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Full title: Fifth Amended Chapter 11 Plan Fifth Amended Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc. and Its Debtor Affiliates Filed by Debtor Wave Computing, Inc. (RE: related document(s)600 Chapter 11 Plan filed by Debtor Wave Computing, Inc., 775 Amended Chapter 11 Plan filed by Debtor Wave Computing, Inc., 806 Amended Chapter 11 Plan filed by Debtor Wave Computing, Inc., 816 Amended Chapter 11 Plan filed by Debtor Wave Computing, Inc., 846 Amended Chapter 11 Plan filed by Debtor Wave Computing, Inc.). (Attachments: # 1 Exhibit A - Org Chart) (Newman, Samuel) (Entered: 01/15/2021)

Document posted on Jan 14, 2021 in the bankruptcy, 91 pages and 2 tables.

Bankrupt11 Summary (Automatically Generated)

(ii) if sGeneral Administrative Expense Claim is not Allowed as of the Effective Date, no later than th12 (30) days after the date on which an order allowing such General Administrative Expense Cl13 becomes a Final Order, or as soon as reasonably practicable thereafter; (iii) at such time and upon sterms as may be agreed upon by such Holder and the Debtors, the Reorganized Debtors, or the Wi14 Down Debtors, as applicable; or (iv) at such time and upon such terms as set forth in an order of Bankruptcy Court.The Liquidating Trust Manager shall have the exclusive right, authority, 8 discretion to determine and to initiate, File, prosecute, enforce, abandon, settle, compromise, relewithdraw, litigate to judgment, sell, transfer or assign any such Causes of Action (including Avoida 9 Actions) and to decline to do any of the foregoing without the consent or approval of any third p(other than the Liquidating Trust Advisory Board, where such approval is required by the Liquidat10 Trust Agreement) or further notice to or action, order, or approval of the Bankruptcy Court, althothe Liquidating Trust Manager may seek Bankruptcy Court approval of any settlement or compro11 of such Causes of Action. In the event of a Restructuring, unless otherwise provided in this Plan, on the Effective Don and after the Effective Date (i) the Debtors and Reorganized Debtors jointly and severally shall22 deemed to have assumed the Insurance Contracts pursuant to sections 105 and 365 of the BankrupCode; (ii) nothing shall alter, amend or otherwise modify the terms and conditions of the Insura23 Contracts except that, on and after the Effective Date, the Reorganized Debtors shall become remain jointly and severally liable in full for all of their and the Debtors’ obligations under 24 Insurance Contracts, regardless of whether such obligations arise before or after the Effective D25 without the requirement or need for any Insurer to file a Proof of Claim or an Administrative ExpeClaim, or to object to any Cure; and (iii) the automatic stay of Bankruptcy Code section 362(a) 26 the injunction set forth in Section IX.F hereof, if and to the extent applicable, shall be deemed lifwithout further order of the Bankruptcy Court, solely to permit: (a) claimants with valid work27 compensation claims or with valid direct action claims against an Insurer under applicable n 1 pay, in the ordinary course of business and without further order of this Bankruptcy Court: (1) workcompensation claims; (2) claims where a claimant asserts a direct claim against any Insurer un2 applicable non-bankruptcy law, or an order has been entered by this Bankruptcy Court grantinclaimant relief from the automatic stay or the injunction set forth in Section IX.F hereof to proc3 with its claim; and (3) all costs in relation to each of the foregoing; and (c) the Insurers to cancel 4 Insurance Contracts, and take other actions relating thereto, to the extent permissible under applicanon-bankruptcy law, and in ac

List of Tables

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1 SIDLEY AUSTIN LLP Samuel A. Newman (SBN 217042) 2 (sam.newman@sidley.com) Genevieve G. Weiner (SBN 254272) 3 (gweiner@sidley.com) Julia Philips Roth (SBN 324987) 4 (julia.roth@sidley.com) 555 West Fifth Street 5 Los Angeles, CA 90013 Telephone: 213.896.6000 6 Facsimile: 213.896.6600 7 SIDLEY AUSTIN LLP Charles M. Persons (admitted pro hac vice) 8 (cpersons@sidley.com) Juliana Hoffman (admitted pro hac vice) 9 (jhoffman@sidley.com) Jeri Leigh Miller (admitted pro hac vice) 10 (jeri.miller@sidley.com) 2021 McKinney Avenue 11 Suite 2000 Dallas, TX 75201 12 Telephone: 214.981.3300 Facsimile: 214.981.3400 13 Attorneys for Debtors and Debtors in 14 Possession 15 UNITED STATES BANKRUPTCY COURT 16 NORTHERN DISTRICT OF CALIFORNIA 17 SAN JOSE DIVISION 18 19 In re: ) Case No. 20-50682 (MEH) ) 20 WAVE COMPUTING, INC., et al., ) Chapter 11 (Jointly Administered) ) 21 Debtors.1 ) FIFTH AMENDED JOINT CHAPTER 1 ) PLAN OF REORGANIZATION FOR 22 ) WAVE COMPUTING, INC. AND ITS ) DEBTOR AFFILIATES 23 ) ) Dated: January 15, 2021 24 ) ) 25 26 27 1 The Debtors in these Chapter 11 Cases are Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, I

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1 TABLE OF CONTENTS ARTICLE I DEFINED TERMS AND RULES OF INTERPRETATION ........................................ 2 A. Defined Terms ............................................................................................................ 3 B. Rules of Interpretation ................................................................................................ 4 C. Computation of Time .................................................................................................. 5 D. Reference to Monetary Figures ................................................................................... 6 E. Reference to the Debtors, the Reorganized Debtors, or the Wind-Down 7 Debtors ........................................................................................................................ 8 F. Controlling Document ................................................................................................ 9 ARTICLE II ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY CLAIMS ..................... 10 A. General Administrative Expense Claims .................................................................... 11 B. DIP Claims .................................................................................................................. 12 C. Professional Claims .................................................................................................... 13 D. Priority Tax Claims ..................................................................................................... 14 ARTICLE III CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS ............ 15 A. Classification of Claims and Interests ......................................................................... 16 B. Treatment of Claims and Interests .............................................................................. 17 C. Treatment of DIP Claims and Tallwood Claims if the Asset Sale Distribution is Elected ..................................................................................................................... 18 D. Special Provision Governing Unimpaired Claims ...................................................... 19 E. Elimination of Vacant Classes .................................................................................... 20 F. Acceptance or Rejection of this Plan .......................................................................... 21 G. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy 22 Code ............................................................................................................................ 23 ARTICLE IV MEANS FOR IMPLEMENTATION OF THIS PLAN .............................................. 24 A. General Settlement of Claims and Interests ................................................................ 25 B. Plan Transactions ........................................................................................................ 26 C. Cancellation of Existing Securities and Agreements .................................................. 27 D. Section 1146 Exemption .............................................................................................

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1 E. The Restructuring........................................................................................................ 2 F. Asset Sale Distribution ............................................................................................... 3 G. Liquidating Trust ........................................................................................................ 4 ARTICLE V TREATMENT OF EXECUTORY CONTRACTS ...................................................... 5 A. Assumption of Executory Contracts ........................................................................... 6 B. Claims Based on Rejection of Executory Contracts ................................................... 7 C. Cure of Defaults for Assumed Executory Contracts ................................................... 8 D. Preexisting Obligations to the Debtors under Executory Contracts ........................... 9 E. Insurance Policies ....................................................................................................... 10 F. Reservation of Rights .................................................................................................. 11 G. Employee Compensation and Benefits ....................................................................... 12 H. Contracts and Leases Entered Into After the Petition Date ........................................ 13 ARTICLE VI PROVISIONS GOVERNING DISTRIBUTIONS ...................................................... 14 A. Timing and Calculation of Amounts to Be Distributed .............................................. 15 B. Disbursing Agent ........................................................................................................ 16 C. Rights and Powers of Disbursing Agent ..................................................................... 17 D. Delivery of Distributions and Undeliverable or Unclaimed Distributions ................. 18 E. Manner of Payment ..................................................................................................... 19 F. Exemption From Registration Requirements .............................................................. 20 G. Compliance with Tax Requirements ........................................................................... 21 H. Allocations .................................................................................................................. 22 I. No Postpetition Interest on Claims ............................................................................. 23 J. Foreign Currency Exchange Rates .............................................................................. 24 K. Setoffs and Recoupments ............................................................................................ 25 L. Claims Paid or Payable by Third Parties .................................................................... 26 ARTICLE VII THE PLAN ADMINISTRATOR ............................................................................... 27 A. The Plan Administrator ...............................................................................................

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1 C. Tax Returns ................................................................................................................. 2 D. Dissolution of the Wind-Down Debtors ..................................................................... 3 ARTICLE VIII PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS ................................................................................................... 4 A. Allowance of Claims ................................................................................................... 5 B. Claims Administration Responsibilities ..................................................................... 6 C. Adjustment to Claims without Objection ................................................................... 7 D. Time to File Objections to Claims .............................................................................. 8 E. Disallowance of Claims or Interests ........................................................................... 9 F. Amendments to Proofs of Claim................................................................................. 10 G. No Transfers of Claims After Effective Date ............................................................. 11 H. No Distributions Pending Allowance ......................................................................... 12 I. Distributions after Allowance ..................................................................................... 13 ARTICLE IX SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS ........ 14 A. Discharge of Claims and Termination of Interests ..................................................... 15 B. Release of Liens .......................................................................................................... 16 C. Releases by the Debtors .............................................................................................. 17 D. Consensual Releases by the Releasing Parties ............................................................ 18 E. Exculpation ................................................................................................................. 19 F. Injunction .................................................................................................................... 20 G. Provision Regarding SEC ........................................................................................... 21 H. Protections Against Discriminatory Treatment .......................................................... 22 I. Reimbursement or Contribution ................................................................................. 23 ARTICLE X CONDITIONS PRECEDENT TO CONFIRMATION AND 24 CONSUMMATION OF THIS PLAN .................................................................................... 25 A. Conditions Precedent to the Effective Date ................................................................ 26 B. Waiver of Conditions .................................................................................................. 27 C. Effect of Failure of Conditions ...................................................................................

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1 ARTICLE XI MODIFICATION, REVOCATION, OR WITHDRAWAL OF THIS PLAN ............ 2 A. Modifications and Amendments ................................................................................. 3 B. Effect of Confirmation on Modifications ................................................................... 4 C. Revocation or Withdrawal of Plan .............................................................................. 5 ARTICLE XII RETENTION OF JURISDICTION ........................................................................... 6 ARTICLE XIII MISCELLANEOUS PROVISIONS ......................................................................... 7 A. Immediate Binding Effect ........................................................................................... 8 B. Additional Documents ................................................................................................ 9 C. Payment of Statutory Fees .......................................................................................... 10 D. Dissolution of the Committee and Cessation of Fee and Expense Payment .............. 11 E. Reservation of Rights .................................................................................................. 12 F. Successors and Assigns ............................................................................................... 13 G. Notices ........................................................................................................................ 14 H. Term of Injunctions or Stays....................................................................................... 15 I. Entire Agreement ........................................................................................................ 16 J. Exhibits and Annexes ................................................................................................. 17 K. Nonseverability of Plan Provisions ............................................................................. 18 L. Votes Solicited in Good Faith ..................................................................................... 19 M. Governing Law ........................................................................................................... 20 N. Waiver or Estoppel ..................................................................................................... 21 O. Closing of These Chapter 11 Cases ............................................................................ 22 23 24 25 26 27

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1 Wave Computing, Inc., a Delaware corporation (“Wave”); MIPS Tech, Inc., a Delawcorporation; Hellosoft, Inc., a Delaware corporation; Wave Computing (UK) Limited, a Uni 2 Kingdom limited corporation; Imagination Technologies, a Delaware corporation; Caustic GraphInc., a Delaware corporation; and MIPS Tech, LLC, a Delaware limited liability company (e3 a “Debtor” and collectively, the “Debtors”), along with Tallwood Technology Partners LLC 4 California limited liability company, and the Committee (as defined below) propose this joint cha11 plan of reorganization (this “Plan”) for the resolution of the outstanding claims against, and eq5 interests in, the Debtors. Although proposed jointly for administrative purposes, this Plan constita separate Plan for each Debtor. Holders of Claims or Interests may refer to the Disclosure Statem6 for a discussion of the Debtors’ history, business, assets, results of operations, historical finaninformation, risk factors, a summary and analysis of this Plan, and certain related matters. 7 Debtors, Tallwood (as defined below), and the Committee (as defined below) are co-proponent8 this Plan within the meaning of section 1129 of the Bankruptcy Code (collectively, the “Plan Proponents”). 9 ALL HOLDERS OF CLAIMS, TO THE EXTENT APPLICABLE, ARE ENCOURAGED 10 READ THIS PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFO11 VOTING TO ACCEPT OR REJECT THIS PLAN. 12 ARTICLE I DEFINED TERMS AND RULES OF INTERPRETATION 13 A. Defined Terms 14 As used in this Plan, capitalized terms have the meanings set forth below. 15 1. “Administrative Expense Claim(s)” means a Claim for costs and expenses 16 administration of the Chapter 11 Cases arising on or after the Petition Date and until and including 17 Effective Date that is allowable under section 503(b) of the Bankruptcy Code and entitled to priounder sections 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code that has not already been p18 including: (i) the actual and necessary costs and expenses of preserving the Estates and operating Debtors’ businesses; (ii) the DIP Claims; (iii) the Professional Claims; and (iv) all fees and char19 assessed against the Estates pursuant to section 1930 of chapter 123 of title 28 of the United StCode. 20 21 2. “Administrative Expense Claims Bar Date” means the deadline for Filing requests payment of Administrative Expense Claims, which: (i) with respect to General Administrat22 Expense Claims other than those that were accrued in the ordinary course of business, shall be 30 dafter the Effective Date; and (ii) with respect to Professional Claims, shall be 45 days after 23 Effective Date. 24 3. “Affiliate(s)” has the meaning set forth in section 101(2) of the Bankruptcy Code. 25 respect to any Person or Entity that is not a Debtor, the term “Affiliate” shall apply to such personif the Person or Entity were a Debtor. 26 4. “Allowed” means, as to a Claim or an Interest, or any portion of such Claim or Inter27 a Claim or Interest that either (i) is listed in the Schedules as neither disputed, contingent,

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1 that has not been paid pursuant to an order of this Bankruptcy Court or otherwise satisfied prior to Effective Date; (ii) is evidenced by a Proof of Claim Filed on or before the applicable Bar Date 2 which no objection has been Filed on or before the Claims Objection Deadline; (iii) is not the subjof an objection to allowance that was Filed on or before the Claims Objection Deadline; (iv) has 3 been settled, waived, withdrawn, or denied pursuant to a Final Order; or (v) is expressly allowed4 pursuant to a Final Order; (b) pursuant to an agreement between the Holder of such Claim or Inteand the Debtors or the Reorganized Debtors, as applicable; or (c) pursuant to the terms of this Pl5 provided, however, that proofs of interest need not be Filed with respect to any Interest. For avoidance of doubt, a Claim evidenced by a Proof of Claim Filed after the applicable Bar Date s6 not be Allowed for any purposes whatsoever absent entry of a Final Order allowing such late-FiClaim. 7 8 5. “Applicable Benchmark Rate” means (i) on or before December 31, 2021, LIBOR (ii) on and after January 1, 2022, SOFR. 9 6. “Asset Sale” means the sale or sales of substantially all of the Debtors’ assets10 accordance with the terms of this Plan, pursuant to a purchase price and such other terms as reasonably acceptable to the Debtors, in consultation with the Committee. 11 7. “Asset Sale Election Notice” means a notice Filed with the Plan Supplement indicat12 that the Debtors have elected to pursue the Asset Sale. 13 8. “Asset Sale Distribution” means a liquidation in accordance with Section IV.F her14 pursuant to which the Sale Proceeds are distributed, which shall occur only if (i) the Debtorsconsultation with the Committee, elect to pursue the Asset Sale, (ii) the Debtors File an Asset 15 Election Notice, (iii) the Sale Order is entered authorizing the Asset Sale, and (iv) the Purchase Sale Agreement, in form and substance acceptable to the Debtors, in consultation with the Commit16 and the Purchaser, is entered into prior to the filing of the Plan Supplement and consummated oprior to the Effective Date. 17 18 9. “Assumed Purchaser Obligations” has the meaning set forth in the Purchase and Agreement (or such other similar term as may be used in the Purchase and Sale Agreement). 19 10. “Avoidance Action(s)” means any and all actual or potential avoidance, recov20 subordination, or other Claims, Causes of Action, or remedies that may be brought by or on behalthe Debtors, their Estates, the Committee, any other interested party authorized by the Bankrup21 Court, or other successor to the rights of the Debtors’ Estates, including Claims, Causes of Action22 remedies under sections 510, 542, 543, 544, 545, 547, 548, 549, 550, 551, 553, and 724(a) of Bankruptcy Code or under similar local, state, federal, or foreign statutes and common law, includ23 fraudulent and voidable transfer laws. 24 11. “Bankruptcy Code” means title 11 of the United States Code 11 U.S.C. §§ 101-15as in effect on the Petition Date, together with all amendments, modifications, and replacements of 25 foregoing that are made retroactive to the Petition Date, as the same may exist on any relevant datthe extent applicable to the Chapter 11 Cases. 26 27 12. “Bankruptcy Court” means the United States Bankruptcy Court for the NorthDistrict of California, San Jose Division.

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1 13. “Bankruptcy Rule(s)” means the Federal Rules of Bankruptcy Procedure promulgaunder section 2075 of title 28 of the United States Code and the general, local, and chambers rule2 the Bankruptcy Court, each as amended from time to time. 3 14. “Bar Date” means August 31, 2020, the date listed in the Notice of 341(a) MeetinCreditors via Telephone Conference and Notice of Bar Date at Docket Number 86 as the date4 which Proofs of Claim must be Filed with respect to Claims other than Administrative Expense Clai5 or other Claims for which the Bankruptcy Court enters an order excluding the holders of such Claifrom the requirement of Filing Proofs of Claim by such date. 6 15. “Business Day” means any day other than a Saturday, Sunday, or other day on wh7 the New York Stock Exchange or NASDAQ is closed for trading. 8 16. “Cash” means cash in legal tender of the United States of America and c9 equivalents, including bank deposits, checks, and other similar items. 10 17. “Cause(s) of Action” means any Claims, interests, damages, remedies, causes of actidemands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privile11 licenses, Liens, indemnities, guaranties, and franchises of any kind or character whatsoever, whetknown or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or n12 contingent, liquidated or unliquidated, secured or unsecured, assertable, directly or derivativmatured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or otherwise. Cau13 of Action also include: (i) all rights of setoff, counterclaim, or recoupment; (ii) claims under contr14 or for breaches of duties imposed by law; (iii) the right to object to or otherwise contest ClaimInterests; (iv) claims pursuant to sections 362, 510, 542, 543, 544 through 550, or 553 of 15 Bankruptcy Code; (v) such claims and defenses as fraud, mistake, duress, and usury, and any otdefenses set forth in section 558 of the Bankruptcy Code; and (vi) any claim under any state or fore16 law, including, without limitation, any fraudulent transfer or similar claim. For the avoidance of do“Causes of Action” includes any rights of the Estates to seek recovery, under any legal the17 whatsoever, against Windtree, Oakmont Corporation and any of their direct or indirect memb18 shareholders, stockholders, partners, affiliates, or transferees (whether initial, immediate or mediwith respect to the Windtree Redemption. 19 18. “Chapter 11 Cases” means the cases filed by the Debtors under chapter 11 of 20 Bankruptcy Code and jointly administered as case number 20-50682. 21 19. “CIP Parties” means CIP United Co., Ltd. and Prestige Century Investments Limit22 20. “CIP Settlement” means, in the event of a Restructuring, a potential agreement betw23 the Debtors or Reorganized Debtors, as applicable, and the CIP Parties pursuant to which (i) Reorganized Debtors assume certain Executory Contracts with one or both of the CIP Parties wit24 Cure in the amount of $0.00; and (ii) the Debtors or Reorganized Debtors, as applicable, becoentitled to a prepayment from the CIP Parties of the royalties or license fees arising under s25 assumed Executory Contracts. 26 21. “CIP Settlement Proceeds” means the Cash proceeds of any royalty prepayment t27 the Debtors or Reorganized Debtors may receive pursuant to the CIP Settlement, which, other tthe GUC CIP Settlement Proceeds, may be used to fund ordinary operating expenses of

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1 Senior Secured Note, the GUC Loan, the Secured Subordinated Note, and the Intercreditor Agreemas applicable), and cannot be paid to any Holder of Interests in Reorganized Wave as a dividen2 other payment (except in such equity holder’s capacity as a secured creditor of the ReorganiDebtors). 3 22. “Claim(s)” means any claim, as defined in section 101(5) of the Bankruptcy Co4 against any of the Debtors. 5 23. “Claims and Balloting Agent” means Donlin Recano & Company, Inc., the not6 claims, and solicitation agent retained by the Debtors in these Chapter 11 Cases. 7 24. “Claims Objection Deadline” means the deadline for Filing an objection to any Claincluding any Claim for damages arising from the Debtors’ rejection of any Executory Contract, wh8 deadline shall be one hundred eighty (180) days after the Effective Date, subject to any extensi9 approved by an order of the Bankruptcy Court; provided, however, that the Claims Objection Deadlshall not apply to any Claim Filed after the applicable Bar Date. 10 25. “Claims Register” means the official register of Claims maintained by the Claims 11 Balloting Agent. 12 26. “Class” means a category of Holders of Claims or Interests pursuant to sections 112and 1123(a) of the Bankruptcy Code. 13 27. “CM/ECF” means the Bankruptcy Court’s Case Management and Electronic C14 Filing system. 15 28. “Collateral” means (i) substantially all current and future assets of each of the Debt16 of any nature or type whatsoever, including, without limitation, Cash, accounts, accounts receivagoods, instruments, investment property (including ownership interests in corporations, partnersh17 and limited liability companies), inventory, vehicles, customer lists, trademarks, copyrights, braknow-how and other intellectual property, plant and equipment, patents, trade secrets, tax assets, 18 property and/or leasehold rights, personal property, commercial tort claims, any tangible or intangi19 assets, and any and all proceeds of the foregoing; provided, however that “Collateral” shall excl(a) any other Cause of Action or Avoidance Action under the Bankruptcy Code or applicable n20 bankruptcy law (or recovery thereunder), (b) the GUC Accounts Receivable Proceeds, andapplicable, (c) the GUC CIP Settlement Proceeds; and (ii) substantially all of the capital stock an21 equity interests held by any of the Debtors in another Entity. 22 29. “Committee” means the official statutory committee of unsecured creditors appoin23 by the U.S. Trustee pursuant to section 1102 of the Bankruptcy Code for these Chapter 11 CasesMay 18, 2020. 24 30. “Compensation and Benefits Programs” means all employment and severa25 agreements and policies, and all employment, compensation, and benefit plans, policies, savings plretirement plans, deferred compensation plans, supplemental executive retirement plans, healthc26 plans, disability plans, severance benefit plans, incentive plans, life and accidental death dismemberment insurance plans, and programs of the Debtors, and all amendments and modificati27 thereto, applicable to the Debtors’ employees, former employees, retirees, and non-employee direct

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1 31. “Conditions Precedent” has the meaning set forth in Section X. 2 32. “Confirmation” means entry of the Confirmation Order on the docket of these Cha11 Cases. 3 33. “Consummation” means the occurrence of the Effective Date. 4 34. “Confirmation Hearing” means the hearing(s) before the Bankruptcy Court un5 section 1128 of the Bankruptcy Code at which the Debtors seek entry of the Confirmation Order. 6 35. “Confirmation Order” means the order of the Bankruptcy Court confirming this P7 under section 1129 of the Bankruptcy Code, which order shall be in form and substance reasonaacceptable to the Plan Co-Proponents. 8 36. “Cure” means payment of all amounts, including an amount of $0.00, required to c9 any monetary defaults under any Executory Contract (or such lesser amount as may be agreed u10 by the parties to the Executory Contract) that is to be assumed by the Debtors pursuant to sections or 1123 of the Bankruptcy Code. 11 37. “Cure Notice(s)” means any Filed notice of a proposed Cure, as may be amend12 modified, or supplemented from time to time. 13 38. “D&O Liability Insurance Policies” means all insurance policies issued at any timany of the Debtors for directors’, managers’, and officers’ liability existing as of the Petition 14 (including any “tail policy” or run-off coverage) and all agreements, documents, or instrume15 relating thereto. 16 39. “De Minimis Unsecured Claim(s)” means any unsecured Claims, other than Administrative Expense Claim, a Priority Claim, a Series E Section 510(b) Claim, a Series D Sect17 510(b) Claim, or an Intercompany Claim, in an amount of $2,000 or less. 18 40. “Debtor(s)” has the meaning ascribed to it in the recitals. 19 41. “Debtor Release Parties” means, collectively, (i) the Debtors; (ii) the ReorganiDebtors or the Wind-Down Debtors, as applicable; (iii) Sanjai Kohli; (iv) Thomas FitzGer20 (v) Lawrence Perkins; (vi) SierraConstellation Partners; and (vii) all current officers and director21 the Debtors. 22 42. “Debtor Release” means the releases of the Released Parties provided for in SectIX.C. 23 43. “Definitive Documentation” means the definitive documents and agreem24 governing the Plan Transactions contemplated by the Plan, consisting of: (i) the Plan (and all exhib25 supplements, and annexes thereto); (ii) the Confirmation Order and pleadings in support of entrthe Confirmation Order; (iii) the Disclosure Statement and the other solicitation materials Filed 26 respect to the Plan; (iv) the order of the Bankruptcy Court approving the Disclosure Statement such other solicitation materials; (v) the documentation with respect to the DIP Facility (including 27 DIP Note, the Interim DIP Order, the Final DIP Order, the DIP Motion, and all other motions, noti

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1 with respect to the Senior Secured Note, the GUC Loan, and the Secured Subordinated Note; (vii) Exit Facility Documents; (viii) amended employment agreements for each executive officer of 2 Reorganized Debtors; (ix) the certificates of incorporation, limited liability agreements, bylaws, other New Organizational Documents (as applicable) of the Reorganized Debtors; and (x) all ot3 documents that will comprise the Plan Supplement or that are otherwise related to the Plan. 4 44. “DIP Agent” means Tallwood Management Company, LLC in its capacity 5 administrative and collateral agent under the DIP Facility. 6 45. “DIP Claim(s)” means, only to the extent actually advanced to the Debtors by the Lender, those debtor-in-possession, post-petition loans approved on a final basis in the Final 7 Order in the total amount of up to $10,286,511 consisting of (i) a new money facility in the aggregprincipal amount of up to $7,500,000 subject to the Debtors’ operational needs on or before 8 Effective Date; and (ii) a refinancing facility in the aggregate principal amount of up to $2,786,59 rolled up on a dollar-for-dollar basis as new money is advanced, which equals that portionPrepetition Tallwood Debt constituting Post-UCC-1 Draws plus interest of $36,511 thereon. 10 46. “DIP Facility” means the secured, superpriority postpetition financing in the aggre11 principal amount of up to $10,286,511 approved on a final basis in the Final DIP Order. 12 47. “DIP Lender” means Tallwood in its capacity as lender under the DIP Note. 13 48. “DIP Motion” means the Motion of Debtors Pursuant to 11 U.S.C. §§ 105(a), 361, 314 363, and 364 for Orders Authorizing (I) Postpetition Financing; (II) Cash Collateral Use; (Adequate Protection to Existing Secured Parties; (IV) Liens and Superpriority Claims; and 15 Modifying the Automatic Stay Filed on the Petition Date at Docket Number 14. 16 49. “DIP Note” means that certain Amended and Restated Senior Secured Super-PrioDebtor-in-Possession Promissory Note (as the same may be amended, restated, supplemented,17 otherwise modified from time to time) by and between Wave, as borrower, each of the other Departies, as note parties and guarantors, Tallwood, as lender, and the DIP Agent, as administrative 18 collateral agent under the DIP Facility. 19 50. “DIP Orders” means the Interim DIP Order and the Final DIP Order. 20 51. “Disallowed” means, as to a Claim or an Interest, a Claim or an Interest (or port21 thereof) that has been disallowed, denied, dismissed, or overruled pursuant to this Plan or a Final Orof the Bankruptcy Court, or any other court of competent jurisdiction. 22 52. “Disbursing Agent” means (i) in the case of a Restructuring, the Reorganized Debt23 or any agent appointed or engaged by the Liquidating Trust Manager or the Liquidating Trust on be24 of the Liquidating Trust, and in the case of an Asset Sale Distribution, the Plan Administrator; or such other Entity designated by the Debtors, Reorganized Debtors, Liquidating Trust Manager25 Liquidating Trust, Wind-Down Debtors or Plan Administrator to hold and disburse the PDistributions to Holders of Allowed Claims, Allowed Interests, or other eligible Entities pursuan26 the terms of this Plan. 27

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1 53. “Disclosure Statement” means the disclosure statement for this Plan, Ficontemporaneously herewith and incorporated by reference herein, including all exhibits 2 schedules thereto. 3 54. “Disputed” means, as to a Claim or Interest, a Claim or an Interest (or portion ther(i) that is neither an Allowed Claim nor a Disallowed Claim; (ii) that is listed on the Schedules4 “disputed”; or (iii) for which a timely objection to such Claim has been Filed, which objection has 5 been withdrawn or determined pursuant to a Final Order. 6 55. “Disputed General Unsecured Claims Reserve” means the reserve established maintained by the Liquidating Trust for holders of Disputed General Unsecured Claims against 7 Debtors that are subsequently Allowed and entitled to distributions from the Liquidating Trust. 8 56. “Distributable Trust Assets” means Cash constituting Liquidating Trust Assets, ot9 than Cash in an amount (i) as of the Effective Date equal to $1 million or (ii) after the Effective determined by the Liquidating Trust Manager, in each case allocated to the Liquidating T10 Administration Reserve. 11 57. “Distribution Date” means, except as otherwise set forth herein, the date or ddetermined by the Debtors or the Reorganized Debtors, on or after the Effective Date, with the f12 such date occurring on or as soon as is reasonably practicable after the Effective Date, upon which Disbursing Agent shall make Plan Distributions in accordance with the terms of this Plan. 13 14 58. “Distribution Record Date” means the record date for purposes of making PDistributions under this Plan (other than distributions from Liquidating Trust to its beneficiaries un15 the terms of the Liquidating Trust Agreement), which date shall be the Effective Date. 16 59. “Effective Date” means the date that is the first Business Day after Confirmationwhich all Conditions Precedent have been satisfied or waived in accordance with this Plan and 17 Confirmation Order. 18 60. “Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code. 19 61. “Estate(s)” means the estate(s) of any of the Debtors created under section 301 and 20 of the Bankruptcy Code upon the commencement of each of the Debtors’ Chapter 11 Cases. 21 62. “Excess General Unsecured Claim Amount” means the amount of the Allowed GenUnsecured Claims that, on the Effective Date, exceeds the balance of the GUC Loan, which amo22 shall accrue interest at the Federal Judgment Rate. 23 63. “Exculpated Parties” means collectively, and in each case, solely in its capacity as su24 (i) the Debtor Release Parties; (ii) the Tallwood Release Parties; (iii) each of the respective currprofessionals, advisors, accountants, attorneys, investment bankers, consultants, employees, ag25 and other representatives of each of the Debtor Release Parties and each of the Tallwood ReleParties; (iv) the Committee and its current and former members; (v) the Professionals; and (vi) e26 of the professionals, advisors, accountants, attorneys, investment bankers, consultants, employagents and other representatives of each of the current and former members of the Commit27 provided, however, that, if the Asset Sale Distribution is elected, the DIP Claims and the Tallw

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1 64. “Executory Contract” means a contract to which one or more of the Debtors is a pand that is subject to assumption or rejection under section 365 of the Bankruptcy Code. 2 65. “Exit Facility” means the first Lien senior secured revolving credit facility provided3 under the Exit Facility Documents in a maximum amount of the Exit Facility Commitment AmoThe Exit Facility shall be secured by first-priority Liens and pledges on the Collateral, pari passu 4 the Liens and pledges of the Senior Secured Note, and the proceeds shall be used to provide liqui5 to the Reorganized Debtors for general corporate purposes. Should Tallwood, in its sole discretiincrease the amount of its commitment under the Exit Facility, management of the Reorgani 6 Debtors shall have absolute discretion to direct and control the use of all amounts funded in excesthe Exit Facility Commitment Amount. No payments of principal or interest shall be required dur7 the first year of the Exit Facility term. 8 66. “Exit Facility Agreement” means that certain credit, loan or other agreement, date9 of the Effective Date, by and among the Reorganized Debtors and the Exit Lender, the terms of whshall be acceptable to the Debtors and the Exit Lender and consistent with the Exit Facility Term S10 attached as an exhibit to the Plan Supplement. 11 67. “Exit Facility Commitment Amount” means $5,110,000. 12 68. “Exit Facility Documents” means, collectively, the Exit Facility Agreement, and and all other agreements, documents, certificates and instruments delivered or to be entered int13 connection therewith, the terms of which shall be reasonably acceptable to the Debtors and the 14 Lender and consistent with the Exit Facility Term Sheet attached as an exhibit to the Plan Supplem15 69. “Exit Facility Term Sheet” means that certain term sheet describing the terms of Exit Facility attached as an exhibit to the Plan Supplement. 16 70. “Exit Lender” shall mean Tallwood in its capacity as lender under the Exit Facility17 71. “Federal Judgment Rate” means the federal judgment rate in effect as of the Petit18 Date. 19 72. “File,” “Filed,” or “Filing” means file, filed, or filing with the Bankruptcy Court or20 authorized designee in these Chapter 11 Cases. 21 73. “Final DIP Order” means the Final Order Granting Motion of Debtors Pursuant toU.S.C. §§ 105(a), 361, 362, 363, and 364 for Orders Authorizing (I) Postpetition Financing; (II) C22 Collateral Use; (III) Adequate Protection to Existing Secured Parties; (IV) Liens and SuperprioClaims; and (V) Modifying the Automatic Stay entered by the Bankruptcy Court 23 September 24, 2020 at Docket Number 537. 24 74. “Final Order” means as applicable, an order or judgment of the Bankruptcy Cour25 other court of competent jurisdiction with respect to the relevant subject matter that has not breversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari 26 expired and no appeal or petition for certiorari has been timely taken, or as to which any appeal thas been taken or any petition for certiorari that has been or may be Filed has been resolved by 27 highest court to which the order or judgment could be appealed or from which certiorari could

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1 sought or the new trial, reargument, or rehearing shall have been denied, resulted in no modificatof such order, or has otherwise been dismissed with prejudice. 2 75. “General Administrative Expense Claim(s)” means an Administrative Expense Cl3 other than a DIP Claim or Professional Claim. 4 76. “General Unsecured Claim(s)” means any Claim other than an Administrative Expe 5 Claim, a De Minimis Unsecured Claim, a Priority Claim, a Tallwood Claim, a Secured Tax Claim,Other Secured Claim, a Series E Section 510(b) Claim, a Series D Section 510(b) Claim, or 6 Intercompany Claim. 7 77. “Governing Body” means, in each case in its capacity as such, the board of directboard of managers, manager, general partner, investment committee, special committee, or s8 similar governing body of any of the Debtors, the Reorganized Debtors, or the Wind-Down Debt9 as applicable. 10 78. “Governmental Unit” has the meaning set forth in section 101(27) of the BankrupCode. 11 79. “GUC Accounts Receivable Proceeds” means, in the event of a Restructuri12 $7,200,000 of Cash collected by the Debtors or Reorganized Debtors, as applicable, on accountaccounts receivable comprised of (i) the first $4,100,000 collected on or after January 15, 2021, wh13 shall be transferred to the Liquidating Trust on the Effective Date; plus (ii) an additional $3,100,14 collected on or before December 31, 2021, which shall be transferred to the Liquidating Trust time on or before December 31, 2021. 15 80. “GUC Accounts Receivable Proceeds Distributable Trust Assets” means C16 comprising payments of GUC Accounts Receivables Proceeds other than Cash retained by Liquidating Trust Manager in the Liquidating Trust Administration Reserve. 17 81. “GUC Board Representative” means the one (1) member of the New Board appoin18 by the Liquidating Trust Manager. 19 82. “GUC CIP Settlement Proceeds” means, in the event of a Restructuring, subject to 20 Reorganized Debtors entering into the CIP Settlement, $4 million of the CIP Settlement Procewhich shall be used to prepay the GUC Loan. 21 83. “GUC Loan” means a new secured loan and security agreement among the Liquidat22 Trust Manager as the lender, Reorganized Wave as the borrower, and each of the other ReorganiDebtors as guarantors in the aggregate principal amount of $36,000,000.00. The GUC Loan will23 secured by perfected, second-priority Liens and pledges, pari passu with the Liens and pledges of 24 Secured Subordinated Note, on the Collateral and subject to the terms and conditions described her25 (i) The GUC Loan shall accrue interest at the GUC Loan Interest Rate, which shall be and payable in Cash on a quarterly basis. 26 (ii) Upon the occurrence of an event of default and during the continuation ther27 additional interest shall accrue on any outstanding amounts owed under the GUC L

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1 (iii) The GUC Loan shall provide for prepayment of the first $1,000,000.00 of the princiamount of the GUC Loan on the Effective Date, which funds may be retained by 2 Liquidating Trust Manager to pay operating expenses of the Liquidating TrThereafter, the GUC Loan shall provide for payment of the remaining princi3 amount, with interest as set forth above, via eleven (11) equal quarterly installm4 commencing on the last day of the fourth month after the Effective Date. The PSupplement shall include as an exhibit a 5-year amortization schedule, paid ove5 years in quarterly payments. At the end of such 3-year period, the GUC Loan sprovide for a balloon payment of the remaining principal amount. 6 (iv) The GUC Loan shall become due and payable in full in Cash upon the earlier of 7 three (3) years after the Effective Date, (b) the consummation of a sale of all8 substantially all of the Debtors’ assets, or (c) a change of control. 9 (v) Prepayments of principal under the GUC Loan shall be permitted at any time at without penalty or premium. Any prepayment, whether voluntary or mandatory, of 10 GUC Loan, including the GUC CIP Settlement Proceeds, if applicable, shall be applto principal installments in inverse order of maturity. 11 (vi) The GUC Loan shall be administered by the Liquidating Trust Manager for the ben12 of the holders of Allowed General Unsecured Claims, subject to the terms of 13 Intercreditor Agreement (a) stating that upon any sale or change in control, the GLoan shall be paid in full in cash and (b) regulating enforcement of remedies as betw14 Tallwood and the holder of the GUC Loan. 15 (vii) The GUC Loan shall contain representations and warranties, affirmative and negatcovenants and events of default customary for financings of this type, subject16 reasonably agreed exceptions, carve outs and qualifications. Without limitation, GUC Loan shall (a) prohibit the Reorganized Debtors from incurring finan17 indebtedness (other than the Exit Facility in an additional amount not to exc18 $5,000,000) without the prior written consent of the holder of the GUC Loan and require the Reorganized Debtors to maintain a Cash balance at or above the Minim19 Liquidity Threshold, subject to a 30-day cure period. 20 84. “GUC Loan Distributable Trust Assets” means Cash comprising payments of princiand interest made by the Reorganized Debtors under the GUC Loan, including the GUC 21 Settlement Proceeds, if applicable, other than Cash retained by the Liquidating Trust Manager as 22 Liquidating Trust Expense Advance. 23 85. “GUC Loan Distribution Record Date” means the later of (i) the date in each quaupon which payment of principal and interest is due from the Reorganized Debtors in accordance 24 the terms of the GUC Loan or (ii) the date upon which the payment of principal and interest referenin sub-section (i) is actually received by the Liquidating Trust. 25 86. “GUC Loan Interest Rate” means, with respect to the GUC Loan, an interest rate eq26 to the Applicable Benchmark Rate plus five percent (5%) per annum. 27 87. “Holder(s)” means an Entity holding a Claim or Interest, as applicable.

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1 88. “Impaired” means, with respect to a Class of Claims or Interests, a Class of ClaimInterests that is impaired within the meaning of section 1124 of the Bankruptcy Code. 2 89. “Insurance Contracts” means all insurance policies, including the D&O Liabi 3 Insurance Policies and the Workers’ Compensation Program, that have been issued (or provcoverage) at any time to any of the Debtors (or any of their predecessors) and all agreeme4 documents, or instruments relating thereto. 5 90. “Insurer” means any company or Entity that issued an Insurance Contract and inclu6 any third-party administrator of or for any Insurance Contract, along with any predecesssuccessors, and/or Affiliates thereto. 7 91. “Intercompany Claim” means a Claim held by a Debtor or an Affiliate against anot 8 Debtor or Affiliate. 9 92. “Intercompany Interest(s)” means any Interest(s) held by a Debtor or an Affiliate. 10 93. “Intercreditor Agreement” means an intercreditor agreement among the holders of 11 Senior Secured Note and the Secured Subordinated Note and the lender under the GUC Loan. 12 94. “Interest” means (i) any equity security (as defined in section 101(16) of Bankruptcy Code) in any Debtor that existed immediately prior to the Petition Date, including all un13 shares, common stock, preferred stock, partnership interests, and other instruments evidencing fixed or contingent ownership in any Debtor or any rights to purchase or demand the issuance of 14 of the foregoing (including options, warrants, stock appreciation rights, phantom stock rig15 restricted stock units, redemption rights, repurchase rights, convertible, exercisable or exchangeasecurities); or (ii) any other agreement, arrangement, or commitment of any character relating to16 whose value is related to, any of the foregoing. 17 95. “Interim DIP Order” means the Interim Order Granting Motion of Debtors Pursuto 11 U.S.C. §§ 105(a), 361, 362, 363, and 364 for Orders Authorizing (I) Postpetition Financing; 18 Cash Collateral Use; (III) Adequate Protection to Existing Secured Parties; (IV) Liens 19 Superpriority Claims; and (V) Modifying the Automatic Stay entered by the Bankruptcy CourtMay 4, 2020 at Docket Number 72. 20 96. “KEIP Order” means the Order Approving Debtors' Motion for the Entry of an Or21 (I) Authorizing the Debtors to Implement Key Employee Incentive Plan and (II) Granting RelaRelief entered by the Bankruptcy Court on September 23, 2020 at Docket Number 532 and/or any22 amendments and modifications thereto, as applicable. 23 97. “LIBOR” means the greater of (i) the three (3) month USD London Interbank Offe24 Rate for the applicable interest period at 11 a.m. New York time two (2) Business Days prior to start of such interest period and (ii) one percent (1%). 25 98. “Lien” has the meaning set forth in section 101(37) of the Bankruptcy Code. 26 99. “Liquidating Trust” means the liquidation trust established pursuant to Section IV. 27

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1 100. “Liquidating Trust Administration Reserve” means the reserve established by Liquidating Trust for the purpose of maintaining cash allocated and retained by the Liquidating Tr2 from time to time in an amount necessary to cover the costs of administration of the Liquidating Tr3 101. “Liquidating Trust Advisory Board” means the committee appointed to consult the Liquidating Trust Manager regarding the affairs of the Liquidating Trust and to perform such ot4 duties in accordance with the Liquidating Trust Agreement and Section IV.G.3. 5 102. “Liquidating Trust Agreement” the agreement governing the terms and condition6 the Liquidating Trust, which shall be in form and substance reasonably acceptable to the Debtors the Committee. 7 103. “Liquidating Trust Assets” means all of the Estates’ Assets transferred to 8 Liquidating Trust pursuant to Section IV.G.2; (ii) all Cash and non-Cash assets held in the Liquidat 9 Trust Administration Reserve; and (iii) any other assets to which the Liquidating Trust may from tito time become entitled. 10 104. “Liquidating Trust Beneficiaries” means the Holders of Class 5 Claims (Gen11 Unsecured Claims) and Class 3 Claims (Tallwood Claims) that are entitled to receive paymendistribution from the Liquidating Trust, whether or not such Claims are Allowed as of the Effect12 Date. 13 105. “Liquidating Trust Expenses” means all actual and necessary costs and expen14 incurred by the Liquidating Trust and the Liquidating Trust Manager in connection with carrying the obligations of the Liquidating Trust pursuant to the terms of this Plan and the Liquidating Tr15 Agreement. 16 106. “Liquidating Trust Manager” means Robert Kors, as the trustee of the Liquidating Thaving primary responsibility for the Liquidating Trust, or any successor appointed in each cas17 accordance with the Liquidating Trust Agreement. 18 107. “Minimum Liquidity Threshold” means a Cash balance of $2,000,000, tested o19 rolling 60-day basis. 20 108. “New Board” means the board of directors of Reorganized Wave, which shallreasonably acceptable to the Debtors, in consultation with Tallwood and the Committee. 21 109. “New Common Stock” means the common stock of Reorganized Wave to be iss22 and outstanding on the Effective Date if a Restructuring is consummated. 23 110. “New Organizational Documents” means, in the event of a Restructuring, 24 documents providing for corporate governance of the Reorganized Debtors, including chartbylaws, operating agreements, or other organizational documents, as applicable, which shall25 consistent with this Plan and section 1123(a)(6) of the Bankruptcy Code (as applicable), which NOrganizational Documents shall be included in the Plan Supplement and shall be in form and substa26 reasonably acceptable to the Debtors, in consultation with Tallwood and the Committee. 27

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1 111. “Other Distributable Trust Assets” means Distributable Trust Assets other than (i) GLoan Distributable Trust Assets and (ii) GUC Accounts Receivable Proceeds Distributable T 2 Assets. 3 112. “Other Priority Claim” means any Claim other than an Administrative Expense Clor Priority Tax Claim that is entitled to priority in right of payment under section 507(a) of 4 Bankruptcy Code. 5 113. “Other Secured Claim” means any Secured Claim, including any Secured Tax Cla6 other than a Tallwood Claim. For the avoidance of doubt, Other Secured Claims includes any Clarising under, derived from, or based upon any letter of credit issued in favor of one or more Debt7 the reimbursement obligation for which is either secured by a Lien on collateral or is subject to a vright of setoff pursuant to section 553 of the Bankruptcy Code. 8 9 114. “Patent Asset Sale” means one or more sales of all or a significant portion of Debtors’ patent portfolio. 10 115. “Person” has the meaning set forth in section 101(41) of the Bankruptcy Code. 11 116. “Petition Date” means April 27, 2020. 12 117. “Plan” has the meaning ascribed to it in the recitals. 13 118. “Plan Administrator” means the person selected by the Debtors, in consultation 14 Tallwood and the Committee, to administer the Plan Administrator Assets if the Asset S15 Distribution is elected. All costs, liabilities, and expenses reasonably incurred by the PAdministrator, and any personnel employed by the Plan Administrator in the performance of the P16 Administrator’s duties, shall be paid from the Plan Administrator Assets, subject to and in accordawith the Wind-Down Budget. 17 119. “Plan Administrator Assets” means, if the Asset Sale Distribution is elected, on 18 Effective Date, all assets of the Estates vested in the Wind-Down Debtors to be administered by Plan Administrator, and, thereafter, all assets held from time to time by the Wind-Down Debtors to19 administered by the Plan Administrator 20 120. “Plan Co-Proponents” has the meaning ascribed to it in the recitals. 21 121. “Plan Distribution(s)” means payment(s) or distribution(s) to Holders of Allo22 Claims, Allowed Interests, or other eligible Entities under this Plan. 23 122. “Plan Objection Deadline” means the date set by the Bankruptcy Court as the deadlto File an objection to Confirmation of this Plan. 24 25 123. “Plan Supplement” means those documents and forms of documents, agreemeschedules, and exhibits to this Plan, which shall be Filed by the Debtors no later than fourteen (26 days before the Plan Objection Deadline, or such later date as may be approved by the BankrupCourt, including, as applicable: (i) the Exit Facility Term Sheet; (ii) the New Organizatio27 Documents; (iii) the Rejected Executory Contracts Schedule; (iv) the Cure Notice(s); (v)

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1 of the Liquidating Trust Manager; (vii) the Senior Secured Note; (viii) the GUC Loan and relapayment schedule; (ix) the Secured Subordinated Note; (x) the Schedule of Retained Causes of Acti2 (xi) the Purchase and Sale Agreement, if any; (xii) the identity of the Plan Administrator, if any the compensation of any such Plan Administrator; (xiii) the Plan Administrator Agreement; (xiv) 3 Asset Sale Election Notice; (xv) the Wind-Down Budget and Wind-Down Milestones; and (xvi) 4 additional documents Filed with the Bankruptcy Court prior to the Effective Date as amendmentthe Plan Supplement. 5 124. “Plan Transactions” means the transactions described in Section IV.E and Section I6 125. “Postpetition Drawbridge Lease” means that certain Lease, dated April 28, 20207 and between MIPS Tech, LLC and Drawbridge 3201 Scott, LLC pursuant to which the Debtors leasing a portion of the premises located at 3201 Scott Boulevard, Santa Clara, California 95054 8 the same may be amended, restated, supplemented, or otherwise modified from time to time). 9 126. “Postpetition Drawbridge Lease Claim(s)” means, whether known or unknown, 10 claims and Causes of Action against and liabilities and obligations of any of (i) the Debtors; (ii) Reorganized Debtors, (iii) the Wind-Down Debtors, (iv) the Purchaser, and/or (v) with respect to e11 of the foregoing Entities in clauses (i) through (iv), their respective assets or properties, as applicaarising under or related to the Postpetition Drawbridge Lease. 12 127. “Post-UCC-1 Draws” means the $2,750,000 of prepetition draws under the Prepetit13 Note made after January 3, 2020, which is the date upon which the Prepetition Note Lender file14 UCC-1 financing statement with respect to Wave. 15 128. “Prepetition Drawbridge Lease” means that certain Lease, dated as of December 2013, between Drawbridge 3201 Scott, LLC, as landlord, and MIPS Tech, LLC (f/k/a M16 Technologies, Inc.), as tenant (as was amended, restated, supplemented, or otherwise modified frtime to time). 17 129. “Prepetition Note” means that certain Secured Promissory Note, dated July 5, 201918 further amended, restated, or otherwise modified from time to time) by and among Wave, as borro19 each subsidiary thereto, as a note party, and Tallwood, as lender, in the maximum aggregate princiamount of $19,400,000.00. 20 130. “Prepetition Note Lender” means Tallwood in its capacity as lender under 21 Prepetition Note. 22 131. “Prepetition Tallwood Debt” means any and all principal, accrued and unpaid inter23 costs, expenses, and other amounts or obligations due under and evidenced by the Prepetition Nwhich as of April 27, 2020, totaled $13,408,137.50, including interest. 24 132. “Priority Claim(s)” means a Priority Tax Claim, Priority Wage Claim, or Other Prio25 Claim. 26 133. “Priority Tax Cap Differential” has the meaning ascribed to it in Section II.D. 27 134. “Priority Tax Claim” means any Claim of a Governmental Unit of the kind specif

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1 135. “Privileges” has the meaning ascribed to it in Section IV.G.5. 2 136. “Pro Rata” means the proportion that an Allowed Claim or an Allowed Interest iparticular Class bears to the aggregate amount of Allowed Claims or Allowed Interests in that Cla3 137. “Professional” means an Entity: (i) employed pursuant to a Bankruptcy Court orde4 accordance with sections 327, 363, or 1103 of the Bankruptcy Code and to be compensated for servi5 rendered prior to or on Confirmation, pursuant to sections 327, 328, 329, 330, 331, and 363 of Bankruptcy Code; or (ii) awarded compensation and reimbursement by the Bankruptcy Court pursu6 to section 503(b)(4) of the Bankruptcy Code. 7 138. “Professional Claim(s)” means a Claim by a Professional seeking an award by Bankruptcy Court of compensation for services rendered or reimbursement of expenses incur8 through and including Confirmation under sections 330, 331, 503(b)(2), 503(b)(3), 503(b)(4),9 503(b)(5) of the Bankruptcy Code. 10 139. “Professional Claim Escrow Account” means an interest-bearing escrow account inamount equal to the Professional Claim Reserve Amount funded and maintained by the Reorgani11 Debtors after the Effective Date solely for purposes of paying Allowed but unpaid ProfessioClaims. 12 140. “Professional Claim Reserve Account” means the aggregate amount of Allowed 13 estimated Professional Claims and other Administrative Expense Claims on account of Professio14 (including, for the avoidance of doubt, any transaction or success fees of financial advisors aninvestment bankers) incurred upon, and after giving effect to the occurrence of, the Effective Dat15 be paid by the Debtors’ estates less the total of any retainers held by the Professionals. 16 141. “Proof of Claim” means a proof of claim Filed against any of the Debtors in thChapter 11 Cases on or before the applicable Bar Date. 17 142. “Purchase and Sale Agreement” means one or more asset purchase agreeme18 pursuant to which the Asset Sale is consummated. 19 143. “Purchaser” means the purchaser or purchasers under the Purchase and S20 Agreement, together with their successors and permitted assigns. 21 144. “Reinstate,” “Reinstated,” or “Reinstatement” means, with respect to Claims Interests, that the Claim or Interest shall be rendered Unimpaired in accordance with section 11222 the Bankruptcy Code. 23 145. “Rejected Executory Contracts Schedule” means the schedule of Executory Contr24 to be rejected by the Debtors pursuant to this Plan, as may be amended, modified, or supplemenfrom time to time, which schedule (including any amendments, modifications, or supplements ther25 shall be in form and substance reasonably acceptable to the Debtors, in consultation with Tallwand the Committee, and shall be Filed no later than fourteen (14) days before the Plan Object26 Deadline, or such later date as may be approved by the Bankruptcy Court. 27 146. “Released Parties” means collectively, and in each case, in its capacity as such: (i)

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1 former members; (iv) the Professionals; and (v) with respect to each of the foregoing Entitiesclauses (i) through (iv), such entity’s current and former Affiliates and subsidiaries, and such Entit2 and their current and former Affiliates’ and subsidiaries’ current and former directors, managofficers, principals, members, employees, agents, advisors, advisory board members, finan3 advisors, attorneys, accountants, investment bankers, consultants, professionals and ot4 representatives, equity holders (regardless of whether such interests are held directly or indirectpredecessors, and successors and assigns, each in its capacity as such; provided, however, that for5 officers and directors of the Debtors as well as current and former shareholders of the Debtors expressly excluded, except for those shareholders specifically enumerated herein; and provided furt6 that, if the Asset Sale Distribution is elected, the DIP Claims and the Tallwood Claims shall recethe treatment set forth in Section III.C. 7 8 147. “Releasing Parties” means collectively, and in each case, in its capacity as such: (i) Debtor Release Parties; (ii) the Tallwood Release Parties; (iii) the Committee; (iv) the Profession9 (v) each Holder of a Claim and/or Interest that (a) votes to accept the Plan or (b) makes the opelection on the applicable ballot or form and timely returns such ballot or form pursuant to 10 instructions set forth therein; and (vi) with respect to each of the foregoing Entities in clausesthrough (v), such Entity’s current and former Affiliates and subsidiaries, and such Entities’ and t11 current and former Affiliates’ and subsidiaries’ current and former directors, managers, offic12 principals, members, employees, agents, advisors, advisory board members, financial advisattorneys, accountants, investment bankers, consultants, professionals and other representati13 equity holders (regardless of whether such interests are held directly or indirectly), predecessors, successors and assigns, each in its capacity as such; provided, however, that former officers 14 directors of the Debtors as well as current and former shareholders of the Debtors are expreexcluded, except for those shareholders specifically enumerated herein; and provided further tha15 the Asset Sale Distribution is elected, the DIP Claims and the Tallwood Claims shall receive 16 treatment set forth in Section III.C. 17 148. “Reorganized Debtors” means, if an Asset Sale Distribution is not elected, a Debtoany successor or assign thereto, by merger, consolidation, or otherwise, on or after the Effective D18 149. “Reorganized Wave” means, in the event of a Restructuring, at the discretion of 19 Plan Co-Proponents, either (i) Wave, as reorganized pursuant to and under the Plan, or (ii) a necreated holding company, which shall own each of the other Reorganized Debtors. 20 21 150. “Restructuring” means the transactions and reorganization contemplated by, pursuant to, this Plan in accordance with Section IV.E, under which, among other things, the 22 Common Stock shall be distributed, and which shall occur on the Effective Date if the Asset Distribution does not occur. 23 151. “Restructuring Liquidating Trust Expense Advance” means, collectively, (i) 24 amount of the GUC Accounts Receivable Proceeds and (ii) an amount, not to exceed $3 millioaggregate, of payments received under the GUC Loan, in each case, which the Liquidating Trust 25 retain as an advance against Liquidating Trust Expenses. 26 152. “Sale Hearing” means the hearing at which the Bankruptcy Court considers 27 approval of the Asset Sale.

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1 153. “Sale Order” means one or more orders of the Bankruptcy Court, including Confirmation Order, in form satisfactory to the Debtors approving the consummation of the applica 2 Asset Sale. 3 154. “Sale Proceeds” means the Cash and non-Cash consideration provided by an Entitconnection with any Asset Sale, net of expenses (including transaction costs, Compensation 4 Benefits Programs reserves, hedge breakage, and other costs and expenses arising from the Asset S5 if any). 6 155. “Sale Proceeds Liquidating Trust Expense Advance” has the meaning ascribed to iSection IV.G.6. 7 156. “Schedule of Retained Causes of Action” means that certain schedule filed with 8 Plan Supplement of certain Causes of Action of the Debtors that are not released or waived pursu9 to the Plan, as such schedule may be amended, modified, or supplemented from time to time by Debtors, with the consent of the Committee. 10 157. “Schedules” means, with respect to each Debtor, the schedules of assets and liabili11 and statement of financial affairs Filed by such Debtor with the Bankruptcy Court on June 3, 2pursuant to section 521 of the Bankruptcy Code and Bankruptcy Rule 1007, as such schedules 12 statements have been or may be amended or supplemented by such Debtor at any point prior to Effective Date. 13 14 158. “Securities Act” means the Securities Act of 1933, as amended, 15 U.S.C. §§ 77a-7or any similar federal, state, or local law. 15 159. “Security” means any security, as defined in section 2(a)(1) of the Securities Act. 16 160. “Series D Section 510(b) Claim(s)” means any Claim against any of the Debtors aris17 from or related to the purchase or ownership of Wave Series D Preferred Interests that is subjecsubordination under section 510(b) of the Bankruptcy Code. 18 161. “Series E Section 510(b) Claim(s)” means any Claim against any of the Debtors aris19 from or related to the purchase or ownership of Wave Series E Preferred Interests that is subjec20 subordination under section 510(b) of the Bankruptcy Code. 21 162. “Secured” means, when referring to a Claim, (i) secured by a valid, perfected, enforceable Lien on collateral to the extent of the value of such collateral, as determined in accorda22 with section 506(a) of the Bankruptcy Code; or (ii) subject to a valid right of setoff pursuant to sect553 of the Bankruptcy Code. 23 24 163. “Secured Claim(s)” means a Claim: (i) secured by a valid, perfected, and enforceaLien on collateral to the extent of the value of such collateral, as determined in accordance with sect25 506(a) of the Bankruptcy Code; or (ii) subject to a valid right of setoff pursuant to section 553 of Bankruptcy Code. 26 164. “Secured Subordinated Note” means a new secured, subordinated promissory not27 be issued by Reorganized Wave and guaranteed by each of the other Reorganized Debtors in

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1 perfected, second-priority Liens and pledges, pari passu with the Liens and pledges of the GUC Loon the Collateral and subject to the terms and conditions described herein. 2 (i) The Secured Subordinated Note will accrue interest at the Secured Subordinated N 3 Interest Rate, which shall be due and payable in kind on a quarterly basis; provihowever that once seventy-five percent (75%) of the Allowed General Unsecu 4 Claims has been paid, interest shall be due and payable in Cash or in kind, at the opt5 of the Debtors, on a quarterly basis. 6 (ii) Until such time as seventy-five percent (75%) of the Allowed General UnsecuClaims has been indefeasibly paid in Cash, (a) the Secured Subordinated Note shall 7 receive any principal payments; and (b) no rights or remedies may be exercised unthe Secured Subordinated Note. 8 9 (iii) After such time as both (a) seventy-five percent (75%) of the Allowed GenUnsecured Claims has been indefeasibly paid in Cash and (b) the GUC Loan has b10 indefeasibly paid in full in Cash, the Secured Subordinated Note may be prepaid at without penalty or premium. 11 (iv) Upon the occurrence of an event of default and during the continuation ther12 additional interest shall accrue on any outstanding amounts owed under the SecuSubordinated Note at a default rate equal to the Secured Subordinated Note Inte13 Rate plus two percent (2%) per annum. 14 (v) The Secured Subordinated Note shall become due and payable in full in Cash upon 15 earlier of (a) seven (7) years after the Effective Date; or (b) the consummation of a of all or substantially all of the Debtors’ assets to an unaffiliated third party if16 Allowed General Unsecured Claims have been indefeasibly paid (or will be ppursuant to the proposed transaction) in full in Cash. 17 (vi) The Secured Subordinated Note shall contain representations and warrant18 affirmative and negative covenants and events of default customary for financing19 this type, subject to reasonably agreed exceptions, carve outs and qualifications. representations, warranties, covenants and events of default contained in the Secu20 Subordinated Note shall be no more restrictive, from the perspective of the Debtthan the representations, warranties, covenants and events of default contained in 21 GUC Loan. The Secured Subordinated Note shall be subject to the Intercred22 Agreement. 23 165. “Secured Subordinated Note Interest Rate” means, with respect to the SecuSubordinated Note, an interest rate equal to the Applicable Benchmark Rate plus five percent (24 per annum. 25 166. “Secured Tax Claim(s)” means any Secured Claim that, absent its Secured stawould be entitled to priority in right of payment under section 507(a)(8) of the Bankruptcy C26 (determined irrespective of time limitations), including any related Secured Claim for penalties. 27 167. “Senior Secured Note” means a new senior secured promissory note to be issued

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1 amount equal to the amount of DIP Claims outstanding as of the Effective Date (up to an aggretotal principal of $10,286,511) less $4,000,000. If the aggregate amount of the Allowed DIP Clai2 outstanding as of the Effective Date do not exceed $4,000,000, the Senior Secured Note shall notissued. The Senior Secured Note will be secured by perfected, first-priority Liens and pledges, p3 passu with the Liens and pledges of the Exit Facility, on the Collateral and subject to the terms 4 conditions described herein. 5 (i) The Senior Secured Note will accrue interest at the Senior Secured Note Interest Rwhich shall be due and payable quarterly in Cash. 6 (ii) No payments of principal or interest shall be required during the first year of the Se 7 Secured Note term. 8 (iii) The Senior Secured Notes shall not be entitled to any payment of principal until s9 time as (a) the De Minimis Unsecured Claims and (b) the GUC Loan have been paifull. After such time, it shall be subject to prepayment at par, without penalty10 premium. Interest shall nevertheless be payable as and when due. 11 (iv) Upon the occurrence of an event of default and during the continuation theradditional interest shall accrue on any outstanding amounts owed under the Se12 Secured Note at a default rate equal to the Senior Secured Note Interest Rate plus tpercent (2%) per annum. 13 14 (v) The Senior Secured Note shall become due and payable in full in Cash upon the earof (a) five (5) years after the Effective Date; or (b) the consummation of a sale of al15 substantially all of the Debtors’ assets to an unaffiliated third party. 16 (vi) The Senior Secured Note shall contain representations and warranties, affirmative negative covenants and events of default customary for financings of this type, subj17 to reasonably agreed exceptions, carve outs and qualifications. The representatiwarranties, covenants and events of default contained in the Senior Secured Note s18 be no more restrictive, from the perspective of the Debtors, than the representati19 warranties, covenants and events of default contained in the GUC Loan. The SeSecured Note shall be subject to the Intercreditor Agreement. 20 168. “Senior Secured Note Interest Rate” means, with respect to the Senior Secured N21 an interest rate equal to the Applicable Benchmark Rate plus five percent (5%) per annum. 22 169. “SOFR” means the greater of (i) the three (3) month USD Secured Overnight Financ23 Rate for the applicable interest period at 11 a.m. New York time two (2) Business Days prior to start of such interest period and (ii) one percent (1%). 24 170. “Tallwood” means Tallwood Technology Partners LLC, a California limited liabi25 company who is the Debtors’ Prepetition Note Lender, DIP Lender, and Holder of Wave Interests26 171. “Tallwood Claim(s)” means those Claims relating to the Prepetition Tallwood Dthat are not refinanced pursuant to the terms of the DIP Facility. 27

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1 172. “Tallwood Equityholders” means, collectively, and in each case, in its capacity aHolder of Wave Interest: Tallwood, Tallwood III, L.P., Tallwood III Associates, L.P., Tallwood 2 Partners, L.P., Tallwood Investment Partners, L.P., and Entropy Research Labs LLC. 3 173. “Tallwood Release Parties” means, collectively: (i) the Prepetition Note Lender, the DIP Lender; (iii) the DIP Agent; (iv) the Exit Lender; (v) the Tallwood Equityholders; (vi) 4 Banatao; (vii) Dado Banatao; and (viii) Rey Banatao. 5 174. “Third Party Release” means the consensual releases of the Released Parties by 6 Releasing Parties provided for in Section IX.D. 7 175. “Unexpired Lease” means a lease to which one or more of the Debtors is a party thasubject to assumption or rejection under section 365 of the Bankruptcy Code. 8 176. “Unimpaired” means, with respect to a Class of Claims or Interests, a Class of Cla9 or Interests that is not Impaired. 10 177. “U.S. Trustee” means the Office of the United States Trustee. 11 178. “Wave” has the meaning ascribed to it in the recitals. 12 179. “Wave Common Interest(s)” means any Wave Interest that results or arises from 13 existing common stock of Wave. 14 180. “Wave Interest(s)” means (i) the Interest(s) in Wave, including any shares of Wacommon or preferred stock issued and outstanding as of the Petition Date, whether or not transfera15 or any options, warrants, or rights, contractual or otherwise, obligating Wave to issue, trans16 purchase, redeem, or sell any shares of its common or preferred stock, any rights under any stoption plans, stockholder rights agreements, voting agreements, or registration rights agreeme17 regarding Wave’s common or preferred stock; (ii) any Claim arising from the rescission of a purchsale, or other acquisition of Wave’s common or preferred stock (or any right, claim, or interest in 18 to any common or preferred stock); (iii) any Claims for the payment of dividends on any shareWave’s common or preferred stock; and (iv) any Claims for damages or other relief arising from 19 purchase, sale, disposition, holding, or other acquisition of Wave’s common or preferred stock. 20 181. “Wave Preferred Interest(s)” means any Wave Series A-1 Preferred Interest(s), W21 Series A-2 Preferred Interest(s), Wave Series B Preferred Interest(s), Wave Series C PreferInterest(s), Wave Series D Preferred Interest(s), or Wave Series E Preferred Interest(s). 22 182. “Wave Series A-1 Preferred Interest(s)” means any Wave Interest that results or ari23 from the existing series A-1 preferred stock of Wave. 24 183. “Wave Series A-2 Preferred Interest(s)” means any Wave Interest that results or ari25 from the existing series A-2 preferred stock of Wave. 26 184. “Wave Series B Preferred Interests” means any Wave Interest that results or arises frthe existing series B preferred stock of Wave. 27

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1 185. “Wave Series C Preferred Interests” means any Wave Interest that results or arises frthe existing series C preferred stock of Wave. 2 186. “Wave Series D Preferred Interests” means any Wave Interest that results or ari3 from the existing series D preferred stock of Wave. 4 187. “Wave Series E Preferred Interests” means any Wave Interest that results or arises fr5 the existing series E preferred stock of Wave. 6 188. “Wind Down” means, if the Asset Sale Distribution is elected, the wind down dissolution of the Debtors’ Estates following the Effective Date as set forth in Section VII.B. 7 189. “Wind-Down Budget” means a budget in form and substance reasonably acceptabl8 the Debtors and the DIP Agent and as set forth in the Plan Supplement. 9 190. “Wind-Down Debtors” means, on or after the Effective Date and if an Asset 10 Distribution is elected, any Debtor or any successor or assign thereto, by merger, consolidationotherwise. 11 191. “Wind-Down Milestones” means the deadlines, set forth in the Plan Supplement12 which the Plan Administrator must complete certain aspects of the Wind Down. 13 192. “Windtree” means Windtree Drive LLC. 14 193. “Windtree Redemption” means the redemption by Wave of Windtree’s Wave SeriePreferred Interests in exchange for a payment of $40 million, which effectuated settlement agreem15 dated July 1, 2019, between, among others, Wave and Windtree. 16 194. “Workers’ Compensation Program” means the written contracts, agreeme17 agreements of indemnity, self-insured bonds, policies, programs, and plans for workers’ compensatand workers’ compensation insurance issued to or entered into at any time by any of the Debtors. 18 B. Rules of Interpretation 19 For purposes of this Plan and unless otherwise provided herein: (i) each term, whether sta20 in the singular or the plural, will include both the singular and the plural; (ii) any reference to a contr21 instrument, release, or other agreement or document being in a particular form or on particular teand conditions means that such document will be substantially in such form or substantially on s22 terms and conditions; (iii) any reference herein to an existing document, schedule, exhibit, or annshall mean that document, schedule, exhibit, or annex, as it may thereafter be amended, modified23 supplemented; (iv) any reference to an Entity as a Holder of a Claim or Interest includes that Entitsuccessors and assigns; (v) all references in this Plan to Section(s) are references to Articles of 24 Plan, as the same may be amended, waived or modified from time to time in accordance with the te25 hereof; (vi) the words “herein,” “hereof,” “hereto,” “hereunder” and other words of similar imrefer to this Plan as a whole and not to any particular Section, paragraph, or clause contained in t26 Plan; (vii) the words “include” and “including,” and variations thereof, shall not be deemed to be terof limitation and shall be deemed to be followed by the words “without limitation”; (viii) subjec27 the provisions of any contract, certificate of incorporation, by-law, instrument, release, or ot

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1 pursuant to this Plan shall be governed by, and construed and enforced in accordance with applicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (ix) any term use2 capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or 3 Bankruptcy Rules, as the case may be; (x) all references to docket numbers of documents File4 these Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/Esystem; (xi) any immaterial effectuating provisions may be interpreted by the Reorganized Debtor5 the Wind-Down Debtors, as applicable, in such a manner that is consistent with the overall purpand intent of this Plan all without further notice to or action, order, or approval of the Bankrup 6 Court or any other Entity; (xii) captions and headings to Sections are inserted for conveniencereference only and are not intended to be a part of or to affect the interpretation of this Plan; and (7 any reference to an Entity’s “subsidiaries” means its direct and indirect subsidiaries. 8 C. Computation of Time 9 In computing any period of time prescribed or allowed by this Plan, unless otherwise expres10 provided, the provisions of Bankruptcy Rule 9006(a) shall apply. In the event that any paymdistribution, act, or deadline under this Plan is required to be made or performed or occurs on a 11 that is not a Business Day, then such payment, distribution, act, or deadline shall be deemed to oc12 on the next succeeding Business Day, but if so made, performed or completed by such next succeedBusiness Day, shall be deemed to have been completed or to have occurred as of the required d13 Any action to be taken on the Effective Date may be taken on or as soon as reasonably practicaafter the Effective Date. 14 D. Reference to Monetary Figures 15 All references in this Plan to monetary figures shall refer to currency of the United State16 America, unless otherwise expressly provided herein. 17 E. Reference to the Debtors, the Reorganized Debtors, or the Wind-Down Debto18 Except as otherwise specifically provided to the contrary in this Plan, references to the Debt19 the Reorganized Debtors, or the Wind-Down Debtors shall mean the Debtors, the ReorganiDebtors, or the Wind-Down Debtors, as applicable, to the extent the context requires. 20 21 F. Controlling Document 22 Except as set forth in this Plan, to the extent that any provision of the Disclosure Statemthe Plan Supplement, or any other order referenced in this Plan (other than the Confirmation Or23 conflicts with or is in any way inconsistent with any provision of this Plan, this Plan shall govern control. In the event of an inconsistency between the Confirmation Order and this Plan, 24 Confirmation Order shall control. 25 26 27

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1 ARTICLE II ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY CLAIMS 2 In accordance with section 1123(a)(1) of the Bankruptcy Code, General Administrat 3 Expense Claims, DIP Claims, Professional Claims, and Priority Tax Claims have not been classifand thus, are excluded from the Classes of Claims and Interests set forth in Section III hereof. 4 5 A. General Administrative Expense Claims 6 Unless otherwise agreed to by the Holder of an Allowed General Administrative ExpeClaim and the Debtors, the Reorganized Debtors, or the Wind-Down Debtors, as applicable, and 7 the consent of the Committee and Tallwood (which consent shall not be unreasonably withhconditioned or delayed), each Holder of an Allowed General Administrative Expense Claim tha8 unpaid as of the Effective Date shall receive, on account and in full satisfaction of such Allo 9 General Administrative Expense Claim, Cash in an amount equal to the Allowed amount of sGeneral Administrative Expense Claim, to be paid in accordance with the following: (i) if a Gen10 Administrative Expense Claim is Allowed on or prior to the Effective Date, on the Effective Datas soon as reasonably practicable thereafter (or, if not then due, when such Allowed Gen11 Administrative Expense Claim is due or as soon as reasonably practicable thereafter); (ii) if sGeneral Administrative Expense Claim is not Allowed as of the Effective Date, no later than th12 (30) days after the date on which an order allowing such General Administrative Expense Cl13 becomes a Final Order, or as soon as reasonably practicable thereafter; (iii) at such time and upon sterms as may be agreed upon by such Holder and the Debtors, the Reorganized Debtors, or the Wi14 Down Debtors, as applicable; or (iv) at such time and upon such terms as set forth in an order of Bankruptcy Court. 15 Each Holder of a General Administrative Expense Claim that was not accrued in the ordin16 course of business must File and serve a request for payment of such General Administrative Expe17 Claim on the Debtors, the Reorganized Debtors, or the Wind-Down Debtors, as applicable, no lthan the Administrative Expense Claims Bar Date pursuant to the procedures specified in 18 Confirmation Order and the notice of the Effective Date. Holders of General Administrative ExpeClaims that are required to File and serve a request for payment of such General Administrat19 Expense Claims by the Administrative Expense Claims Bar Date that do not File and serve suc20 request by the Administrative Expense Claims Bar Date shall be forever barred, estopped, enjoined from asserting such General Administrative Expense Claims against the Debtors21 Reorganized Debtors, as applicable, or their respective property, and such General AdministratExpense Claims shall be deemed forever discharged and released as of the Effective Date. 22 requests for payment of General Administrative Expense Claims that are not properly Filed and serby the Administrative Expense Claims Bar Date shall not appear on the Claims Register and shall23 Disallowed automatically without the need for further action by the Debtors or the Reorgani24 Debtors, as applicable, or further order of the Bankruptcy Court. 25 The Debtors or the Reorganized Debtors, with the consent of the Committee and Tallwowhich consent shall not be unreasonably withheld, conditioned or delayed, may settle Gen26 Administrative Expense Claims without further Bankruptcy Court approval. The ReorganiDebtors may also choose to object to any General Administrative Expense Claim no later than si27 (60) days from the Administrative Expense Claims Bar Date, subject to extensions by the Bankrup

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1 Bankruptcy Court. Unless the Debtors, Reorganized Debtors, the Wind-Down Debtors, or other pwith standing, as applicable, object to a timely Filed and properly served General Administrat 2 Expense Claim, such General Administrative Expense Claim will be deemed Allowed in the amorequested. In the event that the Debtors, the Reorganized Debtors, or the Wind-Down Debtors,3 applicable, object to a General Administrative Expense Claim, the parties may confer to try to reac4 settlement and, failing that, the Bankruptcy Court will determine whether such General AdministratExpense Claim should be Allowed and, if so, in what amount. 5 B. DIP Claims 6 If a Restructuring occurs, on the Effective Date, except to the extent that a Holder of 7 Allowed DIP Claim agrees to a less favorable treatment, each Holder of an Allowed DIP Claim s8 receive, on account of and in full and final satisfaction of such Holder’s Allowed DIP Claim, (i) if aggregate amount of all such Holders’ Allowed DIP Claims is equal to or less than $4,000,000, its 9 Rata share of 37.66% of the New Common Stock and (ii) if the aggregate amount of all such HoldAllowed DIP Claims exceeds $4,000,000, (a) its Pro Rata share of 37.66% of the New Common St10 and (b) solely with respect to the portion of such Holders’ aggregate Allowed DIP Claims that exce$4,000,000, their Pro Rata share of the Senior Secured Note. 11 If an Asset Sale Distribution is elected, on the Effective Date, each Holder of an Allowed 12 Claim shall receive the treatment set forth in Section III.C. 13 The DIP Lender shall have the right to credit bid, dollar-for-dollar, the full amount of 14 Allowed DIP Claim, plus all interest and fees accrued thereunder, pursuant to section 363(k) of Bankruptcy Code. In no event shall Tallwood have the right to credit bid any amount of the Tallw15 Claims, whether pursuant to section 363(k) of the Bankruptcy Code or otherwise. 16 C. Professional Claims 17 1. Final Fee Applications and Payment of Professional Claims 18 All requests for payment of Professional Claims for services rendered and reimbursemen19 expenses incurred prior to the Effective Date must be Filed no later than the Administrative ExpeClaims Bar Date. The Bankruptcy Court shall determine the Allowed amounts of such Professio20 Claims after notice and a hearing in accordance with the procedures established by the BankrupCourt. The Reorganized Debtors shall pay Professional Claims in Cash in the amount the Bankrup21 Court allows, including from the Professional Claim Escrow Account, which the Reorganized Debt22 or the Wind-Down Debtors, as applicable, will establish in trust for the Professionals and fund Cash equal to the Professional Claim Reserve Amount on the Effective Date. 23 2. Professional Claim Escrow Account 24 On the Effective Date, the Reorganized Debtors or the Wind-Down Debtors, as applica25 shall fund the Professional Claim Escrow Account with Cash equal to the aggregate ProfessioClaim Reserve Amount for all Professionals. The Professional Claim Escrow Account shall26 maintained in trust for the Professionals. Such funds in the Professional Claim Escrow Account s27 not constitute property of the Debtors’ Estates or property of the Reorganized Debtors or the WiDown Debtors, except as otherwise expressly set forth in the last sentence of this paragraph.

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1 in Cash to such Professionals from funds held in the Professional Claim Escrow Account, withinterest or other earnings therefrom, as soon as reasonably practicable after such Claims are Allo2 by a Bankruptcy Court order. When all Allowed Professional Claims have been paid in full, amouremaining in the Professional Claim Escrow Account, if any, shall revert to the Reorganized Debt3 or the Wind-Down Debtors, as applicable, without any further action or order of the Bankruptcy Co4 3. Professional Claim Reserve Account 5 Professionals shall reasonably estimate their unpaid Professional Claims and other unpaid f6 and expenses incurred in rendering services to the Debtors before and as of the Effective Date, shall deliver such estimate to the Debtors no later than five (5) days before the Effective D7 provided, however, that such estimate shall not be deemed to limit the amount of the fees and expenthat are the subject of each Professional’s final request for payment in these Chapter 11 Cases. 8 Professional does not provide an estimate, the Debtors, Reorganized Debtors, or the Wind-Do 9 Debtors, as applicable, may estimate the unpaid and unbilled fees and expenses of such Professio10 4. Post-Effective Date Fees and Expenses 11 Except as otherwise specifically provided in this Plan, from and after the Effective Date, Debtors, the Reorganized Debtors, or the Wind-Down Debtors, as applicable, shall, in the ordin12 course of business and without any further notice to or action, order, or approval of the BankrupCourt, pay in Cash the reasonable and documented legal, professional, or other fees and expen13 related to implementation and Consummation of this Plan incurred by the Debtors, the Reorgani14 Debtors, and the Wind-Down Debtors, as applicable. Upon the Effective Date, any requirement tProfessionals comply with sections 327 through 331, 363, and 1103 of the Bankruptcy Code in seek15 retention or compensation for services rendered after such date shall terminate, and the Debtors employ and pay any Professional in the ordinary course of business without any further notice t16 action, order, or approval of the Bankruptcy Court. 17 D. Priority Tax Claims 18 Except as otherwise agreed by a Holder of an Allowed Priority Tax Claim and the Debtor19 Reorganized Debtors, as applicable, with the consent of Tallwood (which consent shall notunreasonably withheld, conditioned or delayed), each Holder of an Allowed Priority Tax Claim s20 receive, in full and final satisfaction of such Claim, regular installment payments in Cash over a perending not later than five (5) years after the Petition Date equal in total value, as of the Effective D21 to the Allowed amount of such Claim, plus interest as permitted under applicable law. For 22 avoidance of doubt, at no point shall the Holders of Allowed Priority Tax Claims be paid in a manor on terms less favorable than Allowed General Unsecured Claims, notwithstanding that the Hol23 of Allowed Priority Tax Claims shall not receive any security interest for such Priority Tax Claim24 If the aggregate amount of Allowed Priority Tax Claims is less than $12,949,150, then difference between such aggregate amount and $12,949,150 (the “Priority Tax Cap Differential”) s25 be used to pay, in Cash, outstanding amounts of the GUC Loan and the Excess General Unsecu26 Claim Amount as follows: (i) fifty percent (50%) shall be used to pay the Excess General UnsecuClaim Amount, and (ii) fifty percent (50%) shall be used to pay the GUC Loan; provided that, if 27 Excess General Unsecured Claim Amount has been paid in full in Cash, but the GUC Loan has

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1 General Unsecured Claim Amount or the GUC Loan, as applicable. The Priority Tax Cap Differenshall be paid in equal instalments on each date upon which payments of interest and principal are 2 to be paid under the GUC Loan. Tax Claims not entitled to priority, to the extent such Claims Allowed Claims, shall be paid pari passu with the Allowed General Unsecured Claims included un3 the GUC Loan, but without receiving security for such Claims. 4 ARTICLE III 5 CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS 6 A. Classification of Claims and Interests 7 The categories of Claims and Interests listed below classify Claims and Interests for purposes, including voting, Confirmation, and Plan Distribution pursuant to sections 1122 and 1128 of the Bankruptcy Code. This Plan deems a Claim or Interest to be classified in a particular Class o9 to the extent that the Claim or Interest qualifies within the description of that Class and shall be deeclassified in a different Class to the extent that any remainder of such Claim or Interest qualifies wit10 the description of such different Class. A Claim or Interest is in a particular Class for purposedistribution only to the extent that any such Claim or Interest is Allowed in that Class and has not b11 paid or otherwise settled prior to the Effective Date. In accordance with section 1123(a)(1) of Bankruptcy Code and as described in Article II, the Debtors have not classified General Administrat12 Expense Claims, DIP Claims, Professional Claims, and Priority Tax Claims. 13 The classification of Claims and Interests against the Debtors pursuant to this Plan is14 follows: 15 16 17 18 19 20 21 22 23 24 25 26 27

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1 Class Claims and Interests Status Voting Rights 2 Class 1 Other Secured Claims Unimpaired Not Entitled to Vote (Deemed to Accept) 3 Class 2 Other Priority Claims Unimpaired Not Entitled to Vote (Deemed to 4 Accept) Class 3 Tallwood Claims Impaired Entitled to Vote 5 Class 4 De Minimis Unsecured Claims Unimpaired Not Entitled to Vote (Deemed to 6 Accept) Class 5 General Unsecured Claims Impaired Entitled to Vote 7 Class 6 Intercompany Claims Unimpaired Not Entitled to Vote (Deemed to 8 / Impaired Accept or Reject) Class 7 Wave Series E Preferred Impaired Not Entitled to Vote (Deemed to 9 Interests Reject) 10 Class 8 Series E Section 510(b) Claims Impaired Not Entitled to Vote (Deemed to Reject) 11 Class 9 Wave Series D Preferred Impaired Not Entitled to Vote (Deemed to Interests Reject) 12 Class Series D Section 510(b) Claims Impaired Not Entitled to Vote (Deemed to 13 10 Reject) Class Wave Series C Preferred Impaired Not Entitled to Vote (Deemed to 14 11 Interests Reject) 15 Class Wave Series B Preferred Impaired Not Entitled to Vote (Deemed to 12 Interests Reject) 16 Class Wave Series A-2 Preferred Impaired Not Entitled to Vote (Deemed to 17 13 Interests Reject) Class Wave Series A-1 Preferred Impaired Not Entitled to Vote (Deemed to 18 14 Interests Reject) 19 Class Wave Common Interests Impaired Not Entitled to Vote (Deemed to 15 Reject) 20 Class Intercompany Interests Unimpaired Not Entitled to Vote (Deemed to 16 / Impaired Accept or Reject) 21 22 B. Treatment of Claims and Interests 23 Each Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive under Plan the treatment described below in full and final satisfaction, settlement, release, and discharg24 and in exchange for such Holder’s Allowed Claim or Allowed Interest, except to the extent differtreatment is agreed to by the Reorganized Debtors or the Wind-Down Debtors, as applicable,25 consultation with Tallwood and the Committee, and the Holder of such Allowed Claim or Allo26 Interest, as applicable. Unless otherwise indicated, the Holder of an Allowed Claim or AlloInterest, as applicable, shall receive such treatment on the Effective Date or as soon as reasona27 practicable thereafter.

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1 1. Class 1 – Other Secured Claims 2 (a) Classification. Class 1 consists of all Other Secured Claims. 3 (b) Treatment. Each Holder of an Allowed Other Secured Claim shall receivethe option of the Debtors and in consultation with Tallwood and the Commit4 (i) payment in full in Cash; 5 (ii) the return of the applicable collateral in satisfaction of the Allo6 amount of such Other Secured Claim; or 7 (iii) such other treatment sufficient to render such Allowed Other SecuClaim as Unimpaired. 8 (c) Voting. Class 1 is Unimpaired under this Plan. Holders of Claims in Clas9 are conclusively presumed to have accepted this Plan pursuant to sect10 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitlevote to accept or reject this Plan. 11 2. Class 2 – Other Priority Claims 12 (a) Classification. Class 2 consists of all Other Priority Claims. 13 (b) Treatment. On the Effective Date, or as soon thereafter as is reasona14 practicable, each Holder of an Allowed Other Priority Claim shall rece15 payment in full in Cash. 16 (c) Voting. Class 2 is Unimpaired under this Plan. Holders of Claims in Clasare conclusively presumed to have accepted this Plan pursuant to sect17 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitlevote to accept or reject this Plan. 18 3. Class 3 – Tallwood Claims 19 20 (a) Classification. Class 3 consists of the Tallwood Claims. 21 (b) Allowance. On the Effective Date, the Tallwood Claims shall (subjectSection III.C) be Allowed in the amount of $10,621,628. 22 (c) Treatment. On the Effective Date or as soon thereafter as is reasona23 practicable: 24 (i) if the Restructuring occurs, each Holder of an Allowed Tallwood Clshall receive its Pro Rata share of 62.34% of the New Common Sto25 its Pro Rata share of the Secured Subordinated Note, and its righrecovery under the Liquidating Trust as set forth in Section IV.G.726 or 27 (ii) if the Asset Sale Distribution is elected, each Holder of an Allo

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1 share of the Sale Proceeds after satisfaction of the Allowed GenAdministrative Expense Claims, the Allowed DIP Claims, the Allo 2 Professional Claims, the Allowed Priority Tax Claims, the AlloOther Priority Claims, the Allowed Other Secured Claims, and the 3 Minimis Unsecured Claims up to the Allowed amount of such TallwClaim.1 4 (d) Voting. Class 3 is Impaired under this Plan. Holders of Claims in Class 3 5 entitled to vote to accept or reject this Plan. 6 4. Class 4 – De Minimis Unsecured Claims 7 (a) Classification. Class 4 consists of all De Minimis Unsecured Claims. 8 (b) Treatment. On the Effective Date, or within thirty (30) days thereafter, e 9 Holder of an Allowed De Minimis Unsecured Claim shall receive paymenfull in Cash. 10 (c) Voting. Class 4 is Unimpaired under this Plan. Holders of Claims in Clas11 are conclusively presumed to have accepted this Plan pursuant to sect1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitle12 vote to accept or reject this Plan. 13 5. Class 5 – General Unsecured Claims 14 (a) Classification. Class 5 consists of all General Unsecured Claims.2 15 (b) Treatment. On the Effective Date, or as soon thereafter as is reasona16 practicable: 17 (i) if the Restructuring occurs, each Holder of an Allowed GenUnsecured Claim shall receive its right to recovery under 18 Liquidating Trust as set forth in Section IV.G.7(a); or 19 (ii) if the Asset Sale Distribution is elected, each Holder of an AlloGeneral Unsecured Claim shall (subject to Section III.C) receive its 20 Rata share of the Sale Proceeds after satisfaction of the Allowed GenAdministrative Expense Claims, the Allowed DIP Claims, the Allo21 Professional Claims, the Allowed Priority Tax Claims, the AlloOther Priority Claims, the Allowed Other Secured Claims, the Allo22 23 24 1 As set forth in Section III.C., in the event of an Asset Sale Distribution, $2,650,000 of the Tallw25 Claims shall rank pari passu with the General Unsecured Claims and $7,950,000 of the TallwClaims shall rank below the General Unsecured Claims with respect to the distribution of 26 Proceeds. 27 2 To the extent that Class 5 includes General Unsecured Claims against multiple Debtors, the

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1 Tallwood Claims, and the Allowed De Minimis Unsecured Claims,to the Allowed amount of such General Unsecured Claim. 3 2 For the avoidance of doubt, tax Claims not entitled to priority, to the extent s 3 Claims are Allowed Claims, shall be paid pari passu with the Allowed GenUnsecured Claims included under the GUC Loan, but without receiv4 security for such Claims. 5 (c) Voting. Class 5 is Impaired under this Plan. Holders of Claims in Class 5 entitled to vote to accept or reject this Plan. 6 6. Class 6 – Intercompany Claims 7 (a) Classification. Class 6 consists of all Intercompany Claims. 8 9 (b) Treatment. On the Effective Date, or as soon thereafter as is reasonapracticable: 10 (i) if the Restructuring occurs, at the option of the applicable Debtor 11 with the consent of Tallwood (which consent shall not be unreasonawithheld, conditioned or delayed), all Intercompany Claims shall12 either Reinstated or canceled, released, and extinguished and shall b13 no further force and effect without any Plan Distribution; if the Debtelect to Reinstate the Intercompany Claims, no payments may be m14 with respect to the Intercompany Claims until all Allowed GenUnsecured Claims have been repaid in full in Cash; or 15 (ii) if the Asset Sale Distribution is elected, all Intercompany Claims s16 be canceled, released, and extinguished and shall be of no further foand effect without any Plan Distribution. 17 18 (c) Voting. Pursuant to sections 1126(f) and 1126(g) of the Bankruptcy CoHolders of Intercompany Claims are not entitled to vote to accept or reject 19 Plan. 20 7. Class 7 – Wave Series E Preferred Interests 21 (a) Classification. Class 7 consists of all Wave Series E Preferred Interests. 22 (b) Treatment. On the Effective Date, or as soon thereafter as is reasona23 practicable: 24 (i) if the Restructuring occurs, all Wave Series E Preferred Interests sbe canceled, released, and extinguished, and will be of no further fo25 26 3 As set forth in Section III.C., in the event of an Asset Sale Distribution, $2,650,000 of the Tallw27 Claims shall rank pari passu with the General Unsecured Claims and $7,950,000 of the Tallw

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1 or effect, and Holders of such Interests shall not receive any PDistribution; or 2 (ii) if the Asset Sale Distribution is elected, each Holder of an Allo 3 Wave Series E Preferred Interest shall receive its Pro Rata share of Sale Proceeds after satisfaction of the Allowed General Administrat 4 Expense Claims, the Allowed DIP Claims, the Allowed Professio 5 Claims, the Allowed Priority Tax Claims, the Allowed Other PrioClaims, the Allowed Other Secured Claims, the Allowed Tallw 6 Claims, the Allowed De Minimis Unsecured Claims, and the AlloGeneral Unsecured Claims, up to the Allowed amount of such W 7 Series E Preferred Interest. 8 (c) Voting. Class 7 is Impaired under this Plan. Holders of Interests in Class 7 9 conclusively presumed to have rejected this Plan pursuant to section 1126(gthe Bankruptcy Code. Therefore, such Holders are not entitled to vote to acc10 or reject this Plan. 11 8. Class 8 – Series E Section 510(b) Claims 12 (a) Classification. Class 8 consists of all Series E Section 510(b) Claims. 13 (b) Treatment. On the Effective Date, or as soon thereafter as is reasona14 practicable, all Series E Section 510(b) Claims shall be canceled, released, extinguished, and will be of no further force or effect; and 15 (i) if the Restructuring occurs, all Series E Section 510(b) Claims shall16 canceled, released, and extinguished, and will be of no further force, Holders of such Claims shall not receive any Plan Distribution; or 17 (ii) if the Asset Sale Distribution is elected, each Holder of a Serie18 Section 510(b) Claim shall receive its Pro Rata share of the S19 Proceeds after satisfaction of the Allowed General AdministratExpense Claims, the Allowed DIP Claims, the Allowed Professio20 Claims, the Allowed Priority Tax Claims, the Allowed Other PrioClaims, the Allowed Other Secured Claims, the Allowed Tallw 21 Claims, the Allowed De Minimis Unsecured Claims, the AlloGeneral Unsecured Claims, and the Allowed Wave Series E Prefer22 Interests, up to the Allowed amount of such Series E Section 51023 Claim. 24 (c) Voting. Class 8 is Impaired under this Plan. Holders of Claims in Class 8 conclusively presumed to have rejected this Plan pursuant to section 1126(g25 the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accor reject this Plan. 26 9. Class 9 – Wave Series D Preferred Interests 27

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1 (b) Treatment. On the Effective Date, or as soon thereafter as is reasonapracticable, 2 (i) if the Restructuring occurs, all Wave Series D Preferred Interests s3 be canceled, released, and extinguished, and will be of no further foor effect, and Holders of such Interests shall not receive any P 4 Distribution; or 5 (ii) if the Asset Sale Distribution is elected, each Holder of an Allo 6 Wave Series D Preferred Interest shall receive its Pro Rata share of Sale Proceeds after satisfaction of the Allowed General Administrat 7 Expense Claims, the Allowed DIP Claims, the Allowed ProfessioClaims, the Allowed Priority Tax Claims, the Allowed Other Prio 8 Claims, the Allowed Other Secured Claims, the Allowed Tallw 9 Claims, the Allowed De Minimis Unsecured Claims, the AlloGeneral Unsecured Claims, the Allowed Wave Series E Prefer10 Interests, and the Allowed Series E Section 510(b) Claims, up to Allowed amount of such Wave Series D Preferred Interest. 11 (c) Voting. Class 9 is Impaired under this Plan. Holders of Interests in Class 9 12 conclusively presumed to have rejected this Plan pursuant to section 1126(g13 the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accor reject this Plan. 14 10. Class 10 – Series D Section 510(b) Claims 15 (a) Classification. Class 10 consists of all Series D Section 510(b) Claims. 16 (b) Treatment. On the Effective Date, or as soon thereafter as is reasona17 practicable: 18 (i) if the Restructuring occurs, all Series D Section 510(b) Claims shall19 canceled, released, and extinguished, and will be of no further forceffect, and Holders of such Claims shall not receive any P20 Distribution; or 21 (ii) if the Asset Sale Distribution is elected, each Holder of a SerieSection 510(b) Claim shall receive its Pro Rata share of the S22 Proceeds after satisfaction of the Allowed General Administrat23 Expense Claims, the Allowed DIP Claims, the Allowed ProfessioClaims, the Allowed Priority Tax Claims, the Allowed Other Prio24 Claims, the Allowed Other Secured Claims, the Allowed TallwClaims, the Allowed De Minimis Unsecured Claims, the Allo25 General Unsecured Claims, the Allowed Wave Series E PreferInterests, the Allowed Series E Section 510(b) Claims, and the Allo26 Wave Series D Preferred Interests, up to the Allowed amount of s27 Series D Section 510(b) Claim.

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1 (c) Voting. Class 10 is Impaired under this Plan. Holders of Claims in Class 10 conclusively presumed to have rejected this Plan pursuant to section 1126(g2 the Bankruptcy Code. Therefore, such Holders are not entitled to vote to accor reject this Plan. 3 11. Class 11 – Wave Series C Preferred Interests 4 5 (a) Classification. Class 11 consists of all Wave Series C Preferred Interests. 6 (b) Treatment. On the Effective Date, or as soon thereafter as is reasonapracticable: 7 (i) if the Restructuring occurs, all Wave Series C Preferred Interests s8 be canceled, released, and extinguished, and will be of no further foor effect, and Holders of such Interests shall not receive any P 9 Distribution; or 10 (ii) if the Asset Sale Distribution is elected, each Holder of an Allo11 Wave Series C Preferred Interest shall receive its Pro Rata share of Sale Proceeds after satisfaction of the Allowed General Administrat12 Expense Claims, the Allowed DIP Claims, the Allowed ProfessioClaims, the Allowed Priority Tax Claims, the Allowed Other Prio13 Claims, the Allowed Other Secured Claims, the Allowed Tallw 14 Claims, the Allowed De Minimis Unsecured Claims, the AlloGeneral Unsecured Claims, the Allowed Wave Series E Prefer15 Interests, the Allowed Series E Section 510(b) Claims, the AlloWave Series D Preferred Interests, and the Allowed Series D Sect16 510(b) Claims, up to the Allowed amount of such Wave Serie Preferred Interest. 17 (c) Voting. Class 11 is Impaired under this Plan. Holders of Interests in Class18 are conclusively presumed to have rejected this Plan pursuant to section 11219 of the Bankruptcy Code. Therefore, such Holders are not entitled to votaccept or reject this Plan. 20 12. Class 12 – Wave Series B Preferred Interests 21 (a) Classification. Class 12 consists of all Wave Series B Preferred Interests. 22 (b) Treatment. On the Effective Date, or as soon thereafter as is reasona23 practicable: 24 (i) if the Restructuring occurs, all Wave Series B Preferred Interests s25 be canceled, released, and extinguished, and will be of no further foor effect, and Holders of such Interests shall not receive any P26 Distribution; or 27 (ii) if the Asset Sale Distribution is elected, each Holder of an Allo

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1 Sale Proceeds after satisfaction of the Allowed General AdministratExpense Claims, the Allowed DIP Claims, the Allowed Professio 2 Claims, the Allowed Priority Tax Claims, the Allowed Other PrioClaims, the Allowed Other Secured Claims, the Allowed Tallw 3 Claims, the Allowed De Minimis Unsecured Claims, the Allo 4 General Unsecured Claims, the Allowed Wave Series E PreferInterests, the Allowed Series E Section 510(b) Claims, the Allo 5 Wave Series D Preferred Interests, the Allowed Series D Section 510Claims, and the Allowed Wave Series C Preferred Interests, up to 6 Allowed amount of such Wave Series B Preferred Interest. 7 (c) Voting. Class 12 is Impaired under this Plan. Holders of Interests in Class8 are conclusively presumed to have rejected this Plan pursuant to section 112of the Bankruptcy Code. Therefore, such Holders are not entitled to vot9 accept or reject this Plan. 10 13. Class 13 – Wave Series A-2 Preferred Interests 11 (a) Classification. Class 13 consists of all Wave Series A-2 Preferred Interests12 (b) Treatment. On the Effective Date, or as soon thereafter as is reasonapracticable: 13 14 (i) if the Restructuring occurs, all Wave Series A-2 Preferred Interests sbe canceled, released, and extinguished, and will be of no further fo15 or effect, and Holders of such Interests shall not receive any PDistribution; or 16 (ii) if the Asset Sale Distribution is elected, each Holder of an Allo17 Wave Series A-2 Preferred Interest shall receive its Pro Rata sharthe Sale Proceeds after satisfaction of the Allowed Gen18 Administrative Expense Claims, the Allowed DIP Claims, the Allo19 Professional Claims, the Allowed Priority Tax Claims, the AlloOther Priority Claims, the Allowed Other Secured Claims, the Allo20 Tallwood Claims, the Allowed De Minimis Unsecured Claims, Allowed General Unsecured Claims, the Allowed Wave Series21 Preferred Interests, the Allowed Series E Section 510(b) Claims, 22 Allowed Wave Series D Preferred Interests, the Allowed SeriesSection 510(b) Claims, the Allowed Wave Series C Preferred Intere23 and the Allowed Wave Series B Preferred Interests, up to the Alloamount of such Wave Series A-2 Preferred Interest. 24 (c) Voting. Class 13 is Impaired under this Plan. Holders of Interests in Class25 are conclusively presumed to have rejected this Plan pursuant to section 112of the Bankruptcy Code. Therefore, such Holders are not entitled to vot26 accept or reject this Plan. 27

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1 14. Class 14 – Wave Series A-1 Preferred Interests 2 (a) Classification. Class 14 consists of all Wave Series A-1 Preferred Interests3 (b) Treatment. On the Effective Date, or as soon thereafter as is reasonapracticable: 4 (i) if the Restructuring occurs, all Wave Series A-1 Preferred Interests s5 be canceled, released, and extinguished, and will be of no further fo6 or effect, and Holders of such Interests shall not receive any PDistribution; or 7 (ii) if the Asset Sale Distribution is elected, each Holder of an Allo 8 Wave Series A-1 Preferred Interest shall receive its Pro Rata sharthe Sale Proceeds after satisfaction of the Allowed Gen 9 Administrative Expense Claims, the Allowed DIP Claims, the Allo10 Professional Claims, the Allowed Priority Tax Claims, the AlloOther Priority Claims, the Allowed Other Secured Claims, the Allo11 Tallwood Claims, the Allowed De Minimis Unsecured Claims, Allowed General Unsecured Claims, the Allowed Wave Series12 Preferred Interests, the Allowed Series E Section 510(b) Claims, Allowed Wave Series D Preferred Interests, the Allowed Series13 Section 510(b) Claims, the Allowed Wave Series C Preferred Intere14 the Allowed Wave Series B Preferred Interests, and the Allowed WSeries A-2 Preferred Interests, up to the Allowed amount of such W15 Series A-1 Preferred Interest. 16 (c) Voting. Class 14 is Impaired under this Plan. Holders of Interests in Classare conclusively presumed to have rejected this Plan pursuant to section 11217 of the Bankruptcy Code. Therefore, such Holders are not entitled to vot18 accept or reject this Plan. 19 15. Class 15 – Wave Common Interests 20 (a) Classification. Class 15 consists of all Wave Common Interests. 21 (b) Treatment. On the Effective Date, or as soon thereafter as is reasonapracticable: 22 (i) if the Restructuring occurs, all Holders of Wave Common Interests s23 be canceled, released, and extinguished, and will be of no further fo24 or effect, and Holders of such Interests shall not receive any PDistribution; or 25 (ii) if the Asset Sale Distribution is elected, each Holder of a W26 Common Interest shall receive its Pro Rata share of the Sale Proceafter satisfaction of the Allowed General Administrative Expe27 Claims, the Allowed DIP Claims, the Allowed Professional Claims,

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1 Allowed Other Secured Claims, the Allowed Tallwood Claims, Allowed De Minimis Unsecured Claims, the Allowed Gen 2 Unsecured Claims, the Allowed Wave Series E Preferred Interests, Allowed Series E Section 510(b) Claims, the Allowed Wave Serie 3 Preferred Interests, the Allowed Series D Section 510(b) Claims, 4 Allowed Wave Series C Preferred Interests, the Allowed Wave SeB Preferred Interests, the Allowed Wave Series A-2 Preferred Intere5 and the Allowed Wave Series A-1 Preferred Interests. 6 (c) Voting. Pursuant to sections 1126(f) and 1126(g) of the Bankruptcy CoHolders of Interests in Class 15 are not entitled to vote to accept or reject 7 Plan. 8 16. Class 16 – Intercompany Interests 9 (a) Classification. Class 16 consists of all Intercompany Interests. 10 (b) Treatment. On the Effective Date, or as soon thereafter as is reasona11 practicable: 12 (i) if the Restructuring occurs, at the option of the applicable Debtorconsultation with Tallwood and the Committee, all Intercomp13 Interests shall be either Reinstated or canceled, released, 14 extinguished and shall be of no further force and effect without any PDistribution; or 15 (ii) if the Asset Sale Distribution is elected, all Intercompany Interest s16 be canceled, released, and extinguished and shall be of no further foand effect without any Plan Distribution. 17 To the extent Reinstated under this Plan, distributions on account 18 Intercompany Interests are not being received by Holders of such Intercomp19 Interests on account of their Intercompany Interests, but for the purposesadministrative convenience and maintaining the prepetition corpo20 structure,4 and in exchange for the Debtors’, the Reorganized Debtors’, or Wind-Down Debtors’, as applicable, agreement under this Plan to make cert21 distributions to the Holders of Allowed Claims. 22 (c) Voting. Pursuant to sections 1126(f) and 1126(g) of the Bankruptcy Co23 Holders of Intercompany Interests are not entitled to vote to accept or reject Plan. 24 C. Treatment of DIP Claims and Tallwood Claims if the Asset Sale Distribution i25 Elected 26 If the Asset Sale Distribution is elected: (i) the DIP Claims and the Tallwood Claims s27 4

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1 receive the following treatment: (a) allowance of the Tallwood Claims in the amount of $10,600,0and, (b) with respect to distribution of the Sale Proceeds, (x) subordination to the Allowed Gen 2 Unsecured Claims of $5,000,000 of the Allowed DIP Claims and $7,950,000 of the Allowed TallwClaims; and (y) recovery on account of the remaining $2,650,000 of Allowed Tallwood Claims p3 passu with the Allowed General Unsecured Claims; and (ii) in exchange for such treatment of the 4 Claims and the Tallwood Claims, Tallwood and the other Tallwood Release Parties shall receive releases and exculpations set forth in Article IX. 5 D. Special Provision Governing Unimpaired Claims 6 Except as otherwise provided in this Plan, nothing under this Plan shall affect the Debtors’, 7 Reorganized Debtors’, or the Wind-Down Debtors’ rights regarding any Unimpaired or Reinsta 8 Claim, including, all rights regarding legal and equitable defenses to, or setoffs or recoupmeagainst, any such Unimpaired or Reinstated Claim. 9 E. Elimination of Vacant Classes 10 Any Class of Claims or Interests that does not have a Holder of an Allowed Claim or Allo11 Interest or a Claim or Interest temporarily Allowed by the Bankruptcy Court as of the date of Confirmation Hearing shall be deemed eliminated from this Plan for purposes of voting to accep12 reject this Plan and for purposes of determining acceptance or rejection of this Plan by such Cl13 pursuant to section 1129(a)(8) of the Bankruptcy Code. 14 F. Acceptance or Rejection of this Plan 15 1. Presumed Acceptance of this Plan 16 Claims in Classes 1, 2, 4, and 6 (to the extent Unimpaired) and Interests in Class 16 (to extent Reinstated) are Unimpaired under this Plan. The Holders of such Claims and Interests 17 conclusively presumed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Co18 2. Voting Classes 19 Claims in Classes 3 and 5 are Impaired under this Plan and the Holders of such Claims 20 entitled to vote to accept or reject this Plan. If such a Class contains Claims eligible to vote andHolders of Claims eligible to vote in such Class vote to accept or reject this Plan, such Class shall21 deemed to have accepted this Plan. 22 3. Deemed Rejection of this Plan 23 Claims in Classes 6 (to the extent Impaired), 8, and 10 and Interests in Classes 7, 9, 11, 12, 24 14, 15, and 16 (to the extent canceled, released, and extinguished) are Impaired under this Plan are anticipated to receive no Plan Distribution on account of their Claims and Interests. The Hol25 of such Claims and Interests are deemed to have rejected this Plan pursuant to section 1126(g) of Bankruptcy Code. 26 27

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1 G. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the BankruptcyCode 2 Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmat3 by acceptance of this Plan by Class 5. The Debtors reserve the right to modify this Plan in accordawith Section XI.A hereof to the extent, if any, that Confirmation pursuant to section 1129(b) of 4 Bankruptcy Code requires modification, including by modifying the treatment applicable to a Clas 5 Claims or Interests to render such Class of Claims or Interests Unimpaired to the extent permittedthe Bankruptcy Code and the Bankruptcy Rules. If a controversy arises as to whether any Claim 6 Interests, or any class of Claims or Interests, are Impaired, the Bankruptcy Court shall, after noand a hearing, determine such controversy on or before Confirmation. 7 ARTICLE IV 8 MEANS FOR IMPLEMENTATION OF THIS PLAN 9 A. General Settlement of Claims and Interests 10 As discussed in the Disclosure Statement and as otherwise provided herein, pursuant to sect11 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classificatidistributions, releases, and other benefits provided under this Plan, upon the Effective Date, 12 provisions of this Plan shall constitute a good faith compromise and settlement of all Claims Interests and controversies resolved pursuant to this Plan, including (i) any challenge to the amo13 validity, perfection, enforceability, priority or extent of the Prepetition Tallwood Debt (if 14 Restructuring occurs) or DIP Claims; and (ii) any claim to avoid, subordinate, or disallow any of Prepetition Tallwood Debt (if the Restructuring occurs) or DIP Claims, whether under any provis15 of chapter 5 of the Bankruptcy Code, on any equitable theory (including equitable subordinatiequitable disallowance, or unjust enrichment) or otherwise. This Plan shall be deemed a motio16 approve the good faith compromise and settlement of all such Claims, Interests, and controverpursuant to Bankruptcy Rule 9019, and the entry of the Confirmation Order shall constitute 17 Bankruptcy Court’s approval of such compromise and settlement under section 1123 of 18 Bankruptcy Code and Bankruptcy Rule 9019, as well as a finding by the Bankruptcy Court that ssettlement and compromise is fair, equitable, reasonable and in the best interests of the Debtors 19 their Estates. Subject to Section VI.A hereof, all Plan Distributions made to Holders of AlloClaims and Allowed Interests (as applicable) in any Class are intended to be and shall be final. 20 21 If the Asset Sale Distribution is elected, Section III.C shall apply to the DIP Claims and Tallwood Claims. The Prepetition Tallwood Debt shall be treated in accordance with the treatmen22 the Tallwood Claims set forth in Section III.C 23 B. Plan Transactions 24 On or before the Effective Date, the applicable Debtors, Reorganized Debtors, or Wind-DoDebtors shall enter into and shall take any actions as may be necessary or appropriate to effectuate 25 Asset Sale Distribution or the Restructuring, as applicable. The actions to implement the P26 Transaction may include: (i) the execution and delivery of appropriate agreements or other documethat are consistent with the terms of this Plan and that satisfy the applicable requirements of law 27 any other terms to which the applicable Entities may agree; (ii) the execution and delivery

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1 liability, debt, or obligation on terms consistent with the terms of this Plan; (iii) the filingappropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidati2 conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable stateprovincial law; and (iv) all other actions that the applicable Entities determine to be necess3 including making filings or recordings that may be required by applicable law in connection with t 4 Plan. The Confirmation Order shall, and shall be deemed to, pursuant to sections 363 and 1123 of Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriat5 effect any transaction described in, contemplated by, or necessary to effectuate this Plan. 6 C. Cancellation of Existing Securities and Agreements 7 On the Effective Date, except to the extent otherwise provided in this Plan or the Confirmat 8 Order, all notes, instruments, certificates, credit agreements, indentures, and other similar documeevidencing Claims or Interests, shall be cancelled and the obligations of the Debtors thereunder o9 any way related thereto shall be deemed satisfied in full, cancelled, discharged, and of no forceeffect. Holders of or parties to such canceled instruments, securities, and other documentation 10 have no rights arising from or relating to such instruments, securities, and other documentation, or cancellation thereof, except the rights provided for pursuant to this Plan. Notwithstanding 11 occurrence of the Confirmation Date, Effective Date, or anything to the contrary herein, the Prepetit12 Note and DIP Note shall continue in effect solely to the extent necessary to: (i) permit HolderClaims under the Prepetition Note and DIP Note to receive their respective Plan Distributions,13 applicable; and (ii) permit the Reorganized Debtors to make or assist in making, as applicable, PDistributions on account of the Prepetition Note and DIP Note. Except as provided in this Plan,14 the Effective Date, the DIP Agent and its agents, successors, and assigns shall be automatically fully discharged of all of its duties and obligations associated with the DIP Note. The commitm15 and obligations (if any) of the Prepetition Note Lender or DIP Lender to extend any further or fut16 credit or financial accommodations to any of the Debtors, any of their respective subsidiaries, or of their respective successors or assigns under the Prepetition Note or DIP Note, shall fully termi17 and be of no further force or effect on the Effective Date. 18 D. Section 1146 Exemption 19 To the fullest extent permitted by section 1146(a) of the Bankruptcy Code, any transf(whether from a Debtor to a Reorganized Debtor, a Wind-Down Debtor, the Liquidating Trust, 20 Liquidating Trust Manager, or to any other Person) of property under this Plan, including the A21 Sale, if applicable, or pursuant to: (i) the issuance, distribution, transfer, or exchange of any dequity security, or other interest in the Debtors or the Reorganized Debtors; (ii) the Plan Transacti22 (iii) the creation, modification, consolidation, termination, refinancing, and/or recording of mortgage, deed of trust, or other security interest, or the securing of additional indebtedness by s23 or other means; (iv) the grant of collateral as security for the Reorganized Debtors’ obligations unand in connection with the Exit Facility; or (v) the making, delivery, or recording of any deed or ot24 instrument of transfer under, in furtherance of, or in connection with, this Plan, including any de25 bills of sale, assignments, or other instrument of transfer executed in connection with any transactarising out of, contemplated by, or in any way related to this Plan, shall not be subject to any docum26 recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate trantax, personal property transfer tax, sales or use tax, mortgage recording tax, Uniform Commer27 Code filing or recording fee, regulatory filing or recording fee, or other similar tax or governme

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1 officials or agents shall forego the collection of any such tax or governmental assessment and accfor filing and recordation any of the foregoing instruments or other documents without the paym2 of any such tax, recordation fee, or governmental assessment. All filing or recording officers (or other Person with authority over any of the foregoing), wherever located and by whomever appoint3 shall comply with the requirements of section 1146(a) of the Bankruptcy Code, shall forego 4 collection of any such tax or governmental assessment, and shall accept for filing and recordation of the foregoing instruments or other documents without the payment of any such tax or governme5 assessment. 6 E. The Restructuring 7 If the Restructuring occurs, the following provisions shall govern. 8 1. Reorganized Debtors 9 On the Effective Date, the New Board shall be established, and the Reorganized Debtors s10 adopt their New Organizational Documents. The Reorganized Debtors shall be authorized to adany other agreements, documents, and instruments and to take any other actions contemplated un11 this Plan as necessary to consummate this Plan. Cash payments to be made pursuant to this Plan be made by the Debtors or Reorganized Debtors. The Debtors and Reorganized Debtors will12 entitled to transfer funds between and among themselves as they determine to be necessaryappropriate to enable the Debtors or Reorganized Debtors, as applicable, to satisfy their obligati13 under this Plan. Except as set forth herein, any changes in intercompany account balances result14 from such transfers will be accounted for and settled in accordance with the Debtors’ historintercompany account settlement practices and will not violate the terms of this Plan. 15 From and after the Effective Date, the Reorganized Debtors, subject to any applica16 limitations set forth in the Definitive Documentation, shall have the right and authority without furtorder of the Bankruptcy Court to raise additional capital and obtain additional financing as the boa17 of directors or members of the applicable Reorganized Debtors deem appropriate. 18 2. Sources for Plan Distributions 19 The Debtors and the Reorganized Debtors, as applicable, shall fund Plan Distribution un20 this Plan with: (i) proceeds from the Exit Facility; (ii) the New Common Stock; (iii) Cash on haincluding Cash from operations and borrowed from the DIP Facility; (iv) proceeds from 21 Liquidating Trust; and (v) the newly-issued Senior Secured Note, Secured Subordinated Note, 22 GUC Loan. 23 (a) Exit Facility 24 Upon the Effective Date, Tallwood shall provide a commitment of the Exit FaciCommitment Amount under the Exit Facility pursuant to the Exit Facility Documents. In excha25 for providing such commitment under the Exit Facility, Tallwood shall receive a first priority Lienthe Collateral pursuant to the Exit Facility Documents. 26 27 Confirmation shall be deemed approval of the Exit Facility, including the transacticontemplated thereby, and all actions to be taken, undertakings to be made, and obligations to

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1 incurred and fees to be paid by the Debtors or the Reorganized Debtors in connection therewConfirmation also shall be deemed to give effect to the Liens securing the Exit Facility and such Li2 shall be deemed automatically perfected on a first priority basis, to extent provided for in the Facility Documents, without any further filing or action by any party. 3 4 (b) New Common Stock 5 The issuance of the New Common Stock shall be authorized without any further action by Holders of Claims or Interests. Reorganized Wave shall be authorized to issue shares of New Com 6 Stock under this Plan and pursuant to their New Organizational Documents. On the Effective Dthe Debtors or Reorganized Debtors, as applicable, shall issue all Securities, notes, instrume7 certificates, and other documents required to be issued pursuant to this Plan. 8 All of the shares of New Common Stock issued pursuant to this Plan shall be duly authoriz9 validly issued, fully paid, and non-assessable. Each distribution and issuance referred to herein sbe governed by the terms and conditions set forth in this Plan applicable to such distribution10 issuance and by the terms and conditions of the instruments evidencing or relating to such distributor issuance, which terms and conditions shall bind each Entity receiving such distribution or issua11 (c) Liquidating Trust 12 Upon the Effective Date, the Liquidating Trust shall be established and administered13 accordance with Section IV.G. 14 (a) GUC Accounts Receivable Proceeds 15 The GUC Accounts Receivable Proceeds shall be transferred to the Liquidating Trust Mana16 on the terms set forth herein and in the Liquidating Trust Agreement. 17 (b) Senior Secured Note 18 The Senior Secured Note will be on the terms set forth herein, as more fully set forth in Plan Supplement. 19 20 Confirmation shall be deemed to give effect to the Liens securing the Senior Secured Note such Liens shall be deemed automatically perfected on a second priority basis, to extent provided 21 in the Senior Secured Note, without any further filing or action by any party. 22 (c) Secured Subordinated Note 23 The Secured Subordinated Note will be on the terms set forth herein, as more fully set fortthe Plan Supplement. 24 25 Confirmation shall be deemed to give effect to the Liens securing the Secured SubordinaNote and such Liens shall be deemed automatically perfected on a second priority basis, to ext26 provided for in the Secured Subordinated Note, without any further filing or action by any party. 27

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1 (d) GUC Loan 2 The terms of the GUC Loan will be on the terms set forth herein, as more fully set forth in Plan Supplement. 3 Confirmation shall be deemed to give effect to the Liens securing the GUC Loan and s 4 Liens shall be deemed automatically perfected on a second priority basis, to extent provided for in 5 GUC Loan, without any further filing or action by any party. 6 (e) Patent Asset Sale 7 The Reorganized Debtors may, on and after the Effective Date and during the term of the Plenter into one or more Patent Asset Sales. Until seventy-five percent (75%) of the aggregate princi8 amount of the GUC Loan outstanding as of the Effective Date has been indefeasibly paid in Cash, net proceeds from any Patent Asset Sale shall, unless the Liquidating Trust Manager other9 consents, be distributed as follows: (i) forty percent (40%) shall be retained by the Reorgani10 Debtors for general corporate purposes and (ii) sixty percent (60%) shall be used to pay the GLoan. After seventy-five percent (75%) of the aggregate principal amount of the GUC L11 outstanding as of the Effective Date has been indefeasibly paid in Cash, all net proceeds of any PatAsset Sale may be retained by the Reorganized Debtors for general corporate purposes. 12 3. Corporate Existence 13 Except as otherwise provided in this Plan or any agreement, instrument, or other docum14 incorporated in this Plan or the Plan Supplement, each Debtor shall continue to exist after the Effect15 Date as a separate corporate entity, limited liability company, partnership, or other form, as the cmay be, with all the powers of a corporation, limited liability company, partnership, or other form16 the case may be, pursuant to the applicable law in the jurisdiction in which each applicable Debtoincorporated or formed and pursuant to the respective certificate of incorporation and bylaws (or ot17 formation documents) in effect prior to the Effective Date, except to the extent such certificateincorporation and bylaws (or other New Organizational Documents) are amended under this Pla18 otherwise. To the extent such documents are amended, such documents are deemed to be amen19 pursuant to this Plan and require no further action or approval (other than any requisite filings requiunder applicable state, provincial, or federal law). After the Effective Date, the respective certifi20 of incorporation and bylaws (or other New Organizational Documents) of one or more of Reorganized Debtors may be amended or modified without supervision or approval by the Bankrup21 Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. After the Effect22 Date, one or more of the Reorganized Debtors may be disposed of, dissolved, wound down,liquidated without supervision or approval by the Bankruptcy Court and free of any restrictions of 23 Bankruptcy Code or Bankruptcy Rules. 24 4. Vesting of Assets in the Reorganized Debtors 25 Except as otherwise provided in this Plan or any agreement, instrument, or other documincorporated in, or entered into in connection with or pursuant to, this Plan or Plan Supplement, on 26 Effective Date, all property in each Estate and any property acquired by any of the Debtors pursu27 to this Plan shall vest in each respective Reorganized Debtor, free and clear of all Liens, Claicharges, or other encumbrances. On and after the Effective Date, except as otherwise provided in

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1 and compromise or settle any Claims, Interests, or Causes of Action without supervision or approby the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules2 5. Corporate Action 3 Upon the Effective Date, all actions contemplated under this Plan shall be deemed authori4 and approved in all respects, including: (i) adoption or assumption, as applicable, of the Compensat5 and Benefit Programs; (ii) selection of the directors and officers for the New Bo(iii) implementation of this Plan; (iv) entry into the Exit Facility; (v) entry into the Senior Secu 6 Note, the GUC Loan and the Secured Subordinated Note, (vi) adoption of the New OrganizatioDocuments; (vii) the issuance and distribution of the New Common Stock; (viii) the rejecti7 assumption, or assumption and assignment, as applicable, of Executory Contracts; and (ix) all otacts or actions contemplated or reasonably necessary or appropriate to promptly consummate 8 restructuring contemplated by this Plan (whether to occur before, on, or after the Effective Date). 9 matters provided for in this Plan involving the corporate structure of the Debtors or the ReorganiDebtors, and any corporate, partnership, limited liability company, or other governance action requi10 by the Debtors or the Reorganized Debtor, as applicable, in connection with this Plan shall be deeto have occurred and shall be in effect, without any requirement of further action by the holder11 securities, members, directors, or officers of the Debtors or the Reorganized Debtors, as applicaOn or prior to the Effective Date, as applicable, the appropriate officers of the Debtors or 12 Reorganized Debtors, shall be authorized and directed to issue, execute, and deliver the agreeme13 documents, securities, and instruments contemplated under this Plan in the name of and on behalthe Reorganized Debtors, including the New Common Stock, the New Organizational Documents, 14 Exit Facility, and any and all other agreements, documents, securities, and instruments relating to foregoing. The authorizations and approvals contemplated by this Section IV.E.5 shall be effect15 notwithstanding any requirements under non-bankruptcy law, in each case in accordance applicable law. 16 17 6. New Organizational Documents 18 On or immediately prior to the Effective Date, the New Organizational Documents shallautomatically adopted by the applicable Reorganized Debtors. To the extent required under this P19 or applicable non-bankruptcy law, each of the Reorganized Debtors will file its New OrganizatioDocuments with the applicable Secretaries of State and/or other applicable authorities in its respect20 state or country of organization if and to the extent required by the laws of the respective state21 country of organization. The New Organizational Documents will prohibit the issuance of non-votequity securities, to the extent required under section 1123(a)(6) of the Bankruptcy Code. After 22 Effective Date, the Reorganized Debtors may amend and restate their respective New OrganizatioDocuments, and the Reorganized Debtors may file such amended certificates or articles 23 incorporation, bylaws, or such other applicable formation documents, and other constituent documas permitted by the laws of the respective states, provinces, or countries of incorporation and the N24 Organizational Documents, in each case in accordance with applicable law. 25 7. Indemnification Provisions in New Organizational Documents 26 As of the Effective Date, the New Organizational Documents of each Reorganized De27 shall, to the fullest extent permitted by applicable law, provide for the indemnification, defe

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1 to, current and former managers, directors, officers, employees, or agents at least to the same extas the certificate of incorporation, bylaws, or similar organizational document of each of the respect 2 Debtors on the Petition Date, against any claims or causes of action whether direct or derivatiliquidated or unliquidated, fixed, or contingent, disputed or undisputed, matured or unmatured, kno3 or unknown, foreseen or unforeseen, asserted or unasserted. 4 8. Directors and Officers of the Reorganized Debtors 5 As of the Effective Date, the term of the current members of the board of directors of W6 shall expire, and all of the directors for the initial term of the New Board shall be appointedaccordance with the terms herein and the terms to be provided in the Plan Supplement. The G 7 Board Representative shall remain on the New Board until fifty-one percent (51%) of the princiamount outstanding under the GUC Loan as of the Effective Date has been paid. For the avoida8 of doubt, the New Board shall be appointed in compliance with section 1129(a)(5) of the Bankrup 9 Code. The identity of the members of the New Board will be disclosed in the Plan Supplemenprior to Confirmation, consistent with section 1129(a)(5) of the Bankruptcy Code. If the GUC Bo10 Representative is not the same person as the Liquidating Trust Manager, the GUC BoRepresentative may share with the Liquidating Trust Manager all documents and information recei11 in his or her capacity as the GUC Board Representative. 12 9. Effectuating Documents; Further Transactions 13 On and after the Effective Date, the Reorganized Debtors, and their respective offic14 directors, members, or managers (as applicable), are authorized to and may issue, execute, deliFile, or record such contracts, securities, instruments, releases, and other agreements or docum15 and take such actions as may be necessary or appropriate to effectuate, implement, and furtevidence the terms and conditions of this Plan, without the need for any approvals, authorization16 consents except for those expressly required pursuant to this Plan. 17 10. Director and Officer Liability Insurance 18 The Reorganized Debtors shall obtain new director and officer liability insurance policie19 cover the New Board effective as of the Effective Date. 20 In addition, after the Effective Date, none of the Reorganized Debtors shall terminateotherwise reduce the coverage under any “tail” D&O Liability Insurance Policies covering 21 Debtors’ current boards of directors in effect on or after the Petition Date, with respect to cond22 occurring prior thereto, and, subject to the terms of the applicable D&O Liability Insurance Policall directors and officers of the Debtors who served in such capacity at any time prior to the Effect23 Date shall be entitled to the full benefits of any such policy for the full term of such policy, to extent set forth therein, regardless of whether such directors and officers remain in such positions a24 the Effective Date. 25 11. Employee and Retiree Benefits 26 Unless otherwise provided herein, all employee wages, compensation, and benefit progr27 in place as of the Effective Date with the Debtors shall be assumed by the Reorganized Debtors shall remain in place as of the Effective Date, and the Reorganized Debtors will continue to ho

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1 section 1129(a)(13) of the Bankruptcy Code, from and after the Effective Date, all retiree benefitssuch term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be pai2 accordance with applicable law. 3 12. Closing the Chapter 11 Cases 4 The Reorganized Debtors shall, promptly after the full administration of the Chapter 11 Ca5 file with the Bankruptcy Court all documents required by Bankruptcy Rule 3022 and any applicaorder of the Bankruptcy Court to close the Chapter 11 Cases, provided, as of the Effective Date, 6 Reorganized Debtors may submit separate orders to the Bankruptcy Court under certificationcounsel previously provided to the U.S. Trustee closing certain individual Chapter 11 Cases 7 changing the caption of the Chapter 11 Cases accordingly, provided further that matters concernClaims may be heard and adjudicated in one of the Debtors’ Chapter 11 Cases that remains o8 regardless of whether the applicable Claim is against a Debtor in a Chapter 11 Case that is clos 9 Nothing in this Plan shall authorize the closing of any case effective as of a date that precedes the any such order is entered. Any request for such relief shall be made on motion served on the 10 Trustee, and the Bankruptcy Court shall rule on such request after notice and a hearing. Upon filing of a motion to close the last Chapter 11 Case remaining open, the Reorganized Debtors shall 11 a final report with respect to all of the Chapter 11 Cases pursuant to Local Rule 3022-1(c). 12 F. Asset Sale Distribution 13 If the Asset Sale Distribution is elected, the following provisions shall govern. 14 1. Asset Sale 15 In the event of an Asset Sale, and upon entry of the Sale Order, the Debtors shall be authori16 to consummate the applicable Asset Sale to the applicable Purchaser pursuant to the terms of applicable Purchase and Sale Agreement, the Sale Order, the Plan, and the Confirmation Order. 17 Sale Proceeds and any reserves required pursuant to the Purchase and Sale Agreement (including documents contemplated to be executed or delivered by the Debtors or the Purchaser under 18 Purchase and Sale Agreement), the Debtors’ rights under the Purchase and Sale Agreement, paym19 made directly by the Purchaser on account of any Assumed Purchaser Obligations under the Purchand Sale Agreement, and payments of Cures made by the Purchaser pursuant to sections 365 or 120 of the Bankruptcy Code shall be used to fund the distributions to Holders of Allowed Claims agathe Debtors in accordance with the treatment of such Claims and subject to the terms provided her21 Unless otherwise agreed in writing by the Debtors and the Purchaser, distributions required by t22 Plan on account of Allowed Claims that are Assumed Purchaser Obligations shall be paid by Purchaser to the extent such Claim is Allowed against the Debtors. 23 2. Vesting of Assets in the Wind-Down Debtors 24 Except as otherwise provided in this Plan, the Confirmation Order, the Purchase and 25 Agreement, or any agreement, instrument, or other document incorporated herein or therein, or agreement, instrument, or other document incorporated in this Plan or the Plan Supplement, on 26 Effective Date, the assets of the Debtors remaining after effectuating the Asset Sales shall vest in 27 Wind-Down Debtors for the purpose of liquidating the Estates, free and clear of all Liens, Claicharges, or other encumbrances. On and after the Effective Date, except as otherwise provided fo

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1 Debtor may operate its business and use, acquire, or dispose of property in accordance with the WiDown Budget, and compromise or settle any Claims, Interests, or Causes of Action (other than 2 Causes of Action transferred to the Liquidating Trust). 3 3. Sources of Plan Distributions 4 The Wind-Down Debtors will fund distributions under this Plan with (i) Cash on hand on 5 Effective Date, (ii) the revenues and proceeds of all assets of the Debtors, including proceeds fromCauses of Action not transferred to the Liquidating Trust and not settled, released, discharg6 enjoined, or exculpated under this Plan or otherwise on or prior to the Effective Date and (iii) proceif any, distributed to the Wind-Down Debtors by the Liquidating Trust Manager. 7 Notwithstanding anything to the contrary in this Plan or in the Purchase and Sale Agreem8 on the Effective Date, any Cause of Action (i) not settled, released, discharged, enjoined, or exculpa9 under this Plan on or prior to the Effective Date or (ii) not transferred to the Liquidating Trust svest in the Wind-Down Debtors and shall be subject to administration by the Plan Administrator. 10 4. Wind-Down Debtors 11 On and after the Effective Date, the Wind-Down Debtors shall continue in existence 12 purposes of (i) winding down the Debtors’ business and affairs as expeditiously as reasonably possiin accordance with the Wind-Down Budget and Wind-Down Milestones, (ii) resolving Dispu13 Claims (other than, if Disputed and not previously resolved, the Tallwood Claims) (iii) mak14 distributions on account of Allowed Claims as provided hereunder, (iv) funding distributionsaccordance with the Wind-Down Budget, (v) enforcing and prosecuting claims, interests, rights, 15 privileges under the Causes of Action (other than the Causes of Action transferred to the LiquidatTrust) on the Schedule of Retained Causes of Action in an efficacious manner, (vi) filing appropr16 tax returns, (vii) complying with their continuing obligations under the Purchase and Sale Agreemif any, and the DIP Orders (as applicable), and (viii) administering this Plan in an efficacious man17 The Wind-Down Debtors shall be deemed to be substituted as the party-in-lieu of the Debtors in18 matters, including (i) motions, contested matters, and adversary proceedings pending in Bankruptcy Court, (ii) DIP Orders (as applicable), and (iii) all matters pending in any courts, tribun19 forums, or administrative proceedings outside of the Bankruptcy Court, in each case without the nor requirement for the Plan Administrator to file motions or substitutions of parties or counsel in e20 such matter. 21 5. Plan Administrator 22 On and after the Effective Date, the Plan Administrator shall act for the Wind-Down Debt23 in the same fiduciary capacity as applicable to a board of managers, directors, officers, or other ssimilar governing body, subject to the provisions hereof (and all certificates of formation, members24 agreements, and related documents are deemed amended by this Plan to permit and authorize same). On the Effective Date, the authority, power, and incumbency of the persons acting25 managers, officers, directors, sale director, or other such similar governing body of the Wind-DoDebtors shall be deemed to have resigned, solely in their capacities as such, and the Plan Administr26 shall be appointed as the sole manager, sole director, and sole officer of the Wind-Down Debtors, 27 shall succeed to the powers of the Wind-Down Debtors’ managers, directors, officers, and otGoverning Bodies. From and after the Effective Date, the Plan Administrator shall be the s

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1 representative of, and shall act for, the Wind-Down Debtors. The foregoing shall not limit authority of the Wind-Down Debtors or the Plan Administrator, as applicable, to continue 2 employment of any former manager or officer, including pursuant to any transition services agreementered into on or after the Effective Date by and between the Wind-Down Debtors and the Purcha 3 The Plan Administrator shall use commercially reasonable efforts to operate in a manner consist4 with the Wind-Down Budget. 5 6. Dissolution and Governing Bodies of the Debtors 6 As of the Effective Date, the current board shall be dissolved without any further actrequired on the part of the Debtors or the Debtors’ officers, directors, managers, sharehold7 members, or Governing Bodies, and any remaining officers, directors, managers, or managmembers of any Debtor shall be dismissed without any further action required on the part of any s 8 Debtor, the equity holders of the Debtors, the officers, directors, managers, or other such sim9 governing body, as applicable, of the Debtors, or the members of any Debtor. Subject in all respto the terms of this Plan, the Debtors shall be dissolved as soon as practicable on or after the Effect10 Date, but in no event later than the closing of the Chapter 11 Cases. 11 As of the Effective Date, the Plan Administrator shall act as the sole officer, director, manaand other such similar governing body, as applicable, of the Debtors with respect to their affa12 Subject in all respects to the terms of this Plan, the Plan Administrator shall have the power authority to take any action necessary to wind down and dissolve any of the Debtors, and shall: (i) 13 a certificate of dissolution for any of the Debtors, together with all other necessary corporate company documents, to effect the dissolution of the Debtors under the applicable laws of its stat14 formation; and (ii) complete and file all final or otherwise required federal, state, and local tax retu15 and shall pay taxes required to be paid for any of the Debtors, and pursuant to section 505(b) of Bankruptcy Code, request an expedited determination of any unpaid tax liability of any of the Debt16 or their Estates for any tax incurred during the administration of such Debtor’s Chapter 11 Casedetermined under applicable tax laws. 17 The filing by the Plan Administrator of any of the Debtors’ certificate of dissolution shall18 authorized and approved in all respects without further action under applicable law, regulation, oror rule. 19 7. Release of Liens 20 Except as otherwise expressly provided herein or in the Confirmation Order, on the Effect21 Date, all Liens on any property of any Debtors or the Wind-Down Debtors shall automatic22 terminate, all property subject to such Liens shall be automatically released, and all guarantees of Debtors or the Wind-Down Debtors shall be automatically discharged and released; provided t23 notwithstanding anything to the contrary set forth in this Plan, subject to the funding of Professional Fee Escrow Account, (i) all Liens of the DIP Agent, DIP Lenders, and (subject to Sect24 III.C) Tallwood on any property of any Debtors or the Wind-Down Debtors shall remain vabinding, and in full effect on and after the Effective Date, (ii) all property of the Debtors and Wi25 Down Debtors shall remain subject to the Liens and claims of the DIP Agent, DIP Lenders, 26 (subject to Section III.C) Tallwood and shall continue to secure all Obligations (as defined in the Note and Prepetition Note, as applicable) owing to the DIP Agent, DIP Lenders, and (subject27 Section III.C) Tallwood, (iii) all guarantees of any Debtors or the Wind-Down Debtors in favor of

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1 reaffirmed and remain in full force and effect, and (iv) the proceeds of sales of any collateral of Wind-Down Debtors securing the DIP Claims and (subject to Section III.C) Tallwood Claims s2 remain subject to the Liens and claims of the DIP Agent, DIP Lenders, and (subject to Section IIITallwood, as applicable, to the same extent as such Liens and claims were enforceable against 3 Debtors and the Debtors’ assets, in each case of clauses (i)-(iv) of this Section IV.F.7 until the 4 Agent, DIP Lenders, and (subject to Section III.C) Tallwood receive their distributions or ottreatment in accordance with Section II.B and Section III.B. 5 8. Corporate Action 6 Upon the Effective Date, all actions contemplated under this Plan, regardless of whether ta7 before, on, or after the Effective Date, shall be deemed authorized and approved in all respeincluding: (i) consummation of the Asset Sale; and (ii) all other actions contemplated under this P8 (whether to occur before, on, or after the Effective Date). All matters provided for in this Plan9 deemed necessary or desirable by the Debtors before, on, or after the Effective Date involving corporate structure of the Debtors or the Wind-Down Debtors, and any corporate action required10 the Debtors or the Wind-Down Debtors in connection with this Plan or the corporate structure of Debtors or Wind-Down Debtors, shall be deemed to have occurred and shall be in effect on 11 Effective Date, without any requirement of further action by the equity holders, directors, managor officers of the Debtors or the Wind-Down Debtors. Before, on, or after the Effective Date, 12 appropriate officers of the Debtors or the Wind-Down Debtors, as applicable, shall be authorize13 issue, execute, and deliver the agreements, documents, securities, and instruments contemplated unthis Plan (or necessary or desirable to effect the transactions contemplated under this Plan) in the na14 of and on behalf of the Wind-Down Debtors. The authorizations and approvals contemplated by Section IV.F.8 shall be effective notwithstanding any requirements under non-bankruptcy law. 15 9. Effectuating Documents; Further Transactions 16 Prior to the Effective Date, the Debtors are, and on and after the Effective Date, the Wi17 Down Debtors, the Plan Administrator, and the officers and members thereof are, authorized to 18 may issue, execute, deliver, file, or record to the extent not inconsistent with any provision of this Psuch contracts, securities, instruments, releases, and other agreements or documents and take s19 actions as may be necessary or appropriate to effectuate, implement, and further evidence the teand conditions of this Plan, without the need for any approvals, authorizations, notice, or conse20 except for those expressly required pursuant to this Plan. 21 10. Preservation of Causes of Action 22 Unless any Cause of Action against a Person or Entity is expressly waived, relinquish23 exculpated, released, compromised, or settled in this Plan or a Final Order, in accordance with sect1123(b) of the Bankruptcy Code, the Debtors shall convey to the Plan Administrator all right24 commence, prosecute, or settle, as appropriate, any and all Causes of Action not transferred to Liquidating Trust, whether arising before or after the Petition Date, which shall vest in the P25 Administrator pursuant to the terms of this Plan. The Plan Administrator may enforce all right26 commence, prosecute, or settle, as appropriate, any and all Causes of Action not transferred to Liquidating Trust, whether arising before or after the Petition Date, and the Plan Administrator’s ri27 to commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding

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1 pursue such Causes of Action and may retain and compensate professionals in the analysis or purof such Causes of Action to the extent the Plan Administrator deems appropriate, including o2 contingency fee basis. No Person or Entity may rely on the absence of a specific reference in tPlan or the Disclosure Statement to any Cause of Action against them as any indication that 3 Debtors or the Plan Administrator will not pursue any and all available Causes of Action agai4 it. The Debtors and the Plan Administrator expressly reserve all rights to prosecute any andCauses of Action not transferred to the Liquidating Trust against any Person or Entity, exc5 as otherwise expressly provided in this Plan; provided that the Wind-Down Debtors,consultation with the Plan Administrator after the Effective Date, may prosecute any such Ca6 of Action against any party only in connection with their objection to and resolution of Claim asserted by such party. Unless any Cause of Action against a Person or Entity is expre7 waived, relinquished, exculpated, released, compromised, or settled in this Plan or a Final Order, 8 Plan Administrator expressly reserves all Causes of Action not transferred to the Liquidating Trustlater adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judic9 collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise)laches, shall apply to such Causes of Action upon, after, or as a consequence of the Confirmatio10 Consummation. The Plan Administrator shall have the exclusive right, authority, and discretiodetermine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw11 litigate to judgment any such Causes of Action, or to decline to do any of the foregoing, without 12 consent or approval of any third party or any further notice to, or action, order, or approval of, Bankruptcy Court. 13 11. Closing the Chapter 11 Cases 14 The Wind-Down Debtors shall, promptly after the full administration of the Chapter 11 Ca15 file with the Bankruptcy Court all documents required by Bankruptcy Rule 3022 and any applicaorder of the Bankruptcy Court to close the Chapter 11 Cases; provided that, as of the Effective D16 the Wind-Down Debtors may submit separate orders to the Bankruptcy Court under certificatio17 counsel previously provided to the U.S. Trustee closing certain individual Chapter 11 Cases changing the caption of the Chapter 11 Cases accordingly, provided further that matters concern18 Claims may be heard and adjudicated in one of the Debtors’ chapter 11 cases that remains oregardless of whether the applicable Claim is against a Debtor in a Chapter 11 Case that is clos19 Nothing in this Plan shall authorize the closing of any case effective as of a date that precedes the 20 any such order is entered. Any request for such relief shall be made on motion served on the Trustee, and the Bankruptcy Court shall rule on such request after notice and a hearing. Upon 21 filing of a motion to close the last Chapter 11 Case remaining open, the Wind-Down Debtors shall a final report with respect to all of the Chapter 11 Cases pursuant to Local Rule 3022-1(c). 22 When all Disputed Claims have become Allowed or Disallowed and all remaining Cash 23 been distributed in accordance with this Plan, the Plan Administrator shall seek authority from Bankruptcy Court to close the Chapter 11 Case of the Debtors in accordance with the Bankrup24 Code and the Bankruptcy Rules. 25 26 27

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1 G. Liquidating Trust 2 1. Appointment of Liquidating Trust Manager5 3 Upon the Effective Date, the Liquidating Trust, which shall be a Delaware statutory trshall be established pursuant to the Liquidating Trust Agreement. The initial Liquidating T 4 Manager shall be appointed by the Committee, in consultation with the Debtors and Tallwood. 5 appointment of the Liquidating Trust Manager shall be approved in the Confirmation Order, and Liquidating Trust Manager’s duties shall commence as of the Effective Date. The Liquidating Tr 6 Manager shall administer the Liquidating Trust and shall serve as a representative of the Estates unsection 1123(b) of the Bankruptcy Code for the purpose of (i) enforcing Causes of Action belong7 to the Estates and (ii) if the Restructuring occurs, serving as lender and administering the GUC Land administering and distributing the GUC Accounts Receivable Proceeds. 8 9 In accordance with the Liquidating Trust Agreement, the Liquidating Trust Manager sserve in such capacity through the earlier of (i) the date that the Liquidating Trust is dissolve10 accordance with Section IV.G.10; and (ii) the date such Liquidating Trust Manager dies (if Liquidating Trust Manager is a natural person), dissolves (if the Liquidating Trust Manager is n11 natural person), resigns, is terminated or removed for cause, or is otherwise unable to serve; providhowever, that, if the Liquidating Trust Manager dies (if a natural person), dissolves (if the Liquidat12 Trust Manager is not a natural person) is terminated or removed for cause, or is otherwise unabl13 serve, the Liquidating Trust Advisory Board shall appoint a successor to serve as the Liquidating TrManager in accordance with the Liquidating Trust Agreement. If the Liquidating Trust Advis14 Board does not appoint a successor within the time periods specified in the Liquidating TAgreement, then the Court, upon the motion of counsel to the Liquidating Trust, the Liquidating T15 Advisory Board or the outgoing Liquidating Trust Manager, shall approve a successor to serve as Liquidating Trust Manager. Any such successor Liquidating Trust Manager shall serve in s16 capacity until the Liquidating Trust is dissolved. 17 18 2. Establishment of the Liquidating Trust 19 Upon the Effective Date, if the Restructuring occurs, (i) the GUC Loan; (ii) subject to releases and exculpations set forth herein (including the Debtor Release and the Third Party Relea20 each of the Causes of Action (other than the right to object to or otherwise contest Claims or Inter21 as described below) and Avoidance Actions that are not released or waived pursuant to this Plan; if transferred to the Liquidating Trust, any D&O Liability Insurance Policies or proceeds thereof; 22 any GUC Accounts Receivable Proceeds collected by the Debtors prior to the Effective Date; and any GUC CIP Settlement Proceeds received by the Debtors prior the Effective Date shall automatic23 24 5 Because the Liquidating Trust is a Delaware Statutory Trust, a Delaware Trustee (the “DelawTrustee”) shall be appointed in appointed in accordance with the Liquidating Trust Agreemen25 comply with the requirements of section 3807 of the Delaware Statutory Trust Act. The DelawTrustee will not serve in its individual capacity, but solely as trustee, or its successor in such capa26 in accordance with the Liquidating Trust Agreement and this Plan. The power, authority, duties responsibilities of the Delaware Trustee shall be limited solely to (i) accepting legal process served27 the Liquidating Trust in the State of Delaware and (ii) the execution, delivery and filing of

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1 vest in the Liquidating Trust for the benefit of the Liquidating Trust Beneficiaries. On the EffectDate, standing to commence, prosecute and compromise all Causes of Actions (other than the righ2 object to or otherwise contest Claims or Interests as described below) and Avoidance Actions vestin the Estates shall transfer to the Liquidating Trust Manager and/or the Liquidating Trust free 3 clear of all Liens, Claims, and Interests except as otherwise specifically provided in this Plan or 4 Confirmation Order. If the Restructuring occurs, the primary right to object to or otherwise conClaims or Interests shall be retained by the Reorganized Debtors, except as otherwise agreed betw5 the Reorganized Debtors and the Liquidating Trust Manager in writing in accordance Section XIII.G. If the Reorganized Debtors do not object to or otherwise contest a Claim, 6 Liquidating Trust shall have standing and the right to file and prosecute such a Claim objection, in all circumstances, the Liquidating Trust shall have the right to join in any claim objection filed7 or pursued by the Reorganized Debtors. Not less than thirty (30) days prior to the Claims Object 8 Deadline, the Reorganized Debtors shall provide the Liquidating Trust Manager with a list ofGeneral Unsecured Claims that specifies, for each such Claim, whether the Reorganized Debtors h9 objected to or otherwise contested such Claim. If the Liquidating Trust Manager objects tootherwise contests a General Unsecured Claim that the Reorganized Debtors have not objected t10 otherwise contested, the Reorganized Debtors shall promptly provide to the Liquidating TrManager access to such books, records and personnel as the Liquidating Trust Manager de11 necessary or desirable to object to or otherwise contest such General Unsecured Claim. 12 Upon the Effective Date, if the Asset Sale Distribution is elected, (i) each of the Causes13 Action (including, if not previously compromised, the right to object to or contest the TallwClaims, but excluding the right to object to or otherwise contest Claims or Interests as described bel14 and Avoidance Actions that are not released or waived pursuant to this Plan and (ii) any D&O LiabiInsurance Policies or proceeds thereof shall automatically vest in the Liquidating Trust for the ben15 of the Liquidating Trust Beneficiaries. On the Effective Date, standing to commence, prosecute 16 compromise all Causes of Actions (including, if not previously compromised, the right to object tcontest the Tallwood Claims, but excluding the right to object to or otherwise contest Claims17 Interests as described below) and Avoidance Actions vesting in the Estates shall transfer to Liquidating Trust Manager and/or the Liquidating Trust free and clear of all Liens, Claims, 18 Interests except as otherwise specifically provided in this Plan or the Confirmation Order. If the A19 Sale Distribution is elected, all rights to object to or otherwise contest Claims or Interests (other thif not previously compromised, the right to object to or contest the Tallwood Claims) shall20 transferred to, and shall vest in, the Wind-Down Debtors, except as otherwise agreed between Wind-Down Debtors and the Liquidating Trust Manager in writing in accordance with Section XIII21 If the Wind-Down Debtors do not object to or otherwise contest a Claim, or the Liquidating TrManager is dissatisfied with the manner in which the Wind-Down Debtors are objecting to22 otherwise contesting a Claim, the Liquidating Trust shall have standing and the right to file 23 prosecute such a Claim objection, and in all circumstances, the Liquidating Trust shall have the rito join in any claim objection filed by or pursued by the Wind-Down Debtors. Not less than th24 (30) days prior to the Claims Objection Deadline, the Reorganized Debtors shall provide Liquidating Trust Manager with a list of all Claims that specifies, for each such Claim, whether 25 Wind-Down Debtors have objected to or otherwise contested such Claim. If the Liquidating TManager objects to or otherwise contests a General Unsecured Claim that the Reorganized Debt26 have not objected to or otherwise contested, the Reorganized Debtors shall promptly provide to 27 Liquidating Trust Manager access to such books, records and personnel as the Liquidating TManager deems necessary or desirable to object to or otherwise contest such General Unsecu

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1 3. Liquidating Trust Advisory Board 2 The Liquidating Trust Advisory Board shall consist of three (3) members. 3 If the Restructuring occurs, until all Allowed General Unsecured Claims have bindefeasibly paid in full in Cash, all members of the Liquidating Trust Advisory Board shall be Hol4 of Allowed General Unsecured Claims, with the initial members selected by the Committee. After 5 Allowed General Unsecured Claims have been indefeasibly paid in full in Cash, if the LiquidatTrust retains any assets, the Liquidating Trust Advisory Board shall consist of: (i) two 6 representatives appointed by Tallwood; and (ii) a representative appointed by a majority of the Holdof Interests in Reorganized Wave. 7 If the Asset Sale Distribution is elected, until all Allowed General Unsecured Claims have b8 indefeasibly paid in full in Cash, all members of the Liquidating Trust Advisory Board shall be Hol9 of Allowed General Unsecured Claims, with the initial members selected by the Committee. AfterAllowed General Unsecured Claims have been indefeasibly paid in full in Cash, the members of 10 Liquidating Trust Advisory Board shall be selected by the Plan Administrator. 11 4. Preservation of Causes of Action 12 In accordance with section 1123(b) of the Bankruptcy Code, but subject to Article IX herthe Liquidating Trust shall retain and may enforce all rights to commence and pursue, as appropri13 any and all Causes of Action of the Debtors, other than those (i) released pursuant to this Plan; (ii14 the Restructuring occurs, retained by the Reorganized Debtors; and (iii) if the Asset Sale Distributis elected, transferred to the Wind-Down Debtors, whether arising before or after the Petition D15 and the Liquidating Trust’s right to commence, prosecute, or settle such Causes of Action shallpreserved notwithstanding the occurrence of the Effective Date, other than the Causes of Act16 released by the Debtors pursuant to the releases and exculpations contained in this Plan. 17 The Liquidating Trust may pursue such retained Causes of Action, as appropriate,18 accordance with the best interests of the Liquidating Trust Beneficiaries. No Person or Entity (otthan the Released Parties) may rely on the absence of a specific reference in this Plan, the P19 Supplement, or the Disclosure Statement to any Cause of Action against it as any indication tthe Liquidating Trust will not pursue any and all available Causes of Action of the Debt20 against it. The Liquidating Trust expressly reserves all rights to prosecute any and all Cauof Action against any Person or Entity, except as otherwise expressly provided in this Pl21 Unless otherwise agreed upon in writing by the parties to the applicable Cause of Action,22 objections to the Schedule of Retained Causes of Action must be Filed with the BankrupCourt on or before thirty (30) days after the Effective Date. Any such objection that is not tim23 Filed shall be disallowed and forever barred, estopped, and enjoined from assertion against Liquidating Trust, without the need for any objection or responsive pleading by the Liquidat24 Trust or any other party in interest or any further notice to or action, order, or approval of Bankruptcy Court. The Liquidating Trust may settle any such objection without any further not25 to or action, order, or approval of the Bankruptcy Court. If there is any dispute regarding the inclus26 of any Cause of Action on the Schedule of Retained Causes of Action that remains unresolved by Liquidating Trust and the objection party for thirty (30) days, such objection shall be resolved by 27 Bankruptcy Court. Unless any Causes of Action of the Debtors against a Person or Entity are expres

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1 IX hereof) or a Final Order, the Reorganized Debtors expressly reserve all Causes of Action, for ladjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collat2 estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, sapply to such Causes of Action upon, after, or as a consequence of Confirmation. 3 The Liquidating Trust reserves and retains such Causes of Action of the Est4 notwithstanding the rejection or repudiation of any Executory Contract during these Chapter 11 Ca5 or pursuant to this Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any Cauof Action that a Debtor may hold against any Entity shall automatically vest in the Liquidating T6 upon Confirmation, except as otherwise expressly provided in this Plan. The Liquidating Trthrough its authorized agents or representatives, shall retain and may exclusively enforce any and7 such Causes of Action. The Liquidating Trust Manager shall have the exclusive right, authority, 8 discretion to determine and to initiate, File, prosecute, enforce, abandon, settle, compromise, relewithdraw, litigate to judgment, sell, transfer or assign any such Causes of Action (including Avoida 9 Actions) and to decline to do any of the foregoing without the consent or approval of any third p(other than the Liquidating Trust Advisory Board, where such approval is required by the Liquidat10 Trust Agreement) or further notice to or action, order, or approval of the Bankruptcy Court, althothe Liquidating Trust Manager may seek Bankruptcy Court approval of any settlement or compro11 of such Causes of Action. Any Person or Entity to whom the Liquidating Trust Manager se12 transfers or assigns any Cause of Action (including any Avoidance Action) for value shall be deeto be a representative of the Estates pursuant to section 1123(b) of the Bankruptcy Code. 13 5. Preservation of Privileges of the Estates and Debtors 14 On the Effective Date, the Debtors shall be deemed to have transferred and assigned to 15 Liquidating Trust all of their respective rights, titles, and interests in any privilege or immunity of Debtors’ Estates with respect to the Causes of Action (other than any Causes of Action (i) retained16 the Reorganized Debtors, if the Restructuring occurs; or (ii) transferred to the Wind-Down Debtor17 the Asset Sale Distribution is elected) or Avoidance Actions, including the attorney-client priviland the work product privilege (collectively, the “Privileges”), which Privileges shall automatic18 vest in the Liquidating Trust. The Liquidating Trust Manager shall be vested with the sole power authority to waive or assert such Privileges for the sole benefit of the Liquidating Trust. In additi19 on the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall provide the LiquidatTrust with reasonable access to the books and records of the Debtors or Reorganized Debt20 concerning the Causes of Action or Avoidance Actions. The Reorganized Debtors shall also prov21 reasonable access to the Debtors’ and Reorganized Debtors’ financial information, systems employees as the Liquidating Trust Manager deems necessary or desirable to any with respect to 22 activities of the Liquidating Trust. The Released Parties shall use commercially reasonable effortcooperate with the Liquidating Trust Manager with respect to any litigation brought by or against 23 Liquidating Trust; provided that the Liquidating Trust will reimburse the Released Parties reasonable and documented out-of-pocket expenses (which shall not include fees or expenses24 counsel) incurred in connection with such cooperation. Without limitation, the Debtors’ Professio25 shall deliver any books and records of the Debtors or other materials (including any documentsmaterials of the Debtors that may be subject to any Privileges, including files of the Debt26 Professionals, including work product, analysis and discovery) that may be relevant to the CauseAction or Avoidance Actions and that are in the respective possession, custody or control of any s27 Debtors’ Professionals.

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1 6. Funding of the Liquidating Trust 2 If the Restructuring occurs, the Liquidating Trust Manager shall, with the majority consenthe Liquidating Trust Advisory Board, be entitled to use the Restructuring Liquidating Trust Expe 3 Advance as an advance against Liquidating Trust Expenses. The Liquidating Trust AdministratReserve shall be funded on the Effective Date in the amount of $1 million, which amount may4 funded, in whole or in part, from the $1 million prepayment of the GUC Loan or, in whole or in p5 from the GUC Account Receivables (which $1 million shall constitute part of the Liquidating TExpense Advance). The proceeds of the Liquidating Trust Assets realized by the Liquidating T6 shall be used to repay the Restructuring Liquidating Trust Expense Advance to Holders of AlloGeneral Unsecured Claims on a Pro Rata basis until the Restructuring Liquidating Trust Expe 7 Advance has been repaid in full. Until the Restructuring Liquidating Trust Expense Advance has b8 repaid in full, no proceeds of the Liquidating Trust Assets realized by the Liquidating Trust shallused to repay, or deemed to repay, any portion of the GUC Loan (other than the Liquidating Tr 9 Expense Advance) or the Excess General Unsecured Claim Amount. 10 If the Asset Sale Distribution is elected, after satisfaction of the Allowed GenAdministrative Expense Claims, the Allowed DIP Claims, the Allowed Professional Claims, 11 Allowed Priority Tax Claims, the Allowed Other Priority Claims, the Allowed Other Secured Clai12 and the Allowed De Minimis Unsecured Claims from the Sale Proceeds, up to $3 million of the Proceeds that would otherwise be paid to Holders of Allowed General Unsecured Claims may13 transferred to the Liquidating Trust as an advance against Liquidating Trust Expenses (the “Proceeds Liquidating Trust Expense Advance”). The Liquidating Trust Advisory Board s14 determine the amount, not to exceed $3 million, of the Sale Proceeds Liquidating Trust ExpeAdvance. The Sale Proceeds Liquidating Trust Expense Advance shall be deemed to be a paym15 on account of the Claims of the Holders of Allowed General Unsecured Claims on a Pro Rata ba16 which such Holders of Allowed General Unsecured Claims are then advancing to the LiquidatTrust. The proceeds of the Liquidating Trust Assets realized by the Liquidating Trust shall be use17 repay the Sale Proceeds Liquidating Trust Expense Advance to Holders of Allowed GenUnsecured Claims on a Pro Rata basis until the Sale Proceeds Liquidating Trust Expense Advance 18 been repaid in full. 19 7. Order of Distribution of Liquidating Trust Assets 20 (a) Restructuring 21 If the Restructuring occurs, until the GUC Loan and the Excess General Unsecured Amo22 have been paid in full in Cash, with interest thereon at the applicable rate, the Liquidating Trust Asshall be distributed as follows: 23 (i) GUC Loan Distributable Trust Assets 24 Within thirty (30) days following each GUC Loan Distribution Record Date, the Liquidat25 Trust Manager shall distribute an amount in Cash equal to the amount of the GUC Loan Distributa26 Trust Assets to (i) each Holder of an Allowed General Unsecured Claim; and (ii) the Disputed GenUnsecured Claims Reserve with respect to any Disputed General Unsecured Claim, in each case o27 Pro Rata basis.

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1 (ii) GUC Accounts Receivable Proceeds Distributable Trust Asset 2 If GUC Accounts Receivable Proceeds Distributable Trust Assets become available distribution to Holders of Allowed General Unsecured Claim, and the Liquidating Trust Manager3 his (or her) discretion, elects to distribute GUC Accounts Receivable Proceeds Distributable TAssets, each such distribution shall be paid to (i) each Holder of an Allowed General Unsecured Cla4 and (ii) the Disputed General Unsecured Claims Reserve with respect to any Disputed Gen 5 Unsecured Claim, in each case on a Pro Rata basis. Each distribution made pursuant to section 4. of the Liquidating Trust Agreement shall be deemed to have been received (i) first, in dollar-for-do6 satisfaction of the Excess General Unsecured Claim Amount until the Excess General UnsecuClaim Amount has been repaid in full; and (ii) second, after the Excess General Unsecured Cl 7 Amount has been repaid in full, in dollar-for-dollar satisfaction of obligations due under the G 8 Loan. 9 (iii) Other Distributable Trust Assets 10 If Other Distributable Trust Assets become available for distribution to Holders of AlloGeneral Unsecured Claims and Holders of Allowed Tallwood Claims, and the Liquidating Tr11 Manager, in his (or her) discretion, elects to distribute Other Distributable Trust Assets, each sdistribution shall be made in the following order: (i) first, to repay the Liquidating Trust Expe12 Advance; (ii) second, until all Allowed General Unsecured Claims have been paid in full, to (a) e13 Holder of an Allowed General Unsecured Claim and (b) the Disputed General Unsecured ClaReserve with respect to any Disputed General Unsecured Claim, in each case on a Pro Rata bas14 and (iii) third, after all Allowed General Unsecured Claims have been repaid in full in Cash, remaining Liquidated Trust Assets shall be distributed to the Holders of Allowed Tallwood Claims15 a Pro Rata basis. 16 (b) Asset Sale Distribution 17 If the Asset Sale Distribution is elected, the Liquidating Trust Assets shall be distributed in 18 following order: (i) first, to pay the Liquidating Trust Expenses; (ii) second, to pay Allowed GenUnsecured Claims, until all Allowed General Unsecured Claims have been repaid in full in Cash, 19 interest at the Federal Judgment Rate; and (iii) third, to the Plan Administrator, to make PDistributions in accordance with Article III. 20 21 8. Treatment of Liquidating Trust for Federal Income Tax Purposes; Successor-in-Interest 22 The Liquidating Trust shall be established for the sole purpose of distributing the assets of 23 Liquidating Trust, and proceeds therefrom, in accordance with Treasury Regulation section 301.7724 6 Each distribution made pursuant to this sub-clause shall be deemed (a) fifty percent (50%) to h25 been received in dollar-for-dollar satisfaction of the Excess General Unsecured Claim Amount, (b) fifty percent (50%) to have been received in dollar-for-dollar satisfaction of the GUC Lo26 provided that, if the Excess General Unsecured Claim Amount has been paid in full in Cash, but GUC Loan has not been repaid in full in Cash (or vice versa), one hundred percent (100%) of 27 distribution shall be deemed to have been received in dollar-for-dollar satisfaction of the Exc

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1 4(d) and Revenue Procedure 94-45 199402 C.B. 684, with no objective to continue or engage in conduct of a trade or business, and are intended to qualify as a liquidating trust for U.S. federal inco2 tax purposes. The Liquidating Trust is intended to be a “grantor trust” pursuant to sections 671 to of the Internal Revenue Code. Liquidating Trust shall not be deemed a successor-in-interest of 3 Debtors for any purpose other than as specifically set forth in the Plan or in the Liquidating T 4 Agreement. The record holders of beneficial interests shall be recorded and set forth in a regimaintained by the Liquidating Trust Manager expressly for such purpose. 5 9. No Transfer of Interests in the Liquidating Trust 6 No Beneficiary may sell, transfer, encumber, pledge or assign all or any part of its interes7 the Liquidating Trust except (i) to the spouse of such holder; (ii) by devise or bequest; or (iii)operation of law. Any purported sale, transfer, encumbrance, pledge or assignment by a Benefici8 of its interest in the Liquidating Trust in violation of the Liquidating Trust Agreement shall be 9 and void. Notwithstanding the foregoing, the right to receive payment on account of any interesthe Liquidating Trust may be sold, transferred, encumbered, pledged, or assigned to Tallwood, 10 Reorganized Debtors, or any of their respective Affiliates. 11 10. Termination of the Liquidating Trust 12 The Liquidating Trust shall commence the process to dissolve upon the date that is the earlto occur of: (i) the distribution of all Liquidating Trust Assets pursuant to the Plan, the Confirmat13 Order, and those material documents executed or to be executed in order to consummate 14 transactions under the Plan, including the Liquidating Trust Agreement and the other documents lisin the Plan Supplement; (ii) the determination of the Liquidating Trust Manager that 15 administration of the Liquidating Trust Assets is not likely to yield sufficient additional proceedjustify further pursuit; or (iii) all the distributions required to be made under the Liquidating Tr16 Agreement have been completed; provided, however, that in no event shall the Liquidating Tdissolve later than five (5) years from the Effective Date, unless (x) the Bankruptcy Court or ot17 court with jurisdiction over the Liquidating Trust, within ninety (90) days prior to the fifth (18 anniversary of the Effective Date (or within ninety (90) days prior to the end of an extension peridetermines that a fixed-period extension, together with any prior extensions, is necessary to facilit19 or complete the recovery on and liquidation of the Liquidating Trust Assets, provided that no individual fixed-period extension shall exceed three (3) years or (y) the Liquidating Trust obtai20 favorable private letter ruling from the Internal Revenue Service that any further extension would 21 adversely affect the status of the Liquidating Trust as a grantor trust that is a liquidating trust for UniStates federal income tax purposes. Upon dissolution, the Liquidating Trust Manager shall wind22 and liquidate the Liquidating Trust in accordance with section 3808 of the Delaware Statutory TrAct and upon receipt of written notice of the completion of such dissolution and winding up from 23 Liquidating Trust Manager, the Delaware Trustee and the Liquidating Trust Manager shall execand file a Certificate of Cancellation of the Liquidating Trust with the Delaware Secretary of Stat24 accordance with the Trust Act and thereupon this Agreement shall terminate. 25 26 27

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1 ARTICLE V TREATMENT OF EXECUTORY CONTRACTS 2 A. Assumption of Executory Contracts7 3 If the Asset Sale Distribution is elected, on the Effective Date, except as otherwise provi4 herein or in the Confirmation Order, each Executory Contract that is not assumed or assigned pursu5 to the Purchase and Sale Agreement or Sale Order shall be deemed automatically rejected. 6 If the Restructuring occurs, on the Effective Date, except as otherwise providedSection V.H.1 and elsewhere herein, all Executory Contracts not otherwise assumed or rejected 7 be deemed assumed by the applicable Reorganized Debtor in accordance with the provisions requirements of sections 365 and 1123 of the Bankruptcy Code, other than those that: (i) are identif8 on the Rejected Executory Contracts Schedule; (ii) previously expired or terminated pursuant to t9 own terms; (iii) have been previously assumed or rejected by the Debtors pursuant to a Final Or(iv) are the subject of a motion to reject that is pending on the Effective Date; or (v) have an orde10 or requested effective date of rejection that is after the Effective Date. 11 Such automatic assumption or rejection, as applicable, shall be effective without the need any further notice to or action, order, or approval of the Bankruptcy Court, in accordance with 12 provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than Executory Contracts that: (i) have been previously assumed, assumed and assigned, or rejec13 pursuant to a Bankruptcy Court order; (ii) are the subject of a motion to assume, assume and assi14 or reject such Executory Contract (or of a Filed objection with respect to the proposed assumptiassumption and assignment, or rejection of such Executory Contract) that is pending on the Effect15 Date; or (iii) are a contract, release, or other agreement or document entered into in connection the Plan. The assumption or rejection of Executory Contracts hereunder may include the assignm16 of certain of such contracts to Affiliates. Entry of the Confirmation Order shall constitute an ordethe Bankruptcy Court approving the assumptions, assumptions and assignments, or rejections of 17 Executory Contracts as set forth in this Plan or the Rejected Executory Contracts Schedule, pursu18 to sections 365(a) and 1123 of the Bankruptcy Code.8 Except as otherwise specifically set forth herassumptions or rejections of Executory Contracts pursuant to this Plan are effective as of the Effect19 Date. Each Executory Contract assumed pursuant to this Plan or by Final Order but not assigned tthird party before the Effective Date shall re-vest in and be fully enforceable by the applica20 contracting Reorganized Debtor in accordance with its terms, except as such terms may have b21 modified by the provisions of this Plan or any Final Order authorizing and providing for assumption. Any motions to assume Executory Contracts pending on the Effective Date shall22 23 7 The Debtors were not counterparties to any Unexpired Leases as of the Petition Date; theref24 provisions regarding the treatment of Executory Contracts contemplated herein do not account treatment of any Unexpired Leases. 25 8 For the avoidance of doubt, the Debtors were parties to certain contracts that were terminated prepetition or that were not executory as of the Petition Date, and therefore not subject to 26 assumptions, assumptions and assignments, or rejections pursuant to sections 365(a) and 1123 of tBankruptcy Code. These contracts include (i) that certain Master Buy-Out Agreement dated June 27 18, 2018, by and between Broadcom Inc. and Broadcom Corporation and MIPS Tech, Inc., and (ii

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1 subject to approval by a Final Order on or after the Effective Date but may be withdrawn, settledotherwise prosecuted by the Reorganized Debtors. 2 To the maximum extent permitted by law, to the extent any provision in any Execut 3 Contract assumed or assumed and assigned pursuant to this Plan restricts or prevents, or purportrestrict or prevent, or is breached or deemed breached by, the assumption or assumption 4 assignment of such Executory Contract (including any “change of control” provision), then s5 provision shall be deemed modified such that the transactions contemplated by this Plan shall entitle the non-Debtor party thereto to terminate such Executory Contract or to exercise any ot6 default-related rights with respect thereto. Notwithstanding anything to the contrary in this Plan, Debtors or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify,7 supplement the Rejected Executory Contracts Schedule at any time up to thirty (30) days after 8 Effective Date, so long as such allocation, amendment, modification, or supplement is consistent this Plan. 9 B. Claims Based on Rejection of Executory Contracts 10 Unless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claim 11 respect to Claims arising from the rejection of Executory Contracts, pursuant to this Plan or Confirmation Order, if any, must be Filed with the Bankruptcy Court by the applicable counterp12 listed on the Executory Contract Rejection Schedule within thirty (30) days after the later of (i) 13 date of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving srejection, (ii) the effective date of such rejection, or (iii) the Effective Date. The Debtors, Reorgani14 Debtors, Wind-Down Debtors, or Liquidating Trust Manager, as applicable, shall have twenty-(21) days after the date of which such Proof of Claim is filed to object to the Proof of Claim. If s15 objection is timely filed by the Debtors, Reorganized Debtors, Wind-Down Debtors, or LiquidatTrust Manager, as applicable, such Proof of Claim shall be adjudicated in accordance with 16 procedures set forth in Article VIII. The Debtors or Reorganized Debtors, as applicable, shall ret17 the right to modify, amend, or supplement the Executory Contract Rejection Schedule for upfourteen (14) days after the adjudication of the disputed Proof of Claim; provided that the righ18 settle, litigate, or otherwise seek resolution of such disputes shall vest in the Liquidating Trust on Effective Date. 19 Any Claims arising from the rejection of an Executory Contract not Filed with 20 Bankruptcy Court within such time will be automatically disallowed, forever barred fr21 assertion, and shall not be enforceable against the Debtors or the Reorganized Debtors, Estates, or their property without the need for any objection by the Reorganized Debtors22 further notice to, or action, order, or approval of the Bankruptcy Court or any other Entity, any Claim arising out of the rejection of the Executory Contract shall be deemed fully satisfi23 released, and discharged, notwithstanding anything in the Proof of Claim to the contrary. Allowed Claims arising from the rejection of the Debtors’ Executory Contracts shall be classifie24 De Minimis Unsecured Claims or General Unsecured Claims, as applicable, and shall be treate25 accordance with Section III.B.4 or Section III.B.5, as applicable. 26 27

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1 C. Cure of Defaults for Assumed Executory Contracts 2 No later than seven (7) calendar days before the Confirmation Hearing,9 the Debtors sprovide Cure Notices to the counterparties to the agreements proposed to be assumed pursuant to t 3 Plan, which shall include a description of the procedures for objecting to the proposed Cure amoor the Reorganized Debtors’ ability to provide “adequate assurance of future performance thereund4 (within the meaning of section 365 of the Bankruptcy Code). Unless otherwise agreed in writing5 the parties in the applicable Executory Contract, any objection by a counterparty to an ExecutContract to a proposed assumption or related Cure must be Filed and served on counsel to the De6 no later than fourteen (14) days after the Filing of the respective Cure Notice. 7 If the Asset Sale Distribution is elected, any unresolved objection shall be heard at the Hearing, unless otherwise agreed by the parties. If the Restructuring occurs, any unresolved object8 to a proposed Cure that cannot be consensually resolved or settled within five (5) days of the Filin9 such objection may be adjudicated by the Bankruptcy Court at the Debtors’ first omnibus settfollowing the Filing of the objection, or at such other time as such matters are brought before 10 Bankruptcy Court. Once any such dispute is adjudicated, the Debtors or Reorganized Debtors,applicable, shall retain the right to file subsequent Cure Notices and/or modify, amend, or supplem11 the Cure Notices and the Executory Contract Rejection Schedule for up to fourteen (14) days after adjudication of such dispute; provided, that the right to settle, litigate, or otherwise seek resolutio12 all such disputes shall vest in the Liquidating Trust on the Effective Date. 13 Any counterparty to an Executory Contract that fails to object timely to the propo14 assumption or Cure will be deemed to have assented to such assumption and Cure, and any untimobjection shall be disallowed and forever barred, estopped, and enjoined from assertion, and shall 15 be enforceable against any Reorganized Debtor or the Wind-Down Debtor, as applicable, without need for any objection by the Reorganized Debtors or Wind-Down Debtor, as applicable, or any ot16 party in interest or any further notice to or action, order, or approval of the Bankruptcy Court. 17 Any Cure shall be deemed fully satisfied, released, and discharged upon payment by 18 Debtors or the Reorganized Debtors of the Cure; provided that nothing herein shall prevent Reorganized Debtors from paying any Cure despite the failure of the relevant counterparty to File s19 request for payment of such Cure amount. The Reorganized Debtors also may settle any Cure withany further notice to or action, order, or approval of the Bankruptcy Court. 20 The Debtors or the Reorganized Debtors, as applicable, shall pay undisputed Cures, if any,21 the Effective Date or as soon as reasonably practicable thereafter, or on such other terms as the par22 to such Executory Contracts may agree. For the avoidance of doubt, if there is any dispute regardany Cure, the ability of the Reorganized Debtors or any assignee to provide “adequate assuranc23 future performance” within the meaning of section 365 of the Bankruptcy Code, or any other mapertaining to assumption, then payment of the applicable Cure amount shall occur at the later of (i) 24 Effective Date; and (ii) fourteen (14) days after entry of a Final Order resolving such dispute, o25 26 9 Notwithstanding anything herein to the contrary, in the event that any Executory Contract is remo27 from the Rejected Executory Contracts Schedule and thereby assumed after the expiration of s

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1 may be agreed upon by the Debtors or the Reorganized Debtors, as applicable, and the counterpto the Executory Contract. 2 Assumption of any Executory Contract pursuant to this Plan or otherwise shall result in 3 full release and satisfaction of any Cures, Claims, or defaults, whether monetary or nonmonetincluding defaults of provisions restricting the change in control or ownership interest compositio4 any bankruptcy-related defaults, arising at any time prior to the effective date of assumption. 5 and all Proofs of Claim based upon Executory Contracts that have been assumed in Chapter 11 Cases, including pursuant to the Confirmation Order, shall be deemed Disallo6 and expunged as of the latest of (i) the date of entry of an order of the Bankruptcy Co(including the Confirmation Order) approving such assumption; (ii) the effective date of s7 assumption; and (iii) the Effective Date without the need for any objection thereto or any furt8 notice to or action, order, or approval of the Bankruptcy Court. 9 D. Preexisting Obligations to the Debtors under Executory Contracts 10 Rejection of any Executory Contract pursuant to this Plan or otherwise shall not constituttermination of preexisting obligations owed to the Debtors or the Reorganized Debtors, as applica11 under such Executory Contracts. In particular, notwithstanding any non-bankruptcy law to contrary, the Reorganized Debtors expressly reserve and do not waive any right to receive, or 12 continuing obligation of a counterparty to provide, warranties or continued maintenance obligati13 with respect to goods previously purchased by the Debtors pursuant to rejected Executory Contra 14 E. Insurance Policies 15 Notwithstanding anything to the contrary in the Definitive Documentation, the PSupplement, any other document related to any of the foregoing, or any other order of the Bankrup16 Court, each of the Debtors’ Insurance Contracts shall be treated as Executory Contracts under tPlan. 17 18 In the event of an Asset Sale Distribution, unless otherwise provided in this Plan and excfor the D&O Liability Insurance Policies, on the Effective Date, the Debtors shall be deemed to h19 rejected all insurance policies and any agreements, documents, and instruments relating to coverof all insured Claims. 20 21 In the event of a Restructuring, unless otherwise provided in this Plan, on the Effective Don and after the Effective Date (i) the Debtors and Reorganized Debtors jointly and severally shall22 deemed to have assumed the Insurance Contracts pursuant to sections 105 and 365 of the BankrupCode; (ii) nothing shall alter, amend or otherwise modify the terms and conditions of the Insura23 Contracts except that, on and after the Effective Date, the Reorganized Debtors shall become remain jointly and severally liable in full for all of their and the Debtors’ obligations under 24 Insurance Contracts, regardless of whether such obligations arise before or after the Effective D25 without the requirement or need for any Insurer to file a Proof of Claim or an Administrative ExpeClaim, or to object to any Cure; and (iii) the automatic stay of Bankruptcy Code section 362(a) 26 the injunction set forth in Section IX.F hereof, if and to the extent applicable, shall be deemed lifwithout further order of the Bankruptcy Court, solely to permit: (a) claimants with valid work27 compensation claims or with valid direct action claims against an Insurer under applicable n

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1 pay, in the ordinary course of business and without further order of this Bankruptcy Court: (1) workcompensation claims; (2) claims where a claimant asserts a direct claim against any Insurer un2 applicable non-bankruptcy law, or an order has been entered by this Bankruptcy Court grantinclaimant relief from the automatic stay or the injunction set forth in Section IX.F hereof to proc3 with its claim; and (3) all costs in relation to each of the foregoing; and (c) the Insurers to cancel 4 Insurance Contracts, and take other actions relating thereto, to the extent permissible under applicanon-bankruptcy law, and in accordance with the terms of the Insurance Contracts. 5 F. Reservation of Rights 6 Nothing contained in this Plan or the Plan Supplement shall constitute an admission by 7 Debtors or any other party that any contract is in fact an Executory Contract or that any Reorgani 8 Debtors or Wind-Down Debtor has any liability thereunder. If there is a dispute regarding whethcontract is or was executory at the time of assumption or rejection, the Debtors, the Reorgani 9 Debtors, or the Wind-Down Debtors, as applicable, shall have forty-five (45) days following entra Final Order resolving such dispute to alter their treatment of such contract. 10 G. Employee Compensation and Benefits 11 1. Compensation and Benefit Programs 12 13 Subject to the provisions of this Plan, all Compensation and Benefits Programs shall be treaas Executory Contracts under this Plan and, only if the Restructuring occurs, be deemed assumed14 the Effective Date pursuant to the provisions of sections 365 and 1123 of the Bankruptcy Code, excfor: (i) all employee equity or equity-based incentive plans, and any provisions set forth in 15 Compensation and Benefits Program that provide for rights to acquire Interests in any of the Debtand (ii) all Compensation and Benefits Programs that, as of the entry of the Confirmation Order, h16 been specifically waived by the beneficiaries of any employee benefit plan or contract. 17 Neither the transactions contemplated by this Plan nor any assumption of Compensation 18 Benefits Programs pursuant to the terms herein shall be deemed to trigger any applicable changcontrol, immediate vesting, termination, or similar provisions therein. On the Effective Date,19 counterparty shall have rights under a Compensation and Benefits Program assumed pursuant to tPlan other than those applicable immediately prior to such assumption. 20 On the Effective Date, pursuant to the provisions of sections 365 and 1123 of the Bankrup21 Code, the Amended and Restated Incentive Agreement (as defined in the KEIP Order) shall be dee22 assumed. 23 2. Workers’ Compensation Programs 24 As of the Effective Date, except as set forth in the Plan Supplement, if the Restructuring occthe Debtors and the Reorganized Debtors shall continue to honor their obligations under: (i)25 applicable workers’ compensation laws in all applicable states; and (ii) the Workers’ CompensatPrograms. All Proofs of Claims on account of Workers’ Compensation Programs shall be dee26 withdrawn automatically and without any further notice to or action, order, or approval of 27 Bankruptcy Court; provided that nothing in this Plan shall limit, diminish, or otherwise alter Debtors’ or Reorganized Debtors’ defenses, Causes of Action, or other rights under applicable n

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1 bankruptcy law with respect to the Workers’ Compensation Programs; and provided further tnothing herein shall be deemed to impose any obligations on the Debtors or the Insurers in additio2 what is provided for under the terms of the Workers’ Compensation Programs and applicable slaw. 3 H. Contracts and Leases Entered Into After the Petition Date 4 5 Contracts and leases entered into after the Petition Date by any Debtor, including Executory Contracts and Unexpired Leases assumed by such Debtor, will be performed by 6 applicable Debtor, Reorganized Debtor, Wind-Down Debtor, or Purchaser (to the extent assignethe Purchaser in the event of an Asset Sale) in the ordinary course of its business. Accordingly, s7 contracts and leases (including any assumed Executory Contracts and Unexpired Leases) will survand remain unaffected by entry of the Confirmation Order. 8 9 ARTICLE VI PROVISIONS GOVERNING DISTRIBUTIONS 10 A. Timing and Calculation of Amounts to Be Distributed 11 Unless otherwise provided in the Plan, on the initial Distribution Date (or if a Claim is not12 Allowed Claim or Allowed Interest on the initial Distribution Date, on the next Distribution Date asuch Claim or Interest becomes an Allowed Claim or Allowed Interest, or as soon as reasona13 practicable thereafter), or as soon as is reasonably practicable thereafter, each Holder of an Allo14 Claim or Allowed Interests (as applicable) shall receive the full amount of the distributions that tPlan provides for Allowed Claims or Allowed Interests (as applicable) in the applicable Class. In 15 event that any payment or act under this Plan is required to be made or performed on a date that is a Business Day, then the making of such payment or the performance of such act may be comple16 on the next succeeding Business Day, but shall be deemed to have been completed as of the requidate. If and to the extent that there are Disputed Claims or Disputed Interests, distributions on acco17 of any such Disputed Claims or Disputed Interests shall be made pursuant to the provisions set f18 in Article VIII. Except as otherwise provided in this Plan, Holders of Claims or Interests shall notentitled to interest, dividends, or accruals on the distributions provided for in this Plan, regardles19 whether such distributions are delivered on or at any time after the Effective Date. 20 B. Disbursing Agent 21 All Plan Distributions shall be made by the Disbursing Agent. The Disbursing Agent shall be required to give any bond or surety or other security for the performance of its duties unl22 otherwise ordered by the Bankruptcy Court. Additionally, in the event that the Disbursing Agen23 so otherwise ordered, all costs and expenses of procuring any such bond or surety shall be bornethe Reorganized Debtors or the Wind-Down Debtors, as applicable. 24 C. Rights and Powers of Disbursing Agent 25 1. Powers of Disbursing Agent 26 The Disbursing Agent shall be empowered to: (i) effect all actions and execute all agreeme27 instruments, and other documents necessary to perform its duties under this Plan; (ii) make all P

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1 responsibilities; and (iv) exercise such other powers as may be vested in the Disbursing Agent by orof the Bankruptcy Court, pursuant to this Plan, or as deemed by the Disbursing Agent to be necess2 and proper to implement the provisions hereof. 3 2. Expenses Incurred on or after the Effective Date 4 Except as otherwise ordered by the Bankruptcy Court, to the extent the Disbursing Agent is 5 Entity other than the Reorganized Debtors or the Wind-Down Debtors, the amount of any reasonafees and expenses incurred by such Disbursing Agent on or after the Effective Date (including tax6 and any reasonable compensation and expense reimbursement claims (including reasonable attorfees and expenses), made by such Disbursing Agent shall be paid in Cash by the Reorganized Debt7 or the Wind-Down Debtors, as applicable. 8 D. Delivery of Distributions and Undeliverable or Unclaimed Distributions 9 1. Record Date for Distribution 10 On the Distribution Record Date, the Claims Register shall be closed and any party responsi11 for making Plan Distributions shall instead be authorized and entitled to recognize only those recHolders listed on the Claims Register as of the close of business on the Distribution Record Date. 12 a Claim, other than one based on a publicly traded security, is transferred twenty (20) or fewer dbefore the Distribution Record Date, the Disbursing Agent shall make distributions to the transfe13 only to the extent practical and, in any event, only if the relevant transfer form contains 14 unconditional and explicit certification and waiver of any objection to the transfer by the transfero15 2. Delivery of Distributions in General 16 Except as otherwise provided herein, the Disbursing Agent shall make distributions to Holof Allowed Claims and Allowed Interests (as applicable) as of the Distribution Record Date at 17 address for each such Holder as indicated on the Debtors’ records as of the date of any such PDistribution; provided however, that the manner of such Plan Distribution shall be determined at 18 discretion of the Reorganized Debtors or the Wind-Down Debtors, as applicable. 19 3. Delivery of Distributions on DIP Claims 20 As soon as practicable following compliance with the requirements set forth in Article21 hereof, the DIP Agent, shall arrange to deliver or direct the delivery of such Plan Distributions ton behalf of the Holders of Allowed DIP Claims, in accordance with the terms of this Pl22 Notwithstanding anything in this Plan to the contrary, and without limiting the exculpation and releprovisions of this Plan, the DIP Agent shall not have any liability to any Entity with respect23 distributions made or directed to be made by the DIP Agent or Disbursing Agent. 24 4. Minimum Distributions 25 No fractional shares of New Common Stock shall be distributed and no Cash shall 26 distributed in lieu of such fractional amounts. When any distribution pursuant to this Plan on accoof an Allowed Claim would otherwise result in the issuance of a number of shares of New Com27 Stock that is not a whole number, the actual distribution of shares of New Common Stock shall

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1 number; and (ii) fractions of less than one-half (1/2) shall be rounded to the next lower whole numwith no further payment therefor. The total number of authorized shares of New Common Stoc2 be distributed to Holders of Allowed Claims hereunder shall be adjusted as necessary to account the foregoing rounding. 3 5. Undeliverable Distributions and Unclaimed Property 4 5 In the event that any Plan Distribution to any Holder of Allowed Claims is returnedundeliverable, no Plan Distribution to such Holder shall be made unless and until the Disbursing Ag6 has determined the then-current address of such Holder, at which time such Plan Distribution shallmade to such Holder without interest; provided however, that such Plan Distributions shall be dee7 unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of one year frthe Effective Date. After such date, all unclaimed property or interests in property shall revert to 8 Reorganized Debtors or the Wind-Down Debtors, as applicable, automatically and without need f9 further order by the Bankruptcy Court (notwithstanding any applicable federal, provincial or sescheat, abandoned, or unclaimed property laws to the contrary), and the Claim of any Holder10 Claims to such property or Interest in property shall be discharged and forever barred. 11 This Section VI.D.6 shall not apply to any Liquidating Trust Assets or any other PDistribution made to the Liquidating Trust Manager. In no event shall any of the Liquidating T12 Assets or any Plan Distribution made to the Liquidating Trust Manager (i) be deemed an undelivera13 distribution or unclaimed property or interest in property or (ii) revert to the Reorganized Debtorthe Wind-Down Debtors, as applicable. 14 6. Surrender of Canceled Instruments or Securities 15 On the Effective Date or as soon as reasonably practicable thereafter, each Holder o16 certificate or instrument evidencing a Claim or an Interest shall be deemed to have surrendered scertificate or instrument to the Disbursing Agent. Such surrendered certificate or instrument shall17 cancelled solely with respect to the Debtors, and such cancellation shall not alter the obligation18 rights of any non-Debtor third parties vis-à-vis one another with respect to such certificateinstrument, including with respect to any agreement that governs the rights of the Holder of a Cl19 or Interest or a trustee or agent under such documents, which shall continue in effect for purposeallowing Holders to receive Plan Distribution under this Plan and maintaining priority of paym20 and to preserve any applicable charging Liens and reimbursement and/or indemnification rightseach case as set forth in the applicable certificates or instruments. Notwithstanding anything to 21 contrary herein, this paragraph shall not apply to certificates or instruments evidencing Claims22 Interests that are Unimpaired under this Plan. 23 E. Manner of Payment 24 All distributions of the New Common Stock or Cash to the Holders of the applicable AlloClaims or Interests under this Plan shall be made by the Disbursing Agent on behalf of the Debtor25 Reorganized Debtors, as applicable; provided that any distributions of Cash to the Liquidating TBeneficiaries shall be made by the Liquidating Trust Manager in accordance with the terms of 26 Liquidating Trust. 27 At the option of the Disbursing Agent, any Cash payment to be made hereunder may be m

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1 F. Exemption From Registration Requirements 2 Pursuant to section 1145 of the Bankruptcy Code, the offering, issuance, and distributiothe New Common Stock and (to the extent they are deemed to be a Security) any interests in 3 Liquidating Trust, the Secured Subordinated Note, and/or the Senior Secured Note, as contemplaby Section II.B and Section III.B hereof and applicable, shall be exempt from, among other things, 4 registration requirements of section 5 of the Securities Act and any other applicable law requir5 registration prior to the offering, issuance, distribution, or sale of Securities. In addition, under sect1145 of the Bankruptcy Code, the New Common Stock (and to the extent they are deemed to b 6 Security) any interests in the Liquidating Trust, the Secured Subordinated Note, and/or the SeSecured Note will be freely tradable in the U.S. by the recipients thereof, subject to (i) the provisi7 of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in sect8 2(a)(11) of the Securities Act; (ii) compliance with applicable securities laws and any rules regulations of the Securities and Exchange Commission, if any, applicable at the time of any fut9 transfer of such Securities; and (iii) the provisions of the New Organizational Documents and the teof the Liquidating Trust Agreement, the Secured Subordinated Note, and/or the Senior Secured N10 (as applicable). 11 G. Compliance with Tax Requirements 12 In connection with this Plan, to the extent applicable, the Debtors, Reorganized Debtors or 13 Wind-Down Debtors, as applicable, the Disbursing Agent, and any applicable withholding agent scomply with all tax withholding and reporting requirements imposed on them by any Governme14 Unit, and all Plan Distributions made pursuant to this Plan shall be subject to such withholding reporting requirements. Notwithstanding any provision in this Plan to the contrary, such parties s15 be authorized to take all actions necessary or appropriate to comply with such withholding reporting requirements, including liquidating a portion of the distribution to be made under this P16 to generate sufficient funds to pay applicable withholding taxes, withholding distributions pend17 receipt of information necessary to facilitate such distributions, or establishing any other mechanithey believe are reasonable and appropriate. The Debtors, the Reorganized Debtors, and the Wi18 Down Debtors, as applicable, reserve the right to allocate all distributions made under this Placompliance with all applicable wage garnishments, alimony, child support, and other spousal awa19 Liens, and encumbrances. 20 H. Allocations 21 Plan Distributions with respect to Allowed Claims shall be allocated first to the princi22 amount of such Claims (as determined for federal income tax purposes) and then, to the extent consideration exceeds the principal amount of the Claims, to any portion of such Claims for accr23 but unpaid interest. 24 I. No Postpetition Interest on Claims 25 Unless otherwise specifically provided for in this Plan, the Confirmation Order, the Final Order, or required by applicable bankruptcy and non-bankruptcy law, postpetition interest shall 26 accrue or be paid on any Claims, and no Holder of a Claim shall be entitled to interest accruing o27 after the Petition Date on such Claim or right. Additionally, and without limiting the foregoiinterest shall not accrue or be paid on any Disputed Claim with respect to the period from the Effect

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1 Date to the date a final Plan Distribution is made on account of such Disputed Claim, if and when sDisputed Claim becomes and Allowed Claim. 2 J. Foreign Currency Exchange Rates 3 Except as otherwise provided in a Bankruptcy Court order, as of the Effective Date, any Cl4 asserted in currency other than U.S. dollars shall be automatically deemed converted to the equival 5 U.S. dollar value using the exchange rate for the applicable currency as published in The Wall StJournal, National Edition, on the Effective Date. 6 K. Setoffs and Recoupments 7 Except as expressly provided in this Plan, each Reorganized Debtor or each Wind-Do 8 Debtor, as applicable, may, pursuant to section 553 of the Bankruptcy Code, set off and/or recagainst any Plan Distributions to be made on account of any Allowed Claim, any and all claims, rig9 and Causes of Action that such Reorganized Debtor or Wind-Down Debtor may hold against 10 Holder of such Allowed Claim to the extent such setoff or recoupment is either (i) agreed in amoamong the relevant Reorganized Debtor(s) or Wind-Down Debtor(s) and the Holder of the Allo11 Claim; or (ii) otherwise adjudicated by the Bankruptcy Court or another court of competjurisdiction; provided, however, that neither the failure to effectuate a setoff or recoupment nor 12 allowance of any Claim hereunder shall constitute a waiver or release by a Reorganized DebtorWind-Down Debtor, as applicable, or its successor of any and all claims, rights, and Causes of Act13 that such Reorganized Debtor or Wind-Down Debtor, as applicable, or its successor may poss14 against the applicable Holder. In no event shall any Holder of a Claim be entitled to recoup sClaim against any claim, right, or Cause of Action of the Debtors, the Reorganized Debtors, or 15 Wind-Down Debtors, as applicable, unless such Holder actually has performed such recoupment provided notice thereof in writing in accordance with Section XIII.G on or before the Effective D16 notwithstanding any indication in any Proof of Claim or otherwise that such Holder asserts, hasintends to preserve any right of recoupment. 17 18 L. Claims Paid or Payable by Third Parties 19 1. Claims Paid by Third Parties 20 The Debtors, the Reorganized Debtors, or the Wind-Down Debtors, as applicable, shall redin full a Claim, and such Claim shall be disallowed without a Claims objection having to be Filed 21 without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent tthe Holder of such Claim receives payment in full on account of such Claim from a party that is n22 Debtor, a Reorganized Debtor, or a Wind-Down Debtor. Subject to the last sentence of this paragra23 to the extent a Holder of a Claim receives a Plan Distribution on account of such Claim and receipayment from a party that is not a Debtor, a Reorganized Debtor, or a Wind-Down Debtors on acco24 of such Claim, such Holder shall, within fourteen (14) days of receipt thereof, repay or return the PDistribution to the applicable Reorganized Debtor or Wind-Down Debtor, to the extent the Hold25 total recovery on account of such Claim from the third party and under this Plan exceeds the amoof such Claim as of the date of any such distribution under this Plan. The failure of such Holde26 timely repay or return such Plan Distribution shall result in the Holder owing the applica27 Reorganized Debtor or Wind-Down Debtor annualized interest at the Federal Judgment Rate on s

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1 amount owed for each Business Day after the fourteen (14) day grace period specified above until amount is repaid. 2 2. Claims Payable by Third Parties 3 No Plan Distributions shall be made on account of an Allowed Claim that is payable pursu4 to one of the Debtors’ Insurance Contracts until the Holder of such Allowed Claim has exhausted5 remedies with respect to such Insurance Contract. To the extent that one or more of the DebtInsurers agrees to pay in full or in part a Claim (if and to the extent adjudicated by a court of compet6 jurisdiction or otherwise settled), then immediately upon such Insurers’ agreement, the applicaportion of such Claim may be expunged without a Claims objection having to be Filed and with7 any further notice to or action, order, or approval of the Bankruptcy Court. 8 3. Applicability of Insurance Policies 9 Except as otherwise provided in this Plan, payments to Holders of Claims covered by Insura10 Contracts shall be in accordance with the provisions of the applicable Insurance Contract and this PlNothing contained in this Plan shall constitute or be deemed a waiver of any Cause of Action that 11 Debtors or any Entity may hold against any other Entity, including Insurers under any InsuraContract, nor shall anything contained herein constitute or be deemed a waiver by such Insurers of 12 defenses, including coverage defenses, held by such Insurers. 13 ARTICLE VII 14 THE PLAN ADMINISTRATOR 15 For the avoidance of doubt, a Plan Administrator will only be appointed if an Asset Distribution is elected. Therefore, the provisions of this Article VII only apply if an Asset 16 Distribution is elected. 17 A. The Plan Administrator 18 The powers of the Plan Administrator shall include any and all powers and authorityimplement this Plan and wind down the business and affairs of the Debtors and the Wind-Do19 Debtors, including: (i) liquidating, receiving, holding, investing, supervising, and protecting the as20 of the Wind-Down Debtors in accordance with the Wind-Down Milestones and Wind-Down Bud(ii) taking all steps to execute all instruments and documents necessary to effectuate the distributi21 to be made under this Plan in accordance with the Wind-Down Budget; (iii) making distributioncontemplated under this Plan; (iv) establishing and maintaining bank accounts in the name of 22 Wind-Down Debtors; (v) subject to the terms set forth herein, employing, retaining, terminating23 replacing professionals to represent it with respect to its responsibilities or otherwise effectuating Plan to the extent necessary; (vi) paying all reasonable fees, expenses, debts, charges, and liabili24 of the Wind Down on and after the Effective Date; (vii) administering and paying taxes of the WiDown Debtors, including filing tax returns; (viii) representing the interests of the Wind-Down Debt25 or the Estates before any taxing authority in all matters, including any action, suit, proceeding, or auand (ix) exercising such other powers as may be vested in it pursuant to order of the Bankruptcy C26 or pursuant to this Plan, or as it reasonably deems to be necessary and proper to carry out the provisi27 of this Plan, in each case of the forgoing clauses, strictly in accordance with the Wind-DoMilestones and Wind-Down Budget.

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1 The Plan Administrator may resign at any time upon thirty (30) days’ written notice deliveto the Bankruptcy Court; provided that such resignation shall only become effective upon 2 appointment of a permanent or interim successor Plan Administrator in accordance with the PAdministrator Agreement. Upon its appointment, the successor Plan Administrator, without 3 further act, shall become fully vested with all of the rights, powers, duties, and obligations of4 predecessor (as set forth in the Plan Administrator Agreement) and all responsibilities of predecessor Plan Administrator relating to the Wind-Down Debtors in the Plan Administr 5 Agreement shall be terminated. 6 1. Plan Administrator Rights and Powers 7 The Plan Administrator shall retain and have all the rights, powers, and duties necessarcarry out his or her responsibilities under this Plan in accordance with the Wind-Down Milestones 8 Wind-Down Budget, and as otherwise provided in the Confirmation Order. The Plan Administr9 shall be the exclusive trustee of the assets of the Wind-Down Debtors for the purposes of 31 U. § 3713(b) and 26 U.S.C. § 6012(b)(3), as well as the representative of the Estates appointed pursu10 to section 1123(b)(3)(B) of the Bankruptcy Code. 11 2. Compensation and Expenses of the Plan Administrator 12 The Plan Administrator’s post Effective Date compensation will be set forth in the PSupplement and paid out of the Wind-Down Budget and Plan Administrator Assets. 13 14 3. Wind-Down Budget 15 The Debtors shall include in the Plan Supplement a Wind-Down Budget. 16 B. Wind Down 17 On and after the Effective Date, the Plan Administrator will be authorized and directeimplement this Plan and any applicable orders of the Bankruptcy Court in accordance with the Wi18 Down Milestones and Wind-Down Budget, and the Plan Administrator shall have the power authority to take any action necessary to wind down and dissolve the Debtors’ Estates in accorda19 with the Wind-Down Milestones and Wind-Down Budget. 20 As soon as practicable after the Effective Date, the Plan Administrator shall: (i) cause 21 Debtors and the Wind-Down Debtors, as applicable, to comply with, and abide by, the terms of Purchase and Sale Agreement and any other documents contemplated thereby; (ii) to the ext22 applicable, file a certificate of dissolution or equivalent document, together with all other necesscorporate and company documents, to effect the dissolution of the Debtors under the applicable l23 of their state of incorporation or formation (as applicable); and (iii) take such other actions24 accordance with the Wind-Down Milestones and Wind-Down Budget as the Plan Administrator determine to be necessary or desirable to carry out the purposes of this Plan. Any certificate25 dissolution or equivalent document may be executed by the Plan Administrator without need for action or approval by the shareholders, board of directors or managers, or other such similar govern26 body of any Debtor. From and after the Effective Date, except with respect to the Wind-Down Debtas set forth herein, the Debtors (i) for all purposes shall be deemed to have withdrawn their busin27 operations from any state in which the Debtors were previously conducting, or are registered

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1 sum, or take any other action in order to effectuate such withdrawal, (ii) shall be deemed to hcanceled pursuant to this Plan all Interests, and (iii) shall not be liable in any manner to any tax2 authority for franchise, business, license, or similar taxes accruing on or after the Effective DNotwithstanding the Debtors’ dissolution, the Debtors shall be deemed to remain intact solely 3 respect to the preparation, filing, review, and resolution of applications for Professional Fee Clai 4 The filing of the final monthly report (for the month in which the Effective Date occurs) 5 all subsequent quarterly reports shall be the responsibility of the Plan Administrator. 6 C. Tax Returns 7 After the Effective Date, the Plan Administrator shall complete and file all final or otherrequired federal, state, and local tax returns for each of the Debtors reflecting all tax consequen8 relating to the activities of the Wind-Down Debtors as attributable to and for the account of 9 Debtors, and, pursuant to section 505(b) of the Bankruptcy Code, may request an expedidetermination of any unpaid tax liability of such Debtor or its Estate for any tax incurred during 10 administration of such Debtor’s Chapter 11 Case, as determined under applicable tax laws. 11 D. Dissolution of the Wind-Down Debtors 12 Upon a certification to be Filed with the Bankruptcy Court by the Plan Administrator ofdistributions having been made and completion of all its duties under this Plan and entry of a fi13 decree closing the last of the Chapter 11 Cases, the Wind-Down Debtors shall be deemed to14 dissolved without any further action by the Wind-Down Debtors, including the filing of any documwith the secretary of state for the state in which the Wind-Down Debtor is formed or any ot15 jurisdiction. The Plan Administrator, however, shall have authority to take all necessary actiondissolve the Wind-Down Debtors in and withdraw the Wind-Down Debtors from applicable state(16 ARTICLE VIII 17 PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS 18 19 A. Allowance of Claims 20 Except as otherwise set forth in this Plan, after the Effective Date, the Reorganized Debtorthe Wind-Down Debtors, as applicable, shall have and retain any and all rights and defenses 21 applicable Debtor had with respect to any Claim immediately before the Effective Date, including Causes of Action retained pursuant to Section IV.F.10 or Section IV.G.4, as applicable. Excep22 specifically provided in this Plan or an order entered by the Bankruptcy Court in the Chapter 11 Ca23 no Claim shall become an Allowed Claim unless and until such Claim is deemed Allowedaccordance with this Plan. 24 B. Claims Administration Responsibilities 25 Except as otherwise specifically provided in this Plan, after the Effective Date, the Reorgani26 Debtors, the Liquidating Trust Manager, or the Wind-Down Debtors, as applicable, may: (i) Fwithdraw, or litigate to judgment, objections to Claims; (ii) settle or compromise any Disputed Cl27 without any further notice to or action, order, or approval by the Bankruptcy Court; and (iii) admini

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1 and adjust the Claims Register to reflect any such settlements or compromises without any furtnotice to or action, order, or approval by the Bankruptcy Court. 2 C. Adjustment to Claims without Objection 3 Any duplicate Claim or any Claim that has been paid, satisfied, amended, or superseded 4 be adjusted or expunged on the Claims Register by the Reorganized Debtors or the Wind-Do 5 Debtors, as applicable, without such Reorganized Debtors or Wind-Down Debtors having to Fileapplication, motion, complaint, objection, or any other legal proceeding seeking to object to s 6 Claim or Interest and without any further notice to or action, order, or approval of the BankrupCourt. 7 8 D. Time to File Objections to Claims 9 Except to the extent Claims are Allowed under the terms of this Plan, any objections to Claishall be served and Filed by the Claims Objection Deadline. All Claims not objected to by the Cla10 Objection Deadline shall be deemed Allowed unless such deadline is extended upon approval of Bankruptcy Court. 11 E. Disallowance of Claims or Interests 12 13 All Claims of any Entity from which property is sought by the Debtors under sections 5543, 550, or 553 of the Bankruptcy Code or that the Debtors, the Reorganized Debtors, the Wi14 Down Debtors, or the Liquidating Trust Manager, as applicable, allege is a transferee of a transfer tis avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy C15 shall be Disallowed pursuant to section 502(d) of the Bankruptcy Code if: (i) the Entity, on the hand, and the Debtors, the Reorganized Debtors, the Wind-Down Debtors, or the Liquidating T16 Manager, as applicable, on the other hand, agree or the Bankruptcy Court has determined by Fi17 Order that such Entity or transferee is liable to turn over any property or monies under any of aforementioned sections of the Bankruptcy Code; and (ii) such Entity or transferee has failed to t18 over such property by the date set forth in such agreement or Final Order. 19 Except as provided herein or otherwise agreed to by the Reorganized Debtors or the WiDown Debtors, as applicable, in their sole discretion, any and all Claims evidenced by Proofs20 Claims Filed after the Bar Date shall be deemed Disallowed as of the Effective Date without 21 further notice to or action, order, or approval of the Bankruptcy Court, and Holders of such Claimay not receive any distributions on account of such Claims, unless such late Proof of Claim has b22 deemed timely-Filed by a Final Order. 23 F. Amendments to Proofs of Claim 24 On or after the earlier of (i) the Effective Date or (ii) the Bar Date, a Proof of Claim or Inte25 may not be Filed or amended without prior authorization of the Bankruptcy Court or the ReorganiDebtors, and any such new or amended Proof of Claim Filed that is not so authorized before it is Fi26 shall be deemed Disallowed in full without any further action. 27

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1 G. No Transfers of Claims After Effective Date 2 After the Effective Date, no Holder of a Claim may sell, transfer, encumber, pledge or assall or any part of its Claim except (i) to the spouse of such holder, (ii) by devise or bequest, or (iii)3 operation of law. Any purported sale, transfer, encumbrance, pledge or assignment by a Holder Claim in violation of this Section VIII.G shall be null and void. Notwithstanding the foregoing, 4 right to receive payments on account of any interest in the Liquidating Trust may be sold, transferr5 encumbered, pledged or assigned to Tallwood, the Reorganized Debtors, or any of their respectAffiliates in accordance with the terms of the Liquidating Trust Agreement. 6 H. No Distributions Pending Allowance 7 Notwithstanding any other provision of this Plan, if any portion of a Claim is a Disputed Cla8 as applicable, no payment or distribution provided hereunder shall be made on account of such Cl9 unless and until such Disputed Claim becomes an Allowed Claim; provided that if only the Alloamount of an otherwise valid Claim is Disputed, such Claim shall be deemed Allowed in the amo10 not Disputed and payment or distribution shall be made on account of such undisputed amount. 11 I. Distributions after Allowance 12 To the extent that a Disputed Claim ultimately becomes an Allowed Claim, distributions sbe made to the Holder of such Allowed Claim in accordance with the provisions of this Plan. As s13 as reasonably practicable after the date that the order or judgment of the Bankruptcy Court allow14 any Disputed Claim becomes a Final Order, the Disbursing Agent shall provide to the Holder of sClaim the Plan Distribution to which such Holder is entitled under this Plan as of the Effective D15 without any interest to be paid on account of such Claim. 16 ARTICLE IX SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS 17 A. Discharge of Claims and Termination of Interests 18 19 In the event of a Restructuring, pursuant to section 1141(d) of the Bankruptcy Code, and excas otherwise specifically provided in this Plan (including with respect to Reinstated Claims 20 Postpetition Drawbridge Lease Claims), the Confirmation Order, or in any contract, instrumentother agreement or document created pursuant to this Plan, the distributions, rights, and treatment t21 are provided in this Plan shall be in complete satisfaction, discharge, and release, effective as of Effective Date, of Claims (including any Intercompany Claims resolved or compromised after 22 Effective Date by the Reorganized Debtors), Interests, and Causes of Action of any nature whatsoe23 including any interest accrued on Claims or Interests from and after the Petition Date, whether knoor unknown, against, liabilities of, Liens on, obligations of, rights against, and Interests in, the Debt24 or any of their assets or properties, regardless of whether any property shall have been distributeretained pursuant to this Plan on account of such Claims and Interests, including demands, liabilit25 and Causes of Action that arose before the Effective Date, any liability (including withdrawal liabilto the extent such Claims or Interests relate to services performed by employees of the Debtors p26 to the Effective Date and that arise from a termination of employment, any contingent or n27 contingent liability on account of representations or warranties issued on or before the Effective Dand all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code

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1 each case whether or not: (i) a Proof of Claim based upon such debt or right is Filed or deemed Fipursuant to section 501 of the Bankruptcy Code; (ii) a Claim or Interest based upon such debt, ri2 or Interest is Allowed pursuant to section 502 of the Bankruptcy Code; or (iii) the Holder of sucClaim or Interest has accepted this Plan. The Confirmation Order shall be a judicial determinatio3 the discharge of all Claims and Interests subject to the occurrence of the Effective D 4 Notwithstanding anything to the contrary in the foregoing, this Section IX.A shall not apply orconstrued to release, discharge or otherwise waive any Postpetition Drawbridge Lease Claims. S 5 Postpetition Drawbridge Lease Claims, if any, shall survive and remain unaffected by entry of Confirmation Order, as set forth in Section V.H. 6 B. Release of Liens 7 8 Except as otherwise provided in this Plan, the Confirmation Order, or in any contrinstrument, or other agreement or document created pursuant to this Plan, on the Effective D9 and concurrently with the applicable distributions made pursuant to this Plan and, in the cof a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed a10 the Effective Date, except for Other Secured Claims that the Debtors elect to Reinstate wrespect to which the applicable counterparty has agreed to Reinstatement in accordance w11 this Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against 12 property of the Estates shall be fully released and discharged, and all of the right, title, interest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other secu13 interests shall revert to the Reorganized Debtors or the Wind-Down Debtors, as applicable, their successors and assigns. Any Holder of such Secured Claim (and the applicable agents 14 such Holder) shall be authorized and directed, at the sole cost and expense of the ReorganiDebtors or the Wind-Down Debtors, as applicable, to release any collateral or other propert15 any Debtor (including any cash collateral and possessory collateral) held by such Holder (16 the applicable agents for such Holder), and to take such actions as may be reasonably requesby the Reorganized Debtors or the Wind-Down Debtors, as applicable, to evidence the rele17 of such Lien, including the execution, delivery, and Filing or recording of such releases. presentation or Filing of the Confirmation Order to or with any federal, state, provincial,18 local agency or department shall constitute good and sufficient evidence of, but shall notrequired to effect, the termination of such Liens. 19 20 To the extent that any Holder of a Secured Claim that has been satisfied or discharin full pursuant to this Plan, or any agent for such Holder, has filed or recorded publicly 21 Liens and/or security interests to secure such Holder’s Secured Claim, then as soon practicable on or after the Effective Date, such Holder (or the agent for such Holder) shall t22 any and all steps reasonably requested by the Debtors or the Reorganized Debtors, as applicathat are necessary or desirable to record or effectuate the cancellation and/or extinguishmen23 such Liens and/or security interests, including the making of any applicable filings or recordi24 and the Reorganized Debtors shall be entitled to make any such filings or recordings on sHolder’s behalf. 25 Notwithstanding any of the foregoing, the Debtors reserve the right to leave in pl26 mortgages and security interests of the DIP Agent for the benefit of the Exit Lender pursuanterms set forth in the Confirmation Order. 27

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1 C. Releases by the Debtors 2 Except as provided for in this Plan or the Confirmation Order, pursuant to sect1123(b) of the Bankruptcy Code, for good and valuable consideration, on and after the Effect 3 Date, each Released Party is deemed released and discharged by the Debtors, the ReorganiDebtors, and their Estates (and any Entity seeking to exercise rights of the Estates) from 4 and all Causes of Action, including any derivative claims, asserted on behalf of the Debtors, t5 the Debtors, the Reorganized Debtors or the Wind-Down Debtors, as applicable, or their Estawould have been legally entitled to assert in their own right (whether individually or collectiv6 or on behalf of the Holder of any Claim against, or Interest in, a Debtor or other Entity, baon or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debto7 in- or out-of-court restructuring efforts, intercompany transactions, the reorganizat8 contemplated by this Plan, the Prepetition Note, the DIP Facility, the Exit Facility, the Purchand Sale Agreement, the Chapter 11 Cases, the formulation, preparation, disseminati9 negotiation, or Filing of the Disclosure Statement, the DIP Facility, this Plan, the pursuitConfirmation, the pursuit of Consummation, the Exit Facility, the Purchase and S10 Agreement, or any restructuring transaction, contract, instrument, release, or other agreemor document created or entered into in connection thereto, including the issuance or distribut11 of securities pursuant to this Plan, or the distribution of property under this Plan or any ot12 related agreement, or upon any other act or omission, transaction, agreement, event, or otoccurrence taking place on or before the Effective Date. Notwithstanding anything to 13 contrary in the foregoing, the releases set forth above do not release obligations of any partyEntity under this Plan, or any document, instrument, or agreement executed to implement t14 Plan. 15 Entry of the Confirmation Order shall constitute the Bankruptcy Court’s appro16 pursuant to Bankruptcy Rule 9019, of the Debtor Release set forth in this Section IX.C, whincludes by reference each of the related provisions and definitions contained in this Plan, 17 further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (i)exchange for the good and valuable consideration provided by the Released Parties, includi18 without limitation, the Released Parties’ contributions to facilitating the restructuring implementing this Plan; (ii) a good faith settlement and compromise of the Claims released19 the Debtor Release; (iii) in the best interests of the Debtors and their Estates; (iv) fair, equita20 and reasonable; (v) given and made after due notice and opportunity for hearing; and (vi) a to any of the Debtors, the Reorganized Debtors or the Wind-Down Debtors, as applicable, or 21 Debtors’ Estates (and any Entity seeking to exercise rights of the Estates) asserting any Clor Cause of Action released pursuant to the Debtor Release. 22 D. Consensual Releases by the Releasing Parties 23 24 Except as provided for in this Plan or the Confirmation Order, as of the Effective Dfor good and valuable consideration, including the obligations of the Debtor under the Plan 25 the contributions of the Released Parties to facilitate and implement the Plan, to the fullest extpermissible under applicable law, as such law may be extended or integrated after the Effect26 Date, each Releasing Party is deemed to have conclusively, absolutely, unconditionairrevocably, and forever, released and discharged each Released Party from any and all Cau27 of Action, whether known or unknown, including any derivative claims, asserted on behal

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1 individually or collectively), based on or relating to, or in any manner arising from, in wholein part, the Debtors, the Debtors’ in- or out-of-court restructuring efforts, intercomp2 transactions, the reorganization contemplated by this Plan, the Prepetition Note, the Facility, the Exit Facility, the Purchase and Sale Agreement, the Chapter 11 Cases, 3 formulation, preparation, dissemination, negotiation, or Filing of the Disclosure Statement, 4 DIP Facility, this Plan, the pursuit of Confirmation, the pursuit of Consummation, the Facility, the Purchase and Sale Agreement, or any restructuring transaction, contr5 instrument, release, or other agreement or document created or entered into in connectthereto, including the issuance or distribution of securities pursuant to this Plan, or 6 distribution of property under this Plan or any other related agreement, or upon any other or omission, transaction, agreement, event, or other occurrence taking place on or before 7 Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set fo8 above do not release obligations of any Person or Entity under this Plan, or any documinstrument, or agreement executed to implement this Plan. Ker Zhang and Arthur Swift s9 not be Released Parties; provided, however, that, if the Restructuring occurs, the Debtors, Reorganized Debtors, and their Estates (and any Entity seeking to exercise rights of the Esta10 including the Liquidating Trust Manager and/or Liquidating Trust) shall not execute upon tpersonal assets, and, instead, shall only seek any recovery from available insurance policie11 any. Further, and notwithstanding anything to the contrary in the foregoing, the Third Pa12 Release set forth in this Section IX.D shall not apply or be construed to release, dischargeotherwise waive (i) any Postpetition Drawbridge Lease Claims, which Postpetition Drawbri13 Lease Claims, if any, shall survive and remain unaffected by entry of the Confirmation Oras set forth in Section V.H, or (ii) any and all claims, causes of action and other rig14 Drawbridge 3201 Scott, LLC and its affiliates, successors and assigns (collectiv“Drawbridge”) may have against non-Debtor Imagination Technologies Group PLC and15 non-Debtor affiliates, successors and assigns under that certain Guaranty of Lease dated a16 December 18, 2013, by and between Drawbridge, as Landlord, and Imagination TechnoloGroup PLC, as Guarantor, including without limitation, all rights to collect from non-Deb17 Imagination Technologies Group PLC and its non-Debtor affiliates, successors and assigns amounts owing to Drawbridge under the Prepetition Drawbridge Lease which are not recove18 by Drawbridge under this Plan.. 19 Entry of the Confirmation Order shall constitute the Bankruptcy Court’s appro20 pursuant to Bankruptcy Rule 9019, of the Third Party Release set forth in this Section IXwhich includes by reference each of the related provisions and definitions contained herein, a21 further, shall constitute the Bankruptcy Court’s finding that the Third Party Release is: consensual; (ii) essential to the confirmation of this Plan; (iii) given in exchange for the good 22 valuable consideration provided by the Released Parties; (iv) a good faith settlement 23 compromise of the Claims released by the Third Party Release; (v) in the best interests of Debtors and their Estates; (vi) fair, equitable, and reasonable; (vii) given and made after 24 notice and opportunity for hearing; and (viii) a bar to any of the Releasing Parties asserting claim or Cause of Action released pursuant to the Third Party Release. 25 E. Exculpation 26 Except as provided for in this Plan or the Confirmation Order, no Exculpated Party s27 have or incur, and each Exculpated Party is released and exculpated from any Cause of Act

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1 these Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or Filinthe DIP Facility, the Exit Facility, the Disclosure Statement, this Plan, or any restructur2 transaction, contract, instrument, release or other agreement or document created or enteinto in connection with the Disclosure Statement or this Plan, the Filing of these Chapter 3 Cases, the pursuit of Confirmation, or the administration and implementation of this Pl4 including the issuance of securities pursuant to this Plan, or the distribution of property unthis Plan or any other related agreement, except for claims related to any act or omission tha5 determined in a Final Order to have constituted actual fraud, gross negligence or willmisconduct, but in all respects such Persons or Entities shall be entitled to reasonably rely u6 the advice of counsel with respect to their duties and responsibilities pursuant to this PlNotwithstanding anything to the contrary in the foregoing, the exculpation set forth in t 7 Section IX.E shall not apply or be construed to apply to any Postpetition Drawbridge Le 8 Claims. Such Postpetition Drawbridge Lease Claims, if any, shall survive and remain unaffecby entry of the Confirmation Order, as set forth in Section V.H. 9 The Exculpated Parties and parties covered by section 1125(e) of the Bankruptcy C10 have, and upon Consummation of this Plan shall be deemed to have, participated in good fand in compliance with the applicable laws with regard to the solicitation of votes 11 distribution of consideration pursuant to this Plan and, therefore, are not, and on account12 such distributions shall not be, liable at any time for the violation of any applicable law, rule,regulation governing the solicitation of acceptances or rejections of this Plan or s13 distributions made pursuant to this Plan. Each of the Exculpated Parties and parties coveby section 1125(e) of the Bankruptcy Code shall be entitled to and granted the protections 14 benefits of section 1125(e) of the Bankruptcy Code. 15 F. Injunction 16 Except as otherwise expressly provided in the Final DIP Order, this Plan, or 17 Confirmation Order or for obligations issued or required to be paid pursuant to the Final Order, this Plan, or the Confirmation Order, all Persons or Entities who have held, hold, or 18 hold Claims or Interests that have been released, discharged, settled or are subject exculpation are permanently enjoined, from and after the Effective Date, from taking any of 19 following actions against, as applicable, the Debtors, the Reorganized Debtors, the Wind-Do20 Debtors, or the Liquidating Trust, as applicable, the Exculpated Parties, or the Released Part(i) commencing or continuing in any manner any action or other proceeding of any kind 21 account of or in connection with or with respect to any such Claims or Interests; (ii) enforciattaching, collecting, or recovering by any manner or means any judgment, award, decree,22 order against such Entities on account of or in connection with or with respect to any sClaims or Interests; (iii) creating, perfecting, or enforcing any encumbrance of any kind agai23 such Persons or Entities or the property or the estates of such Persons or Entities on accoun24 or in connection with or with respect to any such Claims or Interests; (iv) asserting any righsetoff, subrogation, or recoupment, or other similar legal or equitable right of any kind agai25 any obligation due from such Persons or Entities or against the property of such PersonsEntities on account of or in connection with or with respect to any such Claims or Inter26 unless such Holder has Filed a motion requesting the right to perform such setoff on or befthe Effective Date, and notwithstanding an indication of a Claim or Interest or otherwise t27 such Holder asserts, has, or intends to preserve any right of setoff pursuant to applicable law

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1 any kind on account of or in connection with or with respect to any such Claims or Interreleased, discharged, or settled pursuant to this Plan. 2 Upon entry of the Confirmation Order, all Holders of Claims and Interests and th3 respective current and former employees, agents, officers, directors, principals, and direct 4 indirect Affiliates shall be enjoined from taking any actions to interfere with the implementator Consummation of this Plan. Each Holder of an Allowed Claim or Allowed Interest,5 applicable, by accepting, or being eligible to accept, distributions under or Reinstatementsuch Claim or Interest, as applicable, pursuant to this Plan, shall be deemed to have consen6 to the injunction provisions set forth in this Section IX.F. 7 G. Provision Regarding SEC 8 Notwithstanding the provisions of this Article IX, nothing in this Plan or the Confirmat 9 Order shall (i) release any entity other than the Debtors from any claim or Cause of Action that be asserted by the SEC or (ii) enjoin, limit, impair, or delay the SEC from commencing or continu10 any claims, Causes of Action, proceedings, or investigations against any entity other than the Debtin any forum. 11 12 H. Protections Against Discriminatory Treatment 13 Consistent with section 525 of the Bankruptcy Code and the Supremacy Clause of U.S. Constitution, all Entities, including Governmental Units, shall not discriminate against 14 Reorganized Debtors or the Wind-Down Debtors, as applicable, or deny, revoke, suspend, or refto renew a license, permit, charter, franchise, or other similar grant to, condition such a grant15 discriminate with respect to such a grant against, the Reorganized Debtors or the Wind-Down Debtas applicable, or another Entity with whom the Reorganized Debtors or the Wind-Down Debtors16 applicable, have been associated, solely because each Debtor has been a debtor under chapter 117 the Bankruptcy Code, has been insolvent before the commencement of the Chapter 11 Cases (or durthe Chapter 11 Cases but before the Debtors are granted or denied a discharge), or has not paid a d18 that is dischargeable in the Chapter 11 Cases. 19 I. Reimbursement or Contribution 20 If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an En21 pursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claicontingent as of the time of allowance or disallowance, such Claim shall be forever disallowed 22 expunged notwithstanding section 502(j) of the Bankruptcy Code, unless prior to the ConfirmatDate: (i) such Claim has been adjudicated as non-contingent; or (ii) the relevant Holder of a Claim 23 Filed a non-contingent Proof of Claim on account of such Claim and a Final Order has been enteprior to the Confirmation Date determining such Claim as no longer contingent. 24 25 26 27

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1 ARTICLE X CONDITIONS PRECEDENT TO CONFIRMATION 2 AND CONSUMMATION OF THIS PLAN 3 A. Conditions Precedent to the Effective Date 4 The following shall be Conditions Precedent to the Effective Date: 5 1. The Bankruptcy Court shall have entered the Confirmation Order, which shall be a Fi 6 Order, and shall: 7 (i) authorize the Debtors to take all actions necessary to enter into, implement, consummate the contracts, instruments, releases, leases, indentures, and ot8 agreements or documents created in connection with the this Plan; 9 (ii) decree that the provisions of the Confirmation Order and this Plan nonseverable and mutually dependent; 10 (iii) authorize the Debtors, as applicable/necessary, to: (a) implement 11 restructuring transactions contemplated in this Plan; (b) make all distributiand issuances as required under this Plan, including Cash and the New Com12 Stock; and (c) enter into any agreements, transactions, and sales of propertset forth in this Plan and Plan Supplement, including the Exit Facility; 13 (iv) authorize the implementation of this Plan in accordance with its terms; 14 (v) provide that, pursuant to section 1146 of the Bankruptcy Code, the assignm15 or surrender of any lease or sublease, and the delivery of any deed or otinstrument or transfer order, in furtherance of, or in connection with this Pl16 including any deeds, bills of sale, or assignments executed in connection any disposition or transfer of assets contemplated under this Plan, shall not17 subject to any stamp, real estate transfer, mortgage recording, or other simtax; and 18 (vi) authorize the payment, on or prior to the Effective Date, of all Professional 19 Claims in accordance with the terms of each Professional’s engagement lett20 2. the Debtors shall have obtained all authorizations, consents, regulatory approvals, rulior documents that are necessary to implement and effectuate this Plan; 21 3. the final versions of the Definitive Documentation, the Plan Supplement, and all of 22 schedules, documents, annexes, and exhibits contained therein shall have been Filed in a man23 consistent in all material respects with this Plan in form and substance reasonably acceptable to Debtors, in consultation with Tallwood and the Committee; 24 4. all conditions precedent to the applicable parties entering into and/or executing 25 applicable Definitive Documentation and Plan Supplement documents shall have been satisfiedwaived in accordance with the terms of such Definitive Documentation and Plan Supplem26 documents, as applicable; 27 5. in the event of the Asset Sale Distribution, the conditions to closing of the Purchase

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1 6. in the event of the Asset Sale Distribution, the Purchase and Sale Agreement shall hbeen executed and remain in full force and effect; 2 7. in the event of the Restructuring, all conditions precedent to the Exit Facility shall h3 been satisfied or waived in accordance with the Exit Facility Documents; 4 8. in the event of the Restructuring, all conditions precedent to the GUC Loan shall h5 been satisfied or waived in accordance with the terms of the GUC Loan; 6 9. the Certificate of Trust of the Liquidating Trust shall have been filed with the DelawSecretary of State; 7 10. in the event of the Restructuring, the New Board and Sanjai Kohli shall have agree8 principle to the terms of an employment agreement with Sanjai Kohli, including for payment signing bonus from the Reorganized Debtors’ general operating funds (including any proceeds of 9 DIP Facility and Exit Facility), that are reasonably acceptable to Sanjai Kohli and the Reorgani10 Debtors, in consultation with the Committee, to be entered into with the Reorganized Debtapproved by the New Board, and become effective post-emergence; 11 11. all reasonable and documented Professional Fee Claims shall have been paid in ful12 Cash; and 13 12. the Debtors shall have implemented the applicable Plan Transaction contemplated herin a manner consistent with this Plan and pursuant to documentation reasonably acceptable to 14 Debtors, in consultation with Tallwood and the Committee. 15 B. Waiver of Conditions 16 The Debtors, in consultation with Tallwood and the Committee, may waive any one or m17 of the Conditions Precedent to the Effective Date, without notice, leave, or order of the BankrupCourt or any formal action other than proceeding to confirm or consummate the Plan. 18 C. Effect of Failure of Conditions 19 20 If Consummation does not occur, this Plan shall be null and void in all respects and nothcontained in this Plan or the Disclosure Statement shall: (i) constitute a waiver or release of any Cla21 by the Debtors, or Claims against, or Interests in, the Debtors; (ii) prejudice in any manner the rigof the Debtors, any Holders of Claims or Interests, or any other Entity; or (iii) constitute an admissi22 acknowledgment, offer, or undertaking by the Debtors, any Holders of Claims or Interests, or other Entity. 23 24 D. Substantial Consummation 25 “Substantial Consummation” of this Plan, as defined in 11 U.S.C. § 1101(2), shall be deeto occur on the Effective Date. 26 27

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1 ARTICLE XI MODIFICATION, REVOCATION, OR WITHDRAWAL OF THIS PLAN 2 A. Modifications and Amendments 3 Except as otherwise specifically provided in this Plan, the Debtors reserve the right to mo4 this Plan, in consultation with Tallwood and the Committee, whether such modification is materia5 immaterial, and seek Confirmation consistent with the Bankruptcy Code and, as appropriate, resolicit votes on such modified Plan. Subject to those restrictions on modifications set forth in 6 Plan and the requirements of section 1127 of the Bankruptcy Code, Bankruptcy Rule 3019, and, to extent applicable, sections 1122, 1123, and 1125 of the Bankruptcy Code, each of the Debtors7 consultation with Tallwood and the Committee, expressly reserves its respective rights to revokwithdraw, or to alter, amend, or modify this Plan with respect to such Debtor, one or more times, a 8 Confirmation, and, to the extent necessary may initiate proceedings in the Bankruptcy Court to9 alter, amend, or modify this Plan, or remedy any defect or omission, or reconcile any inconsistenin this Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necess10 to carry out the purposes and intent of this Plan. 11 B. Effect of Confirmation on Modifications 12 Entry of the Confirmation Order shall mean that all modifications or amendments to this P13 since the solicitation thereof are approved pursuant to section 1127(a) of the Bankruptcy Code andnot require additional disclosure or resolicitation under Bankruptcy Rule 3019. 14 C. Revocation or Withdrawal of Plan 15 The Debtors reserve the right, in consultation with Tallwood and the Committee, to revok16 withdraw this Plan prior to the Confirmation Date and to File subsequent plans of reorganization. the Debtors revoke or withdraw this Plan, or if Confirmation or Consummation does not occur, th17 (i) this Plan shall be null and void in all respects; (ii) any settlement or compromise embodied in t18 Plan (including the fixing or limiting to an amount certain of any Claim or Interest or Class of Claor Interests), assumption or rejection of Executory Contracts effected under this Plan, and 19 document or agreement executed pursuant to this Plan, shall be deemed null and void; and (iii) nothcontained in this Plan shall: (a) constitute a waiver or release of any Claims or Interests; (b) preju20 in any manner the rights of such Debtor or any other Entity; or (c) constitute an admissi21 acknowledgement, offer, or undertaking of any sort by such Debtor or any other Entity. 22 ARTICLE XII RETENTION OF JURISDICTION 23 Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective D24 on and after the Effective Date, the Bankruptcy Court shall retain jurisdiction over all matters arisout of, or relating to, the Chapter 11 Cases and this Plan pursuant to sections 105(a) and 1142 of 25 Bankruptcy Code, including jurisdiction to: 26 (A) allow, disallow, determine, liquidate, classify, estimate, or establish the priority, 27 secured or unsecured status, or amount of any Claim or Interest, including the resolution of any

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1 request for payment of any Administrative Expense Claim and the resolution of any and all objections to the secured or unsecured status, priority, amount, or allowance of Claims or Interest2 (B) decide and resolve all matters related to the granting and denying, in whole or in p3 any applications for allowance of compensation or reimbursement of expenses to Professionals authorized pursuant to the Bankruptcy Code or this Plan; 4 5 (C) resolve any matters related to: (i) the assumption, assumption and assignment, or rejection of any Executory Contract to which a Debtor is party or with respect to which a Debtor 6 may be liable and to hear, determine, and, if necessary, liquidate, any Claims arising therefrom, including Cures pursuant to section 365 of the Bankruptcy Code; (ii) any potential contractual 7 obligation under any Executory Contract that is assumed; (iii) the Reorganized Debtors amendingmodifying, or supplementing, after the Effective Date, pursuant to Article V hereof, any Executor 8 Contracts to the list of Executory Contracts and Unexpired Leases to be assumed or rejected or 9 otherwise; and (iv) any dispute regarding whether a contract is or was executory or expired; 10 (D) ensure that distributions to Holders of Allowed Claims and Allowed Interests (as applicable) are accomplished pursuant to the provisions of this Plan; 11 (E) adjudicate, decide, or resolve any motions, adversary proceedings, contested or 12 litigated matters, and any other matters, and grant or deny any applications involving a Debtor thamay be pending on the Effective Date; 13 14 (F) adjudicate, decide, or resolve any and all matters related to section 1141 of the Bankruptcy Code; 15 (G) enter and implement such orders as may be necessary to execute, implement, or 16 consummate the provisions of this Plan and all contracts, instruments, releases, indentures, and otagreements or documents created in connection with this Plan or the Disclosure Statement, except17 the extent that the Definitive Documentation provide for exclusive jurisdiction and venue in anothforum; 18 19 (H) enter and enforce any order for the sale of property pursuant to sections 1123, or 1146(a) of the Bankruptcy Code; 20 (I) resolve any cases, controversies, suits, disputes, or Causes of Action that may arise21 connection with the Consummation, interpretation, or enforcement of this Plan or any Entity’s obligations incurred in connection with this Plan; 22 (J) issue injunctions, enter and implement other orders, or take such other actions as m23 be necessary to restrain interference by any Entity with Consummation or enforcement of this Pla24 (K) resolve any cases, controversies, suits, disputes, or Causes of Action with respect t25 the releases, injunctions, exculpations, and other provisions contained in Article IX hereof and entsuch orders as may be necessary or appropriate to implement such releases, injunctions, and other26 provisions; 27

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1 (L) resolve any cases, controversies, suits, disputes, or Causes of Action with respect tthe repayment or return of distributions and the recovery of additional amounts owed by the Hold2 of a Claim or Interest for amounts not timely repaid pursuant to Section VI.L hereof; 3 (M) enter and implement such orders as are necessary if the Confirmation Order is for areason modified, stayed, reversed, revoked, or vacated; 4 5 (N) determine any other matters that may arise in connection with or relate to this Plan,the Plan Supplement, the Disclosure Statement, the Confirmation Order, or any contract, instrume6 release, indenture, or other agreement or document created in connection with this Plan or the Disclosure Statement, except to the extent that any Definitive Documentation provide for exclusiv7 jurisdiction and venue in another forum; 8 (O) enter an order concluding or closing the Chapter 11 Cases; 9 (P) adjudicate any and all disputes arising from or relating to distributions under this 10 Plan; 11 (Q) consider any modifications of this Plan, to cure any defect or omission, or to reconany inconsistency in any Bankruptcy Court order, including the Confirmation Order; 12 (R) determine requests for the payment of Claims and Interests entitled to priority 13 pursuant to section 507 of the Bankruptcy Code; 14 (S) hear and determine disputes arising in connection with the interpretation, 15 implementation, or enforcement of this Plan or the Confirmation Order, including disputes arisingunder agreements, documents, or instruments executed in connection with this Plan, except to the 16 extent that any Definitive Documentation provide for exclusive jurisdiction and venue in another forum; 17 (T) hear and determine matters concerning state, local, and federal taxes in accordance18 with sections 346, 505, and 1146 of the Bankruptcy Code; 19 (U) hear and determine all disputes involving the existence, nature, scope, or enforcem20 of any exculpations, discharges, injunctions, and releases granted in this Plan, including under Article IX hereof; 21 (V) enforce all orders previously entered by the Bankruptcy Court; and 22 (W) hear any other matter not inconsistent with the Bankruptcy Code. 23 24 As of the Effective Date, notwithstanding anything in this Article XII to the contrary, New Organizational Documents and the Exit Facility and any documents related thereto s25 be governed by the jurisdictional provisions therein and the Bankruptcy Court shall not ret26 jurisdiction with respect thereto. 27

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1 ARTICLE XIII MISCELLANEOUS PROVISIONS 2 A. Immediate Binding Effect 3 Subject to Section X.A hereof and notwithstanding Bankruptcy Rules 3020(e), 6004(h),4 7062 or otherwise, upon the occurrence of the Effective Date, the terms of this Plan (including, for 5 avoidance of doubt, the documents and instruments contained in the Plan Supplement) shallimmediately effective and enforceable and deemed binding upon the Debtors, the Reorgani 6 Debtors, any and all Holders of Claims or Interests (irrespective of whether such Claims or Interare deemed to have accepted this Plan), all Entities that are parties to or are subject to the settleme7 compromises, releases, discharges, and injunctions described in this Plan, each Entity acquirproperty under this Plan, and any and all non-Debtor parties to Executory Contracts with the Debt8 9 B. Additional Documents 10 On or before the Effective Date, the Debtors may File with the Bankruptcy Court sagreements and other documents as may be necessary to effectuate and further evidence the terms 11 conditions of this Plan. The Debtors or the Reorganized Debtors, as applicable, and all HolderClaims or Interests receiving Plan Distributions pursuant to this Plan and all other parties in inte12 shall, from time to time, prepare, execute, and deliver any agreements or documents and take any otactions as may be necessary or advisable to effectuate the provisions and intent of this Plan. 13 14 C. Payment of Statutory Fees 15 All fees payable to the U.S. Trustee under 28 U.S.C. § 1930(a)(6) (including interest underU.S.C. § 3717) as of the Confirmation Date will be paid on the Effective Date. Notwithstand16 anything to the contrary in the Plan (including, without limitation, Sections I.A.1, I.A.2, I.A.66 II.A), such fees are not subject to an allowance procedure under 11 U.S.C. § 503(b), nor is the 17 Trustee required to file a request for payment of such fees. 18 Following confirmation, the Debtors, the Reorganized Debtors, or the Wind-Down Debtors19 applicable) shall pay quarterly fees to the U.S. Trustee to the extent, and in the amounts, required28 U.S.C. § 1930(a)(6) (including interest under 31 U.S.C. § 3717). For the avoidance of do20 quarterly fees shall be payable for any case that is reopened. So long as the Debtors, the ReorganiDebtors and the Wind-Down Debtors are required to make these payments, the Debtors, 21 Reorganized Debtors and the Wind-Down Debtors shall file with the Court quarterly reports in form specified by the U.S. Trustee for that purpose. 22 23 D. Dissolution of the Committee and Cessation of Fee and Expense Payment 24 On the Effective Date, the Committee appointed in the Chapter 11 Cases shall dissolve members thereof shall be released and discharged from all rights and duties from or related to 25 Chapter 11 Cases; provided, however, that the Committee may continue to have standing for limited purpose of Filing final fee applications with respect to Professionals retained by the Commi26 and defending any objections to payment of such Professional Claims. The reasonable fees expenses incurred by the Professionals retained by the Committee in Filing any final fee applicati27 after the Effective Date shall be paid by the Reorganized Debtors without further order of

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1 any other fees or expenses incurred by the members of or Professionals retained by the Commiafter the Effective Date. 2 E. Reservation of Rights 3 Except as expressly set forth in this Plan, this Plan shall have no force or effect unless 4 Bankruptcy Court shall enter the Confirmation Order, and the Confirmation Order shall have no fo5 or effect if the Effective Date does not occur. None of the Filing of this Plan, any statementprovision contained in this Plan, or the taking of any action by any Debtor with respect to this Pl6 the Disclosure Statement, or the Plan Supplement shall be or shall be deemed to be an admissiowaiver of any rights of any Debtor with respect to the Holders of Claims or Interests prior to 7 Effective Date. 8 F. Successors and Assigns 9 The rights, benefits, and obligations of any Entity named or referred to in this Plan shall10 binding on, and shall inure to the benefit of any heir, executor, administrator, successor or assiAffiliate, officer, manager, director, agent, representative, attorney, beneficiaries, or guardian, if a11 of each Entity. 12 G. Notices 13 All notices, requests, and demands to or upon the Debtors to be effective shall be in writ(including by facsimile transmission) and, unless otherwise expressly provided herein, shall 14 deemed to have been duly given or made when actually delivered or, in the case of notice by facsi15 transmission, when received and telephonically confirmed, addressed as follows:
Table 1 on page 88. Back to List of Tables
Debtors Counsel to the Debtors
Wave Computing, Inc.
3201 Scott Blvd
Santa Clara, CA 95054
Attention: President/CEO
Sidley Austin LLP
555 West Fifth Street
Los Angeles, CA 90013
Attention: Sam Newman, Genevieve
Weiner, Julia Philips Roth

Sidley Austin LLP
2021 McKinney Avenue
Ste 2000, Dallas, TX 75201
Attention: Charles Persons, Juliana
Hoffman, Jeri Leigh Miller
Counsel to Tallwood Securities and Exchange Commission
Binder & Malter LLP
2775 Park Avenue
Santa Clara, CA 95050
Attention: Robert G Harris
US Securities and Exchange Commission
444 South Flower St., Ste 900
Los Angeles, CA 90071-9591
Attention: Bankruptcy Counsel

950 East Paces Rd. N.E. Ste 900
Atlanta GA 30326-1382
Attention: William M Uptegrove

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Table 1 on page 89. Back to List of Tables
United States Trustee Counsel to the Committee
Office of The United States Trustee
280 South First St., Room 268
San Jose, CA 95113
Attention: Jason B. Shorter, Jason Blumberg
Hogan Lovells US LLP
1999 Ave of the Stars, Ste 1400
Los Angeles, CA 90067
Attention: Richard L Wynne, David P
Simonds, Edward J McNeilly
5 After the Effective Date, the Reorganized Debtors have the authority to send a notice to Entithat to continue to receive documents pursuant to Bankruptcy Rule 2002, such Entity must Fil6 renewed request to receive documents pursuant to Bankruptcy Rule 2002. After the Effective D7 the Reorganized Debtors are authorized to limit the list of Entities receiving documents pursuanBankruptcy Rule 2002 to those Entities who have Filed such renewed requests. 8 H. Term of Injunctions or Stays 9 Unless otherwise provided in this Plan or in the Confirmation Order, all injunctions or st10 in effect in these Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or order of the Bankruptcy Court shall remain in full force and effect until the Effective Date. 11 injunctions or stays contained in this Plan or the Confirmation Order shall remain in full force 12 effect in accordance with their terms. 13 I. Entire Agreement 14 Except as otherwise indicated, this Plan (including, for the avoidance of doubt, the documand instruments in the Plan Supplement) supersedes all previous and contemporaneous negotiati15 promises, covenants, agreements, understandings, and representations on such subjects, all of whhave become merged and integrated into this Plan. 16 17 J. Exhibits and Annexes 18 All exhibits, annexes, and documents attached hereto or included in the Plan Supplement incorporated into and are a part of this Plan as if set forth in full in this Plan. After the exhib19 annexes, and documents are Filed, copies of such exhibits, annexes, and documents shall be availaupon written request to the Debtors’ counsel at the address above or by downloading such exhib20 annexes, and documents from the Debtors’ restructuring website https://www.donlinrecano.com/Clients/wave/Index or the Bankruptcy Court’s website 21 www.canb.uscourts.gov. To the extent any exhibit, annex, or document is inconsistent with the te22 of this Plan, unless otherwise ordered by the Bankruptcy Court or otherwise specifically providedin such exhibit, annex, or document, the non-exhibit, non-annex, or non-document portion of this P23 shall control. 24 K. Nonseverability of Plan Provisions 25 If, prior to Confirmation, any term or provision of this Plan is held by the Bankruptcy Courbe invalid, void, or unenforceable, the Bankruptcy Court shall have the power to alter and inter26 such term or provision to make it valid or enforceable to the maximum extent practicable, consist27 with the original purpose of the term or provision held to be invalid, void, or unenforceable, and s

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1 alteration, or interpretation, the remainder of the terms and provisions of this Plan will remain in force and effect and will in no way be affected, impaired, or invalidated by such holding, alterati2 or interpretation. The Confirmation Order shall constitute a judicial determination and shall provthat each term and provision of this Plan, as it may have been altered or interpreted in accordance 3 the foregoing, is: (i) valid and enforceable pursuant to its terms; (ii) integral to this Plan and may 4 be deleted or modified without the Debtors’ or Reorganized Debtors’ consent, as applicable; (iii) nonseverable and mutually dependent. 5 L. Votes Solicited in Good Faith 6 Upon entry of the Confirmation Order, the Debtors will be deemed to have solicited votes7 this Plan in good faith and in compliance with section 1125(g) of the Bankruptcy Code, and pursuto section 1125(e) of the Bankruptcy Code, the Debtors and each of their respective Affiliates, age8 representatives, members, principals, shareholders, officers, directors, employees, advisors, 9 attorneys will be deemed to have participated in good faith and in compliance with the BankrupCode in the offer, issuance, sale, and purchase of securities offered and sold under this Plan and 10 previous plan, and, therefore, neither any of such parties or individuals or the Reorganized Debtwill have any liability for the violation of any applicable law, rule, or regulation governing 11 solicitation of votes on this Plan or the offer, issuance, sale, or purchase of the securities offered sold under this Plan and any previous plan. 12 13 M. Governing Law 14 Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Cand Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of Califor15 without giving effect to the principles of conflict of laws, shall govern the rights, obligaticonstruction, and implementation of this Plan, any agreements, documents, instruments, or contr16 executed or entered into in connection with this Plan (except as otherwise set forth in those agreemein which case the governing law of such agreement shall control), and corporate governance matt17 provided, however, that corporate governance matters relating to the Debtors or the Reorgani18 Debtors, as applicable, not incorporated in California shall be governed by the laws of the stateincorporation or formation of the relevant Debtor or the Reorganized Debtors, as applicable. 19 N. Waiver or Estoppel 20 Each Holder of a Claim or an Interest shall be deemed to have waived any right to assert 21 argument, including the right to argue that its Claim or Interest should be Allowed in a certain amo22 in a certain priority, secured or not subordinated by virtue of an agreement made with the Debtortheir counsel, or any other Entity, if such agreement was not disclosed in this Plan, the Disclos23 Statement, or papers Filed with the Bankruptcy Court prior to the Confirmation Date. 24 O. Closing of These Chapter 11 Cases 25 The Reorganized Debtors shall, promptly after the full administration of these ChapterCases, File with the Bankruptcy Court all documents required by Bankruptcy Rule 3022 and 26 applicable order of the Bankruptcy Court to close the Chapter 11 Cases. One or more of the Cha27 11 Cases shall remain open until the Liquidating Trust Causes of Action have been fully adjudicat

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1 Dated: January 15, 2021 Respectfully submitted, SIDLEY AUSTIN LLP 2 /s/ Samuel A. Newman 3 Samuel A. Newman 4 Charles M. Persons 5 Attorneys for Debtors and Debtors in Possession 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27