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Full title: Transfer of Claim. (#). Transfer Agreement 3001 (e) 1 Transferors: TAOS MOUNTAIN, LLC (Amount $39,215.00) To Argo Partners. Fee Amount $26 Filed by Creditor Argo Partners. (Gold, Matthew) (Entered: 02/01/2021)

Document posted on Jan 31, 2021 in the bankruptcy, 3 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Debtor in proceedings forganization (the "Proceedings") in the United States Bankruptcy Court for the Northern District of California, San Jose Division (the "Court"), jointministered under Wave Computing, Inc Case No. 20-50682 in the currently outstanding amount of not less than $39,215.00 and all rights and benefits of Assignlating to the Claim, including without limitation the Proof of Claim identified below and Assignor's rights to receive all interest, penalties and fees, if any, whiay be paid with respect to the Claim and all other claims, causes of action against the Debtor, its affiliates, any guarantor or other third party and all cacurities, instruments and other property which may be paid or issued by Debtor in satisfaction of the Claim, together with voting and other rights and benefising from, under or relating to any of the foregoing.e term "Proof of Claim" shall mean any and all proofs of claim that may be filed in respect of the Claim or any part thereof, whether formal or informal ahether previously or hereafter filed (including without limitation, that certain proof of claim in the amount of $ , which has been duly and timely filed in toceedings and which has not been revoked or superseded, a true and correct copy of which is annexed to this Assignment of Claim).ssignor further represents and warrants that: the amount of the Claim is not less than $39,215.00; the Claim in that amount is valid and enforceable; no objection e Claim exists; the Claim is listed by the Debtor on its schedule of liabilities as amended to date ("Schedule") as such; no consent, approval, filing or corporartnership or other action is required as a condition to, or otherwise in connection with, the execution, delivery and performance of this Agreement by Assignis Agreement has been duly authorized, executed and delivered by Assignor and Assignor has the requisite power and authority to execute, deliver and perforis Agreement; this Agreement constitutes the valid, legal and binding agreement of Assignor, enforceable against Assignor in accordance with its terms; yment or other distribution has been received by Assignor, or by any third party on behalf of Assignor, in full or partial satisfaction of, or in connection with taim; Assignor has not engaged in any acts, conduct or omissions that might result in Assignee receiving in respect of the Claim proportionately less payments stributions or less favorable treatment per dollar of claim than other unsecured creditors; the Claim is not subject to any factoring agreement; Assignor has neviously assigned, sold or pledged the Claim to any third party, in whole or in part; Assignor owns and has title to the Claim free of any and all liens, securiterests or encumbrances of any kind or nature whatsoever; and it is not subject to any offset, defenses or subordination that have been or may be asserted by or half of Debtor or any other party to reduce the amount of the Claim or to impair its value. the event the Cla

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Northern District of California, San Jose Division In re Wave Computing, Inc, Case No. 20-50682 Court ID (Court use only)_____________ NOTICE OF TRANSFER OF CLAIM OTHER THAN FOR SECURITY A CLAIM HAS BEEN FILED IN THIS CASE or deemed filed under 11 U.S.C. § 1111(aT).r ansferee hereby gives notice pursuant to Rule 3001(e)(1), Fed. R. Bankr. P., of the transfer, other than for security, of the claim referenced in this notice. Name of Transferee Name of Transferor Argo Partners TAOS MOUNTAIN, LLC Name and Address for notices and payments: Court Record Address of Transferor 12 West 37th Street, 9th Floor (Court Use Only) New York, NY 10018 Phone: Name & Current Address of Transferor TAOS MOUNTAIN, LLC DEPT LA 24843 PASADENA,CA 91185 Phone:(888) 826-7686 Court Claim # Sched F $39,215.00 I declare under penalty of perjury that the information provided in this notice is true and correct to the best of my knowledge andbelief. By:/s/ Matt Friend Date: February 1, 2021 Transferee/Transferee's Agent Penalty for making a false statement: Fine of up to $500,000 or imprisonment for up to 5 years, or both. 18 U.S.C. §§ 152 & 3571. ~~DEADLINE TO OBJECT TO TRANSFER~~ The transferor of claim named above is advised that this Notice of Transfer of Claim Other Than for Security has been filed in the clerk's office ofthis court as evidence of the transfer. Objections must be filed with the court within twenty (20) days of the mailing of this notice. If no objectionis timely received by the court, the transferee will be substituted as the original claimant without further order of the court. Date:___________ ______________________________ CLERK OF THE COURT

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OS MOUNTAIN, LLC, having a mailing address at DEPT LA 24843 , PASADENA, CA 91185 ("Assignor"), in consideration of the sum of (turchase Price")or of the Claim (the "Purchase Rate", does hereby transfer to Argo Partners, which includes Argo Partners II LLC and Arrtners Fund III LLC, having an address at 12 West 37th Street, 9th Fl. New York, NY 10018 ("Assignee") all of Assignor's right, title and interest in and to clai claims of Assignor, as more specifically set forth (the "Claim") against Wave Computing, Inc. Case No. 20-50682, ("Debtor") Debtor in proceedings forganization (the "Proceedings") in the United States Bankruptcy Court for the Northern District of California, San Jose Division (the "Court"), jointministered under Wave Computing, Inc Case No. 20-50682 in the currently outstanding amount of not less than $39,215.00 and all rights and benefits of Assignlating to the Claim, including without limitation the Proof of Claim identified below and Assignor's rights to receive all interest, penalties and fees, if any, whiay be paid with respect to the Claim and all other claims, causes of action against the Debtor, its affiliates, any guarantor or other third party and all cacurities, instruments and other property which may be paid or issued by Debtor in satisfaction of the Claim, together with voting and other rights and benefising from, under or relating to any of the foregoing. The Claim is based on amounts owed to Assignor by Debtor as set forth below and this assignment shall emed an absolute and unconditional assignment of the Claim for the purpose of collection and shall not be deemed to create a security interest. For the avoidan doubt, the Claim shall include, without limitation, any and all cure claims, reclamation claims and administrative priority claims that may arise out of the saderlying contracts or facts and circumstances that give rise to the Claim. e term "Proof of Claim" shall mean any and all proofs of claim that may be filed in respect of the Claim or any part thereof, whether formal or informal ahether previously or hereafter filed (including without limitation, that certain proof of claim in the amount of $ , which has been duly and timely filed in toceedings and which has not been revoked or superseded, a true and correct copy of which is annexed to this Assignment of Claim). For the avoidance of doubt,e Proof of Claim amount differs from the Claim amount set forth above, Assignee shall nevertheless be deemed the owner of the entire Proof of Claim subject e terms of this Agreement and shall be entitled to identify itself as owner of such Proof of Claim on the records of the Court. ssignor further represents and warrants that: the amount of the Claim is not less than $39,215.00; the Claim in that amount is valid and enforceable; no objection e Claim exists; the Claim is listed by the Debtor on its schedule of liabilities as amended to date ("Schedule") as such; no consent, approval, filing or corporartnership or other action is required as a condition to, or otherwise in connection with, the execution, delivery and performance of this Agreement by Assignis Agreement has been duly authorized, executed and delivered by Assignor and Assignor has the requisite power and authority to execute, deliver and perforis Agreement; this Agreement constitutes the valid, legal and binding agreement of Assignor, enforceable against Assignor in accordance with its terms; yment or other distribution has been received by Assignor, or by any third party on behalf of Assignor, in full or partial satisfaction of, or in connection with taim; Assignor has not engaged in any acts, conduct or omissions that might result in Assignee receiving in respect of the Claim proportionately less payments stributions or less favorable treatment per dollar of claim than other unsecured creditors; the Claim is not subject to any factoring agreement; Assignor has neviously assigned, sold or pledged the Claim to any third party, in whole or in part; Assignor owns and has title to the Claim free of any and all liens, securiterests or encumbrances of any kind or nature whatsoever; and it is not subject to any offset, defenses or subordination that have been or may be asserted by or half of Debtor or any other party to reduce the amount of the Claim or to impair its value. Assignor agrees to indemnify Assignee from all losses, damages abilities, including attorneys fees and expenses, which result from Assignor's breach of any representation, warranty or covenant set forth herein, or from ation, proceedings, objection or investigation relating to any attempt or threatened attempt to avoid, disallow, reduce, subordinate or otherwise impair the Claim herwise delay payments or distributions in respect of the Claim. Neither party hereto assumes or shall be responsible for any obligations or liabilities of the othrty related to or in connection with this Assignment of Claim. ssignor is aware that the above Purchase Price may differ from the amount ultimately distributed in the Proceedings with respect to the Claim and that suount may not be absolutely determined until entry of a final order confirming a plan of reorganization. Assignor acknowledges that, except as set forth in tssignment, neither Assignee nor any agent or representative of Assignee has made any representation whatsoever to Assignor regarding the status of toceedings, the condition of Debtor (financial or otherwise) or any other matter relating to the Proceedings, the Debtor or the Claim. Assignor represents that it hequate information concerning the business and financial condition of Debtor and the status of the Proceedings to make an informed decision regarding the sale e Claim and that it has independently and without reliance on Assignee, and based on such information as Assignor has deemed appropriate (includiformation available from the files of the Court in the Proceedings), made its own analysis and decision to enter into this Assignment of Claim. ssignee assumes all of the recovery risk in terms of the amount paid on the Claim. Assignee does not, however, assume the risk that all or any part of the Claay become, becomes, or is disallowed, avoided, reduced, disputed, objected to or otherwise impaired in any way (any of the occurrences or conditions describedferenced herein singularly and/or collectively as an "Impairment"). In the event of Impairment, Assignor agrees to immediately refund an amount equal to trtion of the Claim Amount subject to the Impairment multiplied by the Purchase Rate. the event the Claim is ultimately allowed in an amount in excess of the amount purchased herein, Assignor is hereby deemed to sell to Assignee, and Assignreby agrees to purchase, the balance of said Claim at the same percentage of claim paid herein not to exceed twice the Claim amount specified above. Assignall remit such payment to Assignor upon Assignee's satisfaction in its sole discretion that the Claim has been allowed in the higher amount and that neither taim nor distributions thereon is subject to any potential objection or reduction by the Debtor. ssignor hereby irrevocably appoints Assignee as its true and lawful attorney and authorizes Assignee to act in Assignor's stead, to demand, sue for, compromid recover all such amounts as now are, or may hereafter become, due and payable for or on account of the Claim herein assigned. Assignor grants unto Assignll authority to do all things necessary to enforce the claim and its rights thereunder pursuant to this Assignment of Claim. Assignor agrees that the powers grant this paragraph are discretionary in nature and that Assignee may exercise or decline to exercise such powers at Assignee's sole option. Assignee shall have ligation to take any action to prove or defend the Claim's validity or amount in the Proceedings. Assignor agrees to take such further action, at its own expense, ay be necessary or desirable to effect the assignment of the Claim and any payments or distributions on account of the Claim to Assignee including, withoitation, the execution of appropriate transfer powers, corporate resolutions and consents. ssignor agrees to forward to Assignee all notices received from Debtor, the Court or any third party with respect to the Claim assigned herein and to vote taim, and to take such other action with respect to the Claim in the Proceedings, as Assignee may from time to time request. Assignor further agrees that a

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ssignor hereby acknowledges that Assignee may at any time reassign the Claim, together with all right, title and interest of Assignee in and to this Assignment aim. All representations, warranties, indemnities and agreements made herein shall survive the execution and delivery of this Assignment of Claim and any su-assignment. This Assignment of Claim may be executed in counterparts and all such counterparts taken together shall be deemed to constitute a single agreemeis Assignment of Claim shall be governed by and construed in accordance with the laws of the State of New York. Any action arising under or relating to tssignment of Claim may be brought in any State or Federal court located in the State of New York, and Assignor consents to and confers personal jurisdiction ovssignor by such court or courts and agrees that service of process may be upon Assignor by mailing a copy of said process to Assignor at the address set forth is Assignment of Claim, and in any action hereunder Assignor waives the right to demand a trial by jury. CONSENT AND WAIVER ssignor hereby acknowledges and consents to all of the terms set forth in this Assignment of Claim and hereby waives its right to raise any objections thereto an right to receive notice pursuant to Rule 3001 of the Rules of Bankruptcy Procedure. 1/26/2021 WITNESS WHEREOF, the undersigned Assignor hereunto sets its hand this _________ day of ______________ 2020. TEST: 888-826-7686 y:__________________________ __________________________ ignature Telephone # 408-588-1295 acctrec@taos.com Kevin O'Hare CFO _________________________ __________________________ __________________________rint Name/Title Fax # E-mail AOS MOUNTAIN, LLC WITNESS WHEREOF, the undersigned Assignee hereunto sets its hand this _________ day of ______________TEST: :_________________________ att Friend rgo Partners 12)-643-6401 Fax ennis Ogut