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Full title: Amended Notice Regarding Amended Notice of Redline of Exhibit "E" to the Debtors' Plan Supplement (RE: related document(s)1035 Notice of Filing of Plan Supplement in Connection with the Fourth Amended Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc. and Its Debtor Affiliates Dated Dec. 1, 2020 (RE: related document(s)846 Fourth Amended Joint Chapter 11 Plan ). (Attachments: # 1 Exhibit A - Org Chart)). Filed by Debtor Wave Computing, Inc. (Attachments: # 1 Exhibit A # 2 Exhibit B # 3 Exhibit C # 4 Exhibit D # 5 Exhibit E # 6 Exhibit F # 7 Exhibit G # 8 Exhibit H # 9 Exhibit I # 10 Exhibit J # 11 Exhibit K thru O # 12 Exhibit P), 1047 Notice of Filing of Second Plan Supplement in Connection With the Fourth Amended Joint Chapter 11 Plan of Reorganizartion for Wave Computing, Inc., and Its Debtor Affiliates Dated Dec. 1, 2020 (RE: related document(s)846 Fourth Amended Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc. and Its Debtor Affiliates, 1035 Notice of Filing of Plan Supplement in Connection with the Fourth Amended Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc. and Its Debtor Affiliates Dated Dec. 1, 2020 ). Filed by Debtor Wave Computing, Inc. (Attachments: # 1 Exhibit E - Liquidating Trust Agreement # 2 Exhibit Q - Kors Resume), 1067 Notice Regarding Notice of Redline of Exhibit "E" To The Debtors' Plan Supplement (RE: related document(s)846 Fourth 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) 816 Amended Chapter 11 Plan ). (Attachments: # 1 Exhibit A - Org Chart), 1035 Notice of Filing of Plan Supplement in Connection with the Fourth Amended Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc. and Its Debtor Affiliates Dated Dec. 1, 2020 (RE: related document(s)846 Fourth Amended Joint Chapter 11 Plan ). (Attachments: # 1 Exhibit A - Org Chart)). Filed by Debtor Wave Computing, Inc. (Attachments: # 1 Exhibit A # 2 Exhibit B # 3 Exhibit C # 4 Exhibit D # 5 Exhibit E # 6 Exhibit F # 7 Exhibit G # 8 Exhibit H # 9 Exhibit I # 10 Exhibit J # 11 Exhibit K thru O # 12 Exhibit P), 1047 Notice of Filing of Second Plan Supplement in Connection With the Fourth Amended Joint Chapter 11 Plan of Reorganizartion for Wave Computing, Inc., and Its Debtor Affiliates Dated Dec. 1, 2020 (RE: related document(s)846 Fourth Amended Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc. and Its Debtor Affiliates, 1035 Notice of Filing of Plan Supplement in Connection with the Fourth Amended Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc. and Its Debtor Affiliates Dated Dec. 1, 2020 ). Filed by Debtor Wave Computing, Inc. (Attachments: # 1 Exhibit E - Liquidating Trust Agreement # 2 Exhibit Q - Kors Resume)). Filed by Debtor Wave Computing, Inc.). Filed by Debtor Wave Computing, Inc. (Hoffman, Juliana) (Entered: 01/16/2021)

Document posted on Jan 15, 2021 in the bankruptcy, 64 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Notwithstanding the foregoing, if on the Effective Date, the TrustManager determines that anyof the Liquidating Trust Assets cannot be transferred to the WaveComputing Liquidating Trust or deems it impractical to do so, for any reason, for example,because the Wave Computing Liquidating Trust has not yet established accounts for thepurpose of holding Cash or because of a restriction on transferability under applicable non-bankruptcy law that is not superseded by section 1123 of the Bankruptcy Code or any otherprovision of the Bankruptcy Code: (i) Subject to clause (ii) of this Section 2.5(b), the ReorganizedDebtors (each a “Liquidating Trust Bailee”) shall continue to hold such Liquidating TrustAssets, as bailee for the account of the Wave Computing Liquidating Trust, and the TrustManager shall be deemed to have been designated as a representative of the Debtors pursuantto section 1123(b)(3)(B) of the Bankruptcy Code to enforce and pursue such Liquidating TrustAssets on behalf of the Debtors until such time as the Wave Computing Liquidating Trustinforms the Liquidating Trust Bailee that the Wave Computing Liquidating Trust may receivesuch Liquidating Trust Assets, whereupon such Liquidating Trust Assets shall be promptlytransferred to the Wave Computing Liquidating Trust; provided that the proceeds of the sale orother disposition of any such assets retained by a Liquidating Trust Bailee shall nevertheless bedeemed to constitute Liquidating Trust Assets, and to likewise be held by Liquidating TrustBailee, and be turned over as soon as practicable to the Wave Computing Liquidating Trust12 pursuant to this Agreement as if such transfer had not been restricted under applicable non-bankruptcy law; and (ii) the Trust Manager shall use commercially reasonable efforts topromptly cause the transfer of such Liquidating Wave Computing Liquidating Trust, after satisfaction of all otherobligations or liabilities of the Wave Computing Liquidating Trust incurred or assumed inaccordance with the Plan Documents, after the Wave Computing Liquidating Trust has madethe maximum distribution of Distributable Trust Assets to the Beneficiaries to the extentreasonably practicable, and after the affairs of the Wave Computing Liquidating Trust havebeen finally wound up and concluded in accordance with the provisions of Section 11.1 hereofand section 3808 of the Trust Act, there shall remain any Liquidating Trust Assets, the WaveComputing Liquidating Trust shall distribute such remaining Liquidating Trust Assets to one ormore organizations, selected by the Trust Manager after consultation with the Liquidating TrustAdvisory Board, described in section 501(c)(3) of the Tax Code and exempt from U.S. federalincome tax under section 501(a) of the Tax Code.Except as otherwise set forth in this Agreement, thePlan or the Confirmation Order, the Trust Manager is hereby authorized to perform those actsnecessary or desirable to accomplish the purposes of the Wav

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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, Suite 2000 11 Dallas, TX 75201 Telephone: 214.981.3300 12 Facsimile: 214.981.3400 13 Attorneys for Debtors and Debtors in Possession 14 UNITED STATES BANKRUPTCY COURT 15 NORTHERN DISTRICT OF CALIFORNIA 16 SAN JOSE DIVISION 17 18 In re: ) Case No. 20-50682 (MEH) ) 19 WAVE COMPUTING, INC., et al., ) Chapter 11 (Jointly Administered) ) 20 Debtors.1 ) NOTICE OF AMENDED REDLINE OF ) EXHIBIT “E” TO THE DEBTORS’ PLA 21 ) SUPPLEMENT ) 22 ) Related to Docket Nos.: 846, 1035, 1047, 10 ) 23 ) ) 24 ) 25 26 27 1 The Debtors in these chapter 11 cases are Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, IWave Computing (UK) Limited, Imagination Technologies, Inc., Caustic Graphics, Inc., and M

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1 TO THE HONORABLE M. ELAINE HAMMOND, THE OFFICE OF THE UNITED 2 STATES TRUSTEE, THE DEBTORS AND ALL INTERESTED PARTIES: 3 PLEASE TAKE NOTICE that on December 1, 2020, Wave Computing, Inc. (“Wave”) 4 its debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”) filed its Fo 5 Amended Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc. and its Debtor Affili6 (as may be further amended, modified, or supplemented from time to time, the “Plan”) [Docket 7 8 846]. 9 PLEASE TAKE FURTHER NOTICE that, in accordance with the terms of the Plan, 10 Debtors filed the original Plan Supplement on January 11, 2021 [Docket No. 1035], and on Janu11 12, 2021, the Debtors filed a second Plan Supplement [Docket No. 1047] (the “Second P12 Supplement”), which included, inter alia, an initial form of Liquidating Trust Agreement (as may13 further amended, supplement or modified from time to time, the “Liquidating Trust Agreement”). 14 PLEASE TAKE FURTHER NOTICE that on January 15, 2021, the Debtors filed a revi15 16 Liquidating Trust Agreement with a notice of redline (the “Notice of Redline”), which inadverte17 attached the incorrect redline of the Liquidating Trust Agreement [Docket No. 1067]. 18 PLEASE TAKE FURTHER NOTICE that attached hereto as Exhibit 1 is a redl19 reflecting changes between the Liquidating Trust Agreement filed as part of the Sec20 Plan Supplement [Docket No. 1045] and the revised Liquidating Trust Agreement filed on Janu21 15, 2021 [Docket No. 1067]. 22 23 PLEASE TAKE FURTHER NOTICE that the Liquidating Trust Agreement remains sub24 to further review, negotiations, clarifications, and modifications in a manner consistent with the P25 and Plan Bid. 26 PLEASE TAKE FURTHER NOTICE that the Debtors accordingly reserve the right27 further amend the Plan Supplement in a manner consistent with the Plan and Plan Bid.

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1 PLEASE TAKE FURTHER NOTICE that copies of the pleadings and other docum2 referenced herein can be viewed and/or obtained (i) by accessing the Bankruptcy Court’s websit3 https://www.canb.uscourts.gov/; or (ii) free of charge from the Debtors’ notice and claims ag 4 Donlin Recano, & Company at https://www.donlinrecano.com/Clients/wave/Dockets. 5 // 6 // 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

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

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1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

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1 EXHIBIT 1 2 AMENDED REDLINE OF THE LIQUIDATING TRUST AGREEMENT 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

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THE WAVE COMPUTING LIQUIDATING TRUST AGREEMENT BY AND AMONG THE TRUST MANAGER, THE LIQUIDATING TRUST ADVISORY BOARD, THE DELAWARE TRUSTEE WAVE COMPUTING, INC. MIPS TECH, INC. HELLOSOFT, INC. WAVE COMPUTING (UK) LIMITED IMAGINATION TECHNOLOGIES, INC. CAUSTIC GRAPHICS, INC. AND MIPS TECH, LLC As of January [●], 2021

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TABLE OF CONTENTS Page Article I DEFINITIONS 2 1.1 Definitions Incorporated from the Plan 2 1.2 Other Definitions 2 1.3 Meanings of Other Terms 79 Article II CREATION OF WAVE COMPUTING LIQUIDATING TRUST 89 2.1 Creation of Trust 89 2.2 Purpose of Wave Computing Liquidating Trust 89 2.3 Status of Wave Computing Liquidating Trust 810 2.4 Retention of Professionals 1011 2.5 Transfer of Liquidating Trust Assets and Rights to the Wave ComputingLiquidating Trust 1011 2.6 Title to Liquidating Trust Assets 1214 2.7 Valuation 1214 2.8 No Reversion to Debtors; Distribution of Remaining Assets 13142.9 Fiscal Year 1314 2.10 Insurance 1315 2.11 Wave Computing Liquidating Trust Books and Records 13152.12 No Interest or Accruals 1415 Article III INTERESTS IN THE TRUST 1416 3.1 Interests 1416 3.2 Interests in Satisfaction of Claims 1516 3.3 Evidence of Interests 1517 3.4 Rights of Beneficiaries 1517 3.5 Interest Beneficial Only 1618 3.6 Conflicting Claims 1618 3.7 Beneficiary Liability to Third Persons 1618 3.8 Actions in the Right of the Wave Computing Liquidating Trust 1718Article IV DISTRIBUTIONS TO BENEFICIARIES 1718 4.1 Distributions 1718 4.2 Distribution Record Date; Distributions 1820 4.3 Withholding and Reporting Requirements 1921 4.4 Disbursing Agent 2022 4.5 Incurrence of Debt 2022 4.6 Distributions in Respect of Disputed General Unsecured Claims 2022Article V DUTIES AND POWERS OF THE TRUST MANAGER 2122 5.1 Trust Manager 2122 5.2 Powers of Trust Manager 2123 5.3 General Authority of the Trust Manager 2325 5.4 Limitation of Trust Manager’s Authority; No On-Going Business 23265.5 Investment and Safekeeping of Liquidating Trust Assets 2426

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5.6 Compensation 2427 5.7 Termination 2527 5.8 No Bond 2527 5.9 Removal 2527 5.10 Resignation 2527 5.11 Appointment of Successor Trust Manager 2527 5.12 Continuity 2528 5.13 Interests of Holders of Class A Interests Paramount 2528Article VI LIQUIDATING TRUST ADVISORY BOARD 2628 6.1 General 2628 6.2 Liquidating Trust Advisory Board Membership 2628 6.3 Compensation 2729 6.4 Authority 2730 6.5 Rights and Powers of the Liquidating Trust Advisory Board 27306.6 Duties; Standard of Care 2830 Article VII OPERATION OF THE WAVE COMPUTING LIQUIDATING TRUST 28317.1 Prohibited Activities 2831 7.2 Trust Administration Reserve 2931 7.3 Reporting and Access to Information 2932 7.4 Liquidating Trust Agents 3033 7.5 Disputed General Unsecured Claims Reserve 3033 Article VIII DELAWARE TRUSTEE 3033 8.1 Appointment 3133 8.2 Powers 3133 8.3 Compensation 3336 8.4 Duration and Replacement 3336 Article IX TAX MATTERS 3436 9.1 Tax Treatment 3436 9.2 Tax Reporting 3437 9.3 Tax Payment 3538 Article X LIMITATION OF LIABILITY AND INDEMNIFICATION 3638 10.1 Limitation of Liability 3638 10.2 Indemnification 3740 Article XI DURATION OF THE WAVE COMPUTING LIQUIDATING TRUST 384111.1 Duration 3841 11.2 Post-Termination 3942 11.3 Destruction of Books and Records 3942 11.4 Discharge 3942 Article XII MISCELLANEOUS PROVISIONS 3942 ii \\LA - 767747/000001 - 2078728 v13

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12.1 Governing Law 4043 12.2 Jurisdiction 4043 12.3 Severability 4043 12.4 Notices 4043 12.5 Headings 4144 12.6 Plan Documents 4144 12.7 Confidentiality 4144 12.8 Entire Agreement 4245 12.9 Named Party 4245 12.10 Amendment 4245 12.11 Counterparts 4346 iii \\LA - 767747/000001 - 2078728 v13

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THE WAVE COMPUTING LIQUIDATING TRUST AGREEMENT This Wave Computing Liquidating Trust Agreement (this “Agreement”), executed as of[●] and effective as of February [●], 2021, is entered into by and among Wave Computing, Inc. (“Wave”), MIPS Tech, Inc., Hellosoft, Inc., Wave Computing (UK) Limited, ImaginationTechnologies, Inc., Caustic Graphics, Inc. and MIPS Tech, LLC (each as a ReorganizedDebtor, and collectively, the “Debtors”), [●], as Delaware Trustee, [●] as Trust Manager, andthe Liquidating Trust Advisory Board Members whose names appear as such on the signaturepage to this Agreement, to establish a liquidating trust (the “Liquidating Trust”) pursuant to theFifth Amended Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc. and itsDebtor Affiliates [Docket No. [●]] (as amended, supplemented, or modified from time to time,the “Plan”). RECITALS A. WHEREAS, on April 27, 2020, each of the Debtors filed a voluntary petition forrelief under chapter 11 of Title 11 of the United States Code (the “Bankruptcy Code”) in theUnited States Bankruptcy Court for the Northern District of California (the “BankruptcyCourt”). B. WHEREAS, on May 18, 2020, the United States Trustee appointed the OfficialCommittee of Unsecured Creditors of Wave. (the “Committee”) pursuant to section 1102(a)(1)of the Bankruptcy Code. C. WHEREAS, on December 1, 2020, the Debtors, the Committee and TallwoodTechnology Partners LLC filed the Plan. D. WHEREAS, on February [●], 2021, the Bankruptcy Court entered an order[Docket No. ●] (the “Confirmation Order”) confirming the Plan, which became effective onFebruary [●], 2021 (the “Effective Date”). The Plan provides for the establishment of thisliquidating trust (the “Wave Computing Liquidating Trust”) as of the Effective Date. E. WHEREAS, the Confirmation Order provides for the appointment of theTrustees as trustees of the Wave Computing Liquidating Trust, and the Plan and thisAgreement provide for the appointment as necessary of any successor Trustees of the WaveComputing Liquidating Trust. F. WHEREAS, the Wave Computing Liquidating Trust is established for thebenefit of the Holders of Class 5 Claims (General Unsecured Claims) (other than Holders ofGeneral Unsecured Claims that are Tax Claims not entitled to priority) and Class 3 Claims(Tallwood Claims) that are entitled to receive the payment or distribution under the Plan ofproperty or interests in property of the Debtors from the Wave Computing Liquidating Trust inaccordance with the terms of the Plan, the Confirmation Order and this Agreement(collectively, the “Beneficiaries”). G. WHEREAS, the Wave Computing Liquidating Trust is established for thepurpose of collecting, holding, administering, distributing, and liquidating the Liquidating TrustAssets for the benefit of the Beneficiaries in accordance with the terms and conditions of this

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Agreement, the Plan and the Confirmation Order and with no objective to continue or engagein the conduct of a trade or business, except to the extent necessary to, and consistent with, thePlan and the Confirmation Order and liquidating purpose of the Wave Computing LiquidatingTrust. H. WHEREAS, pursuant to the Plan, the Debtors, the Wave ComputingLiquidating Trust, Trustees, and Beneficiaries are required to treat, for all United States federalincome tax purposes, the transfer of the Liquidating Trust Assets to the Wave ComputingLiquidating Trust as a transfer of the Liquidating Trust Assets (other than the Liquidating TrustAssets allocable to the Disputed General Unsecured Claims Reserve) by the Debtors to theBeneficiaries in satisfaction of their Allowed Claims, followed by a transfer of the LiquidatingTrust Assets (other than the Liquidating Trust Assets allocable to the Disputed GeneralUnsecured Claims Reserve) by the Beneficiaries to the Wave Computing Liquidating Trust inexchange for the beneficial interest herein, and to treat the Beneficiaries as the grantors andowners of the Liquidating Trust Assets (other than the Liquidating Trust Assets allocable to theDisputed General Unsecured Claims Reserve) for United States federal income tax purposes. I. WHEREAS, pursuant to the Plan, the Wave Computing Liquidating Trust isintended to qualify as a “liquidating trust” within the meaning of section 301.7701-4(d) of theTreasury Regulations and as a “grantor trust” pursuant to sections 671-677 of the InternalRevenue Code (the “Tax Code”) for United States federal income tax purposes, with theBeneficiaries treated as the grantors and owners of the Liquidating Trust Assets (other than theLiquidating Trust Assets allocable to the Disputed General Unsecured Claims Reserve). J. WHEREAS, in accordance with the Plan, and pursuant to section 1145 of theBankruptcy Code, the Wave Computing Liquidating Trust is further intended to be exemptfrom the requirements of (i) the Securities Act of 1933, as amended (the “Securities Act”), andany applicable state and local laws requiring registration of securities, and (ii) the InvestmentCompany Act of 1940, as amended, (the “Investment Company Act”), pursuant to sections 7(a)and 7(b) of the Investment Company Act. NOW, THEREFORE, in accordance with the Plan and the Confirmation Order, and inconsideration of the premises, and the mutual covenants and agreements of the Partiescontained in the Plan and herein, and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged and affirmed, the Parties agree and declare asfollows: ARTICLE I DEFINITIONS 1.1 Definitions Incorporated from the Plan. Other than the terms defined below orelsewhere in this Agreement, capitalized terms shall have the meaning assigned to them in the. Plan, or the Confirmation Order, as applicable. 1.2 Other Definitions. 2

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(a) “Agreement” has the meaning assigned in the Preamble. (b) “Beneficiaries” has the meaning assigned in the Recitals. (c) “Cause” means, with respect to any Liquidating Trust Advisory Boardmember or the Trust Manager: (i) such person’s conviction of a felony or any other crime involvingmoral turpitude; or (ii) any act or failure to act by such person involving actualdishonesty, fraud, misrepresentation, theft or embezzlement; or(iii) such person’s willful and repeated failure to substantially performhis/her duties under this Agreement and the Trust Act, following such person having receivedwritten notice from the Trust Manager or the majority of the Liquidating Trust Advisory Boardsetting out the events giving rise to such Cause and a 10-day period to commence curing suchCause provided such person continues to diligently pursue such cure; or(iv) such person’s incapacity, such that s/he is unable to substantiallyperform his/her duties under this Agreement and the Trust Act for more than ninety (90)consecutive days. (d) “Cause(s) of Action” means any Claims, interests, damages, remedies,causes of action, demands, rights, actions, suits, obligations, liabilities, accounts, defenses,offsets, powers, privileges, licenses, Liens, indemnities, guaranties, and franchises of any kindor character whatsoever, whether known or unknown, foreseen or unforeseen, existing orhereinafter arising, contingent or non-contingent, liquidated or unliquidated, secured orunsecured, assertable, directly or derivatively, matured or unmatured, suspected or unsuspected,in contract, tort, law, equity, or otherwise. Causes of Action also include: (i) all rights of setoff,counterclaim, or recoupment; (ii) claims under contracts or for breaches of duties imposed bylaw; (iii) the right to object to or otherwise contest Claims or Interests; (iv) claims pursuant tosections 362, 510, 542, 543, 544 through 550, or 553 of the Bankruptcy Code; (v) such claimsand defenses as fraud, mistake, duress, and usury, and any other defenses set forth in section558 of the Bankruptcy Code; and (vi) any claim under any state or foreign law, including,without limitation, any fraudulent transfer or similar claim. (de) “Certificate of Trust” means the certificate of trust of the WaveComputing Liquidating Trust as required by sections 3810 of the Trust Act, substantially in theform set forth in Exhibit A to this Agreement, and filed in connection with the formation of theWave Computing Liquidating Trust. (f) “CIP Settlement Proceeds” means the Cash proceeds of any royaltyprepayment that the Debtors or Reorganized Debtors may receive pursuant to a potentialagreement between the Debtors or Reorganized Debtors, as applicable, and CIP United Co.,Ltd. and Prestige Century Investments Limited pursuant to which (i) the Reorganized Debtors3

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assume certain Executory Contracts with and CIP United Co., Ltd. and/or Prestige CenturyInvestments Limited with a Cure in the amount of $0.00; and (ii) the Debtors or ReorganizedDebtors, as applicable, become entitled to a prepayment from and CIP United Co., Ltd. andPrestige Century Investments Limited of the royalties or license fees arising under suchassumed Executory Contracts. (eg) “Class A Interest” means an Interest, the holder of which is entitled toreceive distributions pursuant to Sections 4.1(b), 4.1(c), 4.1(d)(i) and 4.1(d)(ii). (fh) “Class A Percentage Interest” means with respect to Class A Interests, asof any date, the percentage interest of each holder of a Class A Interest, which percentageinterest shall be calculated as a fraction, expressed as a percentage, the numerator of which isthe amount of the Allowed General Unsecured Claim in respect of which such Class A Interestis held and the denominator of which is the aggregate amount of Allowed General UnsecuredClaims in respect of which Class A Interests are held (including those deemed held by theDisputed General Unsecured Claims Reserve). (gi) “Class B Interest” means an Interest, the holder of which is entitled toreceive distributions pursuant to Section 4.1(d)(iiii). (hj) “Class B Percentage Interest” means with respect to Class B Interests,the percentage interest of each holder of a Class B Interest, determined as the portion of theClass B Interest held by such holder divided by the aggregate Class B Interest. (ik) “Confidentiality Parties” has the meaning assigned in Section 12.7. (jl) “Confirmation Order” has the meaning assigned in the preamble. (km) “Covered Parties” has the meaning assigned in Section 10.2. (ln) “D&O Claim” means all Claims and Causes of Action, if any, held bythe Debtors and their respective estates against any current and former directors or officers ofany of the Debtors, in their respective capacities as such. (mo) “D&O Liability Insurance Policy” means any directors’ and officers’liability insurance policy purchased by the Debtors for its directors and officers, including,without limitation, liability insurance policy number 8255-6526 issued by Federal InsuranceCompany to Wave. (np) “Debtors” has the meaning assigned in the Preamble. (oq) “Delaware Trustee” means [●], not in its individual capacity, but solelyas trustee, or its successor in such capacity, which is appointed in accordance with thisAgreement to comply with the requirement of section 3807 of the Trust Act. 4

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(pr) “Disbursing Agent” means any agent appointed or engaged by the TrustManager or the Wave Computing Liquidating Trust on behalf of the Wave ComputingLiquidating Trust. (qs) “Disputed General Unsecured Claim” means a General Unsecured Claim(or portion thereof) (i) that is neither an Allowed Claim nor a Disallowed Claim; (ii) that islisted on the Schedules as “disputed”; or (iii) for which a timely objection to such Claim hasbeen Filed, which objection has not been withdrawn or determined pursuant to a Final Order. (rt) “Disputed General Unsecured Claims Reserve” means the reserveestablished and maintained by the Wave Computing Liquidating Trust for holders of DisputedGeneral Unsecured Claims against the Debtors that are subsequently Allowed and entitled todistributions. (su) “Distributable Trust Assets” means Cash constituting Liquidating TrustAssets, other than Cash in an amount (xi) as of the date hereof equal to $1 million or (yii) afterthe date hereof determined by the Trust Manager, in each case allocated to the TrustAdministration Reserve. (tv) “Distribution Record Date” means a date selected by the Trust Managerpreceding each Trust Distribution Date, as the record date for determining Beneficiariesentitled to participate in the distribution on such Trust Distribution Date of Other DistributableTrust Assets. (w) “Excess General Unsecured Claim Amount” means the amount of theAllowed General Unsecured Claims that, on the Effective Date, exceeds the balance of theGUC Loan, which amount shall accrue interest at the Federal Judgment Rate. (ux) “Federal Judgment Rate” means 0.17% (the federal judgment rate ineffect on April 27, 2020). (vy) “Fiscal Year” means any fiscal year of the Wave Computing LiquidatingTrust, as provided in Section 2.9. (wz) “General Unsecured ClaimClaim(s)” means any Claim other than anAdministrative Expense Claim, a De Minimis Unsecured Claim, a Priority Claim, a TallwoodClaim, a Secured Tax Claim, an Other Secured Claim, a Series E Section 510(b) Claim, aSeries D Section 510(b) Claim, or an Intercompany Claim. For purposes of this Agreementtheavoidance of doubt, Tax Claims not entitled to priority are not “General Unsecured Claims”entitled to receive Class A Interests. (xaa) “‘GUC Accounts Receivable Proceeds” means, in the first $7.2millionevent of a Restructuring, $7,200,000 of Cash collected by the Debtors (or ReorganizedDebtors, as applicable, on or after [account of accounts receivable comprised of (i) the first5

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$4,100,000 collected on or after January 1]15, 2021,1 which shall be transferred to the WaveComputing Liquidating Trust in accordance with the terms of the Planon the Effective Date;plus (ii) an additional $3,100,000 collected on or before December 31, 2021, which shall betransferred to the Liquidating Trust any time on or before December 31, 2021. (ybb) “‘GUC Accounts Receivable Proceeds Distributable Trust Assets”means Cash comprising payments of ‘GUC Accounts Receivable Proceeds other than Cashretained by the Trust Manager in the Trust Administration Reserve. (cc) “GUC Loan” means a new secured loan and security agreement amongthe Liquidating Trust Manager as the lender, Reorganized Wave as the borrower, and each ofthe other Reorganized Debtors as guarantors in the aggregate principal amount of$36,000,000.00 subject to the terms and conditions set forth in the Plan. (zdd) “GUC NoteLoan Distributable Trust Assets” means Cash comprisingpayments of principal and interest made by the Reorganized Debtors under the GUC NoteLoan,including CIP Settlement Proceeds, if applicable, other than Cash retained by the TrustManager as the Liquidating Trust Expense Advance. (aaee) “GUC NoteLoan Distribution Record Date” means the later of (i) thedate in each quarter upon which payment of principal and interest is due from the ReorganizedDebtors in accordance with the terms of the GUC NoteLoan or (ii) the date upon which thepayment of principal and interest referenced in sub-section (i) is actually received by the WaveComputing Liquidating Trust. (bbff) “Initial Liquidating Trust Advisory Board Members” means the personsnamed on the signature page hereof: [●], [●], and [●]. (ccgg) “Interest” has the meaning assigned in Section 3.1(a) and shall includeClass A Interests and Class B Interests. (ddhh) “Liquidating Trust Advisory Board” means the 3-member committeeappointed to consult with the Trust Manager regarding the affairs of the Wave ComputingLiquidating Trust and to perform such other duties as are provided in this Agreement. (eeii) “Liquidating Trust Advisory Board Member” means each initialLiquidating Trust Advisory Board Member whose name appears as such on the signature pageto this Agreement and any member of the Liquidating Trust Advisory Board subsequentlyappointed pursuant to Section 6.2(f). (ffjj) “Liquidating Trust Agents” means the advisors, professionals and otheragents, of the Wave Computing Liquidating Trust appointed or engaged by the Wave1 [NTD. Date to be discussed.] Must include the Nautech receivables. 6

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Computing Liquidating Trust or the Trust Manager in accordance with the provisions of thisAgreement. (ggkk) “Liquidating Trust Assets” means (i) the GUC NoteLoan, (ii) theTransferred Causes of Action, (iii) all Cash and non-Cash assets held in the TrustAdministration Reserve or otherwise, (iv) if transferred to the Liquidating Trust, any D&OLiability Insurance Policies or proceeds thereof, (v) the proceeds in Cash of the ‘GUCAccounts Receivable Proceeds, and (vi) any other assets to which the Liquidating Trust mayfrom time to time become entitled. (hhll) “Liquidating Trust Bailee” has the meaning assigned in Section 2.5(b)(i). (imm) “Liquidating Trust Expenses” means all actual and necessary costs andexpenses incurred by the Wave Computing Liquidating Trust and the Trust Manager inconnection with the administration of the Liquidating Trust, including in connection with thematters set forth in Section 7.2(a), pursuant to the terms of the Plan and this Agreement. (iinn) “Liquidating Trust Expense Advance” means, collectively, (i) anyamount of the ‘GUC Accounts Receivable Proceeds retained as an advance against LiquidatingTrust Expenses and (ii) an amount, not to exceed $3 million in aggregate of payments receivedunder the GUC NoteLoan, in each case which the Trust Manager may use as an advanceagainst Liquidating Trust Expenses with Majority Consent of the Liquidating Trust AdvisoryBoard. (jjoo) “Majority Consent” means the affirmative consent of a majority of themembers constituting the whole Liquidating Trust Advisory Board whether by a meeting inperson or by written consent in lieu of a meeting (either of which may be done electronically),or if at the time there shall be only one member of the Liquidating Trust Advisory Board, theconsent of such member. Any action that requires the consent of the Liquidating TrustAdvisory Board shall be by Majority Consent unless otherwise provided herein. (kkpp) “Material Action” means each of the following: (i) the filing of any complaint or arbitration demand in respect ofany Claim or Cause of Action held by the Wave Computing Liquidating Trust;(ii) the settlement, dismissal, abandonment, sale, transfer orassignment of any Claim or Cause of Action held by the Wave Computing Liquidating Trust;(iii) the selection and engagement of any material legal, financial,accounting, investment, auditing, experts, and other advisors and professionals as the WaveComputing Liquidating Trust requires; (iv) entry into any contingency fee agreement or litigation fundingagreement in connection with any Cause of Action in respect of any Transferred Cause ofAction; 7

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(v) any borrowing pursuant to Section 4.5; (vi) whether any principal payments on the GUC NoteLoan, in anaggregate amount not to exceed $3 million, may be used as a Liquidating Trust ExpenseAdvance; (vii) whether to make any distribution to Beneficiaries of Other TrustDistributable Assets or retain such Other Trust Distributable Assets in the Trust AdministrationReserve; (viii) whether to sell, transfer or assign the GUC NoteLoan;(ix) whether to accept prepayment of the GUC NoteLoan for adiscounted amount; and (x) entry into an amendment, supplement or modification of theGUC NoteLoan or the Effective Date Intercreditor Agreement, other than any amendment,supplement or modification that cures any ambiguity, omission, mistake, defect orinconsistency. (llqq) “Other Distributable Trust Assets” means Distributable Trust Assetsother than (i) GUC NoteLoan Distributable Trust Assets and (ii) InitialGUC AccountsReceivable Proceeds Distributable Trust Assets. (mmrr)“Permissible Investments” has the meaning assigned in Section 5.5. (nnss) “Plan Documents” means, collectively, the Plan, the Confirmation Order,and those material documents executed or to be executed in order to consummate thetransactions under the Plan, including this Agreement and the other documents listed in thePlan Supplement. (oott) “Privileges” has the meaning assigned in Section 2.5(d). (uu) “Reorganized Debtors” means, at the discretion of the Plan Co-Proponents, either (i) Wave, as reorganized pursuant to and under the Plan, or (ii) a newly-created holding company, which shall own each of the other Reorganized Debtors. (ppvv) “Tax Authority” means a federal, state, local, or foreign government, oragency, instrumentality, or employee thereof, court or other body (if any) charged with theadministration of any law relating to Taxes. (qqww) “Tax Code” has the meaning assigned in the Recitals. (rrxx) “Tax Return” means a return, declaration, form, election, letter, report,statement, estimate, information return, or other information filed or required to be filed with8

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respect to any Taxes, including any schedule or attachment thereto or amendment thereof,including with respect to any claim for a Tax refund. (ssyy) “Taxes” means all (i) federal, state, local, or foreign taxes, including,without limitation, all net income, alternative minimum, net worth or gross receipts, capital,value added, franchise, profits, estimated, property, transfer and sales or use taxes, and (ii)interest, penalties, fines, additions to tax or additional amounts imposed by any Tax Authorityor paid in connection with any item described in clause (i) hereof. (ttzz) “Transferred Causes of Action” means each Cause of Action (other thanthe right to object to or otherwise contest Claims or Interests, including those that shall vest inthe Reorganized Debtors pursuant to the Plan) of the Debtors and the Estates and AvoidanceActions that are not released or waived pursuant to the Plan. (iaaa) “Trust Act” means, the Delaware Statutory Trust Act, 12 Del. C. § 3801et seq., as the same may from time to time be amended, or any successor statute. (uubbb) “Trust Administration Reserve” has the meaning assigned inSection 7.2(b). (vvccc)“Trust Distribution Date” means any date, as determined by the TrustManager, on which the Wave Computing Liquidating Trust makes a distribution ofDistributable Trust Assets to Beneficiaries. (wwddd) “Trust Manager” means Robert Kors, as the trustee of the WaveComputing Liquidating Trust having primary responsibility for the Wave ComputingLiquidating Trust, as provided in Article V, or any successor appointed in accordance with thisAgreement. (xxeee) “Trustees” means the Trust Manager and the Delaware Trustee. (yyfff) “Wave Computing Liquidating Trust” has the meaning assigned in theRecitals. 1.3 Meanings of Other Terms. Except where the context otherwise requires, wordsimporting the masculine gender include the feminine and the neutral, if appropriate; wordsimporting the singular number shall include the plural number and vice versa; and wordsimporting persons shall include firms, associations, corporations and other entities. Allreferences herein to Articles, Sections and other subdivisions, unless referring specifically tothe Plan or provisions of the Bankruptcy Code; the Bankruptcy Rules; the Tax Code; or otherlaw, statute or regulation, refer to the corresponding Articles, Sections and other subdivisionsof this Agreement, and the word “herein,” “hereof,” “hereunder” and words of similar importrefer to this Agreement as a whole and not to any particular Article, Section or subdivision ofthis Agreement. The term “include” and “including,” and variations thereof, shall mean“including, without limitation.” 9

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ARTICLE II CREATION OF WAVE COMPUTING LIQUIDATING TRUST 2.1 Creation of Trust. (a) The Wave Computing Liquidating Trust shall be deemed to have beencreated effective as of the occurrence of both (i) the filing of the Certificate of Trust with theSecretary of State of the State of Delaware (the “Delaware Secretary of State”) and (ii) theEffective Date. (b) The Wave Computing Liquidating Trust shall bear the name “WaveComputing Liquidating Trust” and the Trust Manager may, in connection with the exercise ofits powers and duties hereunder, either use this name or such variation thereof as he or she maydeem appropriate. (c) The Trustees of the Trust shall be the Delaware Trustee and the TrustManager. 2.2 Purpose of Wave Computing Liquidating Trust. (a) The Wave Computing Liquidating Trust is established for the purpose ofliquidating and distributing the Liquidating Trust Assets in accordance with Treas. Reg. §301.7701-4(d) and Revenue Procedure 94-45, 199402 C.B. 684, with no objective to continueor engage in the conduct of a trade or business, except to the extent reasonably necessary to,and consistent with, its liquidating purpose hereunder. (b) This Agreement is intended to create a trust and a trust relationship andto be governed and construed in all respects as a trust. The Wave Computing Liquidating Trustis not intended to be, and shall not be deemed to be or treated as, a general partnership, limitedpartnership, joint venture, corporation, joint stock company or association, nor shall any of theTrustees or the Beneficiaries, for any purpose be, or be deemed to be or be treated in any waywhatsoever to be, liable or responsible hereunder as partners or joint venturers. The relationshipof the Beneficiaries to the Trustees shall be solely that of beneficiaries of a trust and shall notbe deemed a principal or agency relationship, and their rights shall be limited to those conferredupon them by this Agreement. 2.3 Status of Wave Computing Liquidating Trust. (a) The Wave Computing Liquidating Trust shall be the successor-in-interest to the Debtors (and, if the Committee has obtained standing to pursue any such Causeof Action or Avoidance Action, to the Committee) with respect to any Transferred Causes ofAction that were or could have been commenced or asserted by, or on behalf of, any of theDebtors or their estates prior to the Effective Date, shall be deemed substituted for each suchDebtor or, if applicable, the Committee as the party in any such litigation and shall have theright to proceed in the name, right and stead of the Debtors with respect to all such TransferredCauses of Action. The Wave Computing Liquidating Trust shall have rights to any proceeds of10

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the D&O Liability Insurance Policies as the result of a settlement or judgment with respect toany D&O Claims in accordance with the D&O Liability Insurance Policies. The primary rightto object to or otherwise contest Claims or Interests shall be retained by the ReorganizedDebtors, except as otherwise agreed to in writing between the Reorganized Debtors and theTrust Manager. If the Reorganized Debtors do not object to or otherwise contest a Claim, theWave Computing Liquidating Trust and the Trust Manager shall have standing and the right toobject to or otherwise contest such Claim, and, in all circumstances, the Wave ComputingLiquidating Trust and the Trust Manager shall have the right to join in any objection to a Claimfiled by or pursued by the Reorganized Debtors. Not less than thirty (30) days prior to theClaims Objection Deadline, the Reorganized Debtors shall provide the Trust Manager with alist of all General Unsecured Claims that specifies, for each such Claim, whether theReorganized Debtors have objected to or otherwise contested such Claim. If the Trust Managerobjects to or otherwise contests a General Unsecured Claim that the Reorganized Debtors havenot objected to or otherwise contested, the Reorganized Debtors shall promptly provide to theTrust Manager access to such books, records and personnel as the Trust Manager deemsnecessary or desirable to object to or otherwise contest such General Unsecured Claim. (b) From and after the Effective Date, the Wave Computing LiquidatingTrust, acting through the Trust Manager in consultation with the Liquidating Trust AdvisoryBoard, will be the representative of the Estates with respect to the Liquidating Trust Assets, asthe term “Estates” is used in section 1123(b)(3)(B) of the Bankruptcy Code, and shall have therights and powers provided in the Bankruptcy Code in addition to any rights and powersgranted in the Plan Documents, in each case for purposes of carrying out the purposes andintents of this Agreement. (c) All Liquidating Trust Assets held by the Debtors, their Estates, andcreditors, are preserved and retained and may be enforced by the Wave Computing LiquidatingTrust pursuant to section 1123(b)(3)(B) of the Bankruptcy Code. (d) No Person or Entity may rely on the absence of a specific reference inthis Plan, the Plan Supplement, or the Disclosure Statement to any Cause of Action against it asany indication that the Liquidating Trust or Trust Manager will not pursue any and all availableCauses of Action of the Debtors against it. The Liquidating Trust and Trust Manager expresslyreserve all rights to prosecute any and all Causes of Action against any Person or Entity, exceptas otherwise expressly provided in the Plan or a Confirmation Order. Unless any Causes ofAction of the Debtors against a Person or Entity are expressly waived, relinquished, exculpated,released, compromised, or settled in the Plan, the Confirmation Order or a Final Order, theLiquidating Trust and the Trust Manager expressly reserve all Causes of Action, for lateradjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata,collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, orotherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence ofConfirmation. 2.4 Retention of Professionals. 11

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(a) The Trust Manager and the Wave Computing Liquidating Trust shallhave the right to retain such experts, professionals and other Liquidating Trust Agents as arenecessary and proper to discharge its functions, in the ordinary course of business and withoutany further notice to or action, order, or approval of the Bankruptcy Court. (b) The Trust Manager shall implement reasonable policies regarding thebilling practices, hourly rates, discounts and required budget practices of professionals retainedto provide services to the Wave Computing Liquidating Trust to ensure the Wave ComputingLiquidating Trust receives cost-effective, efficient representation in the best interest of theBeneficiaries. 2.5 Transfer of Liquidating Trust Assets and Rights to the Wave ComputingLiquidating Trust. (a) As of the Effective Date, the Debtors, the Reorganized Debtors and thecreditors of the Debtors, as the case may be, hereby irrevocably transfer, assign, and deliver tothe Wave Computing Liquidating Trust all assets constituting the Liquidating Trust Assets inthe form existing on the Effective Date, free and clear of any and all Liens, Claims and Interests(legal, beneficial or otherwise) of all other Persons and Entities to the maximum extentcontemplated by and permissible under section 1141 of the Bankruptcy Code. The WaveComputing Liquidating Trust shall have such incidents of ownership in the Liquidating TrustAssets as are necessary or desirable to undertake the actions and transactions authorized in thePlan Documents. The transfer of the Liquidating Trust Assets shall be exempt from any stamp,real estate transfer, mortgage recording, sales, use or other similar Tax pursuant to section 1146of the Bankruptcy Code. (b) Notwithstanding the foregoing, if on the Effective Date, the TrustManager determines that anyof the Liquidating Trust Assets cannot be transferred to the WaveComputing Liquidating Trust or deems it impractical to do so, for any reason, for example,because the Wave Computing Liquidating Trust has not yet established accounts for thepurpose of holding Cash or because of a restriction on transferability under applicable non-bankruptcy law that is not superseded by section 1123 of the Bankruptcy Code or any otherprovision of the Bankruptcy Code: (i) Subject to clause (ii) of this Section 2.5(b), the ReorganizedDebtors (each a “Liquidating Trust Bailee”) shall continue to hold such Liquidating TrustAssets, as bailee for the account of the Wave Computing Liquidating Trust, and the TrustManager shall be deemed to have been designated as a representative of the Debtors pursuantto section 1123(b)(3)(B) of the Bankruptcy Code to enforce and pursue such Liquidating TrustAssets on behalf of the Debtors until such time as the Wave Computing Liquidating Trustinforms the Liquidating Trust Bailee that the Wave Computing Liquidating Trust may receivesuch Liquidating Trust Assets, whereupon such Liquidating Trust Assets shall be promptlytransferred to the Wave Computing Liquidating Trust; provided that the proceeds of the sale orother disposition of any such assets retained by a Liquidating Trust Bailee shall nevertheless bedeemed to constitute Liquidating Trust Assets, and to likewise be held by Liquidating TrustBailee, and be turned over as soon as practicable to the Wave Computing Liquidating Trust12

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pursuant to this Agreement as if such transfer had not been restricted under applicable non-bankruptcy law; and (ii) the Trust Manager shall use commercially reasonable efforts topromptly cause the transfer of such Liquidating Trust Assets to the Wave ComputingLiquidating Trust. (c) The Wave Computing Liquidating Trust may commence an action in theBankruptcy Court to resolve any dispute regarding the allocation of the proceeds of anyLiquidating Trust Assets retained by a Liquidating Trust Bailee (or any successors thereto)pursuant to the Plan Documents. (d) On the Effective Date, the Debtors shall be deemed to have transferredand assigned to the Wave Computing Liquidating Trust all of their respective rights, titles, andinterests in any privilege or immunity of the Debtors’ Estates with respect to the TransferredCauses of Action, including the attorney-client privilege and the work product privilege(collectively, the “Privileges”), which Privileges shall automatically vest in the WaveComputing Liquidating Trust. The Trust Manager shall be vested with the sole power andauthority to waive or assert such Privileges for the sole benefit of the Liquidating Trust. Inaddition, on the Effective Date, the Debtors or Reorganized Debtors, as applicable, shallprovide the Wave Computing Liquidating Trust with reasonable access to the books andrecords, documents, and files of the Debtors or Reorganized Debtors concerning theTransferred Causes of Action. The Reorganized Debtors shall also provide reasonable access tothe Debtors’ and Reorganized Debtors’ financial information, data, systems and employees asthe Trust Manager deems necessary or desirable to accomplish the activities of the WaveComputing Liquidating Trust. The Released Parties shall use commercially reasonable effortsto cooperate with the Trust Manager with respect to any litigation brought by or against theWave Computing Liquidating Trust; provided that the Wave Computing Liquidating Trust willreimburse the Released Parties for reasonable and documented out-of-pocket expenses (whichshall not include fees or expenses of counsel) incurred in connection with such cooperation. Without limitation, the Debtors’ Professionals shall deliver any books and records of theDebtors or other materials (including any documents or materials of the Debtors that may besubject to any Privileges, including files of the Debtors’ Professionals, including work product,analysis and discovery) that may be relevant to the Transferred Causes of Action and that are inthe respective possession, custody or control of any such Debtors’ Professionals. If theReorganized Debtors do not comply with this Section 2.5(d) or Section 2.3(a), the WaveComputing Liquidating Trust and/or the Trust Manager shall be entitled to its reasonable costsand expenses (including reasonable attorney’s fees) of compelling such compliance. (e) As promptly as practicable after the Effective Date, the ReorganizedDebtors agree (i) to take, or cause to be taken, all such further actions, including executingand/or delivering instruments, documents, and books and records (including those maintainedin electronic format and original documents as may be needed), as the Trust Manager mayreasonably request in order to evidence or effectuate the transfer of the Liquidating TrustAssets to the Trust Manager and the Wave Computing Liquidating Trust, the consummation ofthe transactions contemplated hereby and by the Plan and to otherwise carry out the intent of13

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the parties hereunder and under the Plan and (ii) to cooperate with the Trust Manager in theprosecution of the Transferred Causes of Action . Notwithstanding anything contained herein,without the express written consent of the Trust Manager, no Person or creditor of the Debtorsor the Reorganized Debtors (other than the Wave Computing Liquidating Trust) shall bepermitted to assert, bring, institute, or commence any Claim or Cause of Action that istransferred to the Wave Computing Liquidating Trust pursuant to this Agreement or the Plan. (f) The Committee and its members and Professionals shall be permitted toshare any work product, analysis, discovery obtained, or documents received through voluntaryproductions, including documents obtained pursuant to the common interest privilege, relatingto the Liquidating Trust Assets with the Wave Computing Liquidating Trust, the Trust Managerand the Liquidating Trust Advisory Board, and its and their respective advisors, without waiverof any privileges. (g) From time to time at the request of the Trust Manager, and upon the datewhen all Disputed General Unsecured Claims against the Debtors have been Allowed orotherwise reconciled by the Debtors or Reorganized Debtors, within two (2) weeks of suchreconciliation, the Debtors or the Reorganized Debtors shall deliver, or cause to be delivered, tothe Wave Computing Liquidating Trust a complete list setting forth the name and address, andtax information number, if known, of the Holders of all Allowed General Unsecured Claimsand the Allowed amount of each such Allowed General Unsecured Claim and (ii) anydistributions that have been made on account of such Allowed General Unsecured Claims. TheWave Computing Liquidating Trust shall have no duty or obligation to update or otherwisereconcile the records received from the Debtors or Reorganized Debtors. (h) The Wave Computing Liquidating Trust, as successor in interest to theEstates and to the creditors to the extent provided for in the Plan Documents, may (i) executeand deliver any instruments, documents, books, and records (including those maintained inelectronic format and original documents as may be needed), and (ii) take, or cause to be taken,all such further action in order to evidence, vest, perfect or effectuate the transfer of all of theLiquidating Trust Assets to the Wave Computing Liquidating Trust and consummatetransactions contemplated by and to otherwise carry out the intent of the Plan Documents. 2.6 Title to Liquidating Trust Assets. Subject to Sections 2.5(a) and 2.5(b), on the aEffective Date the Wave Computing Liquidating Trust shall succeed to all of the right, title andinterest in the Liquidating Trust Assets, and no other Person or Entity, including the Debtors orReorganized Debtors or their respective creditors, will have any further rights or interest in orwith respect to the Liquidating Trust Assets or the Wave Computing Liquidating Trust. 2.7 Valuation. As soon as reasonably practicable after the Effective Date, but in noevent later than one hundred and eighty (180) days thereafter, the Trust Manager shall make agood faith determination of the value of the assets transferred to the Wave ComputingLiquidating Trust. Such aggregate valuation shall be delivered to the Beneficiaries inaccordance with Section 12.4 (which may be done by posting to any website maintained by theWave Computing Liquidating Trust) and shall be in such detail and including such supportinginformation as determined by the Trust Manager, in reliance on its professionals, to be14

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reasonably necessary or appropriate for the use and understanding thereof, and shall be usedconsistently by all parties (including, without limitation, the Debtors, the Reorganized Debtors,the Wave Computing Liquidating Trust and the Beneficiaries) for all United States federalincome tax purposes. 2.8 No Reversion to Debtors; Distribution of Remaining Assets. (a) In no event shall any part of the Liquidating Trust Assets revert to or bedistributed to or for the benefit of any Debtor or the Reorganized Debtors. (b) If after satisfaction in full of all of the costs and expenses of theadministration of the Wave Computing Liquidating Trust, after satisfaction of all otherobligations or liabilities of the Wave Computing Liquidating Trust incurred or assumed inaccordance with the Plan Documents, after the Wave Computing Liquidating Trust has madethe maximum distribution of Distributable Trust Assets to the Beneficiaries to the extentreasonably practicable, and after the affairs of the Wave Computing Liquidating Trust havebeen finally wound up and concluded in accordance with the provisions of Section 11.1 hereofand section 3808 of the Trust Act, there shall remain any Liquidating Trust Assets, the WaveComputing Liquidating Trust shall distribute such remaining Liquidating Trust Assets to one ormore organizations, selected by the Trust Manager after consultation with the Liquidating TrustAdvisory Board, described in section 501(c)(3) of the Tax Code and exempt from U.S. federalincome tax under section 501(a) of the Tax Code. 2.9 Fiscal Year. Except for the first and last years of the Wave ComputingLiquidating Trust, the Fiscal Year of the Wave Computing Liquidating Trust shall be thecalendar year. For the first year of the Wave Computing Liquidating Trust, the Fiscal Year ofthe Wave Computing Liquidating Trust shall be from on or after the Effective Date throughDecember 31 of the same calendar year. For the last year of the Wave Computing LiquidatingTrust, the Fiscal Year of the Wave Computing Liquidating Trust shall be such portion of thecalendar year that the Wave Computing Liquidating Trust is in existence, subject to adjustmentas desirable to facilitate timing of final tax returns. The term fiscal quarter, or similarreferences, as used in this Agreement, shall have a correlative meaning. 2.10 Insurance. The Wave Computing Liquidating Trust shall, to the extentreasonably available, purchase or create and maintain customary insurance coverage, includingany appropriate tail coverage, and pay all insurance premiums and costs, for the protection, andto insure the acts and omissions, of the Delaware Trustee (including in its individual capacity),the Liquidating Trust Advisory Board Members and the Trust Manager (which coverage shallbe primary to any other coverage potentially available to such persons) and may procureinsurance coverage for such employees as the Trust Manager may determine in its discretionafter consultation with the Liquidating Trust Advisory Board. 2.11 Wave Computing Liquidating Trust Books and Records. (a) The Trust Manager shall cause to be stored and maintained books andrecords for the period commencing on the date hereof through the termination of the Wave15

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Computing Liquidating Trust, containing such information concerning the Liquidating TrustAssets, the conduct of the affairs of the Wave Computing Liquidating Trust and rights andtreatment of the Beneficiaries, in such detail and for such periods of time as may be necessaryto enable the Wave Computing Liquidating Trust to make full and proper accounting in respectthereof and to comply with applicable provisions of law. Such books and records shall bemaintained on a modified cash or other comprehensive basis of accounting necessary tofacilitate compliance with the tax reporting requirements of the Wave Computing LiquidatingTrust. (b) The Wave Computing Liquidating Trust shall be authorized withoutfurther application to the Bankruptcy Court or notice to any party, to abandon or otherwisedestroy books and records (whether in electronic or paper format) in accordance with andsubject to Section 11.3; provided that the Trust Manager, after consultation with theLiquidating Trust Advisory Board, may at any time petition the Bankruptcy Court forpermission to destroy such books and records as the Trust Manager determines are notnecessary or useful for the conduct of the affairs of the Wave Computing Liquidating Trust orthe protection of its interests of the interests of the Beneficiaries. (c) Anything in the Trust Act to the contrary notwithstanding, and withoutlimiting the provisions of Section 7.3(c), no Beneficiary shall have the right to obtain from theWave Computing Liquidating Trust or review any of its books or records except as expresslyprovided in this Agreement or by order of the Bankruptcy Court, or as may otherwise beexpressly permitted by the Trust Manager. 2.12 No Interest or Accruals. (a) Except as otherwise may be expressly provided in the Plan Documentsand in Sections 2.12(b) and 2.12(c), Beneficiaries shall not be entitled to interest on theirrespective Allowed Claims or distributions provided for in this Agreement, regardless ofwhether distributions are made on or at any specified time after the Effective Date. (b) The GUC NoteLoan shall bear interest at the GUC NoteLoan InterestRate. (c) The Excess General Unsecured Claim Amount shall accrue interest atthe Federal Judgment Rate. ARTICLE III INTERESTS IN THE TRUST 3.1 Interests.Each holder of an Allowed General Unsecured Claim and an AllowedTallwood Claim shall be deemed the holder of an interest or interests in the Wave ComputingLiquidating Trust (each an “Interest”) as shall be necessary, in accordance and consistent withthe Plan Documents. 16

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(b) Each holder of an Allowed General Unsecured Claim against any of theDebtors shall be deemed the holder or beneficiary of a Class A Interest equal to such holder’sClass A Percentage Interest as of such date, and each holder of an Allowed Tallwood Claim asof any applicable date of measurement shall be deemed the holder or beneficiary of a Class BInterest equal to such holder’s Class B Percentage Interest as of such date. In addition, as of anyapplicable date of measurement, the Disputed General Unsecured Claims Reserve shall bedeemed the holder of Class A Interests in respect of Disputed General Unsecured Claimspending the resolution of such claims, in an amount calculated based on the Debtors’ reservefor Disputed General Unsecured Claims. (c) In no event shall any holder of a Class B Interest have any right toreceive any distributions of GUC NoteLoan Distributable Trust Assets or ‘GUC AccountsReceivable Proceeds Distributable Trust Assets, which shall be held by the Wave ComputingLiquidating Trust solely for the benefit of holders of Class A Interests. (d) No holder of an Interest may sell, transfer, encumber, pledge or assign allor any part of its Interest except (i) to the spouse of such holder, (ii) by devise or bequest, or(iii) by operation of law. Any purported sale, transfer, encumbrance, pledge or assignment by aHolder of all or any part of its Interest in violation of this Section3.1(d) shall be null and void. Notwithstanding the foregoing, the right to receive payment on account of any Interest may besold, transferred, encumbered, pledged, or assigned to Tallwood, the Reorganized Debtors orany of their respective Affiliates. 3.2 Interests in Satisfaction of Claims. The Interests deemed to be held by eachBeneficiary shall be in full and final satisfaction from the Wave Computing Liquidating Trustof such Beneficiary’s Allowed Claims (other than for income tax purposes to the extent setforth in Treas. Reg. § 1.468B-9), or Disputed General Unsecured Claims in the DisputedGeneral Unsecured Claims Reserve, as applicable.Evidence of Interests.(a) As of (i) anyGUC NoteLoan Distribution Record Date or (ii) any Distribution Record Date on which theWave Computing Liquidating Trust intends to distribute Distributable Trust Assets to certainClasses of Interests, the Wave Computing Liquidating Trust shall obtain from the applicableDebtors or Reorganized Debtors, as applicable, a then-current register of (x) all AllowedGeneral Unsecured Claims, in each case together with the amount of the applicable AllowedGeneral Unsecured Claims, (y) all Allowed Tallwood Claims, and (z) Disputed GeneralUnsecured Claims subject to the Disputed General Unsecured Claims Reserve, in each casetogether with any information requested by the Wave Computing Liquidating Trust to makeany distribution of the Distributable Trust Assets. Such holders of Allowed General UnsecuredClaims and Allowed Tallwood Claims shall be deemed the holders of the applicable Class ofInterests as of any such date and shall be treated as the holders of the applicable Interests andPercentage Interests for all purposes hereunder as of such date. The Wave ComputingLiquidating Trust may rely without inquiry on the information and records received from theDebtors or Reorganized Debtors to make distributions and send communications to the holders(and deemed holders) of Interests and, in so doing, any persons participating in themanagement of the Wave Computing Liquidating Trust, including the Trust Manager and the17

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Liquidating Trust Advisory Board, shall be fully protected and incur no liability to any holder(or deemed holder) of Interests or any other person or entity. (b) Following the reconciliation of all General Unsecured Claims, theDebtors or Reorganized Debtors shall provide a final then-current register of all AllowedGeneral Unsecured Claims together with all information necessary for distributions, and theWave Computing Liquidating Trust shall establish or cause to be established customaryprocedures for evidencing and recording Interests. 3.4 Rights of Beneficiaries. Each Beneficiary shall be entitled to participate in therights and benefits due to it hereunder on account of its Allowed Claim or Interest. EachBeneficiary shall take and hold the same, subject to all the terms and conditions of the PlanDocuments. The interest of a Beneficiary is hereby declared and shall be, in all respects,personal property. The Parties hereto intend that the rights of the Beneficiaries arising underthis Agreement shall not be “securities” under applicable laws. If such rights are deemed toconstitute securities, the issuance thereof to the Beneficiaries shall be exempt from registrationunder the Securities Act, as amended, as provided by section 1145 of the Bankruptcy Code andunder applicable securities laws requiring registration. If the Trust Manager determines, withthe advice of counsel, that the Wave Computing Liquidating Trust is required to comply withregistration and reporting requirements of the Securities Act or the Investment Company Act of1940, then the Trust Manager shall at the Wave Computing Liquidating Trust’s expense takeany and all actions to comply with such registration and reporting requirements, if any, and fileperiodic reports with the Securities and Exchange Commission. Notwithstanding the foregoingprocedure, nothing herein shall be deemed to preclude the Trust Manager from amending thisAgreement to make such changes as are deemed necessary or appropriate by the TrustManager, with the advice of counsel and in consultation with the Liquidating Trust AdvisoryBoard, to ensure that the Wave Computing Liquidating Trust is not subject to registration orreporting requirements of the Securities Act, or the Investment Company Act. 3.5 Interest Beneficial Only. Except as expressly provided hereunder, a Beneficiaryshall have no title to, right to, possession of, management of or control of the Wave ComputingLiquidating Trust or the Liquidating Trust Assets. The ownership of Claims or Interests shallnot entitle any Beneficiary to any title in or to the Liquidating Trust Assets or to any right tocall for a partition or division of such assets or to require an accounting, except as may bespecifically provided herein. 3.6 Conflicting Claims. If any conflicting claims or demands are made or assertedwith respect to one or more Claims or Interests, or a beneficial interest therein, the WaveComputing Liquidating Trust (as determined by the Trust Manager) shall be entitled to refuseto comply with any such conflicting claims or demands. In so refusing, the Wave ComputingLiquidating Trust may elect to make partial or no payments or distributions with respect to theInterests at issue pending the resolution of such conflict, and the Wave Computing LiquidatingTrust shall be entitled to refer such conflicting claims or demands to the Bankruptcy Court,which shall have exclusive and continuing jurisdiction over resolution of such conflictingclaims or demands. Neither the Wave Computing Liquidating Trust, the Liquidating TrustAdvisory Board, the Trust Manager nor the Liquidating Trust Agents shall be or become liable18

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to any party for either (i) a determination to continue making distributions pursuant to its booksand records or the books and records of the applicable Debtors, without regard to theconflicting claims or demands; or (ii) a determination to partially or completely cease paymentsor distributions with respect to the subject Interest or Interests. In the event that the WaveComputing Liquidating Trust determines to cease payments, it shall be entitled to refuse to actuntil either (x) the rights of the adverse claimants have been adjudicated by a Final Order of theBankruptcy Court (or such other court of proper jurisdiction) or (y) all differences have beenresolved by a written agreement among all of such parties and the Wave ComputingLiquidating Trust, which agreement shall include a complete release of the Wave ComputingLiquidating Trust, the Liquidating Trust Advisory Board, the Trust Manager and theLiquidating Trust Agents from liability resulting from any actions taken or not taken, whichrelease shall be in form and substance reasonably satisfactory to the Trust Manager. 3.7 Beneficiary Liability to Third Persons. No Beneficiary shall be subject to anypersonal liability whatsoever, in tort, contract or otherwise, to any person in connection withthe Liquidating Trust Assets or the affairs of the Wave Computing Liquidating Trust, to thefullest extent provided by Section 3803(a) of the Trust Act. 3.8 Actions in the Right of the Wave Computing Liquidating Trust. To themaximum extent permitted by law, no Beneficiary or Beneficiaries shall have the right to bringan action in the right of the Wave Computing Liquidating Trust to recover a judgment pursuantto section 3816 of the Trust Act. ARTICLE IV DISTRIBUTIONS TO BENEFICIARIES 4.1 Distributions. (a) General. The holders of Allowed Claims shall be entitled to receivedistributions of the Distributable Trust Assets by the Wave Computing Liquidating Trust, whenand as such distributions are made in the Trust Manager’s discretion (except with respect toDistributions of GUC NoteLoan Distributable Trust Assets, which shall be governed by Section4.1(b)) pursuant to this Agreement in accordance with this Section 4.1. (b) Distributions of GUC NoteLoan Distributable Trust Assets. Within thirty(30) days following each GUC NoteLoan Distribution Record Date, the Trust Manager shalldistribute an amount in Cash equal tothe amount of GUC NoteLoan Distributable Trust Assets(if any) held by the Wave Computing Liquidating Trust to each holder of a Class A Interest(including Class A Interests deemed to be held by the Disputed General Unsecured ClaimsReserve) in accordance with its Class A Percentage Interest. (c) Distribution of ‘GUC Accounts Receivable Proceeds Distributable TrustAssets. If ‘GUC Accounts Receivable Proceeds Distributable Trust Assets become availablefor distribution to Class A Interests, the Trust Manager may distribute all or a portion of suchassets in his (or her) discretion to each holder of a Class A Interest (and a correspondingdistribution to any Disputed General Unsecured Claims Reserve established by the Wave19

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Computing Liquidating Trust) as of the Distribution Record Date on the Trust DistributionDate. Any such distribution shall be paid to each holder of a Class A Interest (including ClassA Interests deemed to be held by the Disputed General Unsecured Claims Reserve) inaccordance with its Class A Percentage Interest.. Each distribution made pursuant to thisSection 4.1(c) shall be deemed to have been received (i) first, in dollar-for-dollar satisfaction ofthe Excess General Unsecured Claim Amount until the Excess General Unsecured ClaimAmount has been repaid in full and (ii) second, after the Excess General Unsecured ClaimAmount has been repaid in full, in dollar-for-dollar satisfaction of obligations due under theGUC NoteLoan. (d) Distributions of Other Distributable Trust Assets to Class A Interests andClass B Interests. If Other Distributable Trust Assets become available for distribution to ClassA Interests and Class B Interests, the Trust Manager may distribute all or a portion of suchassets in his (or her) discretion to such Beneficiaries (and a corresponding distribution to anyDisputed General Unsecured Claims Reserve established by the Wave Computing LiquidatingTrust) as of the Distribution Record Date on the Trust Distribution Date, in the following order: (i) first, until the Liquidating Trust Expense Advance has beenrepaid in full, to each holder of a Class A Interest (including Class A Interests deemed to beheld by the Disputed General Unsecured Claims Reserve), in Cash, such holder’s pro rata shareof the Cash to be distributed on account of such Liquidating Trust Expense Advance(calculated in accordance with such holder’s Class A Percentage Interest);(ii) second, until all Allowed General Unsecured Claims have beenpaid in full in Cash, to each holder of a Class A Interest (including Class A Interests deemed tobe held by the Disputed General Unsecured Claims Reserve), such holder’s pro rata share ofthe Cash to be distributed (calculated in accordance with such holder’s Class A PercentageInterest). Each distribution made pursuant to this sub-clause 4.1(d)(ii) shall be deemed (x) fiftypercent (50%) to have been received in dollar-for-dollar satisfaction of the Excess GeneralUnsecured Claim Amount and (y) fifty percent (50%) to have been received in dollar-for-dollarsatisfaction of obligations due under the GUC NoteLoan. If on any Trust Distribution Date theExcess General Unsecured Claim amount has been paid in full in Cash, but the GUC NoteLoanhas not been repaid in full in Cash (or vice versa), one hundred percent (100%) of thedistribution to each holder of a Class A Interest shall be deemed to have been received indollar-for-dollar satisfaction of the Excess General Unsecured Claim Amount or the obligationsunder GUC NoteLoan, as applicable, until all Allowed General Unsecured Claims have beenrepaid in full in Cash; and (iii) third, after all Allowed General Unsecured Claims have beenpaid in full in Cash, to each holder of a Class B Interest, such holder’s pro rata share of theCash to be distributed. 4.2 Distribution Record Date; Distributions. 20

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(a) The provisions of this Section 4.2 shall apply to all distributions madepursuant to Section 4.1 (other than distributions of GUC NoteLoan Distributable Assets madepursuant to Section 4.1(b)). (b) The Distribution Record Date for purposes of determining theBeneficiaries entitled to receive a distribution of Other Distributable Trust Assets on any TrustDistribution Date shall be no less than fifteen (15) and no more than sixty (60) days prior to thecorresponding Trust Distribution Date. (c) The Trust Manager shall make a determination in his/her discretion ofthe Other Distributable Trust Assets distributable on any Trust Distribution Date, giving dueregard for the Cash anticipated to be held by the Wave Computing Liquidating Trust as of suchTrust Distribution Date and the sufficiency of the Cash held in or that may be required to beadded to the Trust Administration Reserve. (d) Following its determination of the Other Distributable Trust Assets to bedistributed on any Trust Distribution Date pursuant to Section 4.2(c), but no later than five (5)Business Days in advance of the corresponding Distribution Record Date, unless otherwisedetermined by the Trust Manager for good reason, the Wave Computing Liquidating Trust shalldeliver a notice to each Beneficiary entitled to receive a distribution setting forth theDistribution Record Date, the Trust Distribution Date and the Other Distributable Trust Assetsto be distributed, in the aggregate and on a Class A Percentage Interest and/or Class BPercentage Interest, as applicable. Such notice may be given as provided in Section 12.4 or bypress release of general circulation (including through posting on any website maintained bythe Wave Computing Liquidating Trust). (e) For purposes of making any distribution of GUC NoteLoan DistributableTrust Assets or Other Distributable Trust Assets, the term “of record” or any similar termmeans the Beneficiaries on the applicable date as determined in accordance with Section 3.3. (f) If any Beneficiary has failed to deposit or cash any check with respect toany prior distribution as of any Distribution Record Date, (i) the Wave Computing LiquidatingTrust shall not make any further distributions to such Beneficiary until such time as theoutstanding check has been deposited or cashed, and (ii) the Wave Computing LiquidatingTrust shall mail to such Beneficiary written notice advising that all pending and futuredistributions to such Beneficiary shall be withheld pending the deposit or cashing of theoutstanding distribution check. If the outstanding check is deposited or cashed within twelve(12) months after the date of issuance of such check, the Wave Computing Liquidating Trustwill provide any withheld distributions to the Beneficiary. If a Beneficiary fails to deposit orcash the check with respect to any distribution within twelve (12) months after the date ofissuance of such check, then (i) any pending or withheld distribution(s) allocated to suchBeneficiary shall be deemed forfeited, and the unclaimed distribution(s) shall be cancelled bystop payment order or otherwise, and (ii) the Beneficiary will forfeit its Interest and rights toany future distributions, and such forfeited amounts shall revest in the Wave ComputingLiquidating Trust. In determining whether any distribution check has been deposited, the WaveComputing Liquidating Trust may rely on its own bank records showing whether or not such21

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distribution check has cleared the Wave Computing Liquidating Trust’s bank account. TheWave Computing Liquidating Trust shall have the right, but not the obligation, to make anyeffort to determine the correct address of any Beneficiary, and all distributions shall be made tothe Beneficiaries at the addresses provided by the Debtors or the Reorganized Debtors (or, ifnot provided by the Debtors or the Reorganized Debtors, as set forth on the official claimsregister in the Debtors’ bankruptcy cases), or at such updated address as may have beenproperly noticed to the Wave Computing Liquidating Trust pursuant to this Agreement prior toany applicable Distribution Record Date. 4.3 Withholding and Reporting Requirements. (a) The Wave Computing Liquidating Trust may withhold and pay to theappropriate Tax Authority all amounts required to be withheld pursuant to the Tax Code or anyprovision of any foreign, state or local tax law with respect to any payment or distribution to theBeneficiaries, provided, however, that the Wave Computing Liquidating Trust shall reasonablycooperate with the Beneficiaries to prevent or minimize any withholding. All such amountswithheld and paid to the appropriate Tax Authority shall be treated as amounts distributed tosuch holders for all purposes of the Plan and this Agreement. To the extent an amount has beenplaced in escrow pending resolution of the need to withhold, and the Wave ComputingLiquidating Trust determines that no withholding is required, such amounts shall be distributedto the Beneficiaries with respect to whom such amounts were previously withheld. If the WaveComputing Liquidating Trust fails to withhold and pay to the appropriate Tax Authority anyamounts required to be withheld pursuant to the Tax Code or any provision of any foreign, stateor local tax law and the Wave Computing Liquidating Trust is later held liable for the amountof such withholding, the Beneficiary shall promptly reimburse the Wave ComputingLiquidating Trust for such liability including interest, penalties, fines and other additionalamounts with respect thereto. Notwithstanding the foregoing, each Beneficiary that receives oris deemed to receive a distribution under the Plan shall have the sole and exclusiveresponsibility for the payment of any Taxes imposed by any governmental unit on account ofsuch distribution or deemed distribution. (b) The Debtors or Reorganized Debtors, as applicable, shall provideavailable information regarding the Beneficiaries, including mailing address, e-mail address,telephone number and tax identification information, to the Wave Computing Liquidating Trustto the extent necessary or desirable for the Wave Computing Liquidating Trust to allocateincome and/or expense and make distributions to such Beneficiaries in accordance with thisAgreement. If the Debtors or Reorganized Debtors do not provide tax identification andmailing address information to the Wave Computing Liquidating Trust within thirty (30) daysfollowing the Effective Date, the Wave Computing Liquidating Trust shall send eachBeneficiary a single notice that states that, if tax identification information and mailing addressinformation is not provided within twelve (12) months following the Effective Date, theBeneficiary shall forfeit its Interest and rights to any distribution and such forfeited amountsshall revest in the Wave Computing Liquidating Trust. If a Trust Distribution Date occurswithin such twelve (12) month period, any Beneficiary for whom the Wave ComputingLiquidating Trust lacks tax identification and mailing address information shall not be entitled22

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to receive a distribution on such Trust Distribution Date; provided, however that, upon thedelivery of such information by such Beneficiary within such twelve (12) month period, theWave Computing Liquidating Trust shall make such distribution(s) to which the Beneficiarywould otherwise have been entitled on the prior Trust Distribution Date(s), without interest. 4.4 Disbursing Agent. The Trust Manager may engage one or more DisbursingAgents to make distributions. References in this Agreement to distributions by the WaveComputing Liquidating Trust shall include distributions made by a Disbursing Agent. 4.5 Incurrence of Debt. If the Trust Manager determines that there are, or there arelikely to be, insufficient funds in the Trust Administration Reserve to satisfy the costs andexpenses described in Section 7.2(a) and other obligations and liabilities incurred, assumed orreasonably anticipated by the Wave Computing Liquidating Trust (or to which the LiquidatingTrust Assets are otherwise subject), the Wave Computing Liquidating Trust, with MajorityConsent of the Liquidating Trust Advisory Board, may borrow sufficient funds, on termsapproved by the Liquidating Trust Advisory Board, to satisfy such cost and expenses or paysuch costs, fees and expenses, as applicable. 4.6 Distributions in Respect of Disputed General Unsecured Claims. Distributionsof any Liquidating Trust Assets will be made by the Disbursing Agent to the Disputed GeneralUnsecured Claims Reserve, if any, established by the Wave Computing Liquidating Trust. Distributions on account of Disputed General Unsecured Claims that subsequently becomeAllowed, in whole or in part, shall be made by the Disbursing Agent from the Disputed GeneralUnsecured Claims Reserve on the next Trust Distribution Date or on another date as may beestablished for such purpose by the Trust Manager. Any distribution on account of a DisputedGeneral Unsecured Claim that subsequently becomes Allowed, in whole or in part, shall bereduced, dollar-for-dollar, by the amount of any Taxes that the Wave Computing LiquidatingTrust was required to pay with respect to any distribution made to the Disputed GeneralUnsecured Claims Reserve in respect of such Disputed General Unsecured Claim. ARTICLE V DUTIES AND POWERS OF THE TRUST MANAGER 5.1 Trust Manager. The initial Trust Manager shall be [●] of [●]. In the event of thedeath, resignation or removal from office for Cause of the initial Trust Manager or anysuccessor Trust Manager, a successor shall be appointed by Majority Consent of theLiquidating Trust Advisory Board. 5.2 Powers of Trust Manager. Except as otherwise set forth in this Agreement, thePlan or the Confirmation Order, the Trust Manager is hereby authorized to perform those actsnecessary or desirable to accomplish the purposes of the Wave Computing Liquidating Trust,conduct the affairs of the Wave Computing Liquidating Trust, perform the functions and takethe actions provided for or permitted under this Agreement, the Plan or any agreement executedby the Wave Computing Liquidating Trust, and have such other functions, authority and dutiesas customarily appertain to the trustee of a liquidating trust, including but not limited to: 23

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(a) having general responsibility for the administration of the WaveComputing Liquidating Trust; (b) calculating and effecting the distribution of Distributable Trust Assets toBeneficiaries consistent with the terms of the Plan and this Agreement and withhold from theamounts distributable the maximum amount needed to pay any tax or other charge that theTrust Manager has determined, based upon the advice of its agents and/or other professionals,may be required to be withheld from such distribution under the Tax Code, other laws of theUnited States, or the laws of any state, local or foreign jurisdiction with taxing authority;(c) hiring, supervising, compensating and terminating employees of theWave Computing Liquidating Trust, and retaining, overseeing, compensating and terminatingany service professionals and other Liquidating Trust Agents engaged with respect to theadministration of the Wave Computing Liquidating Trust; (d) carrying out any filings required to be made by the Wave ComputingLiquidating Trust, and providing the statements to Beneficiaries required to be furnished tothem in accordance with Section 9.2(a); (e) executing contracts, agreements, leases, undertakings and otherdocuments (including the GUC NoteLoan) in the name and on behalf of the Wave ComputingLiquidating Trust; (f) communicating with Beneficiaries and other interested persons on behalfof the Wave Computing Liquidating Trust; (g) protecting and enforcing the rights to the Liquidating Trust Assets vestedin the Wave Computing Liquidating Trust by this Agreement and the Plan by any methoddeemed appropriate in his/her discretion, including by judicial proceedings or pursuant to anyapplicable bankruptcy, insolvency, moratorium or similar law and general principles of equity;(h) investing funds (in the manner set forth in this Agreement), makingdistributions and paying any other obligations owed by the Wave Computing Liquidating Trustfrom the Liquidating Trust Assets as provided herein and in the Plan;(i) subject to Section 5.3 and Section 6.5(a), prosecuting, defending,compromising, adjusting, arbitrating, abandoning, estimating, or otherwise dealing with andsettling Causes of Action comprising Transferred Causes of Action, including retaining andoverseeing experts, counsel and other professionals engaged for the purposes thereof, in anycourt or other tribunal without any further order of the Bankruptcy Court;(j) selling, transferring or assigning Causes of Action comprisingTransferred Causes of Action on such terms as the Trust Manager deems appropriate;(k) selling, transferring or assigning the GUC NoteLoan or acceptingprepayment of the GUC NoteLoan for a discounted amount; 24

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(l) without limiting the generality of the rights and powers set forth in thisAgreement and subject to all applicable rules, regulations, procedures, defenses and objections,taking discovery in connection with the investigation and prosecution of the Transferred Causesof Action, whether through depositions, oral examinations, document requests, interrogatoriesand/or other discovery devices provided for under applicable law, and exercising any and allinvestigatory powers provided for under Rule 2004 of the Bankruptcy Rules to the extentauthorized to do so by order of the Bankruptcy Court or other court of competent jurisdiction;(m) paying expenses and making disbursements necessary to administer theWave Computing Liquidating Trust and to preserve, liquidate, and enhance the LiquidatingTrust Assets, including any Disputed General Unsecured Claims Reserve;(n) purchasing such insurance coverage (in the form of an errors andomissions policy, fiduciary policy or otherwise) in such amount as the Trust Manager deemsnecessary and appropriate with respect to the liabilities and obligations of the Trust Managerwhich such amount shall be determined in his or her sole discretion, or the Liquidating TrustAdvisory Board which such amount shall be determined by the Trust Manager after consultingwith the Liquidating Trust Advisory Board; (o) retaining and paying, as applicable, the Liquidating Trust Agents in eachcase without any supervision of, or approval by, the Bankruptcy Court;(p) incurring any reasonable and necessary expenses in liquidating andconverting the Liquidating Trust Assets to Cash, pursuing Causes of Action and AvoidanceActions, or otherwise administering the Wave Computing Liquidating Trust, as set forth in thePlan or this Agreement; (q) establishing and administering any reserve deemed necessary,appropriate or useful for carrying out the purposes of the Wave Computing Liquidating Trust,including any reserve to fund the self-insured retention under insurance coverage for thepotential liabilities of the Trust Manager and Liquidating Trust Advisory Board Members;(r) being responsible for monitoring the D&O Liability Insurance Policiesand ability to collect proceeds therefrom; (s) establishing and maintaining one or more depository, escrow or otheraccounts to hold Cash or Cash equivalents constituting Liquidating Trust Assets, including,without limitation, one or more accounts with counsel for the Trust Manager; and re-evaluateand adjust such accounts as necessary or appropriate; (t) preparing and filing the Tax Returns on behalf of the Wave ComputingLiquidating Trust, and to make such filings and deliver such reports and/or instruments relatedto tax matters, as the Trust Manager deems reasonably necessary or desirable, and withhold andpay Taxes, if any, that are required to be withheld by or that are properly payable by the WaveComputing Liquidating Trust in accordance with this Agreement;25

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(u) if the Trust Manager determines that the Wave Computing LiquidatingTrust or the Beneficiaries may, will, has, or have (as applicable) become subject to materialadverse tax consequences, taking such actions, in consultation with the Liquidating TrustAdvisory Board, that will, or are reasonably intended to, alleviate such adverse taxconsequences; (v) in reliance upon the official claims register maintained in the Debtors’bankruptcy cases (which the Trust Manager and Liquidating Trust Agents shall have theabsolute right to rely on, without inquiry, as accurate, except, with respect to the address andcontact information of a Beneficiary, if such Beneficiary has properly noticed its updatedaddress to the Wave Computing Liquidating Trust, the Trust Manager and Liquidating TrustAgents shall contact such Beneficiary at such updated address), maintaining appropriate booksand records, evidencing the beneficial Interests; (w) exercising such other powers as may be vested in or assumed by theWave Computing Liquidating Trust pursuant to the Plan or Bankruptcy Court order, or as maybe necessary and proper to carry out the provisions of the Plan or this Agreement; and(x) administering the duties of the Trustee under the GUC NoteLoan andperformance of its obligations thereunder, including (i) entering into any amendment,supplement or modification that cures any ambiguity, omission, mistake, defect orinconsistency subject to any applicable approval rights of the Liquidating Trust Advisory Boardset forth herein and (ii) the release of Liens granted to the Lender (as defined in the GUCNoteLoan) on the Collateral (as defined in the GUC NoteLoan) and the release of any LoanParty (as defined in the GUC NoteLoan) from its guaranty obligations thereunder, in each case,in accordance with and to the extent permitted by, the terms of the GUC NoteLoan. 5.3 General Authority of the Trust Manager. Unless specifically stated otherwiseherein, the Trust Manager shall not be required to obtain Bankruptcy Court approval withrespect to any proposed action or inaction: (a) authorized in or contemplated by thisAgreement, (b) specifically contemplated in the Plan or (c) reasonably necessary or desirable toeffectuate the purposes of the Wave Computing Liquidating Trust. The Trust Manager shallobtain approval of the Liquidating Trust Advisory Board by Majority Consent before takingany Material Action. If the Trust Manager desires to take any Material Action and theLiquidating Trust Advisory Board does not approve the taking of such Material Action, theTrust Manager may petition the Bankruptcy Court for approval of such Material Action, andupon receipt of an order of the Bankruptcy Court approving the taking of such Material Action,the Trust Manager may take such Material Action. The Liquidating Trust Advisory Board shallhave the right to respond to any filing with the Bankruptcy Court made by the Trust Managerpursuant to this Section 5.3. Nothing in this Agreement shall limit the ability of the TrustManager to seek approval of the Bankruptcy Court for any action or decision or to condition thetaking of any action or decision upon obtaining approval of the Bankruptcy Court for suchaction or decision. 5.4 Limitation of Trust Manager’s Authority; No On-Going Business26

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(a) For United States federal income tax purposes, the Trust Manager shallnot be authorized to engage in any trade or business with respect to the Liquidating TrustAssets or any proceeds therefrom except to the extent reasonably necessary to, and consistentwith, the liquidating purpose of the Wave Computing Liquidating Trust. The Trust Managershall take such actions consistent with the prompt orderly liquidation of the Liquidating TrustAssets as required by applicable law and consistent with the treatment of the Wave ComputingLiquidating Trust as a liquidating trust under Treas. Reg. § 301.7701-4(d) and RevenueProcedure 94-45, 1994-2 C.B. 684, to the extent such actions are permitted by this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, indetermining whether to provide or decline their consent and in connection with any actions tobe taken by the Liquidating Trust Advisory Board hereunder, the Liquidating Trust AdvisoryBoard shall always act in furtherance of the purposes of the Wave Computing Liquidating Trustand the treatment of the Wave Computing Liquidating Trust as a liquidating trust within themeaning of Treas. Reg. § 301.7701-4(d) and Revenue Procedure 94-45, 1994-2 C.B. 6845.5 Investment and Safekeeping of Liquidating Trust Assets. All monies and otherassets received by the Wave Computing Liquidating Trust shall, until distributed or paid overas herein provided, be segregated from all other monies and assets of the Trust Manager, andfurther, shall be held in trust for the benefit of the Beneficiaries, but need not be segregatedfrom other Liquidating Trust Assets, unless and to the extent required by the Plan. The TrustManager shall promptly invest or deposit any such monies in the manner set forth in thisSection 5.5, but shall otherwise be under no liability for interest or income on any moniesreceived by the Wave Computing Liquidating Trust hereunder and held for distribution orpayment to the Beneficiaries, except as such interest or income shall actually be received. Investment of any monies held by the Wave Computing Liquidating Trust shall be administeredin accordance with the general duties and obligations hereunder. The right and power of theTrust Manager to invest the Liquidating Trust Assets, the proceeds thereof, or any incomeearned by the Wave Computing Liquidating Trust, shall be limited to the right and power to (i)invest such Liquidating Trust Assets (pending distributions or anticipated expenditures inaccordance with the Plan or this Agreement) in (a) short-term direct obligations of, orobligations guaranteed by, the United States of America or (b) short-term obligations of anyagency or corporation which is or may hereafter be created by or pursuant to an act of theCongress of the United States as an agency or instrumentality thereof; or (ii) deposit such assetsin demand deposits at any bank or trust company, which has, at the time of the deposit, acapital stock and surplus aggregating at least $1,000,000,000 (collectively, the “PermissibleInvestments”) provided, however, that the scope of any such Permissible Investments shall belimited to include only those investments that a liquidating trust, within the meaning of Treas. Reg. § 301.7701-4(d), may be permitted to hold, pursuant to the Treasury Regulations, or anymodification in the IRS guidelines, whether set forth in IRS rulings, other IRS pronouncementsor otherwise. 5.6 Compensation. (a) The Trust Manager shall be entitled to receive compensation for servicesrendered on behalf of the Wave Computing Liquidating Trust and reimbursement of expenses27

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as provided on Schedule A hereto (which Schedule A shall be confidential), or such othercompensation as may be agreed upon by the Trust Manager and the Liquidating Trust AdvisoryBoard by Majority Consent or ordered by the Bankruptcy Court. (b) All compensation and other amounts payable to the Trust Manager shallbe paid out of the Trust Administration Reserve or from any proceeds of Transferred Causes ofAction. 5.7 Termination. Subject to Section 11.2, the duties, responsibilities and powers ofthe Trust Manager will terminate on the date the Wave Computing Liquidating Trust isdissolved under applicable law in accordance with the Plan, or by an order of the BankruptcyCourt. 5.8 No Bond. The Trust Manager shall serve without bond. 5.9 Removal. The Trust Manager may be removed for Cause by members of theLiquidating Trust Advisory Board acting unanimously, upon application to and order of theBankruptcy Court, with the reasonable costs of such application (and any objection or responsethereto by the Trust Manager) to be paid for by the Wave Computing Liquidating Trust;provided however, that the Trust Manager may not be removed until a successor Trust Managerhas been named or is capable of being named immediately upon such removal. Any fees andunreimbursed expenses that have been properly incurred by the Trust Manager in accordancewith the terms of this Agreement that are owing to the Trust Manager as of the date of the TrustManager’s removal shall be paid to the Trust Manager within five (5) days of the removal date. 5.10 Resignation. The Trust Manager may resign by giving not less than sixty (60)days’ prior written notice thereof to the Liquidating Trust Advisory Board. 5.11 Appointment of Successor Trust Manager. In the event of the death (in the caseof a Trust Manager that is a natural person), dissolution (in the case of a Trust Manager that isnot a natural person), resignation pursuant to Section 5.10 hereof or termination or removal ofthe Trust Manager for Cause pursuant to Section 5.9 hereof, the Liquidating Trust AdvisoryBoard may appoint a successor Trust Manager without the approval of the Bankruptcy Court,which the parties acknowledge shall nevertheless retain jurisdiction to resolve any disputes inconnection with the service of the Trust Manager or his/her successor. Such appointment shallspecify the date on which such appointment shall be effective. If the Liquidating TrustAdvisory Board fails to appoint a successor Trust Manager within 30 days of the occurrence ofa vacancy, counsel for the Wave Computing Liquidating Trust, the Liquidating Trust AdvisoryBoard or the outgoing Trust Manager may petition the Bankruptcy Court for such appointment,with the reasonable costs of such application to be paid for by the Wave ComputingLiquidating Trust. Every successor Trust Manager appointed hereunder shall execute,acknowledge and deliver to the Bankruptcy Court and to the predecessor Trust Manager (ifpracticable) an instrument accepting such appointment and the terms and provisions of thisAgreement, and thereupon such successor Trust Manager, without any further act, deed or28

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conveyance, shall become vested with all the rights, powers, authority, privileges and duties ofthe retiring Trust Manager. 5.12 Continuity. Unless otherwise ordered by the Bankruptcy Court, the death,resignation, or removal for Cause of the Trust Manager shall not operate to terminate or toremove any existing agency created pursuant to the terms of this Agreement or invalidate anyaction theretofore taken by the Trust Manager. 5.13 Interests of Holders of Class A Interests Paramount. Until all Allowed GeneralUnsecured Claims have been repaid in full in Cash, in considering whether to take any actionor omit to take any action in carrying out his or her duties and exercising his or her powersunder the Plan and this Agreement, including when determining whether to file, prosecute,waive, settle or compromise any Transferred Cause of Action, the Trust Manager shall consideronly the interests of the holders of Class A Interests. The Trust Manager shall have no liabilityto holders of Class B Interests for any action taken or not taken prior to the date upon which allAllowed General Unsecured Claims have been indefeasibly repaid in full in Cash. ARTICLE VI LIQUIDATING TRUST ADVISORY BOARD 6.1 General. The affairs of the Wave Computing Liquidating Trust shall bemonitored by the Liquidating Trust Advisory Board, which, except as expressly set forthherein, shall have only consultation rights in the administration of the Wave ComputingLiquidating Trust. 6.2 Liquidating Trust Advisory Board Membership. (a) The Liquidating Trust Advisory Board shall consist of three (3)Liquidating Trust Advisory Board Members, and shall initially consist of the Initial LiquidatingTrust Advisory Board Members named on the signature page hereof. Each Liquidating TrustAdvisory Board Member that is a natural person shall be at least 18 years of age. The initialLiquidating Trust Advisory Board Members are set forth on the signature page to thisAgreement. By execution hereof, each Liquidating Trust Advisory Board Member agrees to theterms set forth herein. (b) Until all Allowed General Unsecured Claims have been indefeasiblypaid in full in Cash, all Liquidating Trust Advisory Board Members shall be Holders ofAllowed General Unsecured Claims (or the designees of such Holders). After all AllowedGeneral Unsecured Claims have been indefeasibly paid in full in Cash, if the Wave ComputingLiquidating Trust (i) has not terminated and (ii) still holds any Liquidating Trust Assets theLiquidating Trust Advisory Board Members appointed by holders of Class A Interests shallresign and be replaced by (x) two Liquidating Trust Advisory Board Members appointed by amajority in value of holders of Class B Interests and (y) one Liquidating Trust Advisory BoardMember appointed by a majority of the Holders of interests in Reorganized Wave. For purposesof this Section6.2(b), “majority in value” means a majority in value of the applicable class thatactually votes to appoint the applicable Liquidating Trust Advisory Board Member. If a change29

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to the composition of the Liquidating Trust Advisory Board is required pursuant to this Section6.2(b), the Trust Manager shall give notice to the Beneficiaries in accordance with Section12.4. (c) Each Liquidating Trust Advisory Board Member shall hold office untilthe earlier of (i) the termination of the Wave Computing Liquidating Trust, (ii) the resignation,death or disability of such Liquidating Trust Advisory Board Member or (iii) the removal ofsuch Liquidating Trust Advisory Board Member in accordance with this Agreement. (d) Any Liquidating Trust Advisory Board Member may resign upon thirty(30) days’ prior written notice to the other members of the Liquidating Trust Advisory Boardand the Trust Manager. (e) A Liquidating Trust Advisory Board Member may be removed only forCause by order of the Bankruptcy Court upon application of the Trust Manager or the othermembers of the Liquidating Trust Advisory Board acting unanimously, with the reasonablecosts of such application (and any objection or response thereto) to be paid for by the WaveComputing Liquidating Trust. (f) In the event of a vacancy on the Liquidating Trust Advisory Board,whether as a result of the resignation, death, disability or removal of an Liquidating TrustAdvisory Board Member, (i) if, prior to the termination of service of such Liquidating TrustAdvisory Board Member other than as a result of removal, such Liquidating Trust AdvisoryBoard Member has designated in writing an individual to succeed him or her, such individualshall be his or her successor, subject to the consent of the Trust Manager and each of theremaining Liquidating Trust Advisory Board Members, with such consent not to beunreasonably withheld, or (ii) if such Liquidating Trust Advisory Board Member did notdesignate a successor prior to the termination of his or her service in accordance with clause (i)of this Section 6.2(f), the remaining Liquidating Trust Advisory Board Members, acting byunanimous vote, shall select a replacement Liquidating Trust Advisory Board Member, subjectto the consent of the Trust Manager, with such consent not to be unreasonably withheld. If,thirty days after the occurrence of such vacancy, the remaining Liquidating Trust AdvisoryBoard Members cannot agree on a replacement Liquidating Trust Advisory Board Member, theremaining Liquidating Trust Advisory Board Members and the Trust Manager, acting bymajority vote, shall select a replacement Liquidating Trust Advisory Board Member. In allcases, any individual selected to fill a vacancy on the Liquidating Trust Advisory Board mustsatisfy the requirements of Section 6.2(b). 6.3 Compensation. The Liquidating Trust Advisory Board Members shall not beentitled to compensation for serving on the Liquidating Advisory Trust Board, but shall beentitled to reimbursement of actual, reasonable and necessary out-of-pocket expenses incurredby such Liquidating Trust Advisory Board Members in the course of fulfilling his, or her or itsduties as a Liquidating Trust Advisory Board Member, which such expenses shall not includethe fees and expenses of any professional advisors engaged by such Liquidating Trust AdvisoryBoard Member. 30

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6.4 Authority. Except as otherwise expressly provided herein, the Liquidating TrustAdvisory Board shall have no authority to act on behalf of the Wave Computing LiquidatingTrust. 6.5 Rights and Powers of the Liquidating Trust Advisory Board. In addition to suchother rights as are set forth in this Agreement, the Liquidating Trust Advisory Board shall havethe right to: (a) consent to the taking of any Material Action by the Trust Managersubject to the provision of Section 5.3; (b) receive and review the reports of the Trust Manager and consult with theTrust Manager on any matters related to the Wave Computing Liquidating Trust or theLiquidating Trust Assets; (c) appoint a successor Trust Manager as provided in Section 5.9;; (d) apply to the Bankruptcy Court for the removal of a Liquidating TrustAdvisory Board Member as provided in Section 6.2(e); (e) have access, upon reasonable notice and during normal business hours,to all reports, documents, memoranda and other work product of the Trust Manager; and(f) monitor the actions of the Trust Manager and receive, upon request,periodic status reports from the Trust Manager as to the status of (i) the litigation, settlement,administration and pursuit of the Transferred Causes of Action and (ii) the administration of theLiquidating Trust Assets. (g) For the avoidance of doubt, the failure to specifically identify rights inthis Section 6.5 shall not limit or otherwise impair the right of the Trust Manager or themembers of the Liquidating Trust Advisory Board to consult with the Trust Manager ormembers of the Liquidating Trust Advisory Board individually or collectively on any or allissues that he or they may determine to be relevant or appropriate. 6.6 Duties; Standard of Care (a) Each Liquidating Trust Advisory Board Member’s rights and powershereunder are exercisable solely on behalf of the Wave Computing Liquidating Trust and theBeneficiaries consistent with, and in furtherance of, the purpose of the Wave ComputingLiquidating Trust and not otherwise, and in accordance with applicable law, including the TrustAct. Each Liquidating Trust Advisory Board Member in the exercise of his or her rights andpowers hereunder shall act in accordance with principles of good faith and fair dealing. Untilall Allowed General Unsecured Claims have been indefeasibly repaid in full in Cash, inexercising their rights and powers hereunder, the Liquidating Trust Advisory Board Membersshall solely consider the interests of the holders of Class A Interests. 31

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(b) No Liquidating Trust Advisory Board Member shall have the authority tobind the Wave Computing Liquidating Trust. ARTICLE VII OPERATION OF THE WAVE COMPUTING LIQUIDATING TRUST 7.1 Prohibited Activities. (a) The Delaware Trustee, the Trust Manager, the Liquidating TrustAdvisory Board, and the Liquidating Trust Agents shall hold the Wave Computing LiquidatingTrust out as a trust in the process of liquidation, whose activities are limited to the liquidationof the Liquidating Trust Assets on behalf, and for the benefit, of the Beneficiaries and the otherpurposes set forth in this Agreement. Without limiting the foregoing, the Wave ComputingLiquidating Trust shall not hold itself out as an investment company, and no part of theLiquidating Trust Assets shall be caused by the Trust Manager to be used or disposed of infurtherance of any trade or business. (b) The Wave Computing Liquidating Trust shall not engage in anyinvestments or activities inconsistent with the treatment of the Wave Computing LiquidatingTrust as a liquidating trust within the meaning of Treas. Reg. § 301.7701-4(d) or underapplicable Internal Revenue Service guidelines, rulings or other controlling authorities,including Revenue Procedure 94-45, 1994-2 C.B. 684. 7.2 Trust Administration Reserve. (a) As soon as reasonably practicable following the Effective Date, thereshall be established a reserve (the “Trust Administration Reserve”) for the purpose ofmaintaining Cash allocated and retained by the Wave Computing Liquidating Trust from timeto time in an amount necessary to cover the costs of administration of the Wave ComputingLiquidating Trust, including to (i) fund the reasonable fees and expenses of the Trust Manager,the Delaware Trustee (including in its individual capacity), the Liquidating Trust AdvisoryBoard and the Liquidating Trust Agents, incurred at any time, that the Trust Manager mayengage to assist him, her or it in the discharge of the Trust Manager’s duties under the Plan andthis Agreement, including, without limitation, fees and expenses related to prosecuting andresolving any Transferred Causes of Action, (ii) fund premium payments (and reserve funds tocover any deductibles or self-insured retentions, as applicable) for insurance coverage ascontemplated by Section 2.10 for the benefit of the Wave Computing Liquidating Trust, theTrust Manager, the Delaware Trustee (including in its individual capacity), the LiquidatingTrust Advisory Board, employees of the Wave Computing Liquidating Trust, and theLiquidating Trust Agents, (iii) meet contingent liabilities and maintain the value of theLiquidating Trust Assets, (iv) pay other reasonably incurred or anticipated expenses (including,without limitation, any Taxes imposed on or payable by the Wave Computing LiquidatingTrust or in respect of the Liquidating Trust Assets), and (v) satisfy other liabilities incurred oranticipated by the Wave Computing Liquidating Trust in accordance with the Plan or this32

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Agreement. The fees set forth herein or approved hereunder and incurred in the pursuit of theduties and objectives of the Wave Computing Liquidating Trust are deemed to be reasonable. (b) The Trust Administration Reserve shall be funded from the LiquidatingTrust Expense Advance with Majority Consent of the Liquidating Trust Advisory Board. TheLiquidating Trust Advisory Board, by executing this Agreement, hereby consents to and directsthe Trust Manager to fund the Trust Administration Reserve in Cash on the Effective Date inthe amount of $1 million, which amount may be funded, in whole or in part, from the $1million prepayment of the GUC NoteLoan or, in whole or in part, from the ‘GUC AccountsReceivable Proceeds (which amount shall constitute part of the Liquidating Trust ExpenseAdvance). Additional amounts may be added to the Trust Administration Reserve in suchamounts and at such times as determined by the Trust Manager after consultation with theLiquidating Trust Advisory Board, from (i) the proceeds of any indebtedness incurred by theWave Computing Liquidating Trust in accordance with Section 4.5, (ii) from recoveries onTransferred Causes of Action and (iii) other Liquidating Trust Assets from time to time held bythe Wave Computing Liquidating Trust. (c) If the Trust Manager determines that any funds in the TrustAdministration Reserve are not required for purposes set forth in Section 7.2(a), such fundsmay be distributed to Beneficiaries in accordance with Sections 4.1(c) and 4.1(d). (d) Except as determined by the Trust Manager, the Trust AdministrationReserve shall not be required to be held separately and may be commingled with unrestrictedfunds of the Wave Computing Liquidating Trust; provided that funds in the TrustAdministration Reserve shall be separately accounted for. 7.3 Reporting and Access to Information. (a) The Trust Manager shall cause to be prepared financial and other reportsas, in the determination of the Trust Manager, are necessary or desirable for administering theWave Computing Liquidating Trust, and as are otherwise in furtherance of the intents andpurposes of this Agreement. Without limitation, the Trust Manager shall also cause to be timelyprepared and distributed such additional statements, reports and submissions (x) as may benecessary to cause the Wave Computing Liquidating Trust to be in compliance with applicablelaw, or (y) as may be otherwise required from time to time by the Bankruptcy Court. (b) The Trust Manager may provide to the Beneficiaries a semi-annualstatement in narrative form briefly describing the activities of the Wave Computing LiquidatingTrust during the preceding six months, in such detail and covering such matters as the TrustManager determines is appropriate in its discretion (in consultation with the Liquidating TrustAdvisory Board). (c) Section 3819(a) of the Trust Act notwithstanding, Beneficiaries shallhave the right to obtain from the Wave Computing Liquidating Trust only a copy of thegoverning instrument and the Certificate of Trust and all amendments thereto, together with33

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copies of any written powers attorney pursuant to which the governing instrument and anycertificate and any amendments thereto have been executed. 7.4 Liquidating Trust Agents. The Wave Computing Liquidating Trust may employsuch Liquidating Trust Agents, including counsel, advisors, administrators and otherprofessionals, as deemed reasonably necessary or desirable by the Trust Manager to carry outthe intents and purposes of the Wave Computing Liquidating Trust, without further order fromthe Bankruptcy Court. Liquidating Trust Agents shall be appointed, and their appointment maybe terminated, by the Trust Manager. Liquidating Trust Agents shall be compensated on suchbasis as approved by the Trust Manager and shall be paid without further motion, application,notice or other order of the Bankruptcy Court. The fees and expenses of Liquidating TrustAgents shall be satisfied out of the Trust Administration Reserve or the proceeds of LiquidatingTrust Assets. 7.5 Disputed General Unsecured Claims Reserve. (a) On or as soon as practicable following the Effective Date, the WaveComputing Liquidating Trust is authorized, without further Bankruptcy Court approval, toestablish the Disputed General Unsecured Claims Reserve, for the applicable disputed claimsestablished and maintained by the applicable Debtors or Reorganized Debtors. All assets in theDisputed General Unsecured Claims Reserve shall be the property of the Wave ComputingLiquidating Trust and not of the holder of any Claim or any other person. (b) All Cash held in the Disputed General Unsecured Claims Reserve shallbe maintained with a United States FDIC insured financial institution, and may be maintainedin an interest-bearing account, as the Trust Manager may from time to time determine. TheCash in the Disputed General Unsecured Claims Reserve may be held separately from anyother Cash constituting Liquidating Trust Assets. ARTICLE VIII DELAWARE TRUSTEE 8.1 Appointment. The Delaware Trustee shall act solely for the purpose ofcomplying with the requirement of section 3807 of the Trust Act, and its powers andobligations hereunder shall become effective upon its execution of this Agreement. 8.2 Powers. (a) Notwithstanding any provision hereof to the contrary, the power,authority, duties and responsibilities of the Delaware Trustee shall be limited solely to (i)accepting legal process served on the Wave Computing Liquidating Trust in the State ofDelaware and (ii) the execution, delivery and filing of any certificates required to be filed withthe office of the Delaware Secretary of State that the Delaware Trustee is required to executeunder the Trust Act (including without limitation the Certificate of Trust). Except as providedin the foregoing sentence, the Delaware Trustee shall have no management responsibilities orowe any fiduciary duties to the Wave Computing Liquidating Trust, the Trust Manager, the34

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Liquidating Trust Advisory Board, the Beneficiaries or any other distributee of the WaveComputing Liquidating Trust hereunder. The Delaware Trustee shall have the power andauthority, and is hereby authorized and empowered, to execute and to file the Certificate ofTrust under the Trust Act, and any other certificate expressly required to be executed and filedby it under the Trust Act, and the execution, delivery and filing of the Certificate of Trust withthe Delaware Secretary of State as provided under the Trust Act is hereby authorized, approved,ratified and confirmed. (b) By its execution hereof, the Delaware Trustee accepts the trusteeship ofthe Wave Computing Liquidating Trust on the terms set forth herein. Except as otherwiseexpressly set forth in Section 8.2(a), the Delaware Trustee shall not have any duty or liabilitywith respect to the administration of the Wave Computing Liquidating Trust, the investment ofthe Liquidating Trust Assets or the distribution of the Liquidating Trust Assets to theBeneficiaries, and no such duties or liabilities shall be implied. The Delaware Trustee shall notbe liable for the acts or omissions of the Debtors, the Trust Manager, the Liquidating TrustAdvisory Board or any other person, nor shall the Delaware Trustee be liable for supervising ormonitoring the performance of the duties and obligations of the Debtors, the Trust Manager, theLiquidating Trust Advisory Board or any other person under this Agreement. The DelawareTrustee shall not be obligated to give any bond or other security for the performance of any ofits duties hereunder. The Delaware Trustee shall not be personally liable under anycircumstances, except for its own gross negligence, bad faith or willful misconduct in theperformance of its express duties under this Agreement. Without limiting the foregoing: (i) the Delaware Trustee shall not be personally liable for any errorof judgment made in good faith, except to the extent such error of judgment constitutes willfulmisconduct, bad faith or gross negligence in the performance of its express duties under thisAgreement; (ii) the Delaware Trustee shall not have any duty or obligation tomanage or deal with the Liquidating Trust Assets, or to otherwise take or refrain from takingany action under this Agreement except as expressly provided in Section 8.2(a), and no impliedtrustee duties or obligations shall be deemed to be imposed on the Delaware Trustee;(iii) no provision of this Agreement shall require the DelawareTrustee to expend or risk its personal funds or otherwise incur any financial liability in theperformance of its rights or powers hereunder if the Delaware Trustee has reasonable groundsto believe that the payment of such funds or adequate indemnity against such risk or liability isnot reasonably assured or provided to it; (iv) the Delaware Trustee shall not be personally liable for thevalidity or sufficiency of this Agreement, the value or sufficiency of the Liquidating TrustAssets or for the due execution hereof by the other parties hereto;(v) the Delaware Trustee may accept a certified copy of a resolutionof the board of directors or other governing body of any corporate party as conclusive evidence35

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that such resolution has been duly adopted by such body and that the same is in full force andeffect; (vi) the Delaware Trustee may request the Trust Manager to provide acertificate with regard to any fact or matter the manner of ascertainment of which is notspecifically prescribed herein, and such certificate shall constitute full protection to theDelaware Trustee for any action taken or omitted to be taken by it in good faith in reliancethereon; (vii) in the exercise of its duties hereunder, the Delaware Trustee (I)may act directly or through agents or attorneys pursuant to agreements entered into with any ofthem and shall not be liable for the acts or omissions of any agents or attorneys selected by it ingood faith, and (II) may consult with counsel selected by it in good faith and employed by it,and it shall not be liable for anything done, suffered or omitted in good faith by it in accordancewith the advice or opinion of any such counsel; (viii) the Delaware Trustee acts solely as Delaware Trustee hereunderand not in its individual capacity, and all persons having any claim against the DelawareTrustee by reason of the transactions contemplated by this Agreement shall look only to theLiquidating Trust Assets for payment or satisfaction thereof;(ix) the Delaware Trustee shall not be personally liable for anyrepresentation, warranty, covenant, agreement, or indebtedness of the Wave ComputingLiquidating Trust; (x) the Delaware Trustee shall not incur liability to anyone inacting upon any signature, instrument, notice, resolution, request, consent, order, certificate,report, opinion, bond or other document or paper (or copy thereof) reasonably believed by it tobe genuine and reasonably believed by it to be signed by the proper party or parties;(xi) the Delaware Trustee shall have no duty to inquire as to theauthenticity of, or to require substantiating evidence of any kind in respect of, any signature,instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or otherdocument or paper provided pursuant to subsection (v), (vi) or (x) of this Section 8.2(b);(xii) the Delaware Trustee shall not have any duty or obligation to fileTax Returns or otherwise report Taxes for or on behalf of the Wave Computing LiquidatingTrust or Beneficiaries; (xiii) the Delaware Trustee shall not have any duty or obligation to actor respond to any notice, direction or other request or instruction unless given or made inwriting and otherwise in accordance with this Agreement; 36

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(xiv) the Delaware Trustee shall not have any duty or obligation toperform, and shall not incur any liability for the failure of any other person to perform, any dutyor obligation incurred by or imposed upon any other party to this Agreement;(xv) The Delaware Trustee shall not be entitled to exercise anypowers, nor shall the Delaware Trustee have any of the duties and responsibilities, of theDebtors, the Trust Manager, the Liquidating Trust Advisory Board or any other person set forthherein. The Delaware Trustee shall be one of the trustees of the Trust for the sole and limitedpurpose of fulfilling the requirements of Section 3807 of the Trust Act and for taking suchactions as are required to be taken by a Delaware trustee under the Trust Act;(xvi) The Wave Computing Liquidating Trust at all times shall have atleast one other Trustee other than the Delaware Trustee to perform all obligations and dutiesother than fulfilling the Trust’s obligations pursuant to Section 3807(a) of the Trust Act; and(xvii) this Agreement is executed and delivered by [●] not individuallyor personally but solely as trustee of the Wave Computing Liquidating Trust, in the exercise ofthe powers and authority expressly conferred and vested in it under this Agreement. 8.3 Compensation. The Delaware Trustee in its individual capacity shall be entitledto receive compensation out of the Trust Administration Reserve for the services that theDelaware Trustee performs in accordance with this Agreement in accordance with such feeschedules as shall be agreed from time to time by the Delaware Trustee in its individualcapacity and the Trust Manager. The Delaware Trustee may also consult with counsel (whomay be counsel for the Trust Manager) with respect to those matters that relate to the DelawareTrustee’s role as the Delaware Trustee of the Wave Computing Liquidating Trust, and thereasonable legal fees incurred in connection with such consultation and any other reasonableout-of-pocket expenses of the Delaware Trustee shall be reimbursed out of the TrustAdministration Reserve. 8.4 Duration and Replacement. The Delaware Trustee shall serve for the duration ofthe Wave Computing Liquidating Trust or until the earlier of (i) the effective date of theDelaware Trustee’s resignation, or (ii) the effective date of the removal of the DelawareTrustee. The Delaware Trustee may resign at any time by giving thirty (30) days’ written noticeto the Trust Manager and the Liquidating Trust Advisory Board; provided, however, that suchresignation shall not be effective until such time as a successor Delaware Trustee has acceptedappointment. The Delaware Trustee may be removed by the Trust Manager after consultationwith the Liquidating Trust Advisory Board, by providing thirty (30) days’ written notice to theDelaware Trustee; provided, however, that such removal shall not be effective until such timeas a successor Delaware Trustee has accepted appointment. Upon the resignation or removal ofthe Delaware Trustee, the Trust Manager after consultation with the Liquidating Trust AdvisoryBoard shall appoint a successor Delaware Trustee. If no successor Delaware Trustee shall havebeen appointed and shall have accepted such appointment within forty-five (45) days after thegiving of such notice of resignation or removal, the Delaware Trustee may, at the expense ofthe Wave Computing Liquidating Trust, petition the Bankruptcy Court for the appointment of asuccessor Delaware Trustee. Any successor Delaware Trustee appointed pursuant to this37

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Section shall be eligible to act in such capacity in accordance with this Agreement and,following compliance with this Section, shall become fully vested with the rights, powers,duties and obligations of its predecessor under this Agreement, with like effect as if originallynamed as Delaware Trustee. Any such successor Delaware Trustee shall notify the DelawareTrustee of its appointment by providing written notice to the Delaware Trustee and uponreceipt of such notice, the Delaware Trustee shall be discharged of its duties herein. Any suchsuccessor Delaware Trustee shall also file an amendment to the Certificate of Trust as requiredby the Trust Act. ARTICLE IX TAX MATTERS 9.1 Tax Treatment. (a) For all United States federal income tax purposes, all parties (including,without limitation, the Debtors, the Reorganized Debtors, the Trust Manager, the LiquidatingTrust Advisory Board and the Beneficiaries) shall treat the transfer of the Liquidating TrustAssets to the Wave Computing Liquidating Trust as: (i) a transfer of the Liquidating Trust Assets (subject to anyobligations relating to those assets) directly to the Beneficiaries, other than Liquidating TrustAssets that are allocable to Disputed General Unsecured Claims (which shall be treated as atransfer of such assets to the Disputed General Unsecured Claims Reserve based on the numberof Interests held in the Disputed General Unsecured Claims Reserve), followed by(i) the transfer by such Beneficiaries (and the Disputed GeneralUnsecured Claims Reserve(s)) to the Wave Computing Liquidating Trust of such LiquidatingTrust Assets, in exchange for the Interests. (b) Accordingly, those persons and entities receiving Interests shall betreated for United States federal income tax purposes as the grantors and owners of theirrespective shares of the Liquidating Trust Assets other than Liquidating Trust Assets that areallocable to the Disputed General Unsecured Claims Reserve (which shall be treated as atransfer of such assets to the Disputed General Unsecured Claims Reserves based on thenumber of Interests held in or deemed to be held in the Disputed General Unsecured ClaimsReserve). The foregoing treatment shall also apply, to the extent permitted by applicable law,for state and local income tax purposes. 9.2 Tax Reporting. (a) The Wave Computing Liquidating Trust shall file Tax Returns treatingthe Wave Computing Liquidating Trust as a grantor trust pursuant to Treas. Reg. § 1.671-4(a)and in accordance with the Plan. The Wave Computing Liquidating Trust also shall annuallysend (or otherwise make available) to each holder of a beneficial interest in the WaveComputing Liquidating Trust a separate statement setting forth the holder’s share of items ofincome, gain, loss, deduction, or credit and will instruct all such holders to report such items on38

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their United States federal income tax returns or to forward the appropriate information to theirrespective beneficial holders with instructions to report such items on their United Statesfederal income tax returns. The Wave Computing Liquidating Trust also shall file (or cause tobe filed) any other statements, returns, or disclosures relating to the Wave ComputingLiquidating Trust that are required by any Governmental Unit or Tax Authority. (b) Allocations of Wave Computing Liquidating Trust taxable incomeamong the Beneficiaries will be determined by reference to the manner in which an amount ofCash equal to such taxable income would be distributed (without regard to any restrictions ondistributions described in the Plan) if, immediately prior to such deemed distribution, the WaveComputing Liquidating Trust had distributed all of its other assets (valued at their tax bookvalue) to the Beneficiaries, adjusted for prior taxable income and loss and taking into accountall prior and concurrent distributions from the Wave Computing Liquidating Trust. Similarly,taxable loss of the Wave Computing Liquidating Trust will be allocated by reference to themanner in which an economic loss would be borne immediately after a liquidating distributionof the remaining Liquidating Trust Assets (valued at their tax book value). The tax book valueof the Liquidating Trust Assets for this purpose will equal their fair market value on theEffective Date, adjusted in accordance with tax accounting principles prescribed by the TaxCode, and applicable tax regulations, and other applicable administrative and judicialauthorities and pronouncements. (c) The Wave Computing Liquidating Trust shall (i) treat the DisputedGeneral Unsecured Claims Reserve, and the Liquidating Trust Assets allocable thereto, as a“disputed ownership fund” governed by Treas. Reg. § 1.468B-9 by timely making an election,(ii) file such Tax Returns and pay such Taxes as may be required consistent with suchtreatment, and (iii) to the extent permitted by applicable law, report consistently with theforegoing for state and local income tax purposes. (d) The Wave Computing Liquidating Trust may request an expediteddetermination of Taxes of the Wave Computing Liquidating Trust, under section 505(b) of theBankruptcy Code for all returns filed for, or on behalf of, the Wave Computing LiquidatingTrust for all taxable periods through the dissolution of the Wave Computing Liquidating Trust. 9.3 Tax Payment. (a) The Wave Computing Liquidating Trust shall be responsible for thepayment of any Taxes imposed on the Wave Computing Liquidating Trust or the LiquidatingTrust Assets, out of the Trust Administration Reserve. (b) Notwithstanding subsection (a), the Wave Computing Liquidating Trustshall utilize Cash in or allocable to the Disputed General Unsecured Claims Reserve for thepayment of any Taxes imposed in respect thereof; provided that in the event, and to the extent,that the Cash in the Disputed General Unsecured Claims Reserve is insufficient to pay all orany portion of such Taxes, such Taxes shall be paid by the Wave Computing Liquidating Trustfrom the Trust Administration Reserve and shall be reimbursed to the Trust AdministrationReserve by the Disputed General Unsecured Claims Trust to the extent that Cash subsequently39

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becomes available therefor in the Disputed General Unsecured Claims Reserve. Anydistribution on account of a Disputed General Unsecured Claim that subsequently becomesAllowed, in whole or in part, shall be reduced, dollar-for-dollar, by the amount of any Taxesthat the Wave Computing Liquidating Trust was required to pay with respect to any distributionmade to the Disputed General Unsecured Claims Reserve in respect of such Disputed GeneralUnsecured Claim. ARTICLE X LIMITATION OF LIABILITY AND INDEMNIFICATION 10.1 Limitation of Liability. (a) None of the Delaware Trustee (including in its individual capacity), theTrust Manager, the Disbursing Agent, the Liquidating Trust Advisory Board Members, theLiquidating Trust Agents, or their respective principals, advisors, employees or professionals,shall be liable to the Wave Computing Liquidating Trust, any Beneficiary or any Holder of aDisputed General Unsecured Claim for any damages arising out of the creation, administration,management, operation or termination of the Wave Computing Liquidating Trust, includingactions taken or omitted in fulfillment of his, her or its duties with respect to the WaveComputing Liquidating Trust, except as may be determined by Final Order to have arisen out ofsuch party’s gross negligence, bad faith or willful misconduct; provided that in no event willany such party be liable for punitive, exemplary, consequential or special damages under anycircumstances. Furthermore, none of the Delaware Trustee (including in its individualcapacity), the Trust Manager or any Liquidating Trust Advisory Board Member shall be liableto the Wave Computing Liquidating Trust, any Beneficiary or holder of a Disputed GeneralUnsecured Claim for any action taken in good faith reliance upon the advice of professionalsemployed by the Wave Computing Liquidating Trust, and the Trust Manager shall have noliability for any action taken with the Majority Consent or unanimous consent of theLiquidating Trust Advisory Board. (b) None of the Delaware Trustee (including in its individual capacity), theTrust Manager, any Liquidating Trust Advisory Board Member, the Disbursing Agent or theLiquidating Trust Agents, when acting in such capacities, shall be subject to any personalliability whatsoever, whether in tort, contract or otherwise, to any person, in connection withthe affairs of the Wave Computing Liquidating Trust to the fullest extent provided undersection 3803 of the Trust Act, and all Beneficiaries claiming against any of the DelawareTrustee (including in its individual capacity), the Trust Manager, the Liquidating TrustAdvisory Board Members or Liquidating Trust Agent, or otherwise asserting claims of anynature in connection with affairs of the Wave Computing Liquidating Trust, shall look solely tothe Liquidating Trust Assets for satisfaction of any such claims. (c) No successor Trust Manager, Disbursing Agent or Delaware Trusteeshall be in any way responsible for the acts or omissions of any Trust Manager, DisbursingAgent or Delaware Trustee in office prior to the date on which such successor becomes the40

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Trust Manager, Disbursing Agent or Delaware Trustee, as the case may be, unless thesuccessor expressly assumes such responsibility. (d) Except as otherwise provided herein, the Trust Manager, DisbursingAgent, the Delaware Trustee (including in its individual capacity), any of the Liquidating TrustAgents and the Liquidating Trust Advisory Board Members may absolutely andunconditionally rely and shall be protected in acting upon any resolution, certificate, statement,instrument, opinion, report, notice, request, consent, order or other paper or document believedby them to be genuine and to have been signed or presented by the proper party or parties. (e) Nothing contained in the Plan Documents shall be deemed to be anassumption by the Delaware Trustee (including in its individual capacity), the Trust Manager,any Liquidating Trust Advisory Board Member, or any Liquidating Trust Agent of any of theliabilities, obligations or duties of the Debtors or shall be deemed to be or contain a covenant oragreement by any of them to assume or accept any such liability, obligation or duty. Neither theTrust Manager, Delaware Trustee (including in its individual capacity) the Disbursing Agentnor the Liquidating Trust Advisory Board Members shall be liable except for the performanceof such duties and obligations as are specifically set forth herein, and no implied covenants orobligations shall be read into this Agreement against them. The provisions of this Section 10.1 shall survive the death, dissolution, liquidation, resignation,replacement, or removal, as may be applicable, of the Trust Manager, the Disbursing Agent, theDelaware Trustee or the Liquidating Trust Advisory Board Members, or the termination of theWave Computing Liquidating Trust or this Agreement, and shall inure to the benefit of theparties heirs, successors, and assigns. 10.2 Indemnification. (a) The Delaware Trustee (including in its individual capacity), the TrustManager, the Liquidating Trust Advisory Board Members, any other agent of the WaveComputing Liquidating Trust and their respective affiliates, and the officers, directors, partners,managers, members, and employees of each of them, as the case may be (all persons so entitledto indemnification, collectively, the “Covered Parties”), shall be indemnified and heldharmless, to the fullest extent permitted by law by the Wave Computing Liquidating Trust (butnot, for the avoidance of doubt, by the Beneficiaries directly) from and against any and alllosses, claims, taxes, damages, reasonable expenses and liabilities (including liabilities understate or federal securities laws) of any kind and nature whatsoever (the “Indemnified Claims”),to the extent that such expenses arise out of or are imposed upon or asserted against CoveredParties with respect to the creation, administration, management, operation or termination ofthe Wave Computing Liquidating Trust or the execution, delivery or performance of thisAgreement or the transactions contemplated hereby and shall not be liable for actions taken oromitted in their capacity as Delaware Trustee (including in its individual capacity), TrustManager, Disbursing Agent or Liquidating Trust Advisory Board Member, on behalf of, or infulfillment of their duties with respect to, the Wave Computing Liquidating Trust, except thoseacts or omissions that are determined by Final Order to have arisen out of such party’s owngross negligence, bad faith or willful misconduct, and each shall be entitled to be indemnified,41

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held harmless, and reimbursed for fees and expenses including, without limitation, reasonableattorney’s fees, which such persons and entities may incur or may become subject to or inconnection with any action, suit, proceeding or investigation that is brought or threatenedagainst such persons or entities regarding the implementation or administration of the PlanDocuments or this Agreement or the discharge of their respective duties hereunder orthereunder or in respect thereof, except for any actions or inactions that are determined by FinalOrder to have arisen out of their own gross negligence, bad faith, or willful misconduct. Without limiting the provisions of this Section 10.2, the Covered Parties shall not be liable forany loss or damage by reason of any action taken or omitted by them pursuant to the discretion,powers and authority conferred, or in good faith believed by them to be conferred on them byany of the Plan Documents and this Agreement. (b) The Covered Parties shall be entitled to obtain advances from the WaveComputing Liquidating Trust to cover their reasonable expenses of defending themselves inany action threatened or brought against them as a result of the acts or omissions, actual oralleged, of any such party in its capacity as such; provided, however, that the Covered Partiesreceiving such advances shall repay the amounts so advanced to the Wave ComputingLiquidating Trust immediately upon the entry of a Final Order finding that such parties werenot entitled to any indemnity under the provisions of this Section 10.2. (c) Any claim of the Covered Parties to be indemnified, held harmless, orreimbursed shall be satisfied solely from the Liquidating Trust Assets, bonds (if any) or anyapplicable insurance that the Wave Computing Liquidating Trust has purchased, as provided inSection 2.10. The rights of the Covered Parties under this Section 10.2 shall survive theresignation or removal of any Covered Parties and the termination of this Agreement. (d) The Wave Computing Liquidating Trust may also determine to provideindemnification to other Liquidating Trust Agents and their respective officers, directors,partners, managers, members and employees, on such terms as the Trust Manager maydetermine, after consultation with the Liquidating Trust Advisory Board. ARTICLE XI DURATION OF THE WAVE COMPUTING LIQUIDATING TRUST 11.1 Duration. (a) The Wave Computing Liquidating Trust shall commence the process todissolve upon the date that is the earliest to occur of: (i) the distribution of all Liquidating TrustAssets pursuant to the Plan Documents, (ii) the determination of the Trust Manager that theadministration of the Liquidating Trust Assets is not likely to yield sufficient additionalproceeds to justify further pursuit, or (iii) all the distributions required to be made under thisAgreement have been completed; provided, however, that in no event shall the WaveComputing Liquidating Trust dissolve later than five (5) years from the Effective Date, unless(x) the Bankruptcy Court or other court with jurisdiction over the Wave Computing LiquidatingTrust, within ninety (90) days prior to the fifth (5th) anniversary of the Effective Date (orwithin ninety (90) days prior to the end of an extension period), determines that a fixed-period42

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extension, together with any prior extensions, is necessary to facilitate or complete the recoveryon and liquidation of the Liquidating Trust Assets, provided that no one individual fixed-periodextension shall exceed three (3) years or (y) the Wave Computing Liquidating Trust obtains afavorable private letter ruling from the Internal Revenue Service that any further extensionwould not adversely affect the status of the trust as a grantor trust that is a liquidating trust forUnited States federal income tax purposes. Upon dissolution, the Trust Manager shall wind upand liquidate the Wave Computing Liquidating Trust in accordance with section 3808 of theTrust Act and upon receipt of written notice of the completion of such dissolution and windingup from the Trust Manager, the Delaware Trustee and the Trust Manager shall execute and filea Certificate of Cancellation of the Wave Computing Liquidating Trust with the DelawareSecretary of State in accordance with the Trust Act and thereupon this Agreement shallterminate. (b) If at any time the Trust Manager determines, in reliance upon itsprofessionals and after consultation with the Liquidating Trust Advisory Board, that theexpense of administering the Wave Computing Liquidating Trust, including the making of afinal distribution to the Beneficiaries, is likely to exceed the value of the assets remaining in theWave Computing Liquidating Trust, the Trust Manager may (i) reserve any amounts necessaryto dissolve the Wave Computing Liquidating Trust, (ii) donate any balance to one or moreorganizations selected by the Trust Manager which is described in section 501(c)(3) of the TaxCode and exempt from United States federal income tax under section 501(a) of the Tax Code,as provided in Section 2.8(b), and (iii) dissolve the Wave Computing Liquidating Trust. 11.2 Post-Termination. After the dissolution of the Wave Computing LiquidatingTrust and solely for the purpose of liquidating and winding up the affairs of the WaveComputing Liquidating Trust, the Liquidating Trust Advisory Board Members and the TrustManager shall continue to act as such until their duties have been fully performed. Upondistribution of all the Liquidating Trust Assets, the Trust Manager shall designate a LiquidatingTrust Agent to retain all books and records pertaining to the Debtors or the Wave ComputingLiquidating Trust that have been delivered to or created by the Wave Computing LiquidatingTrust, subject to the provisions of Section 11.3. 11.3 Destruction of Books and Records. All books and records pertaining to theWave Computing Liquidating Trust that have been delivered to or created by the WaveComputing Liquidating Trust may be destroyed at any time following (x) the date that is six (6)years after the final distribution of Liquidating Trust Assets (unless such records anddocuments are necessary to fulfill the Wave Computing Liquidating Trust’s remainingobligations) subject to the terms of any joint prosecution and common interests agreement(s) towhich the Wave Computing Liquidating Trust may be a party, or (y) such earlier date as mayapproved by the Trust Manager in consultation with the Liquidating Trust Advisory Board. Notwithstanding anything herein to the contrary, neither the Debtors, Reorganized Debtors, orany of the directors, officers, managers, or their advisors or representatives shall dispose of orotherwise destroy any books and records or other documents or information not alreadyprovided to the Wave Computing Liquidating Trust that may be relevant to the TransferredCauses of Action or the pursuit of any Liquidating Trust Assets if the Wave Computing43

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Liquidating Trust is continuing to pursue any Liquidating Trust Assets unless upon furtherorder of the Bankruptcy Court or written affirmative consent of the Wave ComputingLiquidating Trust. 11.4 Discharge. Except as otherwise specifically provided herein, upon the finaldistribution of Liquidating Trust Assets and the filing by the Delaware Trustee and the TrustManager of a Certificate of Cancellation of the Wave Computing Liquidating Trust with theDelaware Secretary of State, the Trustees and the Liquidating Trust Advisory Board Membersshall be deemed discharged and have no further duties or obligations hereunder, the Interestsshall be cancelled and the Wave Computing Liquidating Trust will be deemed to have beendissolved. In the event that there are Liquidating Trust Assets at the termination of the WaveComputing Liquidating Trust, the Trust Manager after consultation with the Liquidating TrustAdvisory Board shall cause to be donated such Liquidating Trust Assets to one or morecharitable organizations of the Trust Manager’s choice described in section 501(c)(3) of theTax Code and exempt from United States federal income tax under section 501(a) of the TaxCode, as provided in Section 2.8(b). ARTICLE XII MISCELLANEOUS PROVISIONS 12.1 Governing Law. This Agreement shall be governed by and construed inaccordance with the laws of the State of Delaware (without reference to conflicts of law). 12.2 Jurisdiction. Subject to the provisos below, the parties agree that the BankruptcyCourt shall retain jurisdiction over disputes concerning or involving the Wave ComputingLiquidating Trust, including, without limitation, the administration and activities of the WaveComputing Liquidating Trust; provided, however, that notwithstanding the foregoing oranything to the contrary set forth in any of the Plan Documents, the Wave ComputingLiquidating Trust shall have power and authority to bring (or cause to be brought) any action inany court of competent jurisdiction to prosecute any Transferred Causes of Action, provided,further, however, that (i) the Bankruptcy Court shall have exclusive jurisdiction solely overdisputes concerning the transfer of privileges from the Debtors or their estates to the WaveComputing Liquidating Trust under the Plan Documents (subject to any appeals), and (ii) allother disputes regarding the prosecution of Transferred Causes of Action (including discoverydisputes, and disputes regarding whether documents or communications are subject to anapplicable privilege) may be brought in any court of competent jurisdiction (including theBankruptcy Court and any court in which any Transferred Causes of Action are brought). 12.3 Severability. If any provision of this Agreement or the application thereof to anyperson or circumstances shall be determined by Final Order to be invalid or unenforceable toany extent, the remainder of this Agreement or the application of such provision to persons orcircumstances or in jurisdictions other than those as to or in which it is held invalid orunenforceable, shall not be affected thereby, and each provision of this Agreement shall bevalid and enforceable to the fullest extent permitted by law. 44

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12.4 Notices. Any notice or other communication required or permitted to be madeunder this Agreement shall be in writing and shall be deemed to have been sufficiently given,for all purposes, if delivered personally or by facsimile, sent by nationally recognized overnightdelivery service, or mailed by first-class mail: (a) if to the Delaware Trustee, to: [●] (b) if to the Wave Computing Liquidating Trust, to: [●] with copies (which shall not constitute notice) to: [●] (c) if to the Trust Manager, to [●] with copies (which shall not constitute notice) to: [●] (d) if to the Liquidating Trust Advisory Board Members, to [●] with copies (which shall not constitute notice) to: [●] (e) if to the Reorganized Debtors, to: [●] With copies (which shall not constitute notice) to: [●] (f) if to any Beneficiary or holder of a Disputed General Unsecured Claim(and up to one counsel or other agent for each such Beneficiary or holder), to the last knownaddress of such Beneficiary or holder (and such counsel or agent) according to (i) the officialclaims register of the applicable Debtor or Reorganized Debtors or (ii) if such Beneficiary orholder of a Disputed General Unsecured Claim has properly noticed an updated address to theWave Computing Liquidating Trust pursuant to this Agreement, such updated address. 45

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12.5 Headings. The headings contained in this Agreement are solely for convenienceof reference and shall not affect the meaning or interpretation of this Agreement or of any termor provision hereof. 12.6 Plan Documents. Nothing contained herein shall modify the terms of any otherPlan Document, which are intended to be supplemented by the terms of this Agreement. However, to the extent that the terms of any of the other Plan Documents are inconsistent withthe terms set forth in this Agreement with respect to the Wave Computing Liquidating Trust,then the terms of each Plan Document shall have controlling effect in the following order ofpriority (i) the Confirmation Order, (ii) this Agreementthe Plan and (iii) the PlanthisAgreement. 12.7 Confidentiality. The Trustees, the Liquidating Trust Advisory Board Membersand the Liquidating Trust Agents, and their respective officers, directors, partners, managers,members and employees (the “Confidentiality Parties”), shall hold strictly confidential and notuse for personal gain any material, non-public information of which they have become aware intheir capacity as a Confidentiality Party of or pertaining to the Debtors, the ReorganizedDebtors, the Wave Computing Liquidating Trust, the Beneficiaries or the Liquidating TrustAssets; provided, however, that such information may be disclosed if: (a) it was, is now or in the future becomes generally available to the publicother than as a result of an improper disclosure by any of the Confidentiality Parties;(b) such disclosure is (i) required of any of the Confidentiality Partiespursuant to legal process, including subpoena or other court order or other applicable laws orregulations or (ii) would have been required to produce in response to appropriate discoverymeasures; or (c) the Trust Manager determines that such disclosure is in the interests ofthe Wave Computing Liquidating Trust or the Beneficiaries, provided, that in respect ofmaterial, non-public information pertaining to the Reorganized Debtors the ConfidentialityParties may disclose such information only (i) to a person in accordance with the terms of anyconfidentiality or similar agreement between such person and the Reorganized Debtors; (ii) to aperson pursuant to an agreement of any other person with the Reorganized Debtors allowingsuch disclosure to such person; (iii) in connection with pursuing the Transferred Causes ofAction or otherwise pursuing, preserving or protecting the Transferred Causes of Action to anyparty that has been advised of the confidential nature of such information and has agreed tocomply with the provisions of this Section 12.7; (iv) in a filing made in any legal proceedingcommenced in connection with the matters set forth in clause (ii) of this subsection, or (v) asotherwise agreed by the Reorganized Debtors. 12.8 Entire Agreement. This Agreement, including the Exhibits attached hereto, thePlan and the Confirmation Order, contain the entire agreement between the parties andsupersede all prior and contemporaneous agreements or understandings between the partieswith respect to the subject matter hereof. For the avoidance of doubt, to the extent any personor entity that would otherwise be entitled to receive Interests has established or in the future46

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establish trusts or other entities or vehicles to facilitate the implementation of the Plan withrespect to their Interests or for other purposes, the agreements governing such trusts or otherentities or vehicles shall not limit or impose requirements in any way on the Wave ComputingLiquidating Trust, the Liquidating Trust Advisory Board Members, the Trustees, LiquidatingTrust Agents or any other employee, agent or representative of the Wave ComputingLiquidating Trust, and to the extent there is any conflict between the provisions of suchagreements and this Agreement, this Agreement shall have controlling effect. 12.9 Named Party. In pursuing any Transferred Causes of Action, or in disposing ofany Liquidating Trust Assets, or otherwise administering the Wave Computing LiquidatingTrust or any Liquidating Trust Assets, including, without limitation, the execution ofdocuments, such as bills of sale, releases, and agreements, the Trust Manager may authorize thepursuit of such matters and/or execution of any such documents in the name of “WaveComputing Liquidating Trust” or in such other names or such representative capacities asnecessary or appropriate. 12.10 Amendment. (a) Unless otherwise specified in this Section 12.10, this Agreement may beamended with the unanimous written consent of the Trust Manager and the Liquidating TrustAdvisory Board; provided, however, that Bankruptcy Court approval shall be required for anychanges or amendments to this Agreement that are inconsistent in any material respect with theterms of the Plan or the Confirmation Order. (b) Any amendment, waiver, or modification of this Agreement (or anyprovision herein) that materially and adversely affects the rights of any Reorganized Debtorshall require the reasonable written consent of such Reorganized Debtor. For the avoidance ofdoubt, any amendment, waiver, or modification that affects any privilege of any ReorganizedDebtor, materially and adversely affects the rights of such Reorganized Debtor. (c) Notwithstanding anything to the contrary in this Section 12.10, thisAgreement may be amended by order of the Bankruptcy Court upon motion of (i) the TrustManager after consultation with the Liquidating Trust Advisory Board, or (ii) the Majoritymembers of the Liquidating Trust Advisory Board, in each case, subject to the right of theLiquidating Trust Advisory Board or the Trust Manager, respectively, to respond to suchmotion, with the reasonable costs of such motion or response to be paid for by the WaveComputing Liquidating Trust. (d) Notwithstanding this Section 12.10, no amendments to this Agreementshall be inconsistent with the purpose and intention of the Wave Computing Liquidating Trustto liquidate in an orderly manner the Liquidating Trust Assets (which will maximize the valueof such assets) in accordance with Treas. Reg. § 301.7701-4(d) and Revenue Procedure 94-45,1994-2 C.B. 684. In the event that the Wave Computing Liquidating Trust shall fail or cease toqualify as a liquidating trust in accordance with Treas. Reg. § 301.7701-4(d), this Agreementmay be amended with Majority Consent of the Liquidating Trust Advisory Board orBankruptcy Court approval, to the extent necessary to take such action as the Trust Manager47

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deems appropriate to have the Wave Computing Liquidating Trust classified as a partnershipfor United States federal tax purposes under Treas. Reg. § 301.7701-3 (but not a publicly tradedpartnership under section 7704 of the Tax Code), including, if necessary, creating or convertingit into a Delaware limited liability partnership or limited liability company that is so classified. Notice of any amendment, waiver or modification to this Agreement shall be delivered to theDebtors or Reorganized Debtors, as applicable, and each Beneficiary in accordance withSection 12.4, unless such amendment, waiver or modification is immaterial. 12.11 Counterparts. This Agreement may be executed in any number of counterparts,each of which shall be deemed original, but such counterparts shall together constitute one andthe same instrument. A facsimile or portable document file (PDF) signature of any party shallbe considered to have the same binding legal effect as an original signature. [REMAINDER OF PAGE BLANK] 48

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused thisAgreement to be duly executed by their respective officers, representatives or agents, effectiveas of the date first above written. TRUST MANAGER By: Name: Robert A. Kors DELAWARE TRUSTEE [●] By: Name: Title: [●], AS LITIGATION TRUST ADVISORY BOARD MEMBER By: Name: Title: [●], AS LITIGATION TRUST ADVISORY BOARD MEMBER By: Name: Title: [●], AS LITIGATION TRUST ADVISORY BOARD MEMBER By: Name: Title: 49

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WAVE COMPUTING, INC., as a Reorganized Debtor By: Name: Sanjai Kohli Title: President MIPS TECH, INC., as a Reorganized Debtor By: Name: Sanjai Kohli Title: President HELLOSOFT, INC., as a Reorganized Debtor By: Name: Sanjai Kohli Title: President IMAGINATION TECHNOLOGIES, INC., as a Reorganized Debtor By: Name: Sanjai Kohli Title: President CAUSTIC GRAPHICS, INC., as a Reorganized Debtor By: Name: Sanjai Kohli Title: President MIPS TECH, LLC, as a Reorganized Debtor By: Name: Sanjai Kohli Title: President 50

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EXHIBIT A FORM OF CERTIFICATE OF TRUST OF WAVE COMPUTING LIQUIDATING TRUST This Certificate of Trust of Wave Computing Liquidating Trust is being duly executedand filed on behalf of such trust by the undersigned, as trustee, to form a statutory trust under theDelaware Statutory Trust Act (12 Del. C. § 3801 et seq.) (the “Trust Act”). 1. Name. The name of the Delaware statutory trust formed by this Certificate ofTrust is WAVE COMPUTING LIQUIDATING TRUST. 2. Delaware Trustee. The name and business address of the trustee of the Trust witha principal place of business in the State of Delaware are [●], [●]. 3. Effective Date. This Certificate of Trust shall be effective upon the occurrence ofboth (i) its filing with the Secretary of State of the State of Delaware and (ii) the effective date ofthe chapter 11 plan of reorganization of Wave Computing, Inc. and its affiliated debtors anddebtors in possession. IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Trust inaccordance with section 3811(a)(1) of the Trust Act. [●], not in its individual capacity but solely as trustee Name: [●], not in his individual capacity but solely as Trust Manager Name: 51

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SCHEDULE A Trust Manager Compensation [TO COME] [TO BE REDACTED] 52

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