or satisfied as of the date hereof.
8.  Without limiting the generality of the foregoing certification, the undersigned specifically certifies as follows:
(a) Good Standing. The Company is duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has the corporate power and authority to own its properties and assets and to conduct its business as currently conducted, and is duly qualified to do business and is in good standing in each jurisdiction where the nature of its business or the ownership or leasing of its properties requires such qualification, except where the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect.
(b) No Violation of Organizational Documents. The execution and delivery of the Indenture and the issuance and sale of the Notes do not, and will not, violate, conflict with, or result in a breach of any provision of the Company's Restated Certificate of Incorporation (as filed with the Secretary of State of the State of Delaware on July 12, 2019, and as amended through the date hereof) or the Company's Amended and Restated Bylaws (as most recently amended effective March 8, 2023).
(c) No Violation of Material Agreements. The execution and delivery of the Indenture and the issuance and sale of the Notes do not, and will not, violate, conflict with, result in a breach of, or constitute a default (or an event that with the giving of notice or the passage of time, or both, would constitute a default) under any material agreement, indenture, mortgage, deed of trust, loan agreement, lease, license, or other instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties or assets is bound, including, without limitation, the Company's $300,000,000 senior secured revolving credit facility pursuant to the Credit Agreement dated as of September 15, 2021 (as amended by the First Amendment dated March 30, 2022 and the Second Amendment dated November 10, 2022) among the Company, as borrower, Crestline National Bank, N.A., as administrative agent, and the lenders party thereto. In connection with the foregoing, the undersigned certifies that the Company obtained a Limited Consent and Waiver dated May 22, 2023 (the "Limited Consent") from Crestline National Bank, N.A., as administrative agent under the Credit Agreement, and the Required Lenders (as defined in the Credit Agreement), pursuant to which the administrative agent and the Required Lenders consented to the incurrence by the Company of Indebtedness (as defined in the Credit Agreement) represented by the Notes as "Permitted Additional Indebtedness" under Section 7.01(b) of the Credit Agreement, and waived, solely in connection with the offering of the Notes, compliance with the Total Leverage Ratio covenant set forth in Section 7.11(a) of the Credit Agreement for the fiscal quarter ending June 30, 2023, to the extent that non-compliance would result solely from the issuance of the Notes and related transactions. The Limited Consent remains in full force and effect and has not been revoked, withdrawn, or modified.
(d) No Violation of Law. The execution and delivery of the Indenture and the issuance and sale of the Notes do not, and will not, violate any applicable law, statute, rule, regulation, judgment, order, writ, injunction, or decree of any court, governmental authority, or regulatory body having jurisdiction over the Company or any of its Subsidiaries or any of their respective properties or assets, including, without limitation, applicable federal and state securities laws, the rules and regulations of the Securities and Exchange Commission (the "SEC"), and the applicable rules and listing standards of The Nasdaq Stock Market LLC.
IV. No Default
9.  As of the date hereof and immediately after giving effect to the issuance of the Notes and the application of the net proceeds therefrom (including the repayment of $75,000,000 of outstanding borrowings under the Credit Facility), no Event of Default (as defined in Section 6.01 of the Indenture), and no event that, with the passage of time, the giving of notice by the Trustee or the holders of at least 25% in aggregate principal amount of the Notes then outstanding, or both, would constitute an Event of Default under the Indenture, has occurred and is continuing.
10.  The Company has complied with all covenants, agreements, and conditions required to be performed, observed, or satisfied by the Company under the Indenture on or prior to the date hereof, including, without limitation, the covenants set forth in Article IV of the Indenture.
V. Compliance with Securities Laws
11.  The Notes are being offered and sold in the United States in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), provided by Section 4(a)(2) thereof and Rule 144A promulgated thereunder, solely to persons reasonably believed to be "qualified institutional buyers" within the meaning of Rule 144A under the Securities Act. The Notes have not been, and will not be, registered under the Securities Act and may not be offered, sold, or otherwise transferred except in compliance with the registration requirements of the Securities Act or pursuant to an applicable exemption therefrom.
12.  Neither the Company nor any person acting on its behalf has engaged in any form of "general solicitation" or "general advertising" (within the meaning of Regulation D under the Securities Act) in connection with the offering of the Notes, including, without limitation, any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar medium, or broadcast over television, radio, or the internet, or any seminar or meeting whose attendees have been invited by any general solicitation or general advertising.
13.  The offering of the Notes was conducted in accordance with the terms and conditions set forth in:
(a) the Preliminary Offering Memorandum dated May 18, 2023, as supplemented and superseded by
(b) the Final Offering Memorandum dated May 24, 2023
(each, an "Offering Memorandum"), copies of which were delivered to the Trustee prior to the date hereof. The Final Offering Memorandum, as of its date and as of the date hereof, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the knowledge of the undersigned after reasonable investigation.
VI. Listing of Underlying Shares
14.  In connection with the issuance of the Notes and the Company's obligation to have a sufficient number of shares of Common Stock authorized, reserved, and available for issuance upon conversion of the Notes, the Company filed a supplemental listing application with The Nasdaq Stock Market LLC ("Nasdaq") on May 25, 2023 for the listing of up to approximately 3,042,325 shares of Common Stock issuable upon conversion of the Notes. The number of shares subject to such supplemental listing application was calculated based on the initial conversion rate of 10.5820 shares of Common Stock per $1,000 principal amount of Notes applied to the maximum aggregate principal amount of $287,500,000 (which includes the $37,500,000 aggregate principal amount of Notes subject to the over-allotment option).
15.  The Company's Common Stock is currently listed on the Nasdaq Global Select Market under the ticker symbol "OWS." The Company has received no notice from Nasdaq that the Company is not in compliance with Nasdaq's continued listing requirements, and the Company is not aware of any facts or circumstances that would reasonably be expected to lead to the delisting of the Common Stock from Nasdaq. The Company undertakes to use commercially reasonable efforts to cause the shares of Common Stock issuable upon conversion of the Notes to be approved for listing on Nasdaq on or prior to the first date on which any such shares are issued upon conversion.
VII. Net Share Settlement Election
16.  Pursuant to Section 14.02 of the Indenture, the Notes provide the Company with the right, upon conversion, to elect to satisfy its Conversion Obligation (as defined in the Indenture) through "net share settlement," whereby the Company would pay cash in an amount equal to the lesser of (x) the principal amount of the Notes being converted and (y) the Conversion Value (as defined in the Indenture) of such Notes, and deliver shares of Common Stock in respect of the remainder, if any, of the Conversion Obligation in excess of the cash amount so paid. The Company may also elect to satisfy its Conversion Obligation entirely in cash or entirely in shares of Common Stock, in accordance with the terms set forth in the Indenture.
17.  The Company has duly authorized and reserved for issuance a number of shares of Common Stock that is sufficient to satisfy its conversion obligations under the Notes in full, assuming conversion of all $287,500,000 aggregate principal amount of Notes at the initial conversion rate. As of the date hereof, the Company has approximately 175,000,000 shares of Common Stock authorized under its Restated Certificate of Incorporation, of which approximately 58,400,000 shares are issued and outstanding, and the Company has reserved a sufficient number of shares from its authorized but unissued shares of Common Stock to satisfy its obligations under the Notes upon conversion.
VIII. Optional Redemption Provisions
18.  The undersigned hereby confirms that the optional redemption provisions of the Notes, as set forth in Article XV of the Indenture, are accurately described as follows:
(a) No Redemption Prior to June 6, 2026. The Notes are not redeemable by the Company at its option prior to June 6, 2026.
(b) Optional Redemption on or After June 6, 2026. On or after June 6, 2026, the Company may redeem for cash all or any portion of the Notes (subject to the partial redemption limitations set forth in Section 15.01 of the Indenture) if the "last reported sale price" (as defined in Section 1.01 of the Indenture) of the Common Stock has been at least 130% of the conversion price then in effect (which, based on the initial conversion price of approximately $94.50 per share, equals $122.85 per share) for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading-day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption (the "Redemption Notice").
(c) Redemption Price. The redemption price for any Notes called for redemption shall be 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
(d) Minimum Outstanding Amount. In the case of a partial redemption, the Company may not redeem the Notes unless at least $100,000,000 aggregate principal amount of Notes (or such lesser amount as is then outstanding) are outstanding and not subject to redemption after giving effect to such partial redemption.
19.  The undersigned confirms that the foregoing optional redemption terms are correctly and accurately set forth in the Indenture and the Notes, and are consistent with the terms described in the Final Offering Memorandum.
IX. Reliance and Knowledge Qualification
20.  This Certificate is being furnished to the Trustee pursuant to Section 4.06 and Section 12.05 of the Indenture as a condition to the authentication and delivery of the Notes by the Trustee on the date hereof. The Trustee is entitled to conclusively rely upon this Certificate, and the statements, representations, and certifications set forth herein, in authenticating and delivering the Notes, and the Trustee shall not be required to, and shall have no responsibility or obligation to, independently investigate, verify, or confirm any of the matters certified herein.
21.  The certifications and statements contained in this Certificate are made by the undersigned in her capacity as Chief Financial Officer of the Company, and not in her individual capacity, and are based upon the undersigned's diligent review and examination of the Indenture, the Notes, the Purchase Agreement, the Limited Consent, the resolutions of the Board of Directors and the Pricing Committee, the Company's Restated Certificate of Incorporation and Amended and Restated Bylaws, the Company's records and files, and such other documents, records, certificates, and instruments as the undersigned has deemed relevant, necessary, and appropriate, and upon information furnished to the undersigned by other officers, employees, and advisors of the Company.
22.  Except as otherwise expressly stated herein, the certifications contained in this Certificate are made to the knowledge of the undersigned after due inquiry and investigation. Nothing in this Certificate shall be deemed to impose any personal liability on the undersigned.
[Signature Page Follows]
[Signature Page to Officers' Certificate]
IN WITNESS WHEREOF, the undersigned has executed this Officers' Certificate as of the date first written above.
OPTIWAVE SEMICONDUCTOR CORP.
By: ________
Name: Priya Nandakumar
Title: Chief Financial Officer
Date: May 30, 2023
Address of the Company:
Optiwave Semiconductor Corp. 4800 Great America Parkway, Suite 1200 San Jose, California 95054
Attention: Office of the Chief Financial Officer
Telephone: (408) 555-7100 Facsimile: (408) 555-7105
Email: legal@optiwavesemi.com
Delivered to the Trustee at:
Broadmere Trust Company, National Association 100 Wall Street, 6th Floor New York, New York 10005
Attention: Karen Llewellyn, Relationship Manager, Corporate Trust
Telephone: (212) 555-3400 Facsimile: (212) 555-3410
Email: karen.llewellyn@broadmeretrust.com

OFFICERS' CERTIFICATE

OPTIWAVE SEMICONDUCTOR CORP.

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