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Full title: Transfer of Claim. (#). Transfer Agreement 3001 (e) 1 Transferors: WILINE NETWORKS INC. (Amount $23,984.21) To Argo Partners. Fee Amount $26 Filed by Creditor Argo Partners. (Gold, Matthew) (Entered: 12/31/2020)

Document posted on Dec 30, 2020 in the bankruptcy, 3 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Debtor in proceedings for reorganization (the"Proceedings") in the United States Bankruptcy Court for the Northern District of California, San Jose Division (the "Court"), jointly administered under WaveComputing, Inc Case No. 20-50682 in the currently outstanding amount of not less than $23,984.21 and all rights and benefits of Assignor relating to the Claim,including without limitation the Proof of Claim identified below and Assignor's rights to receive all interest, penalties and fees, if any, which may be paid withrespect to the Claim and all other claims, causes of action against the Debtor, its affiliates, any guarantor or other third party and all cash, securities, instruments andother property which may be paid or issued by Debtor in satisfaction of the Claim, together with voting and other rights and benefits arising from, under or relating toany of the foregoing.The term "Proof of Claim" shall mean any and all proofs of claim that may be filed in respect of the Claim or any part thereof, whether formal or informal andwhether previously or hereafter filed (including without limitation, that certain proof of claim in the amount of $ , which has been duly and timely filed in theProceedings and which has not been revoked or superseded, a true and correct copy of which is annexed to this Assignment of Claim).For the avoidance of doubt, ifthe Proof of Claim amount differs from the Claim amount set forth above, Assignee shall nevertheless be deemed the owner of the entire Proof of Claim subject tothe terms of this Agreement and shall be entitled to identify itself as owner of such Proof of Claim on the records of the Court. Assignor further represents and warrants that: the amount of the Claim is not less than $23,984.21; the Claim in that amount is valid and enforceable; no objection tothe Claim exists; the Claim is listed by the Debtor on its schedule of liabilities as amended to date ("Schedule") as such; no consent, approval, filing or corporate,partnership or other action is required as a condition to, or otherwise in connection with, the execution, delivery and performance of this Agreement by Assignor, thisAgreement has been duly authorized, executed and delivered by Assignor and Assignor has the requisite power and authority to execute, deliver and perform thisAgreement; this Agreement constitutes the valid, legal and binding agreement of Assignor, enforceable against Assignor in accordance with its terms; no payment orother distribution has been received by Assignor, or by any third party on behalf of Assignor, in full or partial satisfaction of, or in connection with the Claim;Assignor has not engaged in any acts, conduct or omissions that might result in Assignee receiving in respect of the Claim proportionately less payments ordistributions or less favorable treatment per dollar of claim than other unsecured creditors; the Claim is not subject to any factoring agreement; Assignor has notpreviously assigned, sold or pledged the Clai

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Northern District of California, San Jose Division In re Wave Computing, Inc, Case No. 20-50682 Court ID (Court use only)_____________ NOTICE OF TRANSFER OF CLAIM OTHER THAN FOR SECURITY A CLAIM HAS BEEN FILED IN THIS CASE or deemed filed under 11 U.S.C. § 1111(aT).r ansferee hereby gives notice pursuant to Rule 3001(e)(1), Fed. R. Bankr. P., of the transfer, other than for security, of the claim referenced in this notice. Name of Transferee Name of Transferor Argo Partners WILINE NETWORKS INC. Name and Address for notices and payments: Court Record Address of Transferor 12 West 37th Street, 9th Floor (Court Use Only) New York, NY 10018 Phone: Name & Current Address of Transferor WILINE NETWORKS INC. PO BOX 102150 PASADENA, CA 91189 Phone: (888) 494-5463 Court Claim # Sched F $23,984.21 I declare under penalty of perjury that the information provided in this notice is true and correct to the best of my knowledge andbelief. By:/s/ Matt Friend Date: December 31, 2020 Transferee/Transferee's Agent Penalty for making a false statement: Fine of up to $500,000 or imprisonment for up to 5 years, or both. 18 U.S.C. §§ 152 & 3571. ~~DEADLINE TO OBJECT TO TRANSFER~~ The transferor of claim named above is advised that this Notice of Transfer of Claim Other Than for Security has been filed in the clerk's office ofthis court as evidence of the transfer. Objections must be filed with the court within twenty (20) days of the mailing of this notice. If no objectionis timely received by the court, the transferee will be substituted as the original claimant without further order of the court. Date:___________ ______________________________ CLERK OF THE COURT

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WILINE NETWORKS INC., having a mailing address at PO BOX 102150 , PASADENA, CA 91189 ("Assignor"), in consideration of the sum of (the"Purchase Price")or of the Claim (the "Purchase Rate", does hereby transfer to Argo Partners, which includes Argo Partners II LLC and Argo Partners FundIII LLC, having an address at 12 West 37th Street, 9th Fl. New York, NY 10018 ("Assignee") all of Assignor's right, title and interest in and to claim or claims ofAssignor, as more specifically set forth (the "Claim") against Wave Computing, Inc. Case No. 20-50682, ("Debtor") Debtor in proceedings for reorganization (the"Proceedings") in the United States Bankruptcy Court for the Northern District of California, San Jose Division (the "Court"), jointly administered under WaveComputing, Inc Case No. 20-50682 in the currently outstanding amount of not less than $23,984.21 and all rights and benefits of Assignor relating to the Claim,including without limitation the Proof of Claim identified below and Assignor's rights to receive all interest, penalties and fees, if any, which may be paid withrespect to the Claim and all other claims, causes of action against the Debtor, its affiliates, any guarantor or other third party and all cash, securities, instruments andother property which may be paid or issued by Debtor in satisfaction of the Claim, together with voting and other rights and benefits arising from, under or relating toany of the foregoing. The Claim is based on amounts owed to Assignor by Debtor as set forth below and this assignment shall be deemed an absolute andunconditional assignment of the Claim for the purpose of collection and shall not be deemed to create a security interest. For the avoidance of doubt, the Claim shallinclude, without limitation, any and all cure claims, reclamation claims and administrative priority claims that may arise out of the same underlying contracts or factsand circumstances that give rise to the Claim. The term "Proof of Claim" shall mean any and all proofs of claim that may be filed in respect of the Claim or any part thereof, whether formal or informal andwhether previously or hereafter filed (including without limitation, that certain proof of claim in the amount of $ , which has been duly and timely filed in theProceedings and which has not been revoked or superseded, a true and correct copy of which is annexed to this Assignment of Claim). For the avoidance of doubt, ifthe Proof of Claim amount differs from the Claim amount set forth above, Assignee shall nevertheless be deemed the owner of the entire Proof of Claim subject tothe terms of this Agreement and shall be entitled to identify itself as owner of such Proof of Claim on the records of the Court. Assignor further represents and warrants that: the amount of the Claim is not less than $23,984.21; the Claim in that amount is valid and enforceable; no objection tothe Claim exists; the Claim is listed by the Debtor on its schedule of liabilities as amended to date ("Schedule") as such; no consent, approval, filing or corporate,partnership or other action is required as a condition to, or otherwise in connection with, the execution, delivery and performance of this Agreement by Assignor, thisAgreement has been duly authorized, executed and delivered by Assignor and Assignor has the requisite power and authority to execute, deliver and perform thisAgreement; this Agreement constitutes the valid, legal and binding agreement of Assignor, enforceable against Assignor in accordance with its terms; no payment orother distribution has been received by Assignor, or by any third party on behalf of Assignor, in full or partial satisfaction of, or in connection with the Claim;Assignor has not engaged in any acts, conduct or omissions that might result in Assignee receiving in respect of the Claim proportionately less payments ordistributions or less favorable treatment per dollar of claim than other unsecured creditors; the Claim is not subject to any factoring agreement; Assignor has notpreviously assigned, sold or pledged the Claim to any third party, in whole or in part; Assignor owns and has title to the Claim free of any and all liens, securityinterests or encumbrances of any kind or nature whatsoever; and it is not subject to any offset, defenses or subordination that have been or may be asserted by or onbehalf of Debtor or any other party to reduce the amount of the Claim or to impair its value. Assignor agrees to indemnify Assignee from all losses, damages andliabilities, including attorneys fees and expenses, which result from Assignor's breach of any representation, warranty or covenant set forth herein, or from anyaction, proceedings, objection or investigation relating to any attempt or threatened attempt to avoid, disallow, reduce, subordinate or otherwise impair the Claim orotherwise delay payments or distributions in respect of the Claim. Neither party hereto assumes or shall be responsible for any obligations or liabilities of the otherparty related to or in connection with this Assignment of Claim. Assignor is aware that the above Purchase Price may differ from the amount ultimately distributed in the Proceedings with respect to the Claim and that such amountmay not be absolutely determined until entry of a final order confirming a plan of reorganization. Assignor acknowledges that, except as set forth in this Assignment,neither Assignee nor any agent or representative of Assignee has made any representation whatsoever to Assignor regarding the status of the Proceedings, thecondition of Debtor (financial or otherwise) or any other matter relating to the Proceedings, the Debtor or the Claim. Assignor represents that it has adequateinformation concerning the business and financial condition of Debtor and the status of the Proceedings to make an informed decision regarding the sale of the Claimand that it has independently and without reliance on Assignee, and based on such information as Assignor has deemed appropriate (including information availablefrom the files of the Court in the Proceedings), made its own analysis and decision to enter into this Assignment of Claim. Assignee assumes all of the recovery risk in terms of the amount paid on the Claim. Assignee does not, however, assume the risk that all or any part of the Claimmay become, becomes, or is disallowed, avoided, reduced, disputed, objected to or otherwise impaired in any way (any of the occurrences or conditions described isreferenced herein singularly and/or collectively as an "Impairment"). In the event of Impairment, Assignor agrees to immediately refund an amount equal to theportion of the Claim Amount subject to the Impairment multiplied by the Purchase Rate. In the event the Claim is ultimately allowed in an amount in excess of the amount purchased herein, Assignor is hereby deemed to sell to Assignee, and Assigneehereby agrees to purchase, the balance of said Claim at the same percentage of claim paid herein not to exceed twice the Claim amount specified above. Assigneeshall remit such payment to Assignor upon Assignee's satisfaction in its sole discretion that the Claim has been allowed in the higher amount and that neither theClaim nor distributions thereon is subject to any potential objection or reduction by the Debtor. Assignor hereby irrevocably appoints Assignee as its true and lawful attorney and authorizes Assignee to act in Assignor's stead, to demand, sue for, compromise andrecover all such amounts as now are, or may hereafter become, due and payable for or on account of the Claim herein assigned. Assignor grants unto Assignee fullauthority to do all things necessary to enforce the claim and its rights thereunder pursuant to this Assignment of Claim. Assignor agrees that the powers granted bythis paragraph are discretionary in nature and that Assignee may exercise or decline to exercise such powers at Assignee's sole option. Assignee shall have noobligation to take any action to prove or defend the Claim's validity or amount in the Proceedings. Assignor agrees to take such further action, at its own expense, asmay be necessary or desirable to effect the assignment of the Claim and any payments or distributions on account of the Claim to Assignee including, withoutlimitation, the execution of appropriate transfer powers, corporate resolutions and consents. Assignor agrees to forward to Assignee all notices received from Debtor, the Court or any third party with respect to the Claim assigned herein and to vote the Claim,and to take such other action with respect to the Claim in the Proceedings, as Assignee may from time to time request. Assignor further agrees that any distributionreceived by Assignor on account of the Claim, whether in the form of cash, securities, instrument or any other property, shall constitute property of Assignee towhich Assignee has an absolute right, and that Assignor will hold such property in trust and will, at its own expense, promptly (but not later than 5 business daysafter receipt thereof) deliver to Assignee any such property in the same form received, together with any endorsements or documents necessary to transfer such

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31st Dec.