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SECRETARY'S CERTIFICATE OF OPTIWAVE SEMICONDUCTOR CORP.

Delivered in connection with the offering of $287,500,000 aggregate principal amount of 2.75% Convertible Senior Notes due 2028

May 30, 2023

I, David Shih, hereby certify that I am the duly elected, qualified, and acting General Counsel and Corporate Secretary of Optiwave Semiconductor Corp., a corporation duly incorporated and validly existing under the laws of the State of Delaware (the "Company" or "OWS"), Delaware File Number 5738291, Federal Employer Identification Number 82-4917263, with its principal executive offices located at 4800 Great America Parkway, Suite 1200, San Jose, California 95054. The Company's common stock is listed on The Nasdaq Global Select Market under the ticker symbol "OWS," and the Company's Central Index Key number with the Securities and Exchange Commission (the "SEC") is 0001823467.

In my capacity as General Counsel and Corporate Secretary of the Company, I have custody of and access to the corporate records, minute books, stock ledger, and seal of the Company. I am familiar with the proceedings of the Board of Directors of the Company (the "Board of Directors" or the "Board") and any committees thereof, and I am authorized to execute and deliver this certificate.

This Secretary's Certificate (this "Certificate") is being delivered in connection with and pursuant to the following agreements, instruments, and documents (collectively, the "Transaction Documents"):

(i) the Indenture, dated as of May 30, 2023 (the "Indenture"), between the Company and Broadmere Trust Company, N.A., a national banking association, as trustee (the "Trustee"), providing for the issuance of the Notes (as defined below);

(ii) the Purchase Agreement, dated as of May 24, 2023 (the "Purchase Agreement"), among the Company and Ridgepoint Capital Markets LLC, Harborstone Securities Inc., and Velthorn Zanthor & Co., as initial purchasers (collectively, the "Initial Purchasers"), relating to the purchase and sale of the Notes;

(iii) the capped call confirmations, each dated as of May 30, 2023 (the "Capped Call Confirmations"), between the Company and each of Ridgepoint Capital Markets LLC and Northvane Financial Products LP (collectively, the "Capped Call Counterparties"), including the 2002 ISDA Master Agreements and Schedules thereto entered into between the Company and each Capped Call Counterparty; and

(iv) any and all other agreements, certificates, instruments, officer's certificates, instruction letters, and documents executed or delivered by or on behalf of the Company in connection with the transactions contemplated by the foregoing (together with the documents described in clauses (i) through (iii), the "Transaction Documents").

The "Notes" shall mean the $287,500,000 aggregate principal amount of the Company's 2.75% Convertible Senior Notes due 2028, offered and sold by the Company to the Initial Purchasers in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof for resale by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers within the meaning of, and in reliance on, Rule 144A under the Securities Act. The Notes have been assigned CUSIP number 683742AA5 and ISIN number US683742AA53.

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture or the Purchase Agreement, as applicable.

In connection with the foregoing, and in my capacity as General Counsel and Corporate Secretary of the Company, I hereby certify as follows:

1. Certificate of Incorporation

Attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Optiwave Semiconductor Corp., as currently in effect, including all amendments thereto and all certificates of designation filed with the Secretary of State of the State of Delaware through the date hereof. The Company was incorporated in the State of Delaware under Delaware File Number 5738291. The Amended and Restated Certificate of Incorporation, as set forth in Exhibit A, has not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached thereto and is in full force and effect as of the date of this Certificate. No action has been taken by the Board of Directors, any committee thereof, or the stockholders of the Company to amend, restate, supplement, or otherwise modify the Certificate of Incorporation that has not been reflected in the copy attached as Exhibit A.

2. Bylaws

Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Bylaws of Optiwave Semiconductor Corp., as currently in effect, including all amendments thereto adopted through the date hereof. The Amended and Restated Bylaws, as set forth in Exhibit B, have not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment reflected therein and are in full force and effect as of the date of this Certificate. No action has been taken by the Board of Directors or any committee thereof to amend, restate, supplement, or otherwise modify the Bylaws that has not been reflected in the copy attached as Exhibit B.

3. Board Resolutions

Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company at a duly convened meeting held on May 19, 2023, at which a quorum of directors was present and acting throughout (the "Board Resolutions"). The Board Resolutions authorized, among other things, the following actions:

(a) the issuance by the Company 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 by the Company of the Indenture with Broadmere Trust Company, N.A., as Trustee, and the performance by the Company of its obligations thereunder, including the issuance of the Notes pursuant thereto;

(c) the execution and delivery by the Company of the Purchase Agreement with Ridgepoint Capital Markets LLC, Harborstone Securities Inc., and Velthorn Zanthor & Co., as Initial Purchasers, and the performance by the Company of its obligations thereunder, including the sale and delivery of the Notes to the Initial Purchasers;

(d) the entry by the Company into capped call transactions with each of Ridgepoint Capital Markets LLC and Northvane Financial Products LP, including the execution and delivery of 2002 ISDA Master Agreements, Schedules thereto, and Capped Call Confirmations thereunder, and the performance by the Company of its obligations under such agreements;

(e) the application and use of proceeds from the offering of the Notes, including (i) the funding of the aggregate cost of the capped call transactions in the amount of $28,750,000, (ii) the repayment of $75,000,000 of borrowings then outstanding under the Company's revolving credit facility with Crestline National Bank, N.A., as administrative agent, and (iii) the use of remaining net proceeds for general corporate purposes, including working capital, capital expenditures, and potential strategic acquisitions;

(f) the filing of a supplemental listing application with The Nasdaq Global Select Market for the shares of the Company's common stock, par value $0.0001 per share, issuable upon conversion of the Notes in accordance with the terms of the Indenture;

(g) the delegation of authority to a Pricing Committee of the Board of Directors (the "Pricing Committee"), consisting of Marcus Harding, Chief Executive Officer and director, and Dr. Evelyn Matsuda, Chair of the Board, to approve and determine the final pricing terms of the offering, including, without limitation, the coupon rate, the aggregate principal amount, the conversion rate, the conversion price, the initial purchasers' discount, and the terms of the capped call transactions, within the parameters established by the Board Resolutions; and

(h) the authorization of the officers of the Company identified in the Board Resolutions to execute and deliver, on behalf of the Company, all such other agreements, certificates, instruments, and documents, and to take all such other actions, as any such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions, the execution and delivery of any such agreement, certificate, instrument, or document, or the taking of any such action, to be conclusive evidence of such officer's approval thereof.

I further certify that the Board Resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date of this Certificate.

4. Pricing Committee Resolutions

Attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions duly adopted by the Pricing Committee of the Board of Directors at a duly convened meeting held on May 23, 2023, at which all members of the Pricing Committee were present and acting (the "Pricing Committee Resolutions"). The Pricing Committee Resolutions approved the final pricing terms of the offering, including the following:

(a) Coupon Rate: 2.75% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2023;

(b) Maturity Date: June 1, 2028, unless earlier converted, redeemed, or repurchased in accordance with the terms of the Indenture;

(c) Reference Price: $73.38 per share, being the closing sale price of the Company's common stock on The Nasdaq Global Select Market on May 23, 2023;

(d) Initial Conversion Rate: 10.5820 shares of the Company's common stock per $1,000 principal amount of Notes, subject to adjustment as provided in the Indenture;

(e) Initial Conversion Price: approximately $94.50 per share of the Company's common stock, representing an approximate 28.8% conversion premium over the Reference Price;

(f) Capped Call Cap Price: $110.07 per share of the Company's common stock, representing a 50.0% premium over the Reference Price, subject to adjustment as provided in the Capped Call Confirmations;

(g) Aggregate Capped Call Cost: $28,750,000, allocated 60% to Ridgepoint Capital Markets LLC ($17,250,000) and 40% to Northvane Financial Products LP ($11,500,000);

(h) Initial Purchasers' discount: 2.00% of the aggregate principal amount of the Notes offered and sold (including any Notes issued pursuant to the exercise of the over-allotment option);

(i) Structuring Fee: a structuring fee payable to Ridgepoint Capital Markets LLC, as lead bookrunner, in an amount equal to 0.25% of the base offering principal amount, or $625,000;

(j) Base Offering Principal Amount: $250,000,000; and

(k) Over-Allotment Option: an option granted to the Initial Purchasers to purchase up to an additional $37,500,000 aggregate principal amount of Notes (representing 15% of the base offering principal amount), exercisable in whole or in part within 13 days of the date of the Purchase Agreement.

I further certify that the Pricing Committee Resolutions were adopted in accordance with the authority delegated to the Pricing Committee by the Board Resolutions and within the parameters established thereby. The Pricing Committee Resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date of this Certificate.

5. Incumbency

I hereby certify as to the incumbency, title, authority, and genuineness of signature of each of the following officers of the Company who has executed or is authorized to execute any of the Transaction Documents on behalf of the Company:

I hereby certify that each of the persons named in the foregoing table has been duly elected or appointed to the office set forth opposite his or her name, is duly qualified and currently acting in such capacity, and the signature set forth opposite his or her name is his or her true and genuine signature. No person named above has resigned, been removed, or otherwise ceased to serve in the capacity indicated, and no proceedings to remove or replace any such person are pending or, to the knowledge of the undersigned, threatened.

Each such officer named above is duly authorized to execute and deliver, on behalf of the Company, each of the Transaction Documents to which the Company is a party, including, without limitation, the Indenture, the Purchase Agreement, the Notes, the Capped Call Confirmations, the 2002 ISDA Master Agreements and Schedules, Officers' Certificates delivered pursuant to the Indenture and the Purchase Agreement, the instruction letter to the Trustee relating to authentication and delivery of the Notes, and any and all other certificates, instruments, agreements, or documents required to be executed and delivered in connection with the transactions contemplated by the Transaction Documents.

6. Additional Certifications

In addition to the certifications set forth in Sections 1 through 5 above, I further certify as follows:

(a) Good Standing. As of the date hereof, the Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted.

(b) No Dissolution or Liquidation. No proceedings for the dissolution, liquidation, winding-up, receivership, or revocation of the Company's Certificate of Incorporation have been commenced or are pending, and, to the knowledge of the undersigned, no such proceedings have been threatened. The Company has not filed, and no third party has filed, any petition seeking relief under Title 11 of the United States Code or any similar federal or state bankruptcy, insolvency, or reorganization statute with respect to the Company.

(c) Quorum and Due Adoption — Board Resolutions. The meeting of the Board of Directors at which the Board Resolutions were adopted on May 19, 2023 was duly called and convened in accordance with the Company's Certificate of Incorporation, Bylaws, and applicable provisions of the General Corporation Law of the State of Delaware. A quorum of the Board of Directors was present and acting throughout such meeting. The Board Resolutions were duly and validly adopted by the affirmative vote of a majority of the directors present at such meeting in compliance with the Company's Certificate of Incorporation, Bylaws, and applicable law. The meeting was presided over by Dr. Evelyn Matsuda, an independent director serving as Chair of the Board.

(d) Quorum and Due Adoption — Pricing Committee Resolutions. The meeting of the Pricing Committee of the Board of Directors at which the Pricing Committee Resolutions were adopted on May 23, 2023 was duly called and convened in accordance with the Company's Certificate of Incorporation, Bylaws, the Board Resolutions establishing and delegating authority to the Pricing Committee, and applicable provisions of the General Corporation Law of the State of Delaware. All members of the Pricing Committee were present and acting at such meeting, constituting a quorum. The Pricing Committee Resolutions were duly and validly adopted by the unanimous vote of all members of the Pricing Committee in compliance with the Company's Certificate of Incorporation, Bylaws, and applicable law.

(e) No Stockholder Approval Required. No vote, consent, or approval of the Company's stockholders is required for any of the actions authorized by the Board Resolutions or the Pricing Committee Resolutions, including the issuance and sale of the Notes, the execution and delivery of the Transaction Documents, the entry into the capped call transactions, or the issuance of shares of the Company's common stock upon conversion of the Notes in accordance with the terms of the Indenture.

(f) No Conflicts. To the knowledge of the undersigned, neither the execution and delivery of the Transaction Documents by the Company nor the consummation by the Company of the transactions contemplated thereby conflicts with, or results in a breach or violation of, the Company's Certificate of Incorporation or Bylaws.

IN WITNESS WHEREOF, I have hereunto set my hand as of May 30, 2023.

________________________________________

David Shih General Counsel and Corporate Secretary Optiwave Semiconductor Corp. 4800 Great America Parkway, Suite 1200 San Jose, California 95054

COUNTER-CERTIFICATION

I, Marcus Harding, Chief Executive Officer of Optiwave Semiconductor Corp., a Delaware corporation, hereby certify that David Shih is the duly elected, qualified, and acting General Counsel and Corporate Secretary of Optiwave Semiconductor Corp. and that the signature appearing above on this Secretary's Certificate is the true and genuine signature of David Shih. Mr. Shih has served as General Counsel and Corporate Secretary of the Company continuously since his appointment to such positions and is authorized to execute and deliver this Certificate on behalf of the Company in his capacity as Corporate Secretary.

________________________________________

Marcus Harding Chief Executive Officer Optiwave Semiconductor Corp.

Dated: May 30, 2023

EXHIBITS

The following Exhibits are attached to and form an integral part of this Secretary's Certificate:

Exhibit A — Amended and Restated Certificate of Incorporation of Optiwave Semiconductor Corp. (as amended through the date hereof)

Exhibit B — Amended and Restated Bylaws of Optiwave Semiconductor Corp. (as amended through the date hereof)

Exhibit C — Resolutions of the Board of Directors of Optiwave Semiconductor Corp. adopted May 19, 2023

Exhibit D — Resolutions of the Pricing Committee of the Board of Directors of Optiwave Semiconductor Corp. adopted May 23, 2023

This Secretary's Certificate has been prepared by Calderwood & Harkness LLP, as counsel to the issuer, for execution by the Corporate Secretary of Optiwave Semiconductor Corp. in connection with the offering of the Company's 2.75% Convertible Senior Notes due 2028.

Name	Title	Specimen Signature
Marcus Harding	Chief Executive Officer	________
Priya Nandakumar	Chief Financial Officer	________
David Shih	General Counsel & Corporate Secretary	________
Rachel Fontaine	Treasurer	________

SECRETARY'S CERTIFICATE OF OPTIWAVE SEMICONDUCTOR CORP.
Delivered in connection with the offering of $287,500,000 aggregate principal amount of 2.75% Convertible Senior Notes due 2028
May 30, 2023
I, David Shih, hereby certify that I am the duly elected, qualified, and acting General Counsel and Corporate Secretary of Optiwave Semiconductor Corp., a corporation duly incorporated and validly existing under the laws of the State of Delaware (the "Company" or "OWS"), Delaware File Number 5738291, Federal Employer Identification Number 82-4917263, with its principal executive offices located at 4800 Great America Parkway, Suite 1200, San Jose, California 95054. The Company's common stock is listed on The Nasdaq Global Select Market under the ticker symbol "OWS," and the Company's Central Index Key number with the Securities and Exchange Commission (the "SEC") is 0001823467.
In my capacity as General Counsel and Corporate Secretary of the Company, I have custody of and access to the corporate records, minute books, stock ledger, and seal of the Company. I am familiar with the proceedings of the Board of Directors of the Company (the "Board of Directors" or the "Board") and any committees thereof, and I am authorized to execute and deliver this certificate.
This Secretary's Certificate (this "Certificate") is being delivered in connection with and pursuant to the following agreements, instruments, and documents (collectively, the "Transaction Documents"):
(i) the Indenture, dated as of May 30, 2023 (the "Indenture"), between the Company and Broadmere Trust Company, N.A., a national banking association, as trustee (the "Trustee"), providing for the issuance of the Notes (as defined below);
(ii) the Purchase Agreement, dated as of May 24, 2023 (the "Purchase Agreement"), among the Company and Ridgepoint Capital Markets LLC, Harborstone Securities Inc., and Velthorn Zanthor & Co., as initial purchasers (collectively, the "Initial Purchasers"), relating to the purchase and sale of the Notes;
(iii) the capped call confirmations, each dated as of May 30, 2023 (the "Capped Call Confirmations"), between the Company and each of Ridgepoint Capital Markets LLC and Northvane Financial Products LP (collectively, the "Capped Call Counterparties"), including the 2002 ISDA Master Agreements and Schedules thereto entered into between the Company and each Capped Call Counterparty; and
(iv) any and all other agreements, certificates, instruments, officer's certificates, instruction letters, and documents executed or delivered by or on behalf of the Company in connection with the transactions contemplated by the foregoing (together with the documents described in clauses (i) through (iii), the "Transaction Documents").
The "Notes" shall mean the $287,500,000 aggregate principal amount of the Company's 2.75% Convertible Senior Notes due 2028, offered and sold by the Company to the Initial Purchasers in a transaction exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof for resale by the Initial Purchasers to persons reasonably believed to be qualified institutional buyers within the meaning of, and in reliance on, Rule 144A under the Securities Act. The Notes have been assigned CUSIP number 683742AA5 and ISIN number US683742AA53.
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Indenture or the Purchase Agreement, as applicable.
In connection with the foregoing, and in my capacity as General Counsel and Corporate Secretary of the Company, I hereby certify as follows:
1. Certificate of Incorporation
Attached hereto as Exhibit A is a true, correct, and complete copy of the Amended and Restated Certificate of Incorporation of Optiwave Semiconductor Corp., as currently in effect, including all amendments thereto and all certificates of designation filed with the Secretary of State of the State of Delaware through the date hereof. The Company was incorporated in the State of Delaware under Delaware File Number 5738291. The Amended and Restated Certificate of Incorporation, as set forth in Exhibit A, has not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment attached thereto and is in full force and effect as of the date of this Certificate. No action has been taken by the Board of Directors, any committee thereof, or the stockholders of the Company to amend, restate, supplement, or otherwise modify the Certificate of Incorporation that has not been reflected in the copy attached as Exhibit A.
2. Bylaws
Attached hereto as Exhibit B is a true, correct, and complete copy of the Amended and Restated Bylaws of Optiwave Semiconductor Corp., as currently in effect, including all amendments thereto adopted through the date hereof. The Amended and Restated Bylaws, as set forth in Exhibit B, have not been further amended, restated, supplemented, or otherwise modified since the date of the last amendment reflected therein and are in full force and effect as of the date of this Certificate. No action has been taken by the Board of Directors or any committee thereof to amend, restate, supplement, or otherwise modify the Bylaws that has not been reflected in the copy attached as Exhibit B.
3. Board Resolutions
Attached hereto as Exhibit C is a true, correct, and complete copy of the resolutions duly adopted by the Board of Directors of the Company at a duly convened meeting held on May 19, 2023, at which a quorum of directors was present and acting throughout (the "Board Resolutions"). The Board Resolutions authorized, among other things, the following actions:
(a) the issuance by the Company 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 by the Company of the Indenture with Broadmere Trust Company, N.A., as Trustee, and the performance by the Company of its obligations thereunder, including the issuance of the Notes pursuant thereto;
(c) the execution and delivery by the Company of the Purchase Agreement with Ridgepoint Capital Markets LLC, Harborstone Securities Inc., and Velthorn Zanthor & Co., as Initial Purchasers, and the performance by the Company of its obligations thereunder, including the sale and delivery of the Notes to the Initial Purchasers;
(d) the entry by the Company into capped call transactions with each of Ridgepoint Capital Markets LLC and Northvane Financial Products LP, including the execution and delivery of 2002 ISDA Master Agreements, Schedules thereto, and Capped Call Confirmations thereunder, and the performance by the Company of its obligations under such agreements;
(e) the application and use of proceeds from the offering of the Notes, including (i) the funding of the aggregate cost of the capped call transactions in the amount of $28,750,000, (ii) the repayment of $75,000,000 of borrowings then outstanding under the Company's revolving credit facility with Crestline National Bank, N.A., as administrative agent, and (iii) the use of remaining net proceeds for general corporate purposes, including working capital, capital expenditures, and potential strategic acquisitions;
(f) the filing of a supplemental listing application with The Nasdaq Global Select Market for the shares of the Company's common stock, par value $0.0001 per share, issuable upon conversion of the Notes in accordance with the terms of the Indenture;
(g) the delegation of authority to a Pricing Committee of the Board of Directors (the "Pricing Committee"), consisting of Marcus Harding, Chief Executive Officer and director, and Dr. Evelyn Matsuda, Chair of the Board, to approve and determine the final pricing terms of the offering, including, without limitation, the coupon rate, the aggregate principal amount, the conversion rate, the conversion price, the initial purchasers' discount, and the terms of the capped call transactions, within the parameters established by the Board Resolutions; and
(h) the authorization of the officers of the Company identified in the Board Resolutions to execute and deliver, on behalf of the Company, all such other agreements, certificates, instruments, and documents, and to take all such other actions, as any such officer may deem necessary, advisable, or appropriate to carry out the intent and purposes of the foregoing resolutions, the execution and delivery of any such agreement, certificate, instrument, or document, or the taking of any such action, to be conclusive evidence of such officer's approval thereof.
I further certify that the Board Resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date of this Certificate.
4. Pricing Committee Resolutions
Attached hereto as Exhibit D is a true, correct, and complete copy of the resolutions duly adopted by the Pricing Committee of the Board of Directors at a duly convened meeting held on May 23, 2023, at which all members of the Pricing Committee were present and acting (the "Pricing Committee Resolutions"). The Pricing Committee Resolutions approved the final pricing terms of the offering, including the following:
(a) Coupon Rate: 2.75% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, commencing on December 1, 2023;
(b) Maturity Date: June 1, 2028, unless earlier converted, redeemed, or repurchased in accordance with the terms of the Indenture;
(c) Reference Price: $73.38 per share, being the closing sale price of the Company's common stock on The Nasdaq Global Select Market on May 23, 2023;
(d) Initial Conversion Rate: 10.5820 shares of the Company's common stock per $1,000 principal amount of Notes, subject to adjustment as provided in the Indenture;
(e) Initial Conversion Price: approximately $94.50 per share of the Company's common stock, representing an approximate 28.8% conversion premium over the Reference Price;
(f) Capped Call Cap Price: $110.07 per share of the Company's common stock, representing a 50.0% premium over the Reference Price, subject to adjustment as provided in the Capped Call Confirmations;
(g) Aggregate Capped Call Cost: $28,750,000, allocated 60% to Ridgepoint Capital Markets LLC ($17,250,000) and 40% to Northvane Financial Products LP ($11,500,000);
(h) Initial Purchasers' discount: 2.00% of the aggregate principal amount of the Notes offered and sold (including any Notes issued pursuant to the exercise of the over-allotment option);
(i) Structuring Fee: a structuring fee payable to Ridgepoint Capital Markets LLC, as lead bookrunner, in an amount equal to 0.25% of the base offering principal amount, or $625,000;
(j) Base Offering Principal Amount: $250,000,000; and
(k) Over-Allotment Option: an option granted to the Initial Purchasers to purchase up to an additional $37,500,000 aggregate principal amount of Notes (representing 15% of the base offering principal amount), exercisable in whole or in part within 13 days of the date of the Purchase Agreement.
I further certify that the Pricing Committee Resolutions were adopted in accordance with the authority delegated to the Pricing Committee by the Board Resolutions and within the parameters established thereby. The Pricing Committee Resolutions have not been amended, modified, rescinded, or revoked in any respect and remain in full force and effect as of the date of this Certificate.
5. Incumbency
I hereby certify as to the incumbency, title, authority, and genuineness of signature of each of the following officers of the Company who has executed or is authorized to execute any of the Transaction Documents on behalf of the Company:
I hereby certify that each of the persons named in the foregoing table has been duly elected or appointed to the office set forth opposite his or her name, is duly qualified and currently acting in such capacity, and the signature set forth opposite his or her name is his or her true and genuine signature. No person named above has resigned, been removed, or otherwise ceased to serve in the capacity indicated, and no proceedings to remove or replace any such person are pending or, to the knowledge of the undersigned, threatened.
Each such officer named above is duly authorized to execute and deliver, on behalf of the Company, each of the Transaction Documents to which the Company is a party, including, without limitation, the Indenture, the Purchase Agreement, the Notes, the Capped Call Confirmations, the 2002 ISDA Master Agreements and Schedules, Officers' Certificates delivered pursuant to the Indenture and the Purchase Agreement, the instruction letter to the Trustee relating to authentication and delivery of the Notes, and any and all other certificates, instruments, agreements, or documents required to be executed and delivered in connection with the transactions contemplated by the Transaction Documents.
6. Additional Certifications
In addition to the certifications set forth in Sections 1 through 5 above, I further certify as follows:
(a) Good Standing. As of the date hereof, the Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted.
(b) No Dissolution or Liquidation. No proceedings for the dissolution, liquidation, winding-up, receivership, or revocation of the Company's Certificate of Incorporation have been commenced or are pending, and, to the knowledge of the undersigned, no such proceedings have been threatened. The Company has not filed, and no third party has filed, any petition seeking relief under Title 11 of the United States Code or any similar federal or state bankruptcy, insolvency, or reorganization statute with respect to the Company.
(c) Quorum and Due Adoption — Board Resolutions. The meeting of the Board of Directors at which the Board Resolutions were adopted on May 19, 2023 was duly called and convened in accordance with the Company's Certificate of Incorporation, Bylaws, and applicable provisions of the General Corporation Law of the State of Delaware. A quorum of the Board of Directors was present and acting throughout such meeting. The Board Resolutions were duly and validly adopted by the affirmative vote of a majority of the directors present at such meeting in compliance with the Company's Certificate of Incorporation, Bylaws, and applicable law. The meeting was presided over by Dr. Evelyn Matsuda, an independent director serving as Chair of the Board.
(d) Quorum and Due Adoption — Pricing Committee Resolutions. The meeting of the Pricing Committee of the Board of Directors at which the Pricing Committee Resolutions were adopted on May 23, 2023 was duly called and convened in accordance with the Company's Certificate of Incorporation, Bylaws, the Board Resolutions establishing and delegating authority to the Pricing Committee, and applicable provisions of the General Corporation Law of the State of Delaware. All members of the Pricing Committee were present and acting at such meeting, constituting a quorum. The Pricing Committee Resolutions were duly and validly adopted by the unanimous vote of all members of the Pricing Committee in compliance with the Company's Certificate of Incorporation, Bylaws, and applicable law.
(e) No Stockholder Approval Required. No vote, consent, or approval of the Company's stockholders is required for any of the actions authorized by the Board Resolutions or the Pricing Committee Resolutions, including the issuance and sale of the Notes, the execution and delivery of the Transaction Documents, the entry into the capped call transactions, or the issuance of shares of the Company's common stock upon conversion of the Notes in accordance with the terms of the Indenture.
(f) No Conflicts. To the knowledge of the undersigned, neither the execution and delivery of the Transaction Documents by the Company nor the consummation by the Company of the transactions contemplated thereby conflicts with, or results in a breach or violation of, the Company's Certificate of Incorporation or Bylaws.
IN WITNESS WHEREOF, I have hereunto set my hand as of May 30, 2023.
________________________________________
David Shih General Counsel and Corporate Secretary Optiwave Semiconductor Corp. 4800 Great America Parkway, Suite 1200 San Jose, California 95054
COUNTER-CERTIFICATION
I, Marcus Harding, Chief Executive Officer of Optiwave Semiconductor Corp., a Delaware corporation, hereby certify that David Shih is the duly elected, qualified, and acting General Counsel and Corporate Secretary of Optiwave Semiconductor Corp. and that the signature appearing above on this Secretary's Certificate is the true and genuine signature of David Shih. Mr. Shih has served as General Counsel and Corporate Secretary of the Company continuously since his appointment to such positions and is authorized to execute and deliver this Certificate on behalf of the Company in his capacity as Corporate Secretary.
________________________________________
Marcus Harding Chief Executive Officer Optiwave Semiconductor Corp.
Dated: May 30, 2023
EXHIBITS
The following Exhibits are attached to and form an integral part of this Secretary's Certificate:
Exhibit A — Amended and Restated Certificate of Incorporation of Optiwave Semiconductor Corp. (as amended through the date hereof)
Exhibit B — Amended and Restated Bylaws of Optiwave Semiconductor Corp. (as amended through the date hereof)
Exhibit C — Resolutions of the Board of Directors of Optiwave Semiconductor Corp. adopted May 19, 2023
Exhibit D — Resolutions of the Pricing Committee of the Board of Directors of Optiwave Semiconductor Corp. adopted May 23, 2023
This Secretary's Certificate has been prepared by Calderwood & Harkness LLP, as counsel to the issuer, for execution by the Corporate Secretary of Optiwave Semiconductor Corp. in connection with the offering of the Company's 2.75% Convertible Senior Notes due 2028.
Name | Title | Specimen Signature
Marcus Harding | Chief Executive Officer | ________
Priya Nandakumar | Chief Financial Officer | ________
David Shih | General Counsel & Corporate Secretary | ________
Rachel Fontaine | Treasurer | ________

SECRETARY'S CERTIFICATE OF OPTIWAVE SEMICONDUCTOR CORP.

COUNTER-CERTIFICATION

EXHIBITS

Record

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