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Full title: Order Approving Stipulation Regarding Proposed Term Sheet For Global Settlement (RE: related document(s)1105 Stipulation to Approve Document filed by Debtor Wave Computing, Inc.). (acr) (Entered: 02/03/2021)

Document posted on Feb 2, 2021 in the bankruptcy, 26 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

23 24 25 26 27 1 The Debtors in these chapter 11 cases are Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, I 1Upon the stipulation (the “Stipulation”),2 dated February 2, 2021, of Wave Computing, I2 and its debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”) in 3 above-captioned chapter 11 cases (the “Chapter 11 Cases”), Prestige Century Investments Limi4 (“Prestige”), CIP United Co., Ltd.The original License Agreements, as defined below, were entered into between Prestige Century Investments Limited (“Prestige”) and the predecessor to MIPS Tech, LLC (“MIPS”), and then assigned by Prestige to CIP United Co. Ltd.License Agreements Upon the Effective Date, the Master Technology License Agreement (the “MTLA”), the MIPS Architecture and Core Technology Schedule for Licensed MIPS Technology (the “Architecture-Core Technology Schedule”), and the MIPS Technology Schedule for License of MIPS Architecture Compatible Cores and Sublicensing Licensed MIPS 3 The term “Debtors” shall refer collectively to Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, Inc., Wave Computing (UK) Limited, Imagination Technologies, Inc., Caustic Graphics, Inc., and MIPS Tech, LLC, as debtors and debtors in possession in the chapter 11 cases filed in the United States Bankruptcy Court for the Northern District of California, San Jose Division, and being jointly administered under Case No. 20-50682.

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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: February 3, 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 11 Suite 2000 Dallas, TX 75201 12 Telephone: 214.981.3300 Facsimile: 214.981.3400 13 Attorneys for Debtors andDebtors in 14 Possession 15 UNITED STATES BANKRUPTCY COURT 16 NORTHERN DISTRICT OF CALIFORNIA 17 SAN JOSE DIVISION 18 In re: ) Case No. 20-50682 (MEH) ) 19 WAVE COMPUTING, INC., et al., ) Chapter 11 (Jointly Administered)) 20 Debtors.1 ) ORDER APPROVING STIPULATION ) REGARDING PROPOSED TERM SHE 21 FOR GLOBAL SETTLEMENT ) ) 22 Related to Docket No. 1105 ) 23 24 25 26 27 1 The Debtors in these chapter 11 cases are Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, I

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1 Upon the stipulation (the “Stipulation”),2 dated February 2, 2021, of Wave Computing, I2 and its debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”) in 3 above-captioned chapter 11 cases (the “Chapter 11 Cases”), Prestige Century Investments Limi4 (“Prestige”), CIP United Co., Ltd. (“CIP”), Tallwood Technology Partners, LLC (“Tallwood,” 5 together with the Debtors, Prestige, and CIP, the“Parties”);and the relief requested in the Stipulat6 being in the best interests of the Debtors’ estates, their creditors and other parties ininterest; and a7 due deliberation and sufficient cause appearing therefor, 8 IT IS HEREBY ORDERED THAT: 9 1. The Stipulation is approved. 10 2. The Term Sheet, which is attached hereto as Exhibit 1 and fully incorporated her11 by reference, is approved. 12 3. Each of the Parties are bound by the provisions of the Term Sheet, including 13 14 obligations and rights set forth therein. 15 4. Each of the Parties is deemed an intended beneficiary of the Term Sheet. 16 5. The Parties are deemed to have consented to the Debtors’ (or reorganized Debtors’17 applicable) assumption of the License Agreements under section 365(a) of the Bankruptcy Cod18 modified by the Term Sheet, such consent deemed to have occurred upon the execution date of 19 Term Sheet. 20 6. The Parties are deemed to have agreed that all of the requirements of section 365(b21 22 the Bankruptcy Code have been met, including that no cure payment shall be due in connection 23 the assumption under section 365(a), such consent deemed to have occurred upon the execution d24 of the Term Sheet. 25 26 27 2 Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to i

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1 7. The CIP cure objection deadlines, including the deposition deadlines, suppleme2 briefing deadline, and February 9 hearing, are deemed to be mooted by the execution of the T 3 Sheet and such deadlines and hearing are hereby suspended and cancelled. 4 8. Upon confirmation of the Chapter 11 Plan, Proofs of Claim Nos. 56, 57, 58, and5 shall be disallowed. 6 9. Notwithstanding any resolution herein, Proofs of Claim Nos. 56, 57, 58, and 59 are 7 8 entitled to vote on the Chapter 11 Plan. 9 10. The Court shall retain jurisdiction to hear and determine all matters arising from or rela10 to the implementation, interpretation, or enforcement of the Stipulation or this Order. 11 ** END OF ORDER ** 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

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EXHIBIT 1 Term Sheet

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PROPOSED TERM SHEET FOR GLOBAL SETTLEMENT Once executed, this Term Sheet represents a binding agreement, which remains subject to the satisfactory negotiation and execution of appropriate definitive documentation and the other matters referred to herein. OVERVIEW1 Purpose of Term Sheet The original License Agreements, as defined below, were entered into between Prestige Century Investments Limited (“Prestige”) and the predecessor to MIPS Tech, LLC (“MIPS”), and then assigned by Prestige to CIP United Co. Ltd. (“CIP”) and Prestige jointly. The purpose of this term sheet (this “Term Sheet”) is to represent a commitment of both parties to resolve their prepetition disputes. Effective Date The effective date (the “Effective Date”) of this Term Sheet shall occur immediately following (i) entry of the order Confirming the Chapter 11 Plan;2 (ii) the Effective Date of the Chapter 11 Plan (as defined therein); and (iii) the filing by Debtors3 of a Notice of Effective Date or similar document which publicly states that the conditions for the Effective Date of the Chapter 11 Plan have been met. License Agreements Upon the Effective Date, the Master Technology License Agreement (the “MTLA”), the MIPS Architecture and Core Technology Schedule for Licensed MIPS Technology (the “Architecture-Core Technology Schedule”), and the MIPS Technology Schedule for License of MIPS Architecture Compatible Cores and Sublicensing Licensed MIPS Cores (the “License-Sublicense Technology Schedule,”) and together with the MTLA and the Architecture-Core Technology Schedule, as each may have been be amended, modified, and/or amended and restated from time to time, the (“License Agreements” or “License”), shall be modified as set forth herein. The parties’ rights and obligations under the License Agreements shall remain in effect as expressly set forth in the License Agreements, except to the extent such rights and obligations are expressly modified, amended, or otherwise clarified by this Term Sheet (including by Exhibit 1, Exhibit 2, and Exhibit 3 attached hereto and any definitive documentation entered into pursuant to this Term Sheet). 1 Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the MTLA. 2 The term “Chapter 11 Plan” shall refer to the Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc., and its Debtor Affiliates, and includes all supplements, modifications, or amendments relating thereto. 3 The term “Debtors” shall refer collectively to Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, Inc., Wave Computing (UK) Limited, Imagination Technologies, Inc., Caustic Graphics, Inc., and MIPS Tech, LLC, as debtors and debtors in possession in the chapter 11 cases filed in the United States Bankruptcy Court for the Northern District of California, San Jose Division, and being jointly administered under Case No. 20-50682.

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Exhibit 2 License Deliverables

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Exhibit 3 IP Security Questionnaire

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1 COURT SERVICE LIST 2 ECF Parties by ECF. 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