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Full title: Stipulation to Approve Document Stipulation and Proposed Order Regarding Deadlines Under (I) The Key Emoployee Incentive Plan; and (II) The Stalking Horse Agreement Filed by Debtor Wave Computing, Inc. (RE: related document(s)532 Order on Motion for Miscellaneous Relief, 833 Order on Motion to Amend, 891 Order on Motion to Seal Document, 940 Order on Motion for Miscellaneous Relief). (Attachments: # 1 Exhibit A # 2 Exhibit B) (Newman, Samuel) (Entered: 01/25/2021)

Document posted on Jan 24, 2021 in the bankruptcy, 5 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

This stipulation (the “Stipulation”) regarding certain deadlines under (i) that certain Amen2 and Restated Incentive Agreement (as may be amended from time to time, the “KEIP”) by and betw 3 Wave Computing, Inc. (“Wave”) and Sanjai Kohli (the “KEIP Participant”), dated as of April 4 2020; and (ii) that certain Asset Purchase Agreement (as may be amended from time to time, 5 “Stalking Horse Agreement”)2 by and between Wave and its debtor affiliates (as debtors and debt6 in-possession, collectively, the “Debtors”) and a certain potential purchaser (the “Stalking H 7 Bidder”)3 dated as of December 10, 2020, is made and entered into by and between the Debtors, 8 Stalking Horse Bidder, and the Official Committee of Unsecured Creditors (the “Committee” a9 together with the Debtors and the Stalking Horse Bidder, the “Parties” and, each, a “Party”), by 10 through their respective undersigned counsel.WHEREAS upon receiving a competitive offer from the Stalking Horse Bidder in furtheraof the Sale track, the Debtors filed the a motion [Docket No. 883] seeking approval of certain bidd3 procedures (the “Bidding Procedures”) to govern an auction (the “Auction”) seeking the highesotherwise best offer to purchase or reorganize the Debtors’ business; 4 WHEREAS the Debtors commenced the Auction on December 21, 2020 and, in accordawith the Bidding Procedures, at the conclusion of the auction on December 22, 2020, the Debt9 designated the Plan, as amended by the bid letter (the “Tallwood Plan Bid”) submitted by TallwTechnology Partners, LLC (“Tallwood”), as the Successful Bid and the Stalking Horse Agreemen10 the Backup Bid; 11 WHEREAS, in accordance with paragraph 7.vi. of the Bidding Procedures, the Backup Biirrevocable until the earlier to occur of (i) five (5) days after the closing of the Successful 12 transaction; and (ii) the closing deadline under the terms of the Backup Bid; 13 WHEREAS on January 15, 2021, the Debtors filed an amended version of the Plan, reflectthe Debtors’ (but not the Committee’s) view of the Tallwood Plan Bid [Docket No. 1063] and a mot14 seeking conditional approval of the Sale to the Stalking Horse Bidder pursuant to the terms of Stalking Horse Agreement if the Restructuring cannot be timely consummated [Docket No. 1055] (15 “Sale Motion”); WHEREAS, in light of the ongoing dual-track nature of these chapter 11 cases, the Par20 require additional timing flexibility to seek to maximize value for the Debtors’ constituents; and 21 WHEREAS, to that end, the Debtors, the Stalking Horse Bidder, and the Committee desir(i) further extend the deadline for the Debtors to obtain Court approval of an Acceptable Plan22 Acceptable Sale (as such terms are defined in the KEIP); and (ii) modify certain deadlines in Stalking Horse Agreement, including the Sale Termination Date, all as more fully set forth herein 23 in the proposed order attached hereto as Exhibit A (the “Order”).If the Decision Maker (as defined in the Bidding Procedures Order) d

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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 ) STIPULATION AND PROPOSED ORD ) 21 REGARDING DEADLINES UNDER ) (I) THE KEY EMPLOYEE INCENTIVE 22 ) PLAN; AND (II) THE STALKING HOR ) AGREEMENT 23 ) ) Related to Docket Nos.: 532, 833, 891, 940 24 ) ) [No Hearing Requested] 25 ) 26 1 The Debtors in these chapter 11 cases are Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, I27 Wave Computing (UK) Limited, Imagination Technologies, Inc., Caustic Graphics, Inc., and M

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1 This stipulation (the “Stipulation”) regarding certain deadlines under (i) that certain Amen2 and Restated Incentive Agreement (as may be amended from time to time, the “KEIP”) by and betw 3 Wave Computing, Inc. (“Wave”) and Sanjai Kohli (the “KEIP Participant”), dated as of April 4 2020; and (ii) that certain Asset Purchase Agreement (as may be amended from time to time, 5 “Stalking Horse Agreement”)2 by and between Wave and its debtor affiliates (as debtors and debt6 in-possession, collectively, the “Debtors”) and a certain potential purchaser (the “Stalking H 7 Bidder”)3 dated as of December 10, 2020, is made and entered into by and between the Debtors, 8 Stalking Horse Bidder, and the Official Committee of Unsecured Creditors (the “Committee” a9 together with the Debtors and the Stalking Horse Bidder, the “Parties” and, each, a “Party”), by 10 through their respective undersigned counsel. 11 RECITALS 12 WHEREAS the Debtors’ strategy to maximize the value of the Debtors’ estates in thchapter 11 cases has been to pursue, on a dual-track basis, a potential restructuring of the compan13 current capital structure (the “Restructuring”) or a potential sale of substantially all of the Debtassets (the “Assets”) to one or more third parties (any such sale, a “Sale”), as set forth in further de14 in the Fifth Amended Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc. andDebtor Affiliates [Docket No. 1063] (as further amended from time to time, the “Plan”),4 and the F15 Amended Disclosure Statement for the Joint Chapter 11 Plan of Reorganization for Wave ComputiInc. and Its Debtor Affiliates [Docket No. 848] (the “Disclosure Statement”); 16 A. The KEIP 17 WHEREAS on September 23, 2020, this court (the “Court”) entered an order approving 18 KEIP, subject to certain modifications set forth therein [Docket No. 532] (the “Original KEIP Orde19 WHEREAS on November 24, 2020, the Court entered an order approving certmodifications to the Original KEIP Order and to the KEIP, including an extension of the deadline20 the Debtors to obtain court approval of an Acceptable Plan or Acceptable Sale (as defined in the KE[Docket No. 833] (the “KEIP Amendment Order”); 21 22 2 A redacted copy of the Stalking Horse Agreement is attached to the Order (I) Approving BiddinProcedures in Connection With the Sale of Substantially All of the Debtors Assets; (II) Approving23 Procedures for the Assumption and Assignment of Executory Contracts and Unexpired Leases; a(III) Granting Related Relief [Docket No. 940] (the “Bidding Procedures Order”) as Exhibit A. 24 3 In accordance with the Order Granting the Motion of Debtors Pursuant to 11 U.S.C. § 105(a) 25 107(b) for Entry of an Order Authorizing the Debtors to File Under Seal the Debtors’ Unredacted Procedures Motion [Docket No. 891] (the “Sealing Order”), the identity of the Stalking Horse Bid26 is confidential. Parties in interest may request an unredacted version of the Stalking Horse Agreempursuant to the procedures set forth in the Sealing Order. 27 4 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to the

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1 B. The Stalking Horse Agreement 2 WHEREAS upon receiving a competitive offer from the Stalking Horse Bidder in furtheraof the Sale track, the Debtors filed the a motion [Docket No. 883] seeking approval of certain bidd3 procedures (the “Bidding Procedures”) to govern an auction (the “Auction”) seeking the highesotherwise best offer to purchase or reorganize the Debtors’ business; 4 WHEREAS on December 17, 2020, the Bidding Procedures were approved, providing, am5 other things, that (i) at the conclusion of the Auction, the Decision Maker (as defined in the BiddProcedures) would identify the highest and otherwise best offer (the “Successful Bid”) and the n6 highest or otherwise best offer (the “Backup Bid”); and (ii) if the Successful Bidder fails to perfothe Decision Maker would be authorized, but not required, to deem the Backup Bid (which was 7 the Successful Bid at the conclusion of the Auction) the new Successful Bid; 5 8 WHEREAS the Debtors commenced the Auction on December 21, 2020 and, in accordawith the Bidding Procedures, at the conclusion of the auction on December 22, 2020, the Debt9 designated the Plan, as amended by the bid letter (the “Tallwood Plan Bid”) submitted by TallwTechnology Partners, LLC (“Tallwood”), as the Successful Bid and the Stalking Horse Agreemen10 the Backup Bid; 11 WHEREAS, in accordance with paragraph 7.vi. of the Bidding Procedures, the Backup Biirrevocable until the earlier to occur of (i) five (5) days after the closing of the Successful 12 transaction; and (ii) the closing deadline under the terms of the Backup Bid; 13 WHEREAS on January 15, 2021, the Debtors filed an amended version of the Plan, reflectthe Debtors’ (but not the Committee’s) view of the Tallwood Plan Bid [Docket No. 1063] and a mot14 seeking conditional approval of the Sale to the Stalking Horse Bidder pursuant to the terms of Stalking Horse Agreement if the Restructuring cannot be timely consummated [Docket No. 1055] (15 “Sale Motion”); 16 WHEREAS, material terms of the amended Plan and the Restructuring remain subjecongoing negotiation and discussion among the Debtors, Tallwood, and the Committee; 17 WHEREAS, pursuant to the terms of the Stalking Horse Agreement (i.e., the current Bac18 Bid), the closing deadline for a Sale to the Stalking Horse Bidder is March 1, 2021 (the “STermination Date”); 19 WHEREAS, in light of the ongoing dual-track nature of these chapter 11 cases, the Par20 require additional timing flexibility to seek to maximize value for the Debtors’ constituents; and 21 WHEREAS, to that end, the Debtors, the Stalking Horse Bidder, and the Committee desir(i) further extend the deadline for the Debtors to obtain Court approval of an Acceptable Plan22 Acceptable Sale (as such terms are defined in the KEIP); and (ii) modify certain deadlines in Stalking Horse Agreement, including the Sale Termination Date, all as more fully set forth herein 23 in the proposed order attached hereto as Exhibit A (the “Order”). 24 NOW THEREFORE, it is hereby stipulated and agreed by the Parties:6 25 1. The deadline for the Debtors to obtain Court approval of an Acceptable PlanAcceptable Sale (in each case, as defined in the KEIP) is extended to March 31, 2021. 26 27 5 See Bidding Procedures Order.

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1 2. Except as provided herein, the terms of the Original KEIP Order, the KEIP AmendmOrder, and the Amended and Restated Employment Agreement, dated as of December 29, 2020 2 may be further amended and restated from time to time), by and between Wave and the KParticipant, shall remain in full force and effect. 3 3. The Sale Termination Date is extended to March 15, 2021. 4 4. The Debtors shall use commercially reasonable efforts to cause the Court to enter 5 Sale Order (as defined in the Stalking Horse Agreement) by no later than March 10, 2021. 6 5. If the Decision Maker (as defined in the Bidding Procedures Order) deems the StalkHorse Agreement (which was not the Successful Bid after the Auction) the Successful Bid7 accordance with the procedures described in the Sale Motion, the Debtors shall notify the StalkHorse Bidder in writing (such notice, the “Successful Bidder Notice”) no later than one (1) Busin 8 Day prior to the date on which the Debtors file a notice with the Court declaring the Stalking HoBidder a Successful Bidder. 9 6. The Closing (as defined in the Stalking Horse Agreement) shall take place 10 electronic exchange of closing documents and signature pages on the date that is the latest of (i) t(2) Business Days after the satisfaction of the conditions set forth in Sections 10.1, 10.2 and 10. 11 the Stalking Horse Agreement (or the waiver of any condition by the party entitled to waive tcondition); (ii) three (3) Business Days after the date of the delivery of the Successful Bidder Not12 and (iii) March 2, 2021. 13 7. The deadline for the Stalking Horse Bidder to designate additions to or removals frSchedule 2.1(i) to the Stalking Horse Agreement (i.e., the Schedule of Assumed Agreements14 extended to the Business Day prior to the Closing Date (as defined in the Stalking Horse Agreeme15 8. Except as provided herein, the terms of the Stalking Horse Agreement shall remaifull force and effect.7 16 9. Except as expressly set forth in this Stipulation, nothing contained herein shall be17 admission or a waiver of any substantive or procedural rights, remedies, claims, or defenses of anthe Parties, including the Debtors’ right to seek further extensions or modification of the KEIP, 18 Plan, the Stalking Horse Agreement, and/or any related documents. 19 10. The Court shall retain jurisdiction with respect to all matters arising from or relatethe implementation, interpretation, or enforcement of this Stipulation and the Order. 20 21 22 23 24 25 26 7 A redacted copy of the First Amendment to Asset Purchase Agreement by and between the Debtand the Stalking Horse Bidder dated as of January 25, 2021, which reflects the modifications descri27 herein, is attached hereto as Exhibit B. In accordance with the Sealing Order, the identity of

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1 SO STIPULATED: 2 SIDLEY AUSTIN LLP HOGAN LOVELLS US LLP 3 By: /s/ Samuel A. Newman By: /s/ Edward J. McNeilly Samuel A. Newman Richard L. Wynne 4 Genevieve G. Weiner Edward J. McNeilly 5 Attorneys for the Debtors and Debtors in Attorneys for the Committee 6 Possession 7 8 WHITE & CASE LLP 9 By: /s/ Bojan Guzina Bojan Guzina 10 Laura L. Femino 11 Attorneys for the Stalking Horse Bidder 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27