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Full title: Objection Limited Objection and Reservation of Rights of Drawbridge 3201 Scott, LLC (RE: related document(s)1055 Motion to Sell Property Free and Clear Under 363(f)). Filed by Interested Party Drawbridge 3201 Scott, LLC (Dunn, Joseph) (Entered: 02/04/2021)

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

Bankrupt11 Summary (Automatically Generated)

3 Drawbridge is the landlord under that certain postpetition lease (the “Lease”), dated as of 4 April 28, 2020, by and between Drawbridge and Debtor MIPS Tech, LLC (“MIPS Tech”), for the 5 Leased Premises, as such term is defined in the Lease. Approving the Drawbridge Lease [Dkt. 198], pursuant to which the Court (i) approved the Lease in 8 its entirety, (ii) authorized MIPS Tech to enter into the Lease, (iii) authorized MIPS Tech to execute9 deliver, implement, and fully perform any and all obligations, instruments, and ancillary agreements10 and to take any all actions reasonably necessary to perform all obligations contemplated under the 11 Lease, and (iv) approved any such actions.In the Motion the Debtors seek, among other things, an order (i14 approving that certain purchase agreement, dated as of December 10, 2020 (the “APA”), by and 15 between the Debtors and an unidentified purchaser (the “Purchaser”), a copy of which is attached as16 Exhibit 2 to the order entered by the Court on December 17, 2020 [Dkt. 940], and (ii) authorizing th17 sale of the Purchased Assets (as defined in the APA) free and clear of all liens, claims, 18 encumbrances, and other interests.9 Accordingly, Drawbridge files this Limited Objection to object to the Motion to the extent 10 the Lease is hereafter designated a Purchased Contract to be sold to Purchaser, and reserves the righ11 to supplement this objection in that event.In the event Purchaser does not designate the Lease as a 12 Purchased Contract, Drawbridge will withdraw this Limited Objection.

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1 Joseph R. Dunn (SBN 238069) MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO P.C. 2 3580 Carmel Mountain Road, Suite 300 San Diego, CA 92130 3 Tel: 858-314-1500 Fax: 858-314-1501 4 Email: jrdunn@mintz.com 5 Attorneys for Drawbridge 3201 Scott, LLC 6 7 8 UNITED STATES BANKRUPTCY COURT 9 NORTHERN DISTRICT OF CALIFORNIA 10 SAN JOSE DIVISION 11 In re Case No. 20-50682-MEH 12 WAVE COMPUTING, INC., et al., Chapter 11 (Jointly Administered) 13 Debtors.1 LIMITED OBJECTION AND RESERVATION OF RIGHTS OF 14 DRAWBRIDGE 3201 SCOTT, LLC TO MOTION FOR ENTRY OF AN ORDER 15 CONDITIONALLY (I) AUTHORIZING THE SALE OF THE ASSETS OF THE 16 DEBTORS FREE AND CLEAR OF ALL LIENS, CLAIMS, ENCUMBRANCES, AND 17 OTHER INTERESTS, (II) APPROVING THE STALKING HORSE AGREEMENT, 18 (III) AUTHORIZING THE ASSUMPTION AND ASSIGNMENT OF EXECUTORY 19 CONTRACTS AND UNEXPIRED LEASES, AND (IV) GRANTING RELATED RELIEF 20 Hearing 21 Date: February 18, 2021 Time: 10:15 a.m. 22 Judge: Hon. M. Elaine Hammond 23 Drawbridge 3201 Scott, LLC (“Drawbridge”) hereby submits this limited objection to and 24 reservation of rights (the “Limited Objection”) regarding the Motion for Entry of Order 25 Conditionally (I) Authorizing the Sale of the Assets of the Debtors Free and Clear of all Liens, 26 Claims, Encumbrances, and Other Interests, (II) Approving the Stalking Horse Agreement, (III) 27 1 The Debtors in these chapter 11 cases are Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, Inc., Wave Computing

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1 Authorizing the Assumption and Assignment of Executory Contracts and Unexpired Leases, and (IV 2 Granting Related Relief [Dkt. 1055] (the “Motion”), filed by the Debtors. 3 Drawbridge is the landlord under that certain postpetition lease (the “Lease”), dated as of 4 April 28, 2020, by and between Drawbridge and Debtor MIPS Tech, LLC (“MIPS Tech”), for the 5 Leased Premises, as such term is defined in the Lease. On June 8, 2020, the Court entered its Order 6 Granting Amended Motion of Debtors Pursuant to 11 U.S.C. §§ 105(a) and 363(b) for an Order 7 Approving the Drawbridge Lease [Dkt. 198], pursuant to which the Court (i) approved the Lease in 8 its entirety, (ii) authorized MIPS Tech to enter into the Lease, (iii) authorized MIPS Tech to execute9 deliver, implement, and fully perform any and all obligations, instruments, and ancillary agreements10 and to take any all actions reasonably necessary to perform all obligations contemplated under the 11 Lease, and (iv) approved any such actions. 12 On January 15, 2021, the Debtors filed the Motion, which is scheduled for hearing on 13 February 18, 2021 (the “Hearing”). In the Motion the Debtors seek, among other things, an order (i14 approving that certain purchase agreement, dated as of December 10, 2020 (the “APA”), by and 15 between the Debtors and an unidentified purchaser (the “Purchaser”), a copy of which is attached as16 Exhibit 2 to the order entered by the Court on December 17, 2020 [Dkt. 940], and (ii) authorizing th17 sale of the Purchased Assets (as defined in the APA) free and clear of all liens, claims, 18 encumbrances, and other interests. Pursuant to Section 2.1(i) of the APA, the Purchased Assets 19 include “all Contracts to which any of the Sellers2 is party, to the extent set forth in Schedule 2.1(i), 20 as such schedule may be amended pursuant to Purchaser’s instructions in accordance with Section 21 2.5” (the “Purchased Contracts”). Further, pursuant to Section 2.5(b) of the APA, until three days 22 prior to the Hearing [i.e., February 15, 2021] (the “Schedule 2.1(i) Deadline”), the Purchaser may 23 designate any contract of any Seller as a Purchased Contract and have Schedule 2.1(i) amended 24 accordingly to reflect such designation. 25 As of the date of this Limited Objection, the Debtors have not filed Schedule 2.1(i) to the 26 APA or otherwise identified the universe of Purchased Contracts. Accordingly, it is unclear at this 27

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1 time whether the Debtors are seeking to sell and assign the Lease to Purchaser pursuant to the APA 2 and the Motion. 3 The Lease, including Section 7.1 of the Lease, restricts assignment of the Lease without 4 satisfaction of certain conditions, including the prior written consent of Drawbridge. Drawbridge 5 has not consented to assignment of the Lease to the Purchaser, whose identity is still unknown to 6 Drawbridge. Further, neither the Debtors nor the Purchaser has requested that Drawbridge provide 7 written consent to assignment of the Lease to Purchaser. Therefore, any proposed assignment of the 8 Lease under the APA would violate the terms of the Lease. 9 Accordingly, Drawbridge files this Limited Objection to object to the Motion to the extent 10 the Lease is hereafter designated a Purchased Contract to be sold to Purchaser, and reserves the righ11 to supplement this objection in that event. In the event Purchaser does not designate the Lease as a 12 Purchased Contract, Drawbridge will withdraw this Limited Objection. 13 Dated: February 4, 2021 MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO, P.C. 14 15 16 Joseph R. Dunn 17 Attorneys for Drawbridge 3201 Scott, LLC 18 19 20 21 22 23 24 25 26 27