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Full title: Order Approving Stipulation Regarding Deadlines Under (I) The Key Employee Incentive Plan; And (II) The Stalking Horse Agreement (RE: related document(s)1088 Stipulation to Approve Document filed by Debtor Wave Computing, Inc.). (acr) (Entered: 01/26/2021)

Document posted on Jan 25, 2021 in the bankruptcy, 4 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Except as provided herein, the terms of the Original KEIP Order, the KEIP Amendme10 11 Order, and the Amended and Restated Employment Agreement, dated as of December 29, 2020 (a12 may be further amended and restated from time to time), by and between Wave and the KEI13 Participant, shall remain in full force and effect.If the Decision Maker (as defined in the Bidding Procedures Order) deems the Stalkin21 Horse Agreement (which was not the Successful Bid after the Auction) the Successful Bid i22 accordance with the procedures described in the Sale Motion, the Debtors shall notify the Stalkin23 Horse Bidder in writing (such notice, the “Successful Bidder Notice”) no later than one (1)The Closing (as defined in the Stalking Horse Agreement) shall take place vi3 electronic exchange of closing documents and signature pages on the date that is the latest of (i) tw4 (2) Business Days after the satisfaction of the conditions set forth in Sections 10.1, 10.2 and 10.3 5 the Stalking Horse Agreement (or the waiver of any condition by the party entitled to waive th6 condition); (ii) three (3) Business Days after the date of the delivery of the Successful Bidder Notic7 8Except as expressly set forth in this Stipulation, nothing contained herein shall be a15 16 admission or a waiver of any substantive or procedural rights, remedies, claims, or defenses of any o17 the Parties, including the Debtors' right to seek further extensions or modification of the KEIP, th18 A redacted copy of the First Amendment to Asset Purchase Agreement by and between the Debtorand the Stalking Horse Bidder dated as of January 25, 2021, which reflects the modifications describe27 herein, is attached to the Stipulation as Exhibit B.

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1 SIDLEY AUSTIN LLP Samuel A. Newman (SBN 217042) 2 (sam.newman@sidley.com) The following constitutes the order of the Court. Genevieve G. Weiner (SBN 254272) Signed: January 26, 2021 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 M. Elaine Hammond 6 Facsimile: 213.896.6600 U.S. Bankruptcy Judge 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 In re: ) Case No. 20-50682 (MEH) 18 ) WAVE COMPUTING, INC., et al., ) Chapter 11 (Jointly Administered) 19 ) Debtors.1 ) ORDER APPROVING STIPULATION 20 ) REGARDING DEADLINES UNDER (I) THE KEY EMPLOYEE INCENTIVE ) 21 PLAN; AND (II) THE STALKING ) HORSE AGREEMENT 22 ) ) Related to Docket Nos.: (cid:20)(cid:19)(cid:27)(cid:27) 23 ) ) 24 ) 25 26 1 The Debtors in these chapter 11 cases are Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, Inc27 Wave Computing (UK) Limited, Imagination Technologies, Inc., Caustic Graphics, Inc., and MIP28 Tech, LLC. The Debtors’ mailing address is 3201 Scott Blvd, Santa Clara, CA 95054.

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1 Upon the stipulation (the “Stipulation”)2 of the Debtors, the Stalking Horse Bidder, an 2 Committee, by and through their respective undersigned counsel; and the relief requested in th 3 Stipulation being in the best interests of the Debtors’ estates, their creditors and other parties i4 interest; and after due deliberation and sufficient cause appearing therefor, 5 IT IS HEREBY ORDERED THAT: 6 1. The Stipulation is approved. 7 2. The deadline for the Debtors to obtain Court approval of an Acceptable Plan 8 Acceptable Sale (in each case, as defined in the KEIP) is extended to March 31, 2021. 9 3. Except as provided herein, the terms of the Original KEIP Order, the KEIP Amendme10 11 Order, and the Amended and Restated Employment Agreement, dated as of December 29, 2020 (a12 may be further amended and restated from time to time), by and between Wave and the KEI13 Participant, shall remain in full force and effect. 14 4. The Debtors are authorized, but not required, to amend the KEIP to reflect the deadlin15 extension approved in this Order. 16 5. The Sale Termination Date is extended to March 15, 2021. 17 6. The Debtors shall use commercially reasonable efforts to cause the Court to enter th18 19 Sale Order (as defined in the Stalking Horse Agreement) by no later than March 10, 2021. 20 7. If the Decision Maker (as defined in the Bidding Procedures Order) deems the Stalkin21 Horse Agreement (which was not the Successful Bid after the Auction) the Successful Bid i22 accordance with the procedures described in the Sale Motion, the Debtors shall notify the Stalkin23 Horse Bidder in writing (such notice, the “Successful Bidder Notice”) no later than one (1) Busines24 Day prior to the date on which the Debtors file a notice with the Court declaring the Stalking Hors25 26 27 2 Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to it ithe Stipulation.

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1 Bidder a Successful Bidder. 2 8. The Closing (as defined in the Stalking Horse Agreement) shall take place vi3 electronic exchange of closing documents and signature pages on the date that is the latest of (i) tw4 (2) Business Days after the satisfaction of the conditions set forth in Sections 10.1, 10.2 and 10.3 5 the Stalking Horse Agreement (or the waiver of any condition by the party entitled to waive th6 condition); (ii) three (3) Business Days after the date of the delivery of the Successful Bidder Notic7 8 and (iii) March 2, 2021. 9 9. The deadline for the Stalking Horse Bidder to designate additions to or removals fro10 Schedule 2.1(i) to the Stalking Horse Agreement (i.e., the Schedule of Assumed Agreements) i11 extended to the Business Day prior to the Closing Date. 12 10. Except as provided herein, the terms of the Stalking Horse Agreement shall remain i13 full force and effect. 3 14 11. Except as expressly set forth in this Stipulation, nothing contained herein shall be a15 16 admission or a waiver of any substantive or procedural rights, remedies, claims, or defenses of any o17 the Parties, including the Debtors' right to seek further extensions or modification of the KEIP, th18 Plan, the Stalking Horse Agreement, and/or any related documents. 19 12. The Court shall retain jurisdiction to hear and determine all matters arising from or 20 related to the implementation, interpretation, or enforcement of the Stipulation or this Order. 21 ** END OF ORDER ** 22 23 24 25 26 3 A redacted copy of the First Amendment to Asset Purchase Agreement by and between the Debtorand the Stalking Horse Bidder dated as of January 25, 2021, which reflects the modifications describe27 herein, is attached to the Stipulation as Exhibit B. In accordance with the Sealing Order, the identitof the Stalking Horse Bidder will remain redacted unless a Requesting Party (as defined in the Sealin

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1 COURT SERVICE LIST 2 3 (cid:40)(cid:38)(cid:41)(cid:3)(cid:51)(cid:68)(cid:85)(cid:87)(cid:76)(cid:70)(cid:76)(cid:83)(cid:68)(cid:81)(cid:87)(cid:86)4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28