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Full title: Sixth Amended Chapter 11 Plan Sixth Amended Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc. and Its Debtor Affiliates Filed by Debtor Wave Computing, Inc. (RE: related document(s)600 Chapter 11 Plan filed by Debtor Wave Computing, Inc., 775 Amended Chapter 11 Plan filed by Debtor Wave Computing, Inc., 806 Amended Chapter 11 Plan filed by Debtor Wave Computing, Inc., 816 Amended Chapter 11 Plan filed by Debtor Wave Computing, Inc., 846 Amended Chapter 11 Plan filed by Debtor Wave Computing, Inc., 1063 Amended Chapter 11 Plan filed by Debtor Wave Computing, Inc.). (Attachments: # 1 Exhibit A - Org Chart) (Newman, Samuel) (Entered: 02/05/2021)

Document posted on Feb 4, 2021 in the bankruptcy, 92 pages and 3 tables.

Bankrupt11 Summary (Automatically Generated)

(ii) if suc14 General Administrative Expense Claim is not Allowed as of the Effective Date, no later than thirt(30) days after the date on which an order allowing such General Administrative Expense Clai15 becomes a Final Order, or as soon as reasonably practicable thereafter; (iii) at such time and upon sucterms as may be agreed upon by such Holder and the Debtors, the Reorganized Debtors, or the Wind16 Down Debtors, as applicable; or (iv) at such time and upon such terms as set forth in an order of th17 Bankruptcy Court.The Liquidating Trust Manager shall have the exclusive right, authority, andiscretion to determine and to initiate, File, prosecute, enforce, abandon, settle, compromise, releas3 withdraw, litigate to judgment, sell, transfer or assign any such Causes of Action (including Avoidanc 4 Actions) and to decline to do any of the foregoing without the consent or approval of any third part(other than the Liquidating Trust Advisory Board, where such approval is required by the Liquidatin 5 Trust Agreement) or further notice to or action, order, or approval of the Bankruptcy Court, althougthe Liquidating Trust Manager may seek Bankruptcy Court approval of any settlement or compromis6 of such Causes of Action. In the event that any Plan Distribution to any Holder of Allowed Claims is returned aundeliverable, no Plan Distribution to such Holder shall be made unless and until the Disbursing Age6 has determined the then-current address of such Holder, at which time such Plan Distribution shall bmade to such Holder without interest; provided however, that such Plan Distributions shall be deeme7 unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of one year frothe Effective Date.Any Holder of such Secured Claim (and the applicable agents fo14 such Holder) shall be authorized and directed, at the sole cost and expense of the ReorganizeDebtors or the Wind-Down Debtors, as applicable, to release any collateral or other property 15 any Debtor (including any cash collateral and possessory collateral) held by such Holder (an16 the applicable agents for such Holder), and to take such actions as may be reasonably requesteby the Reorganized Debtors or the Wind-Down Debtors, as applicable, to evidence the releas17 of such Lien, including the execution, delivery, and Filing or recording of such releases.(I) resolve any cases, controversies, suits, disputes, or Causes of Action that may arise iconnection with the Consummation, interpretation, or enforcement of this Plan or any Entity’s 27 obligations incurred in connection with this Plan; 1 (J) issue injunctions, enter and implement other orders, or take such other actions as mabe necessary to restrain interference by any Entity with Consummation or enforcement of this Plan; 2 (K) resolve any cases, controversies, suits, disputes, or Causes of Action with respect to 3 the releases, injunctions, exculpations, and other provisions contained in Article IX hereof and entersuc

List of Tables

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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 11 Suite 2000 Dallas, TX 75201 12 Telephone: 214.981.3300 Facsimile: 214.981.3400 13 Attorneys for Debtors and Debtors in 14 Possession 15 UNITED STATES BANKRUPTCY COURT 16 NORTHERN DISTRICT OF CALIFORNIA 17 SAN JOSE DIVISION 18 19 In re: ) Case No. 20-50682 (MEH) ) 20 WAVE COMPUTING, INC., et al., ) Chapter 11 (Jointly Administered) ) 21 Debtors.1 ) SIXTH AMENDED JOINT CHAPTER 11 ) PLAN OF REORGANIZATION FOR 22 ) WAVE COMPUTING, INC. AND ITS ) DEBTOR AFFILIATES 23 ) ) Dated: February 5, 2021 24 ) ) 25 26 27 1 The Debtors in these Chapter 11 Cases are Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, IncWave Computing (UK) Limited, Imagination Technologies, Inc., Caustic Graphics, Inc., and MIP

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1 TABLE OF CONTENTS ARTICLE I DEFINED TERMS AND RULES OF INTERPRETATION .......................................... 2 A. Defined Terms .............................................................................................................. 3 B. Rules of Interpretation ................................................................................................ 2 4 C. Computation of Time .................................................................................................. 2 5 D. Reference to Monetary Figures ................................................................................... 2 6 E. Reference to the Debtors, the Reorganized Debtors, or the Wind-Down 7 Debtors ........................................................................................................................ 2 8 F. Controlling Document ................................................................................................ 2 9 ARTICLE II ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY CLAIMS ..................... 210 A. General Administrative Expense Claims .................................................................... 211 B. DIP Claims .................................................................................................................. 212 C. Professional Claims .................................................................................................... 213 D. Priority Tax Claims ..................................................................................................... 214 ARTICLE III CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS ............ 215 A. Classification of Claims and Interests ......................................................................... 216 B. Treatment of Claims and Interests .............................................................................. 217 C. Treatment of DIP Claims and Tallwood Claims if the Asset Sale Distribution is Elected ..................................................................................................................... 318 D. Special Provision Governing Unimpaired Claims ...................................................... 319 E. Elimination of Vacant Classes .................................................................................... 320 F. Acceptance or Rejection of this Plan .......................................................................... 321 G. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy 22 Code ............................................................................................................................ 323 ARTICLE IV MEANS FOR IMPLEMENTATION OF THIS PLAN .............................................. 324 A. General Settlement of Claims and Interests ................................................................ 325 B. Plan Transactions ........................................................................................................ 326 C. Cancellation of Existing Securities and Agreements .................................................. 327 D. Section 1146 Exemption ............................................................................................. 3

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1 E. The Restructuring........................................................................................................ 4 2 F. Asset Sale Distribution ............................................................................................... 4 3 G. Liquidating Trust ........................................................................................................ 4 4 ARTICLE V TREATMENT OF EXECUTORY CONTRACTS ...................................................... 5 5 A. Assumption of Executory Contracts ........................................................................... 5 6 B. Claims Based on Rejection of Executory Contracts ................................................... 5 7 C. Cure of Defaults for Assumed Executory Contracts ................................................... 5 8 D. Preexisting Obligations to the Debtors under Executory Contracts ........................... 6 9 E. Insurance Policies ....................................................................................................... 610 F. Reservation of Rights .................................................................................................. 611 G. Employee Compensation and Benefits ....................................................................... 612 H. Contracts and Leases Entered Into After the Petition Date ........................................ 613 ARTICLE VI PROVISIONS GOVERNING DISTRIBUTIONS ...................................................... 614 A. Timing and Calculation of Amounts to Be Distributed .............................................. 615 B. Disbursing Agent ........................................................................................................ 616 C. Rights and Powers of Disbursing Agent ..................................................................... 617 D. Delivery of Distributions and Undeliverable or Unclaimed Distributions ................. 618 E. Manner of Payment ..................................................................................................... 619 F. Exemption From Registration Requirements .............................................................. 620 G. Compliance with Tax Requirements ........................................................................... 621 H. Allocations .................................................................................................................. 622 I. No Postpetition Interest on Claims ............................................................................. 623 J. Foreign Currency Exchange Rates .............................................................................. 624 K. Setoffs and Recoupments ............................................................................................ 625 L. Claims Paid or Payable by Third Parties .................................................................... 626 ARTICLE VII THE PLAN ADMINISTRATOR ............................................................................... 627 A. The Plan Administrator ............................................................................................... 628

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1 C. Tax Returns ................................................................................................................. 6 2 D. Dissolution of the Wind-Down Debtors ..................................................................... 6 3 ARTICLE VIII PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS ................................................................................................... 6 4 A. Allowance of Claims ................................................................................................... 6 5 B. Claims Administration Responsibilities ..................................................................... 6 6 C. Adjustment to Claims without Objection ................................................................... 7 7 D. Time to File Objections to Claims .............................................................................. 7 8 E. Disallowance of Claims or Interests ........................................................................... 7 9 F. Amendments to Proofs of Claim................................................................................. 710 G. No Transfers of Claims After Effective Date ............................................................. 711 H. No Distributions Pending Allowance ......................................................................... 712 I. Distributions after Allowance ..................................................................................... 713 ARTICLE IX SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS ........ 714 A. Discharge of Claims and Termination of Interests ..................................................... 715 B. Release of Liens .......................................................................................................... 716 C. Releases by the Debtors .............................................................................................. 717 D. Consensual Releases by the Releasing Parties ............................................................ 718 E. Exculpation ................................................................................................................. 719 F. Injunction .................................................................................................................... 720 G. Only Consensual Non-Debtor Releases ...................................................................... 721 H. Provision Regarding SEC ........................................................................................... 722 I. Protections Against Discriminatory Treatment .......................................................... 723 J. Reimbursement or Contribution ................................................................................. 724 ARTICLE X CONDITIONS PRECEDENT TO CONFIRMATION AND 25 CONSUMMATION OF THIS PLAN .................................................................................... 726 A. Conditions Precedent to the Effective Date ................................................................ 727 B. Waiver of Conditions .................................................................................................. 728

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1 D. Substantial Consummation ......................................................................................... 7 2 ARTICLE XI MODIFICATION, REVOCATION, OR WITHDRAWAL OF THIS PLAN ............ 7 3 A. Modifications and Amendments ................................................................................. 7 4 B. Effect of Confirmation on Modifications ................................................................... 7 5 C. Revocation or Withdrawal of Plan .............................................................................. 7 6 ARTICLE XII RETENTION OF JURISDICTION ........................................................................... 8 7 ARTICLE XIII MISCELLANEOUS PROVISIONS ......................................................................... 8 8 A. Immediate Binding Effect ........................................................................................... 8 9 B. Additional Documents ................................................................................................ 810 C. Payment of Statutory Fees .......................................................................................... 811 D. Dissolution of the Committee and Cessation of Fee and Expense Payment .............. 812 E. Reservation of Rights .................................................................................................. 813 F. Successors and Assigns ............................................................................................... 814 G. Notices ........................................................................................................................ 815 H. Term of Injunctions or Stays....................................................................................... 816 I. Entire Agreement ........................................................................................................ 817 J. Exhibits and Annexes ................................................................................................. 818 K. Nonseverability of Plan Provisions ............................................................................. 819 L. Votes Solicited in Good Faith ..................................................................................... 820 M. Governing Law ........................................................................................................... 821 N. Waiver or Estoppel ..................................................................................................... 822 O. Closing of These Chapter 11 Cases ............................................................................ 823 24 25 26 27 28

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1 Wave Computing, Inc., a Delaware corporation (“Wave”); MIPS Tech, Inc., a Delawarcorporation; Hellosoft, Inc., a Delaware corporation; Wave Computing (UK) Limited, a Unite 2 Kingdom limited corporation; Imagination Technologies, a Delaware corporation; Caustic GraphicInc., a Delaware corporation; and MIPS Tech, LLC, a Delaware limited liability company (eac3 a “Debtor” and collectively, the “Debtors”), along with Tallwood Technology Partners LLC, 4 California limited liability company, and the Committee (as defined below) propose this joint chapte11 plan of reorganization (this “Plan”) for the resolution of the outstanding claims against, and equit5 interests in, the Debtors. Although proposed jointly for administrative purposes, this Plan constitutea separate Plan for each Debtor. Holders of Claims or Interests may refer to the Disclosure Stateme6 for a discussion of the Debtors’ history, business, assets, results of operations, historical financiinformation, risk factors, a summary and analysis of this Plan, and certain related matters. Th 7 Debtors, Tallwood (as defined below), and the Committee (as defined below) are co-proponents 8 this Plan within the meaning of section 1129 of the Bankruptcy Code (collectively, the “Plan CoProponents”). 9 ALL HOLDERS OF CLAIMS, TO THE EXTENT APPLICABLE, ARE ENCOURAGED T10 READ THIS PLAN AND THE DISCLOSURE STATEMENT IN THEIR ENTIRETY BEFOR11 VOTING TO ACCEPT OR REJECT THIS PLAN. 12 ARTICLE I DEFINED TERMS AND RULES OF INTERPRETATION 13 A. Defined Terms 14 As used in this Plan, capitalized terms have the meanings set forth below. 15 1. “Administrative Expense Claim(s)” means a Claim for costs and expenses 16 administration of the Chapter 11 Cases arising on or after the Petition Date and until and including th17 Effective Date that is allowable under section 503(b) of the Bankruptcy Code and entitled to prioritunder sections 507(a)(2), 507(b), or 1114(e)(2) of the Bankruptcy Code that has not already been pai18 including: (i) the actual and necessary costs and expenses of preserving the Estates and operating thDebtors’ businesses; (ii) the DIP Claims; (iii) the Professional Claims; and (iv) all fees and charge19 assessed against the Estates pursuant to section 1930 of chapter 123 of title 28 of the United StateCode. 20 21 2. “Administrative Expense Claims Bar Date” means the deadline for Filing requests fpayment of Administrative Expense Claims, which: (i) with respect to General Administrativ22 Expense Claims other than those that were accrued in the ordinary course of business, shall be 30 dayafter the Effective Date; and (ii) with respect to Professional Claims, shall be 45 days after th23 Effective Date. 24 3. “Affiliate(s)” has the meaning set forth in section 101(2) of the Bankruptcy Code. Wit25 respect to any Person or Entity that is not a Debtor, the term “Affiliate” shall apply to such persons aif the Person or Entity were a Debtor. 26 4. “Allowed” means, as to a Claim or an Interest, or any portion of such Claim or Interes27 a Claim or Interest that either (i) is listed in the Schedules as neither disputed, contingent, nunliquidated and with respect to which no contrary or superseding Proof of Claim has been Filed, an28

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1 that has not been paid pursuant to an order of this Bankruptcy Court or otherwise satisfied prior to thEffective Date; (ii) is evidenced by a Proof of Claim Filed on or before the applicable Bar Date f2 which no objection has been Filed on or before the Claims Objection Deadline; (iii) is not the subjeof an objection to allowance that was Filed on or before the Claims Objection Deadline; (iv) has n3 been settled, waived, withdrawn, or denied pursuant to a Final Order; or (v) is expressly allowed (a4 pursuant to a Final Order; (b) pursuant to an agreement between the Holder of such Claim or Intereand the Debtors or the Reorganized Debtors, as applicable; or (c) pursuant to the terms of this Pla5 provided, however, that proofs of interest need not be Filed with respect to any Interest. For thavoidance of doubt, a Claim evidenced by a Proof of Claim Filed after the applicable Bar Date sha6 not be Allowed for any purposes whatsoever absent entry of a Final Order allowing such late-FileClaim. 7 8 5. “Applicable Benchmark Rate” means (i) on or before December 31, 2021, LIBOR an(ii) on and after January 1, 2022, SOFR. 9 6. “Asset Sale” means the sale or sales of substantially all of the Debtors’ assets i10 accordance with the terms of this Plan, pursuant to a purchase price and such other terms as arreasonably acceptable to the Debtors, in consultation with the Committee. 11 7. “Asset Sale Election Notice” means a notice Filed with the Plan Supplement indicatin12 that the Debtors have elected to pursue the Asset Sale. 13 8. “Asset Sale Distribution” means a liquidation in accordance with Section IV.F here14 pursuant to which the Sale Proceeds are distributed, which shall occur only if (i) the Debtors, iconsultation with the Committee, elect to pursue the Asset Sale, (ii) the Debtors File an Asset Sal15 Election Notice, (iii) the Sale Order is entered authorizing the Asset Sale, and (iv) the Purchase anSale Agreement, in form and substance acceptable to the Debtors, in consultation with the Committe16 and the Purchaser, is entered into prior to the filing of the Plan Supplement and consummated on prior to the Effective Date. 17 18 9. “Assumed Purchaser Obligations” has the meaning set forth in the Purchase and SalAgreement (or such other similar term as may be used in the Purchase and Sale Agreement). 19 10. “Avoidance Action(s)” means any and all actual or potential avoidance, recover20 subordination, or other Claims, Causes of Action, or remedies that may be brought by or on behalf othe Debtors, their Estates, the Committee, any other interested party authorized by the Bankruptc21 Court, or other successor to the rights of the Debtors’ Estates, including Claims, Causes of Action, 22 remedies under sections 510, 542, 543, 544, 545, 547, 548, 549, 550, 551, 553, and 724(a) of thBankruptcy Code or under similar local, state, federal, or foreign statutes and common law, includin23 fraudulent and voidable transfer laws. 24 11. “Bankruptcy Code” means title 11 of the United States Code 11 U.S.C. §§ 101-153as in effect on the Petition Date, together with all amendments, modifications, and replacements of th25 foregoing that are made retroactive to the Petition Date, as the same may exist on any relevant date tthe extent applicable to the Chapter 11 Cases. 26 27 12. “Bankruptcy Court” means the United States Bankruptcy Court for the NortherDistrict of California, San Jose Division.

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1 13. “Bankruptcy Rule(s)” means the Federal Rules of Bankruptcy Procedure promulgateunder section 2075 of title 28 of the United States Code and the general, local, and chambers rules 2 the Bankruptcy Court, each as amended from time to time. 3 14. “Bar Date” means August 31, 2020, the date listed in the Notice of 341(a) Meeting Creditors via Telephone Conference and Notice of Bar Date at Docket Number 86 as the date b4 which Proofs of Claim must be Filed with respect to Claims other than Administrative Expense Claim5 or other Claims for which the Bankruptcy Court enters an order excluding the holders of such Claimfrom the requirement of Filing Proofs of Claim by such date. 6 15. “Business Day” means any day other than a Saturday, Sunday, or other day on whic7 the New York Stock Exchange or NASDAQ is closed for trading. 8 16. “Cash” means cash in legal tender of the United States of America and cas9 equivalents, including bank deposits, checks, and other similar items. 10 17. “Cause(s) of Action” means any Claims, interests, damages, remedies, causes of actiodemands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privilege11 licenses, Liens, indemnities, guaranties, and franchises of any kind or character whatsoever, whethknown or unknown, foreseen or unforeseen, existing or hereinafter arising, contingent or no12 contingent, liquidated or unliquidated, secured or unsecured, assertable, directly or derivativelmatured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or otherwise. Cause13 of Action also include: (i) all rights of setoff, counterclaim, or recoupment; (ii) claims under contract14 or for breaches of duties imposed by law; (iii) the right to object to or otherwise contest Claims Interests; (iv) claims pursuant to sections 362, 510, 542, 543, 544 through 550, or 553 of th15 Bankruptcy Code; (v) such claims and defenses as fraud, mistake, duress, and usury, and any othdefenses set forth in section 558 of the Bankruptcy Code; and (vi) any claim under any state or foreig16 law, including, without limitation, any fraudulent transfer or similar claim. For the avoidance of doub“Causes of Action” includes any rights of the Estates to seek recovery, under any legal theor17 whatsoever, against Windtree, Oakmont Corporation and any of their direct or indirect member18 shareholders, stockholders, partners, affiliates, or transferees (whether initial, immediate or mediatwith respect to the Windtree Redemption. 19 18. “Chapter 11 Cases” means the cases filed by the Debtors under chapter 11 of th20 Bankruptcy Code and jointly administered as case number 20-50682. 21 19. “CIP Parties” means CIP United Co., Ltd. and Prestige Century Investments Limited22 20. “CIP Settlement” means, in the event of a Restructuring, the agreement between th23 Debtors or Reorganized Debtors, as applicable, and the CIP Parties pursuant to which (i) thReorganized Debtors assume certain Executory Contracts with one or both of the CIP Parties with 24 Cure in the amount of $0.00; and (ii) the Debtors or Reorganized Debtors, as applicable, becomentitled to a prepayment from the CIP Parties of the royalties or license fees arising under suc25 assumed Executory Contracts. 26 21. “CIP Settlement Proceeds” means the Cash proceeds of any royalty prepayment th27 the Debtors or Reorganized Debtors may receive pursuant to the CIP Settlement, which, other thathe GUC CIP Settlement Proceeds, may be used to fund ordinary operating expenses of th

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1 Senior Secured Note, the GUC Loan, the Secured Subordinated Note, and the Intercreditor Agreemenas applicable), and cannot be paid to any Holder of Interests in Reorganized Wave as a dividend o2 other payment (except in such equity holder’s capacity as a secured creditor of the ReorganizeDebtors). 3 22. “Claim(s)” means any claim, as defined in section 101(5) of the Bankruptcy Cod4 against any of the Debtors. 5 23. “Claims and Balloting Agent” means Donlin Recano & Company, Inc., the notic6 claims, and solicitation agent retained by the Debtors in these Chapter 11 Cases. 7 24. “Claims Objection Deadline” means the deadline for Filing an objection to any Claiincluding any Claim for damages arising from the Debtors’ rejection of any Executory Contract, whic8 deadline shall be one hundred eighty (180) days after the Effective Date, subject to any extension9 approved by an order of the Bankruptcy Court; provided, however, that the Claims Objection Deadlinshall not apply to any Claim Filed after the applicable Bar Date. 10 25. “Claims Register” means the official register of Claims maintained by the Claims an11 Balloting Agent. 12 26. “Class” means a category of Holders of Claims or Interests pursuant to sections 1122(and 1123(a) of the Bankruptcy Code. 13 27. “CM/ECF” means the Bankruptcy Court’s Case Management and Electronic Cas14 Filing system. 15 28. “Collateral” means (i) substantially all current and future assets of each of the Debtor16 of any nature or type whatsoever, including, without limitation, Cash, accounts, accounts receivablgoods, instruments, investment property (including ownership interests in corporations, partnership17 and limited liability companies), inventory, vehicles, customer lists, trademarks, copyrights, brandknow-how and other intellectual property, plant and equipment, patents, trade secrets, tax assets, re18 property and/or leasehold rights, personal property, commercial tort claims, any tangible or intangibl19 assets, and any and all proceeds of the foregoing; provided, however that “Collateral” shall exclud(a) any other Cause of Action or Avoidance Action under the Bankruptcy Code or applicable no20 bankruptcy law (or recovery thereunder), (b) the GUC Accounts Receivable Proceeds, and, applicable, (c) the GUC CIP Settlement Proceeds; and (ii) substantially all of the capital stock and/21 equity interests held by any of the Debtors in another Entity. 22 29. “Committee” means the official statutory committee of unsecured creditors appointe23 by the U.S. Trustee pursuant to section 1102 of the Bankruptcy Code for these Chapter 11 Cases oMay 18, 2020. 24 30. “Compensation and Benefits Programs” means all employment and severanc25 agreements and policies, and all employment, compensation, and benefit plans, policies, savings planretirement plans, deferred compensation plans, supplemental executive retirement plans, healthcar26 plans, disability plans, severance benefit plans, incentive plans, life and accidental death andismemberment insurance plans, and programs of the Debtors, and all amendments and modification27 thereto, applicable to the Debtors’ employees, former employees, retirees, and non-employee directorand the employees, former employees and retirees of their subsidiaries.

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1 31. “Conditions Precedent” has the meaning set forth in Section X. 2 32. “Confirmation” means entry of the Confirmation Order on the docket of these Chapt11 Cases. 3 33. “Consummation” means the occurrence of the Effective Date. 4 34. “Confirmation Hearing” means the hearing(s) before the Bankruptcy Court und5 section 1128 of the Bankruptcy Code at which the Debtors seek entry of the Confirmation Order. 6 35. “Confirmation Order” means the order of the Bankruptcy Court confirming this Pla7 under section 1129 of the Bankruptcy Code, which order shall be in form and substance reasonablacceptable to the Plan Co-Proponents. 8 36. “Cure” means payment of all amounts, including an amount of $0.00, required to cur9 any monetary defaults under any Executory Contract (or such lesser amount as may be agreed upo10 by the parties to the Executory Contract) that is to be assumed by the Debtors pursuant to sections 36or 1123 of the Bankruptcy Code. 11 37. “Cure Notice(s)” means any Filed notice of a proposed Cure, as may be amende12 modified, or supplemented from time to time. 13 38. “D&O Liability Insurance Policies” means all insurance policies issued at any time tany of the Debtors for directors’, managers’, and officers’ liability existing as of the Petition Dat14 (including any “tail policy” or run-off coverage) and all agreements, documents, or instrument15 relating thereto. 16 39. “De Minimis Unsecured Claim(s)” means any unsecured Claims, other than aAdministrative Expense Claim, a Priority Claim, a Series E Section 510(b) Claim, a Series D Sectio17 510(b) Claim, or an Intercompany Claim, in an amount of $2,000 or less. 18 40. “Debtor(s)” has the meaning ascribed to it in the recitals. 19 41. “Debtor Release Parties” means, collectively, (i) the Debtors; (ii) the ReorganizeDebtors or the Wind-Down Debtors, as applicable; (iii) Sanjai Kohli; (iv) Thomas FitzGeral20 (v) Lawrence Perkins; (vi) SierraConstellation Partners; and (vii) all current officers and directors 21 the Debtors. 22 42. “Debtor Release” means the releases of the Released Parties provided for in SectioIX.C. 23 43. “Definitive Documentation” means the definitive documents and agreement24 governing the Plan Transactions contemplated by the Plan, consisting of: (i) the Plan (and all exhibit25 supplements, and annexes thereto); (ii) the Confirmation Order and pleadings in support of entry othe Confirmation Order; (iii) the Disclosure Statement and the other solicitation materials Filed wit26 respect to the Plan; (iv) the order of the Bankruptcy Court approving the Disclosure Statement ansuch other solicitation materials; (v) the documentation with respect to the DIP Facility (including th27 DIP Note, the Interim DIP Order, the Final DIP Order, the DIP Motion, and all other motions, noticedeclarations, orders, stipulations, or other documents related to the DIP Note); (vi) the documentatio

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1 with respect to the Senior Secured Note, the GUC Loan, and the Secured Subordinated Note; (vii) thExit Facility Documents; (viii) amended employment agreements for each executive officer of th 2 Reorganized Debtors; (ix) the certificates of incorporation, limited liability agreements, bylaws, another New Organizational Documents (as applicable) of the Reorganized Debtors; and (x) all oth3 documents that will comprise the Plan Supplement or that are otherwise related to the Plan. 4 44. “DIP Agent” means Tallwood Management Company, LLC in its capacity a5 administrative and collateral agent under the DIP Facility. 6 45. “DIP Claim(s)” means, only to the extent actually advanced to the Debtors by the DILender, those debtor-in-possession, post-petition loans approved on a final basis in the Final DI 7 Order in the total amount of up to $10,286,511 consisting of (i) a new money facility in the aggregatprincipal amount of up to $7,500,000 subject to the Debtors’ operational needs on or before th 8 Effective Date; and (ii) a refinancing facility in the aggregate principal amount of up to $2,786,519 rolled up on a dollar-for-dollar basis as new money is advanced, which equals that portion Prepetition Tallwood Debt constituting Post-UCC-1 Draws plus interest of $36,511 thereon. 10 46. “DIP Facility” means the secured, superpriority postpetition financing in the aggregat11 principal amount of up to $10,286,511 approved on a final basis in the Final DIP Order. 12 47. “DIP Lender” means Tallwood in its capacity as lender under the DIP Note. 13 48. “DIP Motion” means the Motion of Debtors Pursuant to 11 U.S.C. §§ 105(a), 361, 3614 363, and 364 for Orders Authorizing (I) Postpetition Financing; (II) Cash Collateral Use; (IIAdequate Protection to Existing Secured Parties; (IV) Liens and Superpriority Claims; and (15 Modifying the Automatic Stay Filed on the Petition Date at Docket Number 14. 16 49. “DIP Note” means that certain Amended and Restated Senior Secured Super-PrioritDebtor-in-Possession Promissory Note (as the same may be amended, restated, supplemented, 17 otherwise modified from time to time) by and between Wave, as borrower, each of the other Debtoparties, as note parties and guarantors, Tallwood, as lender, and the DIP Agent, as administrative an18 collateral agent under the DIP Facility. 19 50. “DIP Orders” means the Interim DIP Order and the Final DIP Order. 20 51. “Disallowed” means, as to a Claim or an Interest, a Claim or an Interest (or portio21 thereof) that has been disallowed, denied, dismissed, or overruled pursuant to this Plan or a Final Ordof the Bankruptcy Court, or any other court of competent jurisdiction. 22 52. “Disbursing Agent” means (i) in the case of a Restructuring, the Reorganized Debtor23 or any agent appointed or engaged by the Liquidating Trust Manager or the Liquidating Trust on beha24 of the Liquidating Trust, and in the case of an Asset Sale Distribution, the Plan Administrator; or (isuch other Entity designated by the Debtors, Reorganized Debtors, Liquidating Trust Manager 25 Liquidating Trust, Wind-Down Debtors or Plan Administrator to hold and disburse the PlaDistributions to Holders of Allowed Claims, Allowed Interests, or other eligible Entities pursuant t26 the terms of this Plan. 27

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1 53. “Disclosure Statement” means the disclosure statement for this Plan, Filecontemporaneously herewith and incorporated by reference herein, including all exhibits an2 schedules thereto. 3 54. “Disputed” means, as to a Claim or Interest, a Claim or an Interest (or portion thereo(i) that is neither an Allowed Claim nor a Disallowed Claim; (ii) that is listed on the Schedules a4 “disputed”; or (iii) for which a timely objection to such Claim has been Filed, which objection has n5 been withdrawn or determined pursuant to a Final Order. 6 55. “Disputed General Unsecured Claims Reserve” means the reserve established anmaintained by the Liquidating Trust for holders of Disputed General Unsecured Claims against th 7 Debtors that are subsequently Allowed and entitled to distributions from the Liquidating Trust. 8 56. “Distributable Trust Assets” means Cash constituting Liquidating Trust Assets, oth9 than Cash in an amount (i) as of the Effective Date equal to $1 million or (ii) after the Effective Datdetermined by the Liquidating Trust Manager, in each case allocated to the Liquidating Tru10 Administration Reserve. 11 57. “Distribution Date” means, except as otherwise set forth herein, the date or datedetermined by the Debtors or the Reorganized Debtors, on or after the Effective Date, with the fir12 such date occurring on or as soon as is reasonably practicable after the Effective Date, upon which thDisbursing Agent shall make Plan Distributions in accordance with the terms of this Plan. 13 14 58. “Distribution Record Date” means the record date for purposes of making PlaDistributions under this Plan (other than distributions from Liquidating Trust to its beneficiaries und15 the terms of the Liquidating Trust Agreement), which date shall be the Effective Date. 16 59. “Effective Date” means the date that is the first Business Day after Confirmation owhich all Conditions Precedent have been satisfied or waived in accordance with this Plan and th17 Confirmation Order. 18 60. “Entity” has the meaning set forth in section 101(15) of the Bankruptcy Code. 19 61. “Estate(s)” means the estate(s) of any of the Debtors created under section 301 and 5420 of the Bankruptcy Code upon the commencement of each of the Debtors’ Chapter 11 Cases. 21 62. “Excess General Unsecured Claim Amount” means the amount of the Allowed GenerUnsecured Claims that, on the Effective Date, exceeds the balance of the GUC Loan, which amou22 shall accrue interest at the Federal Judgment Rate. 23 63. “Exculpated Parties” means collectively, and in each case, solely in its capacity as suc24 (i) the Debtor Release Parties; (ii) the Tallwood Release Parties; (iii) each of the respective curreprofessionals, advisors, accountants, attorneys, investment bankers, consultants, employees, agent25 and other representatives of each of the Debtor Release Parties and each of the Tallwood ReleasParties; (iv) the Committee and its current and former members; (v) the Professionals; and (vi) eac26 of the professionals, advisors, accountants, attorneys, investment bankers, consultants, employeeagents and other representatives of each of the current and former members of the Committe27 provided, however, that, if the Asset Sale Distribution is elected, the DIP Claims and the TallwooClaims shall receive the treatment set forth in Section III.C.

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1 64. “Executory Contract” means a contract to which one or more of the Debtors is a partand that is subject to assumption or rejection under section 365 of the Bankruptcy Code. 2 65. “Exit Facility” means the first Lien senior secured revolving credit facility provided fo3 under the Exit Facility Documents in a maximum amount of the Exit Facility Commitment AmounThe Exit Facility shall be secured by first-priority Liens and pledges on the Collateral, pari passu wit4 the Liens and pledges of the Senior Secured Note, subject to and in accordance with the terms of th 5 Intercreditor Agreement, and the proceeds shall be used to provide liquidity to the ReorganizeDebtors for general corporate purposes. Should Tallwood, in its sole discretion, increase the amou6 of its commitment under the Exit Facility, management of the Reorganized Debtors shall have absolutdiscretion to direct and control the use of all amounts funded in excess of the Exit Facility Commitme 7 Amount. No payments of principal or interest shall be permitted during the first year of the Ex 8 Facility term. 9 66. “Exit Facility Agreement” means that certain credit, loan or other agreement, dated aof the Effective Date, by and among the Reorganized Debtors and the Exit Lender, the terms of whic10 shall be acceptable to the Debtors and the Exit Lender and consistent with the Exit Facility Term Sheattached as an exhibit to the Plan Supplement, and shall be subject to the Intercreditor Agreement. 11 67. “Exit Facility Commitment Amount” means $5,110,000. 12 68. “Exit Facility Documents” means, collectively, the Exit Facility Agreement, and an13 and all other agreements, documents, certificates and instruments delivered or to be entered into i14 connection therewith, the terms of which shall be reasonably acceptable to the Debtors and the ExLender and consistent with the Exit Facility Term Sheet attached as an exhibit to the Plan Supplemen15 69. “Exit Facility Term Sheet” means that certain term sheet describing the terms of th16 Exit Facility attached as an exhibit to the Plan Supplement. 17 70. “Exit Lender” shall mean Tallwood in its capacity as lender under the Exit Facility. 18 71. “Federal Judgment Rate” means the federal judgment rate in effect as of the Petitio19 Date. 20 72. “File,” “Filed,” or “Filing” means file, filed, or filing with the Bankruptcy Court or itauthorized designee in these Chapter 11 Cases. 21 73. “Final DIP Order” means the Final Order Granting Motion of Debtors Pursuant to 122 U.S.C. §§ 105(a), 361, 362, 363, and 364 for Orders Authorizing (I) Postpetition Financing; (II) CasCollateral Use; (III) Adequate Protection to Existing Secured Parties; (IV) Liens and Superpriorit23 Claims; and (V) Modifying the Automatic Stay entered by the Bankruptcy Court o24 September 24, 2020 at Docket Number 537. 25 74. “Final Order” means as applicable, an order or judgment of the Bankruptcy Court other court of competent jurisdiction with respect to the relevant subject matter that has not bee26 reversed, stayed, modified, or amended, and as to which the time to appeal or seek certiorari haexpired and no appeal or petition for certiorari has been timely taken, or as to which any appeal th27 has been taken or any petition for certiorari that has been or may be Filed has been resolved by thhighest court to which the order or judgment could be appealed or from which certiorari could b

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1 sought or the new trial, reargument, or rehearing shall have been denied, resulted in no modificatioof such order, or has otherwise been dismissed with prejudice. 2 75. “General Administrative Expense Claim(s)” means an Administrative Expense Clai3 other than a DIP Claim or Professional Claim. 4 76. “General Unsecured Claim(s)” means any Claim other than an Administrative Expens 5 Claim, a De Minimis Unsecured Claim, a Priority Claim, a Tallwood Claim, a Secured Tax Claim, aOther Secured Claim, a Series E Section 510(b) Claim, a Series D Section 510(b) Claim, or a 6 Intercompany Claim. 7 77. “Governing Body” means, in each case in its capacity as such, the board of directorboard of managers, manager, general partner, investment committee, special committee, or suc8 similar governing body of any of the Debtors, the Reorganized Debtors, or the Wind-Down Debtor9 as applicable. 10 78. “Governmental Unit” has the meaning set forth in section 101(27) of the BankruptcCode. 11 79. “GUC Accounts Receivable Proceeds” means, in the event of a Restructurin12 $7,200,000 of Cash collected by the Debtors or Reorganized Debtors, as applicable, on account accounts receivable comprised of (i) the first $4,100,000 collected on or after January 15, 2021, whic13 shall be transferred to the Liquidating Trust on the Effective Date; plus (ii) an additional $3,100,0014 collected on or before December 31, 2021, which shall be transferred to the Liquidating Trust antime on or before December 31, 2021. 15 80. “GUC Accounts Receivable Proceeds Distributable Trust Assets” means Cas16 comprising payments of GUC Accounts Receivables Proceeds other than Cash retained by thLiquidating Trust Manager in the Liquidating Trust Administration Reserve. 17 81. “GUC Board Representative” means the one (1) member of the New Board appointe18 by the Liquidating Trust Manager. 19 82. “GUC CIP Settlement Proceeds” means, in the event of a Restructuring, subject to th20 Reorganized Debtors entering into the CIP Settlement, $4 million of the CIP Settlement Proceeds, afollows: (i) $2 million of the first $10 million of the CIP Settlement Proceeds, and (ii) $2 million 21 the second $10 million of the CIP Settlement Proceeds each of which shall be applied, within fivbusiness days after receipt thereof, to prepay the GUC Loan. 22 83. “GUC Loan” means a new secured loan and security agreement among the Liquidatin23 Trust as the lender, Reorganized Wave as the borrower, and each of the other Reorganized Debtors a24 guarantors in the aggregate principal amount of $36,000,000.00. The GUC Loan will be secured bperfected, second-priority Liens and pledges, pari passu with the Liens and pledges of the Secure25 Subordinated Note, on the Collateral and subject to the terms and conditions described herein, ansubject to the Intercreditor Agreement. 26 (i) The GUC Loan shall accrue interest at the GUC Loan Interest Rate, which shall be du27 and payable in Cash on a quarterly basis.

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1 (ii) Upon the occurrence of an event of default and during the continuation thereoadditional interest shall accrue on any outstanding amounts owed under the GUC Loa2 at a default rate equal to the GUC Loan Interest Rate plus two percent (2%) per annu3 (iii) The GUC Loan shall provide for prepayment of the first $1,000,000.00 of the principamount of the GUC Loan on the Effective Date, which funds may be retained by th 4 Liquidating Trust Manager to pay operating expenses of the Liquidating Trus 5 Thereafter, the GUC Loan shall provide for payment of the remaining principamount, with interest as set forth above, via eleven (11) equal quarterly installment6 commencing on the last day of the fourth month after the Effective Date. The PlaSupplement shall include as an exhibit a 5-year amortization schedule, paid over 7 years in quarterly payments. At the end of such 3-year period, the GUC Loan sha8 provide for a balloon payment of the remaining principal amount. 9 (iv) The GUC Loan shall become due and payable in full in Cash upon the earlier of (three (3) years after the Effective Date, (b) the consummation of a sale of all 10 substantially all of the Debtors’ assets, or (c) a change of control. 11 (v) Prepayments of principal under the GUC Loan shall be permitted at any time at pawithout penalty or premium. Any mandatory prepayment of the GUC Loan, includin12 from the GUC CIP Settlement Proceeds, any Patent Asset Sale or the Priority Tax Ca13 Differential, shall be applied to principal installments in inverse order of maturitOnly voluntary prepayments of the GUC Loan by the Reorganized Debtors shall b14 applied to principal installments in direct order of maturity. 15 (vi) The GUC Loan shall be administered by the Liquidating Trust Manager for the benefof the holders of Allowed General Unsecured Claims, subject to the terms of th16 Intercreditor Agreement (a) stating that upon any sale or change in control, the GULoan shall be paid in full in cash and (b) regulating enforcement of remedies as betwee17 Tallwood and the holder of the GUC Loan. 18 (vii) The GUC Loan shall contain representations and warranties, affirmative and negativ19 covenants and events of default customary for financings of this type, subject treasonably agreed exceptions, carve outs and qualifications. Without limitation, th20 GUC Loan shall (a) prohibit the Reorganized Debtors from incurring financiindebtedness (other than the Exit Facility in an additional amount not to excee21 $5,000,000) without the prior written consent of the holder of the GUC Loan and (22 require the Reorganized Debtors to maintain a Cash balance at or above the MinimuLiquidity Threshold, subject to a 30-day cure period. 23 84. “GUC Loan Distributable Trust Assets” means Cash comprising payments of princip24 and interest made by the Reorganized Debtors under the GUC Loan, including the GUC CISettlement Proceeds, if applicable, other than Cash retained by the Liquidating Trust Manager as th25 Liquidating Trust Expense Advance. 26 85. “GUC Loan Distribution Record Date” means the later of (i) the date in each quart27 upon which payment of principal and interest is due from the Reorganized Debtors in accordance wit

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1 the terms of the GUC Loan or (ii) the date upon which the payment of principal and interest referencein sub-section (i) is actually received by the Liquidating Trust. 2 86. “GUC Loan Interest Rate” means, with respect to the GUC Loan, an interest rate equ3 to the Applicable Benchmark Rate plus five percent (5%) per annum. 4 87. “Holder(s)” means an Entity holding a Claim or Interest, as applicable. 5 88. “Impaired” means, with respect to a Class of Claims or Interests, a Class of Claims 6 Interests that is impaired within the meaning of section 1124 of the Bankruptcy Code. 7 89. “Insurance Contracts” means all insurance policies, including the D&O LiabilitInsurance Policies and the Workers’ Compensation Program, that have been issued (or provid8 coverage) at any time to any of the Debtors (or any of their predecessors) and all agreementdocuments, or instruments relating thereto. 9 10 90. “Insurer” means any company or Entity that issued an Insurance Contract and includeany third-party administrator of or for any Insurance Contract, along with any predecessor11 successors, and/or Affiliates thereto. 12 91. “Intercompany Claim” means a Claim held by a Debtor or an Affiliate against anothDebtor or Affiliate. 13 92. “Intercompany Interest(s)” means any Interest(s) held by a Debtor or an Affiliate. 14 93. “Intercreditor Agreement” means an intercreditor agreement among the Exit Lende15 the holders of the Senior Secured Note and the Secured Subordinated Note, and the lender under th16 GUC Loan. 17 94. “Interest” means (i) any equity security (as defined in section 101(16) of thBankruptcy Code) in any Debtor that existed immediately prior to the Petition Date, including all unit18 shares, common stock, preferred stock, partnership interests, and other instruments evidencing anfixed or contingent ownership in any Debtor or any rights to purchase or demand the issuance of an19 of the foregoing (including options, warrants, stock appreciation rights, phantom stock right20 restricted stock units, redemption rights, repurchase rights, convertible, exercisable or exchangeablsecurities); or (ii) any other agreement, arrangement, or commitment of any character relating to, 21 whose value is related to, any of the foregoing. 22 95. “Interim DIP Order” means the Interim Order Granting Motion of Debtors Pursuato 11 U.S.C. §§ 105(a), 361, 362, 363, and 364 for Orders Authorizing (I) Postpetition Financing; (II23 Cash Collateral Use; (III) Adequate Protection to Existing Secured Parties; (IV) Liens an24 Superpriority Claims; and (V) Modifying the Automatic Stay entered by the Bankruptcy Court oMay 4, 2020 at Docket Number 72. 25 96. “KEIP Order” means the Order Approving Debtors' Motion for the Entry of an Orde26 (I) Authorizing the Debtors to Implement Key Employee Incentive Plan and (II) Granting RelateRelief entered by the Bankruptcy Court on September 23, 2020 at Docket Number 532 and/or any a27 amendments and modifications thereto, as applicable.

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1 97. “LIBOR” means the greater of (i) the three (3) month USD London Interbank OffereRate for the applicable interest period at 11 a.m. New York time two (2) business days prior to th2 start of such interest period and (ii) one percent (1%). 3 98. “Lien” has the meaning set forth in section 101(37) of the Bankruptcy Code. 4 99. “Liquidating Trust” means the liquidation trust established pursuant to Section IV.G. 5 100. “Liquidating Trust Administration Reserve” means the reserve established by th 6 Liquidating Trust for the purpose of maintaining cash allocated and retained by the Liquidating Trufrom time to time in an amount necessary to cover the costs of administration of the Liquidating Trus7 101. “Liquidating Trust Advisory Board” means the committee appointed to consult wit8 the Liquidating Trust Manager regarding the affairs of the Liquidating Trust and to perform such otheduties in accordance with the Liquidating Trust Agreement and Section IV.G.3. 9 10 102. “Liquidating Trust Agreement” the agreement governing the terms and conditions othe Liquidating Trust, which shall be in form and substance reasonably acceptable to the Debtors an11 the Committee. 12 103. “Liquidating Trust Assets” means all of the Estates’ Assets transferred to thLiquidating Trust pursuant to Section IV.G.2; (ii) all Cash and non-Cash assets held in the Liquidatin13 Trust Administration Reserve; and (iii) any other assets to which the Liquidating Trust may from timto time become entitled. 14 15 104. “Liquidating Trust Beneficiaries” means the Holders of Class 5 Claims (GenerUnsecured Claims) and Class 3 Claims (Tallwood Claims) that are entitled to receive payment o16 distribution from the Liquidating Trust, whether or not such Claims are Allowed as of the EffectivDate. 17 105. “Liquidating Trust Expenses” means all actual and necessary costs and expense18 incurred by the Liquidating Trust and the Liquidating Trust Manager in connection with carrying othe obligations of the Liquidating Trust pursuant to the terms of this Plan and the Liquidating Tru19 Agreement. 20 106. “Liquidating Trust Manager” means Robert Kors, as the trustee of the Liquidating Tru21 having primary responsibility for the Liquidating Trust, or any successor appointed in each case iaccordance with the Liquidating Trust Agreement. 22 107. “Minimum Liquidity Threshold” means a Cash balance of $2,000,000, tested on 23 rolling 60-day basis. 24 108. “New Board” means the board of directors of Reorganized Wave, which shall b25 reasonably acceptable to the Debtors, in consultation with Tallwood and the Committee. 26 109. “New Common Stock” means the common stock of Reorganized Wave to be issueand outstanding on the Effective Date if a Restructuring is consummated. 27

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1 110. “New Organizational Documents” means, in the event of a Restructuring, thdocuments providing for corporate governance of the Reorganized Debtors, including charter2 bylaws, operating agreements, or other organizational documents, as applicable, which shall bconsistent with this Plan and section 1123(a)(6) of the Bankruptcy Code (as applicable), which Ne 3 Organizational Documents shall be included in the Plan Supplement and shall be in form and substanc4 reasonably acceptable to the Debtors, in consultation with Tallwood and the Committee. 5 111. “Other Distributable Trust Assets” means Distributable Trust Assets other than (i) GULoan Distributable Trust Assets and (ii) GUC Accounts Receivable Proceeds Distributable Tru 6 Assets. 7 112. “Other Priority Claim” means any Claim other than an Administrative Expense Claior Priority Tax Claim that is entitled to priority in right of payment under section 507(a) of th 8 Bankruptcy Code. 9 113. “Other Secured Claim” means any Secured Claim, including any Secured Tax Clai10 other than a Tallwood Claim. For the avoidance of doubt, Other Secured Claims includes any Claiarising under, derived from, or based upon any letter of credit issued in favor of one or more Debtor11 the reimbursement obligation for which is either secured by a Lien on collateral or is subject to a valiright of setoff pursuant to section 553 of the Bankruptcy Code. 12 114. “Patent Asset Sale” means one or more sales of all or a significant portion of th13 Debtors’ patent portfolio. 14 115. “Person” has the meaning set forth in section 101(41) of the Bankruptcy Code. 15 116. “Petition Date” means April 27, 2020. 16 117. “Plan” has the meaning ascribed to it in the recitals. 17 118. “Plan Administrator” means the person selected by the Debtors, in consultation wit18 Tallwood and the Committee, to administer the Plan Administrator Assets if the Asset SalDistribution is elected. All costs, liabilities, and expenses reasonably incurred by the Pla19 Administrator, and any personnel employed by the Plan Administrator in the performance of the Pla20 Administrator’s duties, shall be paid from the Plan Administrator Assets, subject to and in accordancwith the Wind-Down Budget. 21 119. “Plan Administrator Assets” means, if the Asset Sale Distribution is elected, on th22 Effective Date, all assets of the Estates vested in the Wind-Down Debtors to be administered by thPlan Administrator, and, thereafter, all assets held from time to time by the Wind-Down Debtors to b23 administered by the Plan Administrator 24 120. “Plan Co-Proponents” has the meaning ascribed to it in the recitals. 25 121. “Plan Distribution(s)” means payment(s) or distribution(s) to Holders of Allowe26 Claims, Allowed Interests, or other eligible Entities under this Plan. 27 122. “Plan Objection Deadline” means the date set by the Bankruptcy Court as the deadlinto File an objection to Confirmation of this Plan.

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1 123. “Plan Supplement” means those documents and forms of documents, agreementschedules, and exhibits to this Plan, which shall be Filed by the Debtors no later than fourteen (142 days before the Plan Objection Deadline, or such later date as may be approved by the BankruptcCourt, including, as applicable: (i) the Exit Facility Term Sheet; (ii) the New Organization 3 Documents; (iii) the Rejected Executory Contracts Schedule; (iv) the Cure Notice(s); (v) th 4 Liquidating Trust Agreement; (vi) the identity of the Liquidating Trust Manager and the compensatioof the Liquidating Trust Manager; (vii) the Senior Secured Note; (viii) the GUC Loan and relate5 payment schedule; (ix) the Secured Subordinated Note; (x) the Schedule of Retained Causes of Actio(xi) the Purchase and Sale Agreement, if any; (xii) the identity of the Plan Administrator, if any an6 the compensation of any such Plan Administrator; (xiii) the Plan Administrator Agreement; (xiv) thAsset Sale Election Notice; (xv) the Wind-Down Budget and Wind-Down Milestones; (xvi) th 7 Intercreditor Agreement; and (xvii) any additional documents Filed with the Bankruptcy Court pri8 to the Effective Date as amendments to the Plan Supplement. 9 124. “Plan Transactions” means the transactions described in Section IV.E and Section IV. 10 125. “Postpetition Drawbridge Lease” means that certain Lease, dated April 28, 2020 band between MIPS Tech, LLC and Drawbridge 3201 Scott, LLC pursuant to which the Debtors ar11 leasing a portion of the premises located at 3201 Scott Boulevard, Santa Clara, California 95054 (athe same may be amended, restated, supplemented, or otherwise modified from time to time). 12 13 126. “Postpetition Drawbridge Lease Claim(s)” means, whether known or unknown, anclaims and Causes of Action against and liabilities and obligations of any of (i) the Debtors; (ii) th14 Reorganized Debtors, (iii) the Wind-Down Debtors, (iv) the Purchaser, and/or (v) with respect to eacof the foregoing Entities in clauses (i) through (iv), their respective assets or properties, as applicabl15 arising under or related to the Postpetition Drawbridge Lease. 16 127. “Post-UCC-1 Draws” means the $2,750,000 of prepetition draws under the PrepetitioNote made after January 3, 2020, which is the date upon which the Prepetition Note Lender filed 17 UCC-1 financing statement with respect to Wave. 18 128. “Prepetition Drawbridge Lease” means that certain Lease, dated as of December 119 2013, between Drawbridge 3201 Scott, LLC, as landlord, and MIPS Tech, LLC (f/k/a MIPTechnologies, Inc.), as tenant (as was amended, restated, supplemented, or otherwise modified fro20 time to time). 21 129. “Prepetition Note” means that certain Secured Promissory Note, dated July 5, 2019 (a22 further amended, restated, or otherwise modified from time to time) by and among Wave, as borroweeach subsidiary thereto, as a note party, and Tallwood, as lender, in the maximum aggregate princip23 amount of $19,400,000.00. 24 130. “Prepetition Note Lender” means Tallwood in its capacity as lender under thPrepetition Note. 25 131. “Prepetition Tallwood Debt” means any and all principal, accrued and unpaid interes26 costs, expenses, and other amounts or obligations due under and evidenced by the Prepetition Not27 which as of April 27, 2020, totaled $13,408,137.50, including interest.

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1 132. “Priority Claim(s)” means a Priority Tax Claim, Priority Wage Claim, or Other PrioritClaim. 2 133. “Priority Tax Cap Differential” has the meaning ascribed to it in Section II.D. 3 134. “Priority Tax Claim” means any Claim of a Governmental Unit of the kind specifie4 in section 507(a)(8) of the Bankruptcy Code. 5 135. “Privileges” has the meaning ascribed to it in Section IV.G.5. 6 136. “Pro Rata” means the proportion that an Allowed Claim or an Allowed Interest in 7 particular Class bears to the aggregate amount of Allowed Claims or Allowed Interests in that Class8 137. “Professional” means an Entity: (i) employed pursuant to a Bankruptcy Court order iaccordance with sections 327, 363, or 1103 of the Bankruptcy Code and to be compensated for service9 rendered prior to or on Confirmation, pursuant to sections 327, 328, 329, 330, 331, and 363 of th10 Bankruptcy Code; or (ii) awarded compensation and reimbursement by the Bankruptcy Court pursuato section 503(b)(4) of the Bankruptcy Code. 11 138. “Professional Claim(s)” means a Claim by a Professional seeking an award by th12 Bankruptcy Court of compensation for services rendered or reimbursement of expenses incurrethrough and including Confirmation under sections 330, 331, 503(b)(2), 503(b)(3), 503(b)(4), o13 503(b)(5) of the Bankruptcy Code. 14 139. “Professional Claim Escrow Account” means an interest-bearing escrow account in a15 amount equal to the Professional Claim Reserve Amount funded and maintained by the ReorganizeDebtors after the Effective Date solely for purposes of paying Allowed but unpaid Profession16 Claims. 17 140. “Professional Claim Reserve Account” means the aggregate amount of Allowed anestimated Professional Claims and other Administrative Expense Claims on account of Professional18 (including, for the avoidance of doubt, any transaction or success fees of financial advisors and/investment bankers) incurred upon, and after giving effect to the occurrence of, the Effective Date t19 be paid by the Debtors’ estates less the total of any retainers held by the Professionals. 20 141. “Proof of Claim” means a proof of claim Filed against any of the Debtors in thes21 Chapter 11 Cases on or before the applicable Bar Date. 22 142. “Purchase and Sale Agreement” means one or more asset purchase agreementpursuant to which the Asset Sale is consummated. 23 143. “Purchaser” means the purchaser or purchasers under the Purchase and Sal24 Agreement, together with their successors and permitted assigns. 25 144. “Reinstate,” “Reinstated,” or “Reinstatement” means, with respect to Claims an26 Interests, that the Claim or Interest shall be rendered Unimpaired in accordance with section 1124 the Bankruptcy Code. 27

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1 145. “Rejected Executory Contracts Schedule” means the schedule of Executory Contractto be rejected by the Debtors pursuant to this Plan, as may be amended, modified, or supplemente2 from time to time, which schedule (including any amendments, modifications, or supplements theretshall be in form and substance reasonably acceptable to the Debtors, in consultation with Tallwoo3 and the Committee, and shall be Filed no later than fourteen (14) days before the Plan Objectio 4 Deadline, or such later date as may be approved by the Bankruptcy Court. 5 146. “Released Parties” means collectively, and in each case, in its capacity as such: (i) thDebtor Release Parties; (ii) the Tallwood Release Parties; (iii) the Committee and its current an6 former members; (iv) the Professionals; and (v) with respect to each of the foregoing Entities iclauses (i) through (iv), such entity’s current and former Affiliates and subsidiaries, and such Entitie7 and their current and former Affiliates’ and subsidiaries’ current and former directors, manager8 officers, principals, members, employees, agents, advisors, advisory board members, financiadvisors, attorneys, accountants, investment bankers, consultants, professionals and othe9 representatives, equity holders (regardless of whether such interests are held directly or indirectlypredecessors, and successors and assigns, each in its capacity as such; provided, however, that forme10 officers and directors of the Debtors as well as current and former shareholders of the Debtors arexpressly excluded, except for those shareholders specifically enumerated herein; and provided furth11 that, if the Asset Sale Distribution is elected, the DIP Claims and the Tallwood Claims shall receiv12 the treatment set forth in Section III.C. 13 147. “Releasing Parties” means collectively, and in each case, in its capacity as such: (i) thDebtor Release Parties; (ii) the Tallwood Release Parties; (iii) the Committee; (iv) the Professional14 (v) each Holder of a Claim and/or Interest that (a) votes to accept the Plan or (b) makes the opt-ielection on the applicable ballot or form and timely returns such ballot or form pursuant to th15 instructions set forth therein; and (vi) with respect to each of the foregoing Entities in clauses (through (v), such Entity’s current and former Affiliates and subsidiaries, and such Entities’ and thei16 current and former Affiliates’ and subsidiaries’ current and former directors, managers, officer17 principals, members, employees, agents, advisors, advisory board members, financial advisorattorneys, accountants, investment bankers, consultants, professionals and other representative18 equity holders (regardless of whether such interests are held directly or indirectly), predecessors, ansuccessors and assigns, each in its capacity as such; provided, however, that former officers an19 directors of the Debtors as well as current and former shareholders of the Debtors are expressl20 excluded, except for those shareholders specifically enumerated herein; and provided further that, ithe Asset Sale Distribution is elected, the DIP Claims and the Tallwood Claims shall receive th21 treatment set forth in Section III.C. 22 148. “Reorganized Debtors” means, if an Asset Sale Distribution is not elected, a Debtor any successor or assign thereto, by merger, consolidation, or otherwise, on or after the Effective Dat23 149. “Reorganized Wave” means, in the event of a Restructuring, at the discretion of th24 Plan Co-Proponents, either (i) Wave, as reorganized pursuant to and under the Plan, or (ii) a newl25 created holding company, which shall own each of the other Reorganized Debtors. 26 150. “Restructuring” means the transactions and reorganization contemplated by, anpursuant to, this Plan in accordance with Section IV.E, under which, among other things, the Ne27 Common Stock shall be distributed, and which shall occur on the Effective Date if the Asset SalDistribution does not occur.

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1 151. “Restructuring Liquidating Trust Expense Advance” means, collectively, (i) anamount of the GUC Accounts Receivable Proceeds and (ii) an amount, not to exceed $3 million i2 aggregate, of payments received under the GUC Loan, in each case, which the Liquidating Trust maretain as an advance against Liquidating Trust Expenses. 3 152. “Sale Hearing” means the hearing at which the Bankruptcy Court considers th4 approval of the Asset Sale. 5 153. “Sale Order” means one or more orders of the Bankruptcy Court, including th 6 Confirmation Order, in form satisfactory to the Debtors approving the consummation of the applicablAsset Sale. 7 154. “Sale Proceeds” means the Cash and non-Cash consideration provided by an Entity i8 connection with any Asset Sale, net of expenses (including transaction costs, Compensation an 9 Benefits Programs reserves, hedge breakage, and other costs and expenses arising from the Asset Salif any). 10 155. “Sale Proceeds Liquidating Trust Expense Advance” has the meaning ascribed to it i11 Section IV.G.6. 12 156. “Schedule of Retained Causes of Action” means that certain schedule filed with thPlan Supplement of certain Causes of Action of the Debtors that are not released or waived pursua13 to the Plan, as such schedule may be amended, modified, or supplemented from time to time by th14 Debtors, with the consent of the Committee. 15 157. “Schedules” means, with respect to each Debtor, the schedules of assets and liabilitieand statement of financial affairs Filed by such Debtor with the Bankruptcy Court on June 3, 20216 pursuant to section 521 of the Bankruptcy Code and Bankruptcy Rule 1007, as such schedules anstatements have been or may be amended or supplemented by such Debtor at any point prior to th17 Effective Date. 18 158. “Securities Act” means the Securities Act of 1933, as amended, 15 U.S.C. §§ 77a-77a19 or any similar federal, state, or local law. 20 159. “Security” means any security, as defined in section 2(a)(1) of the Securities Act. 21 160. “Series D Section 510(b) Claim(s)” means any Claim against any of the Debtors arisinfrom or related to the purchase or ownership of Wave Series D Preferred Interests that is subject t22 subordination under section 510(b) of the Bankruptcy Code. 23 161. “Series E Section 510(b) Claim(s)” means any Claim against any of the Debtors arisin24 from or related to the purchase or ownership of Wave Series E Preferred Interests that is subject tsubordination under section 510(b) of the Bankruptcy Code. 25 162. “Secured” means, when referring to a Claim, (i) secured by a valid, perfected, an26 enforceable Lien on collateral to the extent of the value of such collateral, as determined in accordancwith section 506(a) of the Bankruptcy Code; or (ii) subject to a valid right of setoff pursuant to sectio27 553 of the Bankruptcy Code.

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1 163. “Secured Claim(s)” means a Claim: (i) secured by a valid, perfected, and enforceablLien on collateral to the extent of the value of such collateral, as determined in accordance with sectio2 506(a) of the Bankruptcy Code; or (ii) subject to a valid right of setoff pursuant to section 553 of thBankruptcy Code. 3 164. “Secured Subordinated Note” means a new secured, subordinated promissory note t4 be issued by Reorganized Wave and guaranteed by each of the other Reorganized Debtors in a5 aggregate principal amount equal to $4,000,000. The Secured Subordinated Note will be secured bperfected, second-priority Liens and pledges, pari passu with the Liens and pledges of the GUC Loa6 on the Collateral and subject to the terms and conditions described herein, and subject to thIntercreditor Agreement. 7 (i) The Secured Subordinated Note will accrue interest at the Secured Subordinated Not 8 Interest Rate, which shall be due and payable in kind on a quarterly basis; provide9 however that once seventy-five percent (75%) of the Allowed General UnsecureClaims has been paid, interest shall be due and payable in Cash or in kind, at the optio10 of the Debtors, on a quarterly basis. 11 (ii) Until such time as seventy-five percent (75%) of the Allowed General UnsecureClaims has been indefeasibly paid in Cash, (a) the Secured Subordinated Note shall n12 receive any principal payments; and (b) no rights or remedies may be exercised unde13 the Secured Subordinated Note. 14 (iii) After such time as both (a) seventy-five percent (75%) of the Allowed GenerUnsecured Claims has been indefeasibly paid in Cash and (b) the GUC Loan has bee15 indefeasibly paid in full in Cash, the Secured Subordinated Note may be prepaid at pawithout penalty or premium. 16 (iv) Upon the occurrence of an event of default and during the continuation thereo17 additional interest shall accrue on any outstanding amounts owed under the Secure18 Subordinated Note at a default rate equal to the Secured Subordinated Note IntereRate plus two percent (2%) per annum. 19 (v) The Secured Subordinated Note shall become due and payable in full in Cash upon th20 earlier of (a) seven (7) years after the Effective Date; or (b) the consummation of a salof all or substantially all of the Debtors’ assets to an unaffiliated third party if a21 Allowed General Unsecured Claims have been indefeasibly paid (or will be pai22 pursuant to the proposed transaction) in full in Cash. 23 (vi) The Secured Subordinated Note shall contain representations and warrantieaffirmative and negative covenants and events of default customary for financings o24 this type, subject to reasonably agreed exceptions, carve outs and qualifications. Threpresentations, warranties, covenants and events of default contained in the Secure25 Subordinated Note shall be no more restrictive, from the perspective of the Debtorthan the representations, warranties, covenants and events of default contained in th26 GUC Loan. The Secured Subordinated Note shall be subject to the Intercredit27 Agreement.

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1 165. “Secured Subordinated Note Interest Rate” means, with respect to the SecureSubordinated Note, an interest rate equal to the Applicable Benchmark Rate plus five percent (52 per annum. 3 166. “Secured Tax Claim(s)” means any Secured Claim that, absent its Secured statuwould be entitled to priority in right of payment under section 507(a)(8) of the Bankruptcy Cod4 (determined irrespective of time limitations), including any related Secured Claim for penalties. 5 167. “Senior Secured Note” means a new senior secured promissory note to be issued b 6 Reorganized Wave and guaranteed by each of the other Reorganized Debtors in an aggregate principamount equal to the amount of DIP Claims outstanding as of the Effective Date (up to an aggregat7 total principal of $10,286,511) less $4,000,000. If the aggregate amount of the Allowed DIP Claimoutstanding as of the Effective Date do not exceed $4,000,000, the Senior Secured Note shall not b8 issued. The Senior Secured Note will be secured by perfected, first-priority Liens and pledges, pa9 passu with the Liens and pledges of the Exit Facility, on the Collateral and subject to the terms anconditions described herein, and subject to the terms of the Intercreditor Agreement. 10 (i) The Senior Secured Note will accrue interest at the Senior Secured Note Interest Rat11 which shall be due and payable quarterly in Cash. 12 (ii) No payments of principal or interest shall be required during the first year of the SeniSecured Note term. 13 14 (iii) The Senior Secured Notes shall not be entitled to any payment of principal until suctime as (a) the De Minimis Unsecured Claims and (b) the GUC Loan have been paid i15 full. After such time, it shall be subject to prepayment at par, without penalty premium. Interest shall nevertheless be payable as and when due. 16 (iv) Upon the occurrence of an event of default and during the continuation thereo17 additional interest shall accrue on any outstanding amounts owed under the SenioSecured Note at a default rate equal to the Senior Secured Note Interest Rate plus tw18 percent (2%) per annum. 19 (v) The Senior Secured Note shall become due and payable in full in Cash upon the earli20 of (a) five (5) years after the Effective Date; or (b) the consummation of a sale of all substantially all of the Debtors’ assets to an unaffiliated third party. 21 (vi) The Senior Secured Note shall contain representations and warranties, affirmative an22 negative covenants and events of default customary for financings of this type, subje23 to reasonably agreed exceptions, carve outs and qualifications. The representationwarranties, covenants and events of default contained in the Senior Secured Note sha24 be no more restrictive, from the perspective of the Debtors, than the representationwarranties, covenants and events of default contained in the GUC Loan. The Seni25 Secured Note shall be subject to the Intercreditor Agreement. 26 168. “Senior Secured Note Interest Rate” means, with respect to the Senior Secured Notan interest rate equal to the Applicable Benchmark Rate plus five percent (5%) per annum. 27

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1 169. “SOFR” means the greater of (i) the three (3) month USD Secured Overnight FinancinRate for the applicable interest period at 11 a.m. New York time two (2) business days prior to th2 start of such interest period and (ii) one percent (1%). 3 170. “Tallwood” means Tallwood Technology Partners LLC, a California limited liabilitcompany who is the Debtors’ Prepetition Note Lender, DIP Lender, and Holder of Wave Interests. 4 5 171. “Tallwood Claim(s)” means those Claims relating to the Prepetition Tallwood Dethat are not refinanced pursuant to the terms of the DIP Facility. 6 172. “Tallwood Equityholders” means, collectively, and in each case, in its capacity as 7 Holder of Wave Interest: Tallwood, Tallwood III, L.P., Tallwood III Associates, L.P., Tallwood IIPartners, L.P., Tallwood Investment Partners, L.P., and Entropy Research Labs LLC. 8 173. “Tallwood Release Parties” means, collectively: (i) the Prepetition Note Lender, (i9 the DIP Lender; (iii) the DIP Agent; (iv) the Exit Lender; (v) the Tallwood Equityholders; (vi) De10 Banatao; (vii) Dado Banatao; and (viii) Rey Banatao. 11 174. “Third Party Release” means the consensual releases of the Released Parties by thReleasing Parties provided for in Section IX.D. 12 175. “Unexpired Lease” means a lease to which one or more of the Debtors is a party that i13 subject to assumption or rejection under section 365 of the Bankruptcy Code. 14 176. “Unimpaired” means, with respect to a Class of Claims or Interests, a Class of Claim15 or Interests that is not Impaired. 16 177. “U.S. Trustee” means the Office of the United States Trustee. 17 178. “Wave” has the meaning ascribed to it in the recitals. 18 179. “Wave Common Interest(s)” means any Wave Interest that results or arises from thexisting common stock of Wave. 19 180. “Wave Interest(s)” means (i) the Interest(s) in Wave, including any shares of Wave’20 common or preferred stock issued and outstanding as of the Petition Date, whether or not transferabl21 or any options, warrants, or rights, contractual or otherwise, obligating Wave to issue, transfepurchase, redeem, or sell any shares of its common or preferred stock, any rights under any stoc22 option plans, stockholder rights agreements, voting agreements, or registration rights agreementregarding Wave’s common or preferred stock; (ii) any Claim arising from the rescission of a purchas23 sale, or other acquisition of Wave’s common or preferred stock (or any right, claim, or interest in anto any common or preferred stock); (iii) any Claims for the payment of dividends on any shares 24 Wave’s common or preferred stock; and (iv) any Claims for damages or other relief arising from th25 purchase, sale, disposition, holding, or other acquisition of Wave’s common or preferred stock. 26 181. “Wave Preferred Interest(s)” means any Wave Series A-1 Preferred Interest(s), WavSeries A-2 Preferred Interest(s), Wave Series B Preferred Interest(s), Wave Series C Preferre27 Interest(s), Wave Series D Preferred Interest(s), or Wave Series E Preferred Interest(s).

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1 182. “Wave Series A-1 Preferred Interest(s)” means any Wave Interest that results or arisefrom the existing series A-1 preferred stock of Wave. 2 183. “Wave Series A-2 Preferred Interest(s)” means any Wave Interest that results or arise3 from the existing series A-2 preferred stock of Wave. 4 184. “Wave Series B Preferred Interests” means any Wave Interest that results or arises fro5 the existing series B preferred stock of Wave. 6 185. “Wave Series C Preferred Interests” means any Wave Interest that results or arises frothe existing series C preferred stock of Wave. 7 186. “Wave Series D Preferred Interests” means any Wave Interest that results or arise8 from the existing series D preferred stock of Wave. 9 187. “Wave Series E Preferred Interests” means any Wave Interest that results or arises fro10 the existing series E preferred stock of Wave. 11 188. “Wind Down” means, if the Asset Sale Distribution is elected, the wind down andissolution of the Debtors’ Estates following the Effective Date as set forth in Section VII.B. 12 189. “Wind-Down Budget” means a budget in form and substance reasonably acceptable t13 the Debtors and the DIP Agent and as set forth in the Plan Supplement. 14 190. “Wind-Down Debtors” means, on or after the Effective Date and if an Asset SalDistribution is elected, any Debtor or any successor or assign thereto, by merger, consolidation, 15 otherwise. 16 191. “Wind-Down Milestones” means the deadlines, set forth in the Plan Supplement b17 which the Plan Administrator must complete certain aspects of the Wind Down. 18 192. “Windtree” means Windtree Drive LLC. 19 193. “Windtree Redemption” means the redemption by Wave of Windtree’s Wave Series Preferred Interests in exchange for a payment of $40 million, which effectuated settlement agreemen20 dated July 1, 2019, between, among others, Wave and Windtree. 21 194. “Workers’ Compensation Program” means the written contracts, agreement22 agreements of indemnity, self-insured bonds, policies, programs, and plans for workers’ compensatioand workers’ compensation insurance issued to or entered into at any time by any of the Debtors. 23 B. Rules of Interpretation 24 For purposes of this Plan and unless otherwise provided herein: (i) each term, whether state25 in the singular or the plural, will include both the singular and the plural; (ii) any reference to a contrac26 instrument, release, or other agreement or document being in a particular form or on particular termand conditions means that such document will be substantially in such form or substantially on suc27 terms and conditions; (iii) any reference herein to an existing document, schedule, exhibit, or anneshall mean that document, schedule, exhibit, or annex, as it may thereafter be amended, modified,

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1 supplemented; (iv) any reference to an Entity as a Holder of a Claim or Interest includes that Entity’successors and assigns; (v) all references in this Plan to Section(s) are references to Articles of thi 2 Plan, as the same may be amended, waived or modified from time to time in accordance with the termhereof; (vi) the words “herein,” “hereof,” “hereto,” “hereunder” and other words of similar impo3 refer to this Plan as a whole and not to any particular Section, paragraph, or clause contained in thi 4 Plan; (vii) the words “include” and “including,” and variations thereof, shall not be deemed to be termof limitation and shall be deemed to be followed by the words “without limitation”; (viii) subject t5 the provisions of any contract, certificate of incorporation, by-law, instrument, release, or otheagreement or document entered into in connection with this Plan, the rights and obligations arisin6 pursuant to this Plan shall be governed by, and construed and enforced in accordance with thapplicable federal law, including the Bankruptcy Code and Bankruptcy Rules; (ix) any term used i7 capitalized form herein that is not otherwise defined but that is used in the Bankruptcy Code or th 8 Bankruptcy Rules shall have the meaning assigned to that term in the Bankruptcy Code or thBankruptcy Rules, as the case may be; (x) all references to docket numbers of documents Filed i9 these Chapter 11 Cases are references to the docket numbers under the Bankruptcy Court’s CM/ECsystem; (xi) any immaterial effectuating provisions may be interpreted by the Reorganized Debtors 10 the Wind-Down Debtors, as applicable, in such a manner that is consistent with the overall purposand intent of this Plan all without further notice to or action, order, or approval of the Bankruptc11 Court or any other Entity; (xii) captions and headings to Sections are inserted for convenience o12 reference only and are not intended to be a part of or to affect the interpretation of this Plan; and (xiiany reference to an Entity’s “subsidiaries” means its direct and indirect subsidiaries. 13 C. Computation of Time 14 In computing any period of time prescribed or allowed by this Plan, unless otherwise expressl15 provided, the provisions of Bankruptcy Rule 9006(a) shall apply. In the event that any paymen16 distribution, act, or deadline under this Plan is required to be made or performed or occurs on a dathat is not a Business Day, then such payment, distribution, act, or deadline shall be deemed to occ17 on the next succeeding Business Day, but if so made, performed or completed by such next succeedinBusiness Day, shall be deemed to have been completed or to have occurred as of the required dat18 Any action to be taken on the Effective Date may be taken on or as soon as reasonably practicablafter the Effective Date. 19 20 D. Reference to Monetary Figures 21 All references in this Plan to monetary figures shall refer to currency of the United States America, unless otherwise expressly provided herein. 22 E. Reference to the Debtors, the Reorganized Debtors, or the Wind-Down Debtors 23 Except as otherwise specifically provided to the contrary in this Plan, references to the Debtor24 the Reorganized Debtors, or the Wind-Down Debtors shall mean the Debtors, the Reorganize25 Debtors, or the Wind-Down Debtors, as applicable, to the extent the context requires. 26 F. Controlling Document 27 Except as set forth in this Plan, to the extent that any provision of the Disclosure Statementhe Plan Supplement, or any other order referenced in this Plan (other than the Confirmation Orde

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1 conflicts with or is in any way inconsistent with any provision of this Plan, this Plan shall govern ancontrol. In the event of an inconsistency between the Confirmation Order and this Plan, th 2 Confirmation Order shall control. 3 ARTICLE II ADMINISTRATIVE EXPENSE CLAIMS AND PRIORITY CLAIMS 4 5 In accordance with section 1123(a)(1) of the Bankruptcy Code, General AdministrativExpense Claims, DIP Claims, Professional Claims, and Priority Tax Claims have not been classifie6 and thus, are excluded from the Classes of Claims and Interests set forth in Section III hereof. 7 A. General Administrative Expense Claims 8 Unless otherwise agreed to by the Holder of an Allowed General Administrative Expens 9 Claim and the Debtors, the Reorganized Debtors, or the Wind-Down Debtors, as applicable, and witthe consent of the Committee and Tallwood (which consent shall not be unreasonably withhel10 conditioned, or delayed), each Holder of an Allowed General Administrative Expense Claim that iunpaid as of the Effective Date shall receive, on account and in full satisfaction of such Allowe11 General Administrative Expense Claim, Cash in an amount equal to the Allowed amount of sucGeneral Administrative Expense Claim, to be paid in accordance with the following: (i) if a Gener12 Administrative Expense Claim is Allowed on or prior to the Effective Date, on the Effective Date 13 as soon as reasonably practicable thereafter (or, if not then due, when such Allowed GenerAdministrative Expense Claim is due or as soon as reasonably practicable thereafter); (ii) if suc14 General Administrative Expense Claim is not Allowed as of the Effective Date, no later than thirt(30) days after the date on which an order allowing such General Administrative Expense Clai15 becomes a Final Order, or as soon as reasonably practicable thereafter; (iii) at such time and upon sucterms as may be agreed upon by such Holder and the Debtors, the Reorganized Debtors, or the Wind16 Down Debtors, as applicable; or (iv) at such time and upon such terms as set forth in an order of th17 Bankruptcy Court. 18 Each Holder of a General Administrative Expense Claim that was not accrued in the ordinarcourse of business must File and serve a request for payment of such General Administrative Expens19 Claim on the Debtors, the Reorganized Debtors, or the Wind-Down Debtors, as applicable, no latethan the Administrative Expense Claims Bar Date pursuant to the procedures specified in th20 Confirmation Order and the notice of the Effective Date. Holders of General Administrative Expens21 Claims that are required to File and serve a request for payment of such General AdministrativExpense Claims by the Administrative Expense Claims Bar Date that do not File and serve such 22 request by the Administrative Expense Claims Bar Date shall be forever barred, estopped, anenjoined from asserting such General Administrative Expense Claims against the Debtors 23 Reorganized Debtors, as applicable, or their respective property, and such General AdministrativExpense Claims shall be deemed forever discharged and released as of the Effective Date. An24 requests for payment of General Administrative Expense Claims that are not properly Filed and serve25 by the Administrative Expense Claims Bar Date shall not appear on the Claims Register and shall bDisallowed automatically without the need for further action by the Debtors or the Reorganize26 Debtors, as applicable, or further order of the Bankruptcy Court. 27 The Debtors or the Reorganized Debtors, with the consent of the Committee and Tallwoowhich consent shall not be unreasonably withheld, conditioned, or delayed, may settle Gener

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1 Administrative Expense Claims without further Bankruptcy Court approval. The ReorganizeDebtors may also choose to object to any General Administrative Expense Claim no later than sixt2 (60) days from the Administrative Expense Claims Bar Date, subject to extensions by the BankruptcCourt, agreement in writing of the parties, or on motion of a party in interest approved by th 3 Bankruptcy Court. Unless the Debtors, Reorganized Debtors, the Wind-Down Debtors, or other part4 with standing, as applicable, object to a timely Filed and properly served General AdministrativExpense Claim, such General Administrative Expense Claim will be deemed Allowed in the amou5 requested. In the event that the Debtors, the Reorganized Debtors, or the Wind-Down Debtors, aapplicable, object to a General Administrative Expense Claim, the parties may confer to try to reach 6 settlement and, failing that, the Bankruptcy Court will determine whether such General AdministrativExpense Claim should be Allowed and, if so, in what amount. 7 8 B. DIP Claims 9 If a Restructuring occurs, on the Effective Date, except to the extent that a Holder of aAllowed DIP Claim agrees to a less favorable treatment, each Holder of an Allowed DIP Claim sha10 receive, on account of and in full and final satisfaction of such Holder’s Allowed DIP Claim, (i) if thaggregate amount of all such Holders’ Allowed DIP Claims is equal to or less than $4,000,000, its Pr11 Rata share of 37.66% of the New Common Stock and (ii) if the aggregate amount of all such Holder12 Allowed DIP Claims exceeds $4,000,000, (a) its Pro Rata share of 37.66% of the New Common Stocand (b) solely with respect to the portion of such Holders’ aggregate Allowed DIP Claims that exceed13 $4,000,000, their Pro Rata share of the Senior Secured Note. 14 If an Asset Sale Distribution is elected, on the Effective Date, each Holder of an Allowed DIClaim shall receive the treatment set forth in Section III.C. 15 The DIP Lender shall have the right to credit bid, dollar-for-dollar, the full amount of th16 Allowed DIP Claim, plus all interest and fees accrued thereunder, pursuant to section 363(k) of th17 Bankruptcy Code. In no event shall Tallwood have the right to credit bid any amount of the TallwooClaims, whether pursuant to section 363(k) of the Bankruptcy Code or otherwise. 18 C. Professional Claims 19 1. Final Fee Applications and Payment of Professional Claims 20 All requests for payment of Professional Claims for services rendered and reimbursement o21 expenses incurred prior to the Effective Date must be Filed no later than the Administrative Expens22 Claims Bar Date. The Bankruptcy Court shall determine the Allowed amounts of such ProfessionClaims after notice and a hearing in accordance with the procedures established by the Bankruptc23 Court. The Reorganized Debtors shall pay Professional Claims in Cash in the amount the BankruptcCourt allows, including from the Professional Claim Escrow Account, which the Reorganized Debtor24 or the Wind-Down Debtors, as applicable, will establish in trust for the Professionals and fund witCash equal to the Professional Claim Reserve Amount on the Effective Date. 25 2. Professional Claim Escrow Account 26 27 On the Effective Date, the Reorganized Debtors or the Wind-Down Debtors, as applicablshall fund the Professional Claim Escrow Account with Cash equal to the aggregate Profession

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1 maintained in trust for the Professionals. Such funds in the Professional Claim Escrow Account shanot constitute property of the Debtors’ Estates or property of the Reorganized Debtors or the Wind 2 Down Debtors, except as otherwise expressly set forth in the last sentence of this paragraph. Thamount of Professional Claims owing to the Professionals on and after the Effective Date shall be pai3 in Cash to such Professionals from funds held in the Professional Claim Escrow Account, witho4 interest or other earnings therefrom, as soon as reasonably practicable after such Claims are Alloweby a Bankruptcy Court order. When all Allowed Professional Claims have been paid in full, amount5 remaining in the Professional Claim Escrow Account, if any, shall revert to the Reorganized Debtoror the Wind-Down Debtors, as applicable, without any further action or order of the Bankruptcy Cour6 3. Professional Claim Reserve Account 7 Professionals shall reasonably estimate their unpaid Professional Claims and other unpaid fee8 and expenses incurred in rendering services to the Debtors before and as of the Effective Date, an9 shall deliver such estimate to the Debtors no later than five (5) days before the Effective Datprovided, however, that such estimate shall not be deemed to limit the amount of the fees and expense10 that are the subject of each Professional’s final request for payment in these Chapter 11 Cases. If Professional does not provide an estimate, the Debtors, Reorganized Debtors, or the Wind-Dow11 Debtors, as applicable, may estimate the unpaid and unbilled fees and expenses of such Professional12 4. Post-Effective Date Fees and Expenses 13 Except as otherwise specifically provided in this Plan, from and after the Effective Date, th14 Debtors, the Reorganized Debtors, or the Wind-Down Debtors, as applicable, shall, in the ordinarcourse of business and without any further notice to or action, order, or approval of the Bankruptc15 Court, pay in Cash the reasonable and documented legal, professional, or other fees and expenserelated to implementation and Consummation of this Plan incurred by the Debtors, the Reorganize16 Debtors, and the Wind-Down Debtors, as applicable. Upon the Effective Date, any requirement thProfessionals comply with sections 327 through 331, 363, and 1103 of the Bankruptcy Code in seekin17 retention or compensation for services rendered after such date shall terminate, and the Debtors ma18 employ and pay any Professional in the ordinary course of business without any further notice to action, order, or approval of the Bankruptcy Court. 19 D. Priority Tax Claims 20 Except as otherwise agreed by a Holder of an Allowed Priority Tax Claim and the Debtors 21 Reorganized Debtors, as applicable, with the consent of Tallwood (which consent shall not b22 unreasonably withheld, conditioned, or delayed), each Holder of an Allowed Priority Tax Claim shareceive, in full and final satisfaction of such Claim, regular installment payments in Cash over a perio23 ending not later than five (5) years after the Petition Date equal in total value, as of the Effective Datto the Allowed amount of such Claim, plus interest as permitted under applicable law. For th24 avoidance of doubt, at no point shall the Holders of Allowed Priority Tax Claims be paid in a manneor on terms less favorable than Allowed General Unsecured Claims, notwithstanding that the Holder25 of Allowed Priority Tax Claims shall not receive any security interest for such Priority Tax Claims. 26 If the aggregate amount of Allowed Priority Tax Claims is less than $12,949,150, then th27 difference between such aggregate amount and $12,949,150 (the “Priority Tax Cap Differential”) shabe used to pay, in Cash, outstanding amounts of the GUC Loan and the Excess General Unsecure

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1 Claim Amount as follows: (i) fifty percent (50%) shall be used to pay the Excess General UnsecureClaim Amount, and (ii) fifty percent (50%) shall be used to pay the GUC Loan; provided that, if th 2 Excess General Unsecured Claim Amount has been paid in full in Cash, but the GUC Loan has nbeen repaid in full in Cash (or vice versa), one hundred percent (100%) shall be used to pay the Exces 3 General Unsecured Claim Amount or the GUC Loan, as applicable. The Priority Tax Cap Differenti4 shall be paid in equal instalments on each date upon which payments of interest and principal are duto be paid under the GUC Loan. 5 ARTICLE III 6 CLASSIFICATION AND TREATMENT OF CLAIMS AND INTERESTS 7 A. Classification of Claims and Interests 8 The categories of Claims and Interests listed below classify Claims and Interests for a9 purposes, including voting, Confirmation, and Plan Distribution pursuant to sections 1122 and 1123(of the Bankruptcy Code. This Plan deems a Claim or Interest to be classified in a particular Class onl10 to the extent that the Claim or Interest qualifies within the description of that Class and shall be deemeclassified in a different Class to the extent that any remainder of such Claim or Interest qualifies withi11 the description of such different Class. A Claim or Interest is in a particular Class for purposes distribution only to the extent that any such Claim or Interest is Allowed in that Class and has not bee12 paid or otherwise settled prior to the Effective Date. In accordance with section 1123(a)(1) of th13 Bankruptcy Code and as described in Article II, the Debtors have not classified General AdministrativExpense Claims, DIP Claims, Professional Claims, and Priority Tax Claims. 14 The classification of Claims and Interests against the Debtors pursuant to this Plan is a15 follows: 16 17 18 19 20 21 22 23 24 25 26 27

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Table 1 on page 32. Back to List of Tables
Class Claims and Interests Status Voting Rights
Class 1 Other Secured Claims Unimpaired Not Entitled to Vote (Deemed to
Accept)
Class 2 Other Priority Claims Unimpaired Not Entitled to Vote (Deemed to
Accept)
Class 3 Tallwood Claims Impaired Entitled to Vote
Class 4 De Minimis Unsecured Claims Unimpaired Not Entitled to Vote (Deemed to
Accept)
Class 5 General Unsecured Claims Impaired Entitled to Vote
Class 6 Intercompany Claims Unimpaired
/ Impaired
Not Entitled to Vote (Deemed to
Accept or Reject)
Class 7 Wave Series E Preferred
Interests
Impaired Not Entitled to Vote (Deemed to
Reject)
Class 8 Series E Section 510(b) Claims Impaired Not Entitled to Vote (Deemed to
Reject)
Class 9 Wave Series D Preferred
Interests
Impaired Not Entitled to Vote (Deemed to
Reject)
Class
10
Series D Section 510(b) Claims Impaired Not Entitled to Vote (Deemed to
Reject)
Class
11
Wave Series C Preferred
Interests
Impaired Not Entitled to Vote (Deemed to
Reject)
Class
12
Wave Series B Preferred
Interests
Impaired Not Entitled to Vote (Deemed to
Reject)
Class
13
Wave Series A-2 Preferred
Interests
Impaired Not Entitled to Vote (Deemed to
Reject)
Class
14
Wave Series A-1 Preferred
Interests
Impaired Not Entitled to Vote (Deemed to
Reject)
Class
15
Wave Common Interests Impaired Not Entitled to Vote (Deemed to
Reject)
Class
16
Intercompany Interests Unimpaired
/ Impaired
Not Entitled to Vote (Deemed to
Accept or Reject)
22 B. Treatment of Claims and Interests 23 Each Holder of an Allowed Claim or Allowed Interest, as applicable, shall receive under thiPlan the treatment described below in full and final satisfaction, settlement, release, and discharge o24 and in exchange for such Holder’s Allowed Claim or Allowed Interest, except to the extent differetreatment is agreed to by the Reorganized Debtors or the Wind-Down Debtors, as applicable, i25 consultation with Tallwood and the Committee, and the Holder of such Allowed Claim or Allowe26 Interest, as applicable. Unless otherwise indicated, the Holder of an Allowed Claim or AlloweInterest, as applicable, shall receive such treatment on the Effective Date or as soon as reasonabl27 practicable thereafter.

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1 1. Class 1 – Other Secured Claims 2 (a) Classification. Class 1 consists of all Other Secured Claims. 3 (b) Treatment. Each Holder of an Allowed Other Secured Claim shall receive, the option of the Debtors and in consultation with Tallwood and the Committe4 (i) payment in full in Cash; 5 (ii) the return of the applicable collateral in satisfaction of the Allowe6 amount of such Other Secured Claim; or 7 (iii) such other treatment sufficient to render such Allowed Other SecureClaim as Unimpaired. 8 (c) Voting. Class 1 is Unimpaired under this Plan. Holders of Claims in Class 9 are conclusively presumed to have accepted this Plan pursuant to sectio10 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled tvote to accept or reject this Plan. 11 2. Class 2 – Other Priority Claims 12 (a) Classification. Class 2 consists of all Other Priority Claims. 13 (b) Treatment. On the Effective Date, or as soon thereafter as is reasonabl14 practicable, each Holder of an Allowed Other Priority Claim shall receiv15 payment in full in Cash. 16 (c) Voting. Class 2 is Unimpaired under this Plan. Holders of Claims in Class are conclusively presumed to have accepted this Plan pursuant to sectio17 1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled tvote to accept or reject this Plan. 18 3. Class 3 – Tallwood Claims 19 20 (a) Classification. Class 3 consists of the Tallwood Claims. 21 (b) Allowance. On the Effective Date, the Tallwood Claims shall (subject tSection III.C) be Allowed in the amount of $10,621,628. 22 (c) Treatment. On the Effective Date or as soon thereafter as is reasonabl23 practicable: 24 (i) if the Restructuring occurs, each Holder of an Allowed Tallwood Claishall receive its Pro Rata share of 62.34% of the New Common Stoc25 its Pro Rata share of the Secured Subordinated Note, and its right trecovery under the Liquidating Trust as set forth in Section IV.G.7(a26 or 27 (ii) if the Asset Sale Distribution is elected, each Holder of an AlloweTallwood Claim shall (subject to Section III.C) receive its Pro Rat

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1 share of the Sale Proceeds after satisfaction of the Allowed GenerAdministrative Expense Claims, the Allowed DIP Claims, the Allowe 2 Professional Claims, the Allowed Priority Tax Claims, the AlloweOther Priority Claims, the Allowed Other Secured Claims, and the D 3 Minimis Unsecured Claims up to the Allowed amount of such TallwooClaim.1 4 (d) Voting. Class 3 is Impaired under this Plan. Holders of Claims in Class 3 ar5 entitled to vote to accept or reject this Plan. 6 4. Class 4 – De Minimis Unsecured Claims 7 (a) Classification. Class 4 consists of all De Minimis Unsecured Claims. 8 (b) Treatment. On the Effective Date, or within thirty (30) days thereafter, eac 9 Holder of an Allowed De Minimis Unsecured Claim shall receive payment ifull in Cash. 10 (c) Voting. Class 4 is Unimpaired under this Plan. Holders of Claims in Class 11 are conclusively presumed to have accepted this Plan pursuant to sectio1126(f) of the Bankruptcy Code. Therefore, such Holders are not entitled t12 vote to accept or reject this Plan. 13 5. Class 5 – General Unsecured Claims 14 (a) Classification. Class 5 consists of all General Unsecured Claims.2 15 (b) Treatment. On the Effective Date, or as soon thereafter as is reasonabl16 practicable: 17 (i) if the Restructuring occurs, each Holder of an Allowed GenerUnsecured Claim shall receive its right to recovery under th18 Liquidating Trust as set forth in Section IV.G.7(a); or 19 (ii) if the Asset Sale Distribution is elected, each Holder of an AlloweGeneral Unsecured Claim shall (subject to Section III.C) receive its Pr20 Rata share of the Sale Proceeds after satisfaction of the Allowed GenerAdministrative Expense Claims, the Allowed DIP Claims, the Allowe21 Professional Claims, the Allowed Priority Tax Claims, the AlloweOther Priority Claims, the Allowed Other Secured Claims, the Allowe22 23 24 1 As set forth in Section III.C., in the event of an Asset Sale Distribution, $2,650,000 of the Tallwoo25 Claims shall rank pari passu with the General Unsecured Claims and $7,950,000 of the TallwooClaims shall rank below the General Unsecured Claims with respect to the distribution of Sal26 Proceeds. 27 2 To the extent that Class 5 includes General Unsecured Claims against multiple Debtors, the treatment of Class 5 described herein potentially constitutes a partial substantive consolidation of th

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1 Tallwood Claims, and the Allowed De Minimis Unsecured Claims, uto the Allowed amount of such General Unsecured Claim. 3 2 (c) Voting. Class 5 is Impaired under this Plan. Holders of Claims in Class 5 ar3 entitled to vote to accept or reject this Plan. 4 6. Class 6 – Intercompany Claims 5 (a) Classification. Class 6 consists of all Intercompany Claims. 6 (b) Treatment. On the Effective Date, or as soon thereafter as is reasonabl7 practicable: 8 (i) if the Restructuring occurs, at the option of the applicable Debtor anwith the consent of Tallwood (which consent shall not be unreasonabl9 withheld, conditioned, or delayed), all Intercompany Claims shall beither Reinstated or canceled, released, and extinguished and shall be o10 no further force and effect without any Plan Distribution; if the Debtor11 elect to Reinstate the Intercompany Claims, no payments may be madwith respect to the Intercompany Claims until all Allowed Gener12 Unsecured Claims have been repaid in full in Cash; or 13 (ii) if the Asset Sale Distribution is elected, all Intercompany Claims shabe canceled, released, and extinguished and shall be of no further forc14 and effect without any Plan Distribution. 15 (c) Voting. Pursuant to sections 1126(f) and 1126(g) of the Bankruptcy Cod16 Holders of Intercompany Claims are not entitled to vote to accept or reject thiPlan. 17 7. Class 7 – Wave Series E Preferred Interests 18 (a) Classification. Class 7 consists of all Wave Series E Preferred Interests. 19 (b) Treatment. On the Effective Date, or as soon thereafter as is reasonabl20 practicable: 21 (i) if the Restructuring occurs, all Wave Series E Preferred Interests sha22 be canceled, released, and extinguished, and will be of no further forcor effect, and Holders of such Interests shall not receive any Pla23 Distribution; or 24 (ii) if the Asset Sale Distribution is elected, each Holder of an Allowe25 Wave Series E Preferred Interest shall receive its Pro Rata share of thSale Proceeds after satisfaction of the Allowed General Administrativ26 3 As set forth in Section III.C., in the event of an Asset Sale Distribution, $2,650,000 of the Tallwoo27 Claims shall rank pari passu with the General Unsecured Claims and $7,950,000 of the TallwooClaims shall rank below the General Unsecured Claims with respect to the distribution of Sal

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1 Expense Claims, the Allowed DIP Claims, the Allowed ProfessionClaims, the Allowed Priority Tax Claims, the Allowed Other Priorit 2 Claims, the Allowed Other Secured Claims, the Allowed TallwooClaims, the Allowed De Minimis Unsecured Claims, and the Allowe 3 General Unsecured Claims, up to the Allowed amount of such Wav 4 Series E Preferred Interest. 5 (c) Voting. Class 7 is Impaired under this Plan. Holders of Interests in Class 7 arconclusively presumed to have rejected this Plan pursuant to section 1126(g) o6 the Bankruptcy Code. Therefore, such Holders are not entitled to vote to acceor reject this Plan. 7 8. Class 8 – Series E Section 510(b) Claims 8 9 (a) Classification. Class 8 consists of all Series E Section 510(b) Claims. 10 (b) Treatment. On the Effective Date, or as soon thereafter as is reasonablpracticable, all Series E Section 510(b) Claims shall be canceled, released, an11 extinguished, and will be of no further force or effect; and 12 (i) if the Restructuring occurs, all Series E Section 510(b) Claims shall bcanceled, released, and extinguished, and will be of no further force, an13 Holders of such Claims shall not receive any Plan Distribution; or 14 (ii) if the Asset Sale Distribution is elected, each Holder of a Series 15 Section 510(b) Claim shall receive its Pro Rata share of the SalProceeds after satisfaction of the Allowed General Administrativ16 Expense Claims, the Allowed DIP Claims, the Allowed ProfessionClaims, the Allowed Priority Tax Claims, the Allowed Other Priorit17 Claims, the Allowed Other Secured Claims, the Allowed TallwooClaims, the Allowed De Minimis Unsecured Claims, the Allowe18 General Unsecured Claims, and the Allowed Wave Series E Preferre19 Interests, up to the Allowed amount of such Series E Section 510(bClaim. 20 (c) Voting. Class 8 is Impaired under this Plan. Holders of Claims in Class 8 ar21 conclusively presumed to have rejected this Plan pursuant to section 1126(g) othe Bankruptcy Code. Therefore, such Holders are not entitled to vote to acce22 or reject this Plan. 23 9. Class 9 – Wave Series D Preferred Interests 24 (a) Classification. Class 9 consists of all Wave Series D Preferred Interests. 25 (b) Treatment. On the Effective Date, or as soon thereafter as is reasonabl26 practicable, 27 (i) if the Restructuring occurs, all Wave Series D Preferred Interests shabe canceled, released, and extinguished, and will be of no further forc

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1 or effect, and Holders of such Interests shall not receive any PlaDistribution; or 2 (ii) if the Asset Sale Distribution is elected, each Holder of an Allowe 3 Wave Series D Preferred Interest shall receive its Pro Rata share of thSale Proceeds after satisfaction of the Allowed General Administrativ 4 Expense Claims, the Allowed DIP Claims, the Allowed Profession 5 Claims, the Allowed Priority Tax Claims, the Allowed Other PrioritClaims, the Allowed Other Secured Claims, the Allowed Tallwoo 6 Claims, the Allowed De Minimis Unsecured Claims, the AlloweGeneral Unsecured Claims, the Allowed Wave Series E Preferre 7 Interests, and the Allowed Series E Section 510(b) Claims, up to th 8 Allowed amount of such Wave Series D Preferred Interest. 9 (c) Voting. Class 9 is Impaired under this Plan. Holders of Interests in Class 9 arconclusively presumed to have rejected this Plan pursuant to section 1126(g) o10 the Bankruptcy Code. Therefore, such Holders are not entitled to vote to acceor reject this Plan. 11 10. Class 10 – Series D Section 510(b) Claims 12 (a) Classification. Class 10 consists of all Series D Section 510(b) Claims. 13 14 (b) Treatment. On the Effective Date, or as soon thereafter as is reasonablpracticable: 15 (i) if the Restructuring occurs, all Series D Section 510(b) Claims shall b16 canceled, released, and extinguished, and will be of no further force effect, and Holders of such Claims shall not receive any Pla17 Distribution; or 18 (ii) if the Asset Sale Distribution is elected, each Holder of a Series 19 Section 510(b) Claim shall receive its Pro Rata share of the SalProceeds after satisfaction of the Allowed General Administrativ20 Expense Claims, the Allowed DIP Claims, the Allowed ProfessionClaims, the Allowed Priority Tax Claims, the Allowed Other Priorit21 Claims, the Allowed Other Secured Claims, the Allowed TallwooClaims, the Allowed De Minimis Unsecured Claims, the Allowe22 General Unsecured Claims, the Allowed Wave Series E Preferre23 Interests, the Allowed Series E Section 510(b) Claims, and the AlloweWave Series D Preferred Interests, up to the Allowed amount of suc24 Series D Section 510(b) Claim. 25 (c) Voting. Class 10 is Impaired under this Plan. Holders of Claims in Class 10 arconclusively presumed to have rejected this Plan pursuant to section 1126(g) o26 the Bankruptcy Code. Therefore, such Holders are not entitled to vote to acce27 or reject this Plan.

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1 11. Class 11 – Wave Series C Preferred Interests 2 (a) Classification. Class 11 consists of all Wave Series C Preferred Interests. 3 (b) Treatment. On the Effective Date, or as soon thereafter as is reasonablpracticable: 4 (i) if the Restructuring occurs, all Wave Series C Preferred Interests sha5 be canceled, released, and extinguished, and will be of no further forc6 or effect, and Holders of such Interests shall not receive any PlaDistribution; or 7 (ii) if the Asset Sale Distribution is elected, each Holder of an Allowe 8 Wave Series C Preferred Interest shall receive its Pro Rata share of thSale Proceeds after satisfaction of the Allowed General Administrativ 9 Expense Claims, the Allowed DIP Claims, the Allowed Profession10 Claims, the Allowed Priority Tax Claims, the Allowed Other PrioritClaims, the Allowed Other Secured Claims, the Allowed Tallwoo11 Claims, the Allowed De Minimis Unsecured Claims, the AlloweGeneral Unsecured Claims, the Allowed Wave Series E Preferre12 Interests, the Allowed Series E Section 510(b) Claims, the AlloweWave Series D Preferred Interests, and the Allowed Series D Sectio13 510(b) Claims, up to the Allowed amount of such Wave Series 14 Preferred Interest. 15 (c) Voting. Class 11 is Impaired under this Plan. Holders of Interests in Class 1are conclusively presumed to have rejected this Plan pursuant to section 1126(16 of the Bankruptcy Code. Therefore, such Holders are not entitled to vote taccept or reject this Plan. 17 12. Class 12 – Wave Series B Preferred Interests 18 19 (a) Classification. Class 12 consists of all Wave Series B Preferred Interests. 20 (b) Treatment. On the Effective Date, or as soon thereafter as is reasonablpracticable: 21 (i) if the Restructuring occurs, all Wave Series B Preferred Interests sha22 be canceled, released, and extinguished, and will be of no further forcor effect, and Holders of such Interests shall not receive any Pla23 Distribution; or 24 (ii) if the Asset Sale Distribution is elected, each Holder of an Allowe25 Wave Series B Preferred Interest shall receive its Pro Rata share of thSale Proceeds after satisfaction of the Allowed General Administrativ26 Expense Claims, the Allowed DIP Claims, the Allowed ProfessionClaims, the Allowed Priority Tax Claims, the Allowed Other Priorit27 Claims, the Allowed Other Secured Claims, the Allowed TallwooClaims, the Allowed De Minimis Unsecured Claims, the Allowe

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1 General Unsecured Claims, the Allowed Wave Series E PreferreInterests, the Allowed Series E Section 510(b) Claims, the Allowe 2 Wave Series D Preferred Interests, the Allowed Series D Section 510(bClaims, and the Allowed Wave Series C Preferred Interests, up to th 3 Allowed amount of such Wave Series B Preferred Interest. 4 (c) Voting. Class 12 is Impaired under this Plan. Holders of Interests in Class 15 are conclusively presumed to have rejected this Plan pursuant to section 1126(of the Bankruptcy Code. Therefore, such Holders are not entitled to vote t6 accept or reject this Plan. 7 13. Class 13 – Wave Series A-2 Preferred Interests 8 (a) Classification. Class 13 consists of all Wave Series A-2 Preferred Interests. 9 (b) Treatment. On the Effective Date, or as soon thereafter as is reasonabl10 practicable: 11 (i) if the Restructuring occurs, all Wave Series A-2 Preferred Interests shabe canceled, released, and extinguished, and will be of no further forc12 or effect, and Holders of such Interests shall not receive any PlaDistribution; or 13 (ii) if the Asset Sale Distribution is elected, each Holder of an Allowe14 Wave Series A-2 Preferred Interest shall receive its Pro Rata share 15 the Sale Proceeds after satisfaction of the Allowed GenerAdministrative Expense Claims, the Allowed DIP Claims, the Allowe16 Professional Claims, the Allowed Priority Tax Claims, the AlloweOther Priority Claims, the Allowed Other Secured Claims, the Allowe17 Tallwood Claims, the Allowed De Minimis Unsecured Claims, thAllowed General Unsecured Claims, the Allowed Wave Series 18 Preferred Interests, the Allowed Series E Section 510(b) Claims, th19 Allowed Wave Series D Preferred Interests, the Allowed Series Section 510(b) Claims, the Allowed Wave Series C Preferred Interest20 and the Allowed Wave Series B Preferred Interests, up to the Alloweamount of such Wave Series A-2 Preferred Interest. 21 (c) Voting. Class 13 is Impaired under this Plan. Holders of Interests in Class 122 are conclusively presumed to have rejected this Plan pursuant to section 1126(23 of the Bankruptcy Code. Therefore, such Holders are not entitled to vote taccept or reject this Plan. 24 14. Class 14 – Wave Series A-1 Preferred Interests 25 (a) Classification. Class 14 consists of all Wave Series A-1 Preferred Interests. 26 (b) Treatment. On the Effective Date, or as soon thereafter as is reasonabl27 practicable:

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1 (i) if the Restructuring occurs, all Wave Series A-1 Preferred Interests shabe canceled, released, and extinguished, and will be of no further forc2 or effect, and Holders of such Interests shall not receive any PlaDistribution; or 3 (ii) if the Asset Sale Distribution is elected, each Holder of an Allowe 4 Wave Series A-1 Preferred Interest shall receive its Pro Rata share 5 the Sale Proceeds after satisfaction of the Allowed GenerAdministrative Expense Claims, the Allowed DIP Claims, the Allowe 6 Professional Claims, the Allowed Priority Tax Claims, the AlloweOther Priority Claims, the Allowed Other Secured Claims, the Allowe 7 Tallwood Claims, the Allowed De Minimis Unsecured Claims, th 8 Allowed General Unsecured Claims, the Allowed Wave Series Preferred Interests, the Allowed Series E Section 510(b) Claims, th 9 Allowed Wave Series D Preferred Interests, the Allowed Series Section 510(b) Claims, the Allowed Wave Series C Preferred Interest10 the Allowed Wave Series B Preferred Interests, and the Allowed WavSeries A-2 Preferred Interests, up to the Allowed amount of such Wav11 Series A-1 Preferred Interest. 12 (c) Voting. Class 14 is Impaired under this Plan. Holders of Interests in Class 113 are conclusively presumed to have rejected this Plan pursuant to section 1126(of the Bankruptcy Code. Therefore, such Holders are not entitled to vote t14 accept or reject this Plan. 15 15. Class 15 – Wave Common Interests 16 (a) Classification. Class 15 consists of all Wave Common Interests. 17 (b) Treatment. On the Effective Date, or as soon thereafter as is reasonabl18 practicable: 19 (i) if the Restructuring occurs, all Holders of Wave Common Interests shabe canceled, released, and extinguished, and will be of no further forc20 or effect, and Holders of such Interests shall not receive any PlaDistribution; or 21 (ii) if the Asset Sale Distribution is elected, each Holder of a Wav22 Common Interest shall receive its Pro Rata share of the Sale Proceed23 after satisfaction of the Allowed General Administrative ExpensClaims, the Allowed DIP Claims, the Allowed Professional Claims, th24 Allowed Priority Tax Claims, the Allowed Other Priority Claims, thAllowed Other Secured Claims, the Allowed Tallwood Claims, th25 Allowed De Minimis Unsecured Claims, the Allowed GenerUnsecured Claims, the Allowed Wave Series E Preferred Interests, th26 Allowed Series E Section 510(b) Claims, the Allowed Wave Series 27 Preferred Interests, the Allowed Series D Section 510(b) Claims, thAllowed Wave Series C Preferred Interests, the Allowed Wave Serie

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1 B Preferred Interests, the Allowed Wave Series A-2 Preferred Interestand the Allowed Wave Series A-1 Preferred Interests. 2 (c) Voting. Pursuant to sections 1126(f) and 1126(g) of the Bankruptcy Cod 3 Holders of Interests in Class 15 are not entitled to vote to accept or reject thiPlan. 4 5 16. Class 16 – Intercompany Interests 6 (a) Classification. Class 16 consists of all Intercompany Interests. 7 (b) Treatment. On the Effective Date, or as soon thereafter as is reasonablpracticable: 8 (i) if the Restructuring occurs, at the option of the applicable Debtor, i9 consultation with Tallwood and the Committee, all Intercompan10 Interests shall be either Reinstated or canceled, released, anextinguished and shall be of no further force and effect without any Pla11 Distribution; or 12 (ii) if the Asset Sale Distribution is elected, all Intercompany Interest shabe canceled, released, and extinguished and shall be of no further forc13 and effect without any Plan Distribution. 14 To the extent Reinstated under this Plan, distributions on account 15 Intercompany Interests are not being received by Holders of such IntercompanInterests on account of their Intercompany Interests, but for the purposes o16 administrative convenience and maintaining the prepetition corporatstructure,4 and in exchange for the Debtors’, the Reorganized Debtors’, or th17 Wind-Down Debtors’, as applicable, agreement under this Plan to make certaidistributions to the Holders of Allowed Claims. 18 19 (c) Voting. Pursuant to sections 1126(f) and 1126(g) of the Bankruptcy CodHolders of Intercompany Interests are not entitled to vote to accept or reject thi20 Plan. 21 C. Treatment of DIP Claims and Tallwood Claims if the Asset Sale Distribution is Elected 22 If the Asset Sale Distribution is elected: (i) the DIP Claims and the Tallwood Claims sha23 receive the following treatment: (a) allowance of the Tallwood Claims in the amount of $10,600,0024 and, (b) with respect to distribution of the Sale Proceeds, (x) subordination to the Allowed GenerUnsecured Claims of $5,000,000 of the Allowed DIP Claims and $7,950,000 of the Allowed Tallwoo25 Claims; and (y) recovery on account of the remaining $2,650,000 of Allowed Tallwood Claims papassu with the Allowed General Unsecured Claims; and (ii) in exchange for such treatment of the DI26 Claims and the Tallwood Claims, Tallwood and the other Tallwood Release Parties shall receive th27 4 An organizational chart of the Debtors and certain non-debtor affiliates is attached to this Plan a

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1 releases and exculpations set forth in Article IX. 2 D. Special Provision Governing Unimpaired Claims 3 Except as otherwise provided in this Plan, nothing under this Plan shall affect the Debtors’, thReorganized Debtors’, or the Wind-Down Debtors’ rights regarding any Unimpaired or Reinstate 4 Claim, including, all rights regarding legal and equitable defenses to, or setoffs or recoupment5 against, any such Unimpaired or Reinstated Claim. 6 E. Elimination of Vacant Classes 7 Any Class of Claims or Interests that does not have a Holder of an Allowed Claim or AlloweInterest or a Claim or Interest temporarily Allowed by the Bankruptcy Court as of the date of th 8 Confirmation Hearing shall be deemed eliminated from this Plan for purposes of voting to accept 9 reject this Plan and for purposes of determining acceptance or rejection of this Plan by such Claspursuant to section 1129(a)(8) of the Bankruptcy Code. 10 F. Acceptance or Rejection of this Plan 11 1. Presumed Acceptance of this Plan 12 Claims in Classes 1, 2, 4, and 6 (to the extent Unimpaired) and Interests in Class 16 (to th13 extent Reinstated) are Unimpaired under this Plan. The Holders of such Claims and Interests ar14 conclusively presumed to have accepted this Plan pursuant to section 1126(f) of the Bankruptcy Cod15 2. Voting Classes 16 Claims in Classes 3 and 5 are Impaired under this Plan and the Holders of such Claims arentitled to vote to accept or reject this Plan. If such a Class contains Claims eligible to vote and n17 Holders of Claims eligible to vote in such Class vote to accept or reject this Plan, such Class shall bdeemed to have accepted this Plan. 18 19 3. Deemed Rejection of this Plan 20 Claims in Classes 6 (to the extent Impaired), 8, and 10 and Interests in Classes 7, 9, 11, 12, 114, 15, and 16 (to the extent canceled, released, and extinguished) are Impaired under this Plan an21 are anticipated to receive no Plan Distribution on account of their Claims and Interests. The Holderof such Claims and Interests are deemed to have rejected this Plan pursuant to section 1126(g) of th22 Bankruptcy Code. 23 G. Confirmation Pursuant to Sections 1129(a)(10) and 1129(b) of the Bankruptcy 24 Code 25 Section 1129(a)(10) of the Bankruptcy Code shall be satisfied for purposes of Confirmatioby acceptance of this Plan by Class 5. The Debtors reserve the right to modify this Plan in accordanc26 with Section XI.A hereof to the extent, if any, that Confirmation pursuant to section 1129(b) of thBankruptcy Code requires modification, including by modifying the treatment applicable to a Class 27 Claims or Interests to render such Class of Claims or Interests Unimpaired to the extent permitted bthe Bankruptcy Code and the Bankruptcy Rules. If a controversy arises as to whether any Claims

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1 Interests, or any class of Claims or Interests, are Impaired, the Bankruptcy Court shall, after noticand a hearing, determine such controversy on or before Confirmation. 2 ARTICLE IV 3 MEANS FOR IMPLEMENTATION OF THIS PLAN 4 A. General Settlement of Claims and Interests 5 As discussed in the Disclosure Statement and as otherwise provided herein, pursuant to sectio6 1123 of the Bankruptcy Code and Bankruptcy Rule 9019, and in consideration for the classificatiodistributions, releases, and other benefits provided under this Plan, upon the Effective Date, th7 provisions of this Plan shall constitute a good faith compromise and settlement of all Claims anInterests and controversies resolved pursuant to this Plan, including (i) any challenge to the amoun8 validity, perfection, enforceability, priority or extent of the Prepetition Tallwood Debt (if th 9 Restructuring occurs) or DIP Claims; and (ii) any claim to avoid, subordinate, or disallow any of thPrepetition Tallwood Debt (if the Restructuring occurs) or DIP Claims, whether under any provisio10 of chapter 5 of the Bankruptcy Code, on any equitable theory (including equitable subordinatioequitable disallowance, or unjust enrichment) or otherwise. This Plan shall be deemed a motion t11 approve the good faith compromise and settlement of all such Claims, Interests, and controversiepursuant to Bankruptcy Rule 9019, and the entry of the Confirmation Order shall constitute th12 Bankruptcy Court’s approval of such compromise and settlement under section 1123 of th13 Bankruptcy Code and Bankruptcy Rule 9019, as well as a finding by the Bankruptcy Court that sucsettlement and compromise is fair, equitable, reasonable and in the best interests of the Debtors an14 their Estates. Subject to Section VI.A hereof, all Plan Distributions made to Holders of AlloweClaims and Allowed Interests (as applicable) in any Class are intended to be and shall be final. 15 If the Asset Sale Distribution is elected, Section III.C shall apply to the DIP Claims and th16 Tallwood Claims. The Prepetition Tallwood Debt shall be treated in accordance with the treatment 17 the Tallwood Claims set forth in Section III.C 18 B. Plan Transactions 19 On or before the Effective Date, the applicable Debtors, Reorganized Debtors, or Wind-DowDebtors shall enter into and shall take any actions as may be necessary or appropriate to effectuate th20 Asset Sale Distribution or the Restructuring, as applicable. The actions to implement the PlaTransaction may include: (i) the execution and delivery of appropriate agreements or other document21 that are consistent with the terms of this Plan and that satisfy the applicable requirements of law an22 any other terms to which the applicable Entities may agree; (ii) the execution and delivery oappropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, righ23 liability, debt, or obligation on terms consistent with the terms of this Plan; (iii) the filing appropriate certificates or articles of incorporation, formation, reincorporation, merger, consolidatio24 conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state provincial law; and (iv) all other actions that the applicable Entities determine to be necessar25 including making filings or recordings that may be required by applicable law in connection with thi26 Plan. The Confirmation Order shall, and shall be deemed to, pursuant to sections 363 and 1123 of thBankruptcy Code, authorize, among other things, all actions as may be necessary or appropriate t27 effect any transaction described in, contemplated by, or necessary to effectuate this Plan.

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1 C. Cancellation of Existing Securities and Agreements 2 On the Effective Date, except to the extent otherwise provided in this Plan or the ConfirmatioOrder, all notes, instruments, certificates, credit agreements, indentures, and other similar document3 evidencing Claims or Interests, shall be cancelled and the obligations of the Debtors thereunder or iany way related thereto shall be deemed satisfied in full, cancelled, discharged, and of no force 4 effect. Holders of or parties to such canceled instruments, securities, and other documentation wi5 have no rights arising from or relating to such instruments, securities, and other documentation, or thcancellation thereof, except the rights provided for pursuant to this Plan. Notwithstanding th6 occurrence of the Confirmation Date, Effective Date, or anything to the contrary herein, the PrepetitioNote and DIP Note shall continue in effect solely to the extent necessary to: (i) permit Holders 7 Claims under the Prepetition Note and DIP Note to receive their respective Plan Distributions, a8 applicable; and (ii) permit the Reorganized Debtors to make or assist in making, as applicable, PlaDistributions on account of the Prepetition Note and DIP Note. Except as provided in this Plan, o9 the Effective Date, the DIP Agent and its agents, successors, and assigns shall be automatically anfully discharged of all of its duties and obligations associated with the DIP Note. The commitment10 and obligations (if any) of the Prepetition Note Lender or DIP Lender to extend any further or futurcredit or financial accommodations to any of the Debtors, any of their respective subsidiaries, or an11 of their respective successors or assigns under the Prepetition Note or DIP Note, shall fully terminat12 and be of no further force or effect on the Effective Date. 13 D. Section 1146 Exemption 14 To the fullest extent permitted by section 1146(a) of the Bankruptcy Code, any transfer(whether from a Debtor to a Reorganized Debtor, a Wind-Down Debtor, the Liquidating Trust, th15 Liquidating Trust Manager, or to any other Person) of property under this Plan, including the AssSale, if applicable, or pursuant to: (i) the issuance, distribution, transfer, or exchange of any deb16 equity security, or other interest in the Debtors or the Reorganized Debtors; (ii) the Plan Transaction17 (iii) the creation, modification, consolidation, termination, refinancing, and/or recording of anmortgage, deed of trust, or other security interest, or the securing of additional indebtedness by suc18 or other means; (iv) the grant of collateral as security for the Reorganized Debtors’ obligations undand in connection with the Exit Facility; or (v) the making, delivery, or recording of any deed or oth19 instrument of transfer under, in furtherance of, or in connection with, this Plan, including any deedbills of sale, assignments, or other instrument of transfer executed in connection with any transactio20 arising out of, contemplated by, or in any way related to this Plan, shall not be subject to any docume21 recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, real estate transftax, personal property transfer tax, sales or use tax, mortgage recording tax, Uniform Commerci22 Code filing or recording fee, regulatory filing or recording fee, or other similar tax or governmentassessment, and upon entry of the Confirmation Order, the appropriate state or local government23 officials or agents shall forego the collection of any such tax or governmental assessment and accefor filing and recordation any of the foregoing instruments or other documents without the payme24 of any such tax, recordation fee, or governmental assessment. All filing or recording officers (or an25 other Person with authority over any of the foregoing), wherever located and by whomever appointeshall comply with the requirements of section 1146(a) of the Bankruptcy Code, shall forego th26 collection of any such tax or governmental assessment, and shall accept for filing and recordation anof the foregoing instruments or other documents without the payment of any such tax or government27 assessment.

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1 E. The Restructuring 2 If the Restructuring occurs, the following provisions shall govern. 3 1. Reorganized Debtors 4 On the Effective Date, the New Board shall be established, and the Reorganized Debtors shaadopt their New Organizational Documents. The Reorganized Debtors shall be authorized to ado5 any other agreements, documents, and instruments and to take any other actions contemplated unde6 this Plan as necessary to consummate this Plan. Cash payments to be made pursuant to this Plan wibe made by the Debtors or Reorganized Debtors. The Debtors and Reorganized Debtors will b7 entitled to transfer funds between and among themselves as they determine to be necessary appropriate to enable the Debtors or Reorganized Debtors, as applicable, to satisfy their obligation8 under this Plan. Except as set forth herein, any changes in intercompany account balances resultin9 from such transfers will be accounted for and settled in accordance with the Debtors’ historicintercompany account settlement practices and will not violate the terms of this Plan. 10 From and after the Effective Date, the Reorganized Debtors, subject to any applicabl11 limitations set forth in the Definitive Documentation, shall have the right and authority without furtheorder of the Bankruptcy Court to raise additional capital and obtain additional financing as the board12 of directors or members of the applicable Reorganized Debtors deem appropriate. 13 2. Sources for Plan Distributions 14 The Debtors and the Reorganized Debtors, as applicable, shall fund Plan Distribution und15 this Plan with: (i) proceeds from the Exit Facility; (ii) the New Common Stock; (iii) Cash on hanincluding Cash from operations and borrowed from the DIP Facility; (iv) proceeds from th16 Liquidating Trust; and (v) the newly-issued Senior Secured Note, Secured Subordinated Note, anGUC Loan. Each of the Exit Facility, the Senior Secured Note, the Secured Subordinated Note an17 the GUC Loan shall be subject to the terms of the Intercreditor Agreement. 18 (a) Exit Facility 19 Upon the Effective Date, Tallwood shall provide a commitment of the Exit Facilit20 Commitment Amount under the Exit Facility pursuant to the Exit Facility Documents. In exchangfor providing such commitment under the Exit Facility, Tallwood shall receive a first priority Lien o21 the Collateral pursuant to the Exit Facility Documents. 22 Confirmation shall be deemed approval of the Exit Facility, including the transaction23 contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to bincurred and fees to be paid by the Debtors or the Reorganized Debtors in connection therewit24 Confirmation also shall be deemed to give effect to the Liens securing the Exit Facility and such Lienshall be deemed automatically perfected on a first priority basis, to extent provided for in the Ex25 Facility Documents, without any further filing or action by any party. 26 (b) New Common Stock 27 The issuance of the New Common Stock shall be authorized without any further action by th

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1 Holders of Claims or Interests. Reorganized Wave shall be authorized to issue shares of New CommoStock under this Plan and pursuant to their New Organizational Documents. On the Effective Dat2 the Debtors or Reorganized Debtors, as applicable, shall issue all Securities, notes, instrumentcertificates, and other documents required to be issued pursuant to this Plan. 3 All of the shares of New Common Stock issued pursuant to this Plan shall be duly authorize4 validly issued, fully paid, and non-assessable. Each distribution and issuance referred to herein sha5 be governed by the terms and conditions set forth in this Plan applicable to such distribution issuance and by the terms and conditions of the instruments evidencing or relating to such distributio6 or issuance, which terms and conditions shall bind each Entity receiving such distribution or issuanc7 (c) Liquidating Trust 8 Upon the Effective Date, the Liquidating Trust shall be established and administered i9 accordance with Section IV.G. 10 (a) GUC Accounts Receivable Proceeds 11 The GUC Accounts Receivable Proceeds shall be transferred to the Liquidating Trust Manageon the terms set forth herein and in the Liquidating Trust Agreement. 12 (b) Senior Secured Note 13 The Senior Secured Note will be on the terms set forth herein, as more fully set forth in th14 Plan Supplement. 15 Confirmation shall be deemed to give effect to the Liens securing the Senior Secured Note an16 such Liens shall be deemed automatically perfected on a second priority basis, to extent provided fin the Senior Secured Note, without any further filing or action by any party. 17 (c) Secured Subordinated Note 18 The Secured Subordinated Note will be on the terms set forth herein, as more fully set forth i19 the Plan Supplement. 20 Confirmation shall be deemed to give effect to the Liens securing the Secured Subordinate21 Note and such Liens shall be deemed automatically perfected on a second priority basis, to exteprovided for in the Secured Subordinated Note, without any further filing or action by any party. 22 (d) GUC Loan 23 The terms of the GUC Loan will be on the terms set forth herein, as more fully set forth in th24 Plan Supplement. 25 Confirmation shall be deemed to give effect to the Liens securing the GUC Loan and suc26 Liens shall be deemed automatically perfected on a second priority basis, to extent provided for in thGUC Loan, without any further filing or action by any party. 27

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1 (e) Patent Asset Sale 2 The Reorganized Debtors may, on and after the Effective Date and during the term of the Plaenter into one or more Patent Asset Sales. Until seventy-five percent (75%) of the aggregate princip3 amount of the GUC Loan outstanding as of the Effective Date has been indefeasibly paid in Cash, thnet proceeds from any Patent Asset Sale shall, unless the Liquidating Trust Manager otherwis4 consents, be distributed as follows: (i) forty percent (40%) shall be retained by the Reorganize 5 Debtors for general corporate purposes and (ii) sixty percent (60%) shall be used to pay the GULoan. After seventy-five percent (75%) of the aggregate principal amount of the GUC Loa6 outstanding as of the Effective Date has been indefeasibly paid in Cash, all net proceeds of any PateAsset Sale may be retained by the Reorganized Debtors for general corporate purposes. 7 3. Corporate Existence 8 9 Except as otherwise provided in this Plan or any agreement, instrument, or other documeincorporated in this Plan or the Plan Supplement, each Debtor shall continue to exist after the Effectiv10 Date as a separate corporate entity, limited liability company, partnership, or other form, as the casmay be, with all the powers of a corporation, limited liability company, partnership, or other form, a11 the case may be, pursuant to the applicable law in the jurisdiction in which each applicable Debtor iincorporated or formed and pursuant to the respective certificate of incorporation and bylaws (or oth12 formation documents) in effect prior to the Effective Date, except to the extent such certificate 13 incorporation and bylaws (or other New Organizational Documents) are amended under this Plan ootherwise. To the extent such documents are amended, such documents are deemed to be amende14 pursuant to this Plan and require no further action or approval (other than any requisite filings requireunder applicable state, provincial, or federal law). After the Effective Date, the respective certificat15 of incorporation and bylaws (or other New Organizational Documents) of one or more of thReorganized Debtors may be amended or modified without supervision or approval by the Bankruptc16 Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. After the Effectiv17 Date, one or more of the Reorganized Debtors may be disposed of, dissolved, wound down, oliquidated without supervision or approval by the Bankruptcy Court and free of any restrictions of th18 Bankruptcy Code or Bankruptcy Rules. 19 4. Vesting of Assets in the Reorganized Debtors 20 Except as otherwise provided in this Plan or any agreement, instrument, or other documeincorporated in, or entered into in connection with or pursuant to, this Plan or Plan Supplement, on th21 Effective Date, all property in each Estate and any property acquired by any of the Debtors pursua22 to this Plan shall vest in each respective Reorganized Debtor, free and clear of all Liens, Claimcharges, or other encumbrances. On and after the Effective Date, except as otherwise provided in thi23 Plan, each Reorganized Debtor may operate its business and may use, acquire, or dispose of propertand compromise or settle any Claims, Interests, or Causes of Action without supervision or approv24 by the Bankruptcy Court and free of any restrictions of the Bankruptcy Code or Bankruptcy Rules. 25 5. Corporate Action 26 Upon the Effective Date, all actions contemplated under this Plan shall be deemed authorize27 and approved in all respects, including: (i) adoption or assumption, as applicable, of the Compensatioand Benefit Programs; (ii) selection of the directors and officers for the New Boar

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1 (iii) implementation of this Plan; (iv) entry into the Exit Facility; (v) entry into the Senior SecureNote, the GUC Loan and the Secured Subordinated Note, (vi) entry into the Intercreditor Agreemen2 (vii) adoption of the New Organizational Documents; (viii) the issuance and distribution of the NeCommon Stock; (ix) the rejection, assumption, or assumption and assignment, as applicable, o 3 Executory Contracts; and (x) all other acts or actions contemplated or reasonably necessary 4 appropriate to promptly consummate the restructuring contemplated by this Plan (whether to occbefore, on, or after the Effective Date). All matters provided for in this Plan involving the corporat5 structure of the Debtors or the Reorganized Debtors, and any corporate, partnership, limited liabilitcompany, or other governance action required by the Debtors or the Reorganized Debtor, a6 applicable, in connection with this Plan shall be deemed to have occurred and shall be in effect, withoany requirement of further action by the holders of securities, members, directors, or officers of th 7 Debtors or the Reorganized Debtors, as applicable. On or prior to the Effective Date, as applicabl8 the appropriate officers of the Debtors or the Reorganized Debtors, shall be authorized and directed tissue, execute, and deliver the agreements, documents, securities, and instruments contemplated und9 this Plan in the name of and on behalf of the Reorganized Debtors, including the New Common Stocthe New Organizational Documents, the Exit Facility, and any and all other agreements, document10 securities, and instruments relating to the foregoing. The authorizations and approvals contemplateby this Section IV.E.5 shall be effective notwithstanding any requirements under non-bankruptcy la11 in each case in accordance with applicable law. 12 6. New Organizational Documents 13 On or immediately prior to the Effective Date, the New Organizational Documents shall b14 automatically adopted by the applicable Reorganized Debtors. To the extent required under this Plaor applicable non-bankruptcy law, each of the Reorganized Debtors will file its New Organization15 Documents with the applicable Secretaries of State and/or other applicable authorities in its respectivstate or country of organization if and to the extent required by the laws of the respective state 16 country of organization. The New Organizational Documents will prohibit the issuance of non-votin17 equity securities, to the extent required under section 1123(a)(6) of the Bankruptcy Code. After thEffective Date, the Reorganized Debtors may amend and restate their respective New Organization18 Documents, and the Reorganized Debtors may file such amended certificates or articles incorporation, bylaws, or such other applicable formation documents, and other constituent document19 as permitted by the laws of the respective states, provinces, or countries of incorporation and the Ne20 Organizational Documents, in each case in accordance with applicable law. 21 7. Indemnification Provisions in New Organizational Documents 22 As of the Effective Date, the New Organizational Documents of each Reorganized Debtshall, to the fullest extent permitted by applicable law, provide for the indemnification, defens23 reimbursement, exculpation, and/or limitation of liability of, and advancement of fees and expenseto, current and former managers, directors, officers, employees, or agents at least to the same exte24 as the certificate of incorporation, bylaws, or similar organizational document of each of the respectiv25 Debtors on the Petition Date, against any claims or causes of action whether direct or derivativliquidated or unliquidated, fixed, or contingent, disputed or undisputed, matured or unmatured, know26 or unknown, foreseen or unforeseen, asserted or unasserted. 27

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1 8. Directors and Officers of the Reorganized Debtors 2 As of the Effective Date, the term of the current members of the board of directors of Wavshall expire, and all of the directors for the initial term of the New Board shall be appointed i3 accordance with the terms herein and the terms to be provided in the Plan Supplement. The GUBoard Representative shall remain on the New Board until fifty-one percent (51%) of the princip4 amount outstanding under the GUC Loan as of the Effective Date has been paid. For the avoidanc5 of doubt, the New Board shall be appointed in compliance with section 1129(a)(5) of the BankruptcCode. The identity of the members of the New Board will be disclosed in the Plan Supplement 6 prior to Confirmation, consistent with section 1129(a)(5) of the Bankruptcy Code. If the GUC BoarRepresentative is not the same person as the Liquidating Trust Manager, the GUC Boar 7 Representative may share with the Liquidating Trust Manager all documents and information receive8 in his or her capacity as the GUC Board Representative. 9 9. Effectuating Documents; Further Transactions 10 On and after the Effective Date, the Reorganized Debtors, and their respective officerdirectors, members, or managers (as applicable), are authorized to and may issue, execute, delive11 File, or record such contracts, securities, instruments, releases, and other agreements or documentand take such actions as may be necessary or appropriate to effectuate, implement, and furthe12 evidence the terms and conditions of this Plan, without the need for any approvals, authorization, 13 consents except for those expressly required pursuant to this Plan. 14 10. Director and Officer Liability Insurance 15 The Reorganized Debtors shall obtain new director and officer liability insurance policies tcover the New Board effective as of the Effective Date. 16 In addition, after the Effective Date, none of the Reorganized Debtors shall terminate 17 otherwise reduce the coverage under any “tail” D&O Liability Insurance Policies covering th18 Debtors’ current boards of directors in effect on or after the Petition Date, with respect to conduoccurring prior thereto, and, subject to the terms of the applicable D&O Liability Insurance Policie19 all directors and officers of the Debtors who served in such capacity at any time prior to the EffectivDate shall be entitled to the full benefits of any such policy for the full term of such policy, to th20 extent set forth therein, regardless of whether such directors and officers remain in such positions aftthe Effective Date. 21 22 11. Employee and Retiree Benefits 23 Unless otherwise provided herein, all employee wages, compensation, and benefit programin place as of the Effective Date with the Debtors shall be assumed by the Reorganized Debtors an24 shall remain in place as of the Effective Date, and the Reorganized Debtors will continue to honsuch agreements, arrangements, programs, and plans. Notwithstanding the foregoing, pursuant t25 section 1129(a)(13) of the Bankruptcy Code, from and after the Effective Date, all retiree benefits (asuch term is defined in section 1114 of the Bankruptcy Code), if any, shall continue to be paid i26 accordance with applicable law. 27

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1 12. Closing the Chapter 11 Cases 2 The Reorganized Debtors shall, promptly after the full administration of the Chapter 11 Casefile with the Bankruptcy Court all documents required by Bankruptcy Rule 3022 and any applicabl3 order of the Bankruptcy Court to close the Chapter 11 Cases; provided that, as of the Effective Datthe Reorganized Debtors may submit separate orders to the Bankruptcy Court under certification 4 counsel previously provided to the U.S. Trustee closing certain individual Chapter 11 Cases an5 changing the caption of the Chapter 11 Cases accordingly. Nothing in this Plan shall authorize thclosing of any case effective as of a date that precedes the date any such order is entered. Any reque6 for such relief shall be made on motion served on the U.S. Trustee, and the Bankruptcy Court sharule on such request after notice and a hearing. Upon the filing of a motion to close the last Chapte7 11 Case remaining open, the Reorganized Debtors shall file a final report with respect to all of th 8 Chapter 11 Cases pursuant to Local Rule 3022-1(c). 9 F. Asset Sale Distribution 10 If the Asset Sale Distribution is elected, the following provisions shall govern. 11 1. Asset Sale 12 In the event of an Asset Sale, and upon entry of the Sale Order, the Debtors shall be authorizeto consummate the applicable Asset Sale to the applicable Purchaser pursuant to the terms of th13 applicable Purchase and Sale Agreement, the Sale Order, the Plan, and the Confirmation Order. Th14 Sale Proceeds and any reserves required pursuant to the Purchase and Sale Agreement (including andocuments contemplated to be executed or delivered by the Debtors or the Purchaser under th15 Purchase and Sale Agreement), the Debtors’ rights under the Purchase and Sale Agreement, paymentmade directly by the Purchaser on account of any Assumed Purchaser Obligations under the Purchas16 and Sale Agreement, and payments of Cures made by the Purchaser pursuant to sections 365 or 112of the Bankruptcy Code shall be used to fund the distributions to Holders of Allowed Claims again17 the Debtors in accordance with the treatment of such Claims and subject to the terms provided herei18 Unless otherwise agreed in writing by the Debtors and the Purchaser, distributions required by thiPlan on account of Allowed Claims that are Assumed Purchaser Obligations shall be paid by th19 Purchaser to the extent such Claim is Allowed against the Debtors. 20 2. Vesting of Assets in the Wind-Down Debtors 21 Except as otherwise provided in this Plan, the Confirmation Order, the Purchase and SalAgreement, or any agreement, instrument, or other document incorporated herein or therein, or an22 agreement, instrument, or other document incorporated in this Plan or the Plan Supplement, on th23 Effective Date, the assets of the Debtors remaining after effectuating the Asset Sales shall vest in thWind-Down Debtors for the purpose of liquidating the Estates, free and clear of all Liens, Claim24 charges, or other encumbrances. On and after the Effective Date, except as otherwise provided for ithis Plan, the DIP Orders, the Purchase and Sale Agreement, or the Sale Order, each Wind-Dow25 Debtor may operate its business and use, acquire, or dispose of property in accordance with the WindDown Budget, and compromise or settle any Claims, Interests, or Causes of Action (other than th26 Causes of Action transferred to the Liquidating Trust). 27

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1 3. Sources of Plan Distributions 2 The Wind-Down Debtors will fund distributions under this Plan with (i) Cash on hand on thEffective Date, (ii) the revenues and proceeds of all assets of the Debtors, including proceeds from a 3 Causes of Action not transferred to the Liquidating Trust and not settled, released, dischargeenjoined, or exculpated under this Plan or otherwise on or prior to the Effective Date and (iii) proceed4 if any, distributed to the Wind-Down Debtors by the Liquidating Trust Manager. 5 Notwithstanding anything to the contrary in this Plan or in the Purchase and Sale Agreemen6 on the Effective Date, any Cause of Action (i) not settled, released, discharged, enjoined, or exculpateunder this Plan on or prior to the Effective Date or (ii) not transferred to the Liquidating Trust sha7 vest in the Wind-Down Debtors and shall be subject to administration by the Plan Administrator. 8 4. Wind-Down Debtors 9 On and after the Effective Date, the Wind-Down Debtors shall continue in existence f10 purposes of (i) winding down the Debtors’ business and affairs as expeditiously as reasonably possiblin accordance with the Wind-Down Budget and Wind-Down Milestones, (ii) resolving Dispute11 Claims (other than, if Disputed and not previously resolved, the Tallwood Claims) (iii) makindistributions on account of Allowed Claims as provided hereunder, (iv) funding distributions i12 accordance with the Wind-Down Budget, (v) enforcing and prosecuting claims, interests, rights, anprivileges under the Causes of Action (other than the Causes of Action transferred to the Liquidatin13 Trust) on the Schedule of Retained Causes of Action in an efficacious manner, (vi) filing appropriat14 tax returns, (vii) complying with their continuing obligations under the Purchase and Sale Agreemenif any, and the DIP Orders (as applicable), and (viii) administering this Plan in an efficacious manne15 The Wind-Down Debtors shall be deemed to be substituted as the party-in-lieu of the Debtors in amatters, including (i) motions, contested matters, and adversary proceedings pending in th16 Bankruptcy Court, (ii) DIP Orders (as applicable), and (iii) all matters pending in any courts, tribunalforums, or administrative proceedings outside of the Bankruptcy Court, in each case without the nee17 or requirement for the Plan Administrator to file motions or substitutions of parties or counsel in eac18 such matter. 19 5. Plan Administrator 20 On and after the Effective Date, the Plan Administrator shall act for the Wind-Down Debtorin the same fiduciary capacity as applicable to a board of managers, directors, officers, or other suc21 similar governing body, subject to the provisions hereof (and all certificates of formation, membershi22 agreements, and related documents are deemed amended by this Plan to permit and authorize thsame). On the Effective Date, the authority, power, and incumbency of the persons acting a23 managers, officers, directors, sale director, or other such similar governing body of the Wind-DowDebtors shall be deemed to have resigned, solely in their capacities as such, and the Plan Administrat24 shall be appointed as the sole manager, sole director, and sole officer of the Wind-Down Debtors, anshall succeed to the powers of the Wind-Down Debtors’ managers, directors, officers, and oth25 Governing Bodies. From and after the Effective Date, the Plan Administrator shall be the sol26 representative of, and shall act for, the Wind-Down Debtors. The foregoing shall not limit thauthority of the Wind-Down Debtors or the Plan Administrator, as applicable, to continue th27 employment of any former manager or officer, including pursuant to any transition services agreemeentered into on or after the Effective Date by and between the Wind-Down Debtors and the Purchase

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1 The Plan Administrator shall use commercially reasonable efforts to operate in a manner consistewith the Wind-Down Budget. 2 6. Dissolution and Governing Bodies of the Debtors 3 As of the Effective Date, the current board shall be dissolved without any further actio4 required on the part of the Debtors or the Debtors’ officers, directors, managers, shareholder5 members, or Governing Bodies, and any remaining officers, directors, managers, or managinmembers of any Debtor shall be dismissed without any further action required on the part of any suc 6 Debtor, the equity holders of the Debtors, the officers, directors, managers, or other such similgoverning body, as applicable, of the Debtors, or the members of any Debtor. Subject in all respect7 to the terms of this Plan, the Debtors shall be dissolved as soon as practicable on or after the EffectivDate, but in no event later than the closing of the Chapter 11 Cases. 8 As of the Effective Date, the Plan Administrator shall act as the sole officer, director, manage9 and other such similar governing body, as applicable, of the Debtors with respect to their affairSubject in all respects to the terms of this Plan, the Plan Administrator shall have the power an10 authority to take any action necessary to wind down and dissolve any of the Debtors, and shall: (i) fil11 a certificate of dissolution for any of the Debtors, together with all other necessary corporate ancompany documents, to effect the dissolution of the Debtors under the applicable laws of its state 12 formation; and (ii) complete and file all final or otherwise required federal, state, and local tax returnand shall pay taxes required to be paid for any of the Debtors, and pursuant to section 505(b) of th13 Bankruptcy Code, request an expedited determination of any unpaid tax liability of any of the Debtoror their Estates for any tax incurred during the administration of such Debtor’s Chapter 11 Case, a14 determined under applicable tax laws. 15 The filing by the Plan Administrator of any of the Debtors’ certificate of dissolution shall bauthorized and approved in all respects without further action under applicable law, regulation, orde16 or rule. 17 7. Release of Liens 18 Except as otherwise expressly provided herein or in the Confirmation Order, on the Effectiv19 Date, all Liens on any property of any Debtors or the Wind-Down Debtors shall automaticallterminate, all property subject to such Liens shall be automatically released, and all guarantees of an20 Debtors or the Wind-Down Debtors shall be automatically discharged and released; provided thnotwithstanding anything to the contrary set forth in this Plan, subject to the funding of th21 Professional Fee Escrow Account, (i) all Liens of the DIP Agent, DIP Lenders, and (subject to Sectio22 III.C) Tallwood on any property of any Debtors or the Wind-Down Debtors shall remain valibinding, and in full effect on and after the Effective Date, (ii) all property of the Debtors and Wind23 Down Debtors shall remain subject to the Liens and claims of the DIP Agent, DIP Lenders, an(subject to Section III.C) Tallwood and shall continue to secure all Obligations (as defined in the DI24 Note and Prepetition Note, as applicable) owing to the DIP Agent, DIP Lenders, and (subject tSection III.C) Tallwood, (iii) all guarantees of any Debtors or the Wind-Down Debtors in favor of th25 DIP Agent, DIP Lenders, and (subject to the immediately following paragraph) Tallwood shall b26 reaffirmed and remain in full force and effect, and (iv) the proceeds of sales of any collateral of thWind-Down Debtors securing the DIP Claims and (subject to Section III.C) Tallwood Claims sha27 remain subject to the Liens and claims of the DIP Agent, DIP Lenders, and (subject to Section III.CTallwood, as applicable, to the same extent as such Liens and claims were enforceable against th

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1 Debtors and the Debtors’ assets, in each case of clauses (i)-(iv) of this Section IV.F.7 until the DIAgent, DIP Lenders, and (subject to Section III.C) Tallwood receive their distributions or othe2 treatment in accordance with Section II.B and Section III.B. 3 8. Corporate Action 4 Upon the Effective Date, all actions contemplated under this Plan, regardless of whether take5 before, on, or after the Effective Date, shall be deemed authorized and approved in all respectincluding: (i) consummation of the Asset Sale; and (ii) all other actions contemplated under this Pla6 (whether to occur before, on, or after the Effective Date). All matters provided for in this Plan odeemed necessary or desirable by the Debtors before, on, or after the Effective Date involving th7 corporate structure of the Debtors or the Wind-Down Debtors, and any corporate action required bthe Debtors or the Wind-Down Debtors in connection with this Plan or the corporate structure of th 8 Debtors or Wind-Down Debtors, shall be deemed to have occurred and shall be in effect on th 9 Effective Date, without any requirement of further action by the equity holders, directors, manageror officers of the Debtors or the Wind-Down Debtors. Before, on, or after the Effective Date, th10 appropriate officers of the Debtors or the Wind-Down Debtors, as applicable, shall be authorized tissue, execute, and deliver the agreements, documents, securities, and instruments contemplated und11 this Plan (or necessary or desirable to effect the transactions contemplated under this Plan) in the namof and on behalf of the Wind-Down Debtors. The authorizations and approvals contemplated by thi12 Section IV.F.8 shall be effective notwithstanding any requirements under non-bankruptcy law. 13 9. Effectuating Documents; Further Transactions 14 Prior to the Effective Date, the Debtors are, and on and after the Effective Date, the Win15 Down Debtors, the Plan Administrator, and the officers and members thereof are, authorized to anmay issue, execute, deliver, file, or record to the extent not inconsistent with any provision of this Pla16 such contracts, securities, instruments, releases, and other agreements or documents and take sucactions as may be necessary or appropriate to effectuate, implement, and further evidence the term17 and conditions of this Plan, without the need for any approvals, authorizations, notice, or consent18 except for those expressly required pursuant to this Plan. 19 10. Preservation of Causes of Action 20 Unless any Cause of Action against a Person or Entity is expressly waived, relinquisheexculpated, released, compromised, or settled in this Plan or a Final Order, in accordance with sectio21 1123(b) of the Bankruptcy Code, the Debtors shall convey to the Plan Administrator all rights t22 commence, prosecute, or settle, as appropriate, any and all Causes of Action not transferred to thLiquidating Trust, whether arising before or after the Petition Date, which shall vest in the Pla23 Administrator pursuant to the terms of this Plan. The Plan Administrator may enforce all rights tcommence, prosecute, or settle, as appropriate, any and all Causes of Action not transferred to th24 Liquidating Trust, whether arising before or after the Petition Date, and the Plan Administrator’s rightto commence, prosecute, or settle such Causes of Action shall be preserved notwithstanding th25 occurrence of the Effective Date. The Plan Administrator may, in its reasonable business judgmen26 pursue such Causes of Action and may retain and compensate professionals in the analysis or pursuof such Causes of Action to the extent the Plan Administrator deems appropriate, including on 27 contingency fee basis. No Person or Entity may rely on the absence of a specific reference in thiPlan or the Disclosure Statement to any Cause of Action against them as any indication that th

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1 Debtors or the Plan Administrator will not pursue any and all available Causes of Action againsit. The Debtors and the Plan Administrator expressly reserve all rights to prosecute any and a 2 Causes of Action not transferred to the Liquidating Trust against any Person or Entity, exceas otherwise expressly provided in this Plan; provided that the Wind-Down Debtors, i3 consultation with the Plan Administrator after the Effective Date, may prosecute any such Caus4 of Action against any party only in connection with their objection to and resolution of anClaim asserted by such party. Unless any Cause of Action against a Person or Entity is expressl5 waived, relinquished, exculpated, released, compromised, or settled in this Plan or a Final Order, thPlan Administrator expressly reserves all Causes of Action not transferred to the Liquidating Trust fo6 later adjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicatcollateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), o7 laches, shall apply to such Causes of Action upon, after, or as a consequence of the Confirmation 8 Consummation. The Plan Administrator shall have the exclusive right, authority, and discretion tdetermine and to initiate, file, prosecute, enforce, abandon, settle, compromise, release, withdraw, 9 litigate to judgment any such Causes of Action, or to decline to do any of the foregoing, without thconsent or approval of any third party or any further notice to, or action, order, or approval of, th10 Bankruptcy Court. 11 11. Closing the Chapter 11 Cases 12 The Wind-Down Debtors shall, promptly after the full administration of the Chapter 11 Case13 file with the Bankruptcy Court all documents required by Bankruptcy Rule 3022 and any applicablorder of the Bankruptcy Court to close the Chapter 11 Cases; provided that, as of the Effective Dat14 the Wind-Down Debtors may submit separate orders to the Bankruptcy Court under certification counsel previously provided to the U.S. Trustee closing certain individual Chapter 11 Cases an15 changing the caption of the Chapter 11 Cases accordingly. Nothing in this Plan shall authorize thclosing of any case effective as of a date that precedes the date any such order is entered. Any reque16 for such relief shall be made on motion served on the U.S. Trustee, and the Bankruptcy Court sha17 rule on such request after notice and a hearing. Upon the filing of a motion to close the last Chapte11 Case remaining open, the Wind-Down Debtors shall file a final report with respect to all of th18 Chapter 11 Cases pursuant to Local Rule 3022-1(c). 19 When all Disputed Claims have become Allowed or Disallowed and all remaining Cash habeen distributed in accordance with this Plan, the Plan Administrator shall seek authority from th20 Bankruptcy Court to close the Chapter 11 Case of the Debtors in accordance with the BankruptcCode and the Bankruptcy Rules. 21 G. Liquidating Trust 22 1. Appointment of Liquidating Trust Manager5 23 24 Upon the Effective Date, the Liquidating Trust, which shall be a Delaware statutory trusshall be established pursuant to the Liquidating Trust Agreement. The initial Liquidating Tru25 5 Because the Liquidating Trust is a Delaware Statutory Trust, a Delaware Trustee (the “Delawar26 Trustee”) shall be appointed in appointed in accordance with the Liquidating Trust Agreement tcomply with the requirements of section 3807 of the Delaware Statutory Trust Act. The Delawar27 Trustee will not serve in its individual capacity, but solely as trustee, or its successor in such capacitin accordance with the Liquidating Trust Agreement and this Plan. The power, authority, duties an

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1 Manager shall be appointed by the Committee, in consultation with the Debtors and Tallwood. Thappointment of the Liquidating Trust Manager shall be approved in the Confirmation Order, and th 2 Liquidating Trust Manager’s duties shall commence as of the Effective Date. The Liquidating TruManager shall administer the Liquidating Trust and shall serve as a representative of the Estates und3 section 1123(b) of the Bankruptcy Code for the purpose of (i) enforcing Causes of Action belongin4 to the Estates and (ii) if the Restructuring occurs, serving as lender and administering the GUC Loaand administering and distributing the GUC Accounts Receivable Proceeds. 5 In accordance with the Liquidating Trust Agreement, the Liquidating Trust Manager sha6 serve in such capacity through the earlier of (i) the date that the Liquidating Trust is dissolved iaccordance with Section IV.G.10; and (ii) the date such Liquidating Trust Manager dies (if th 7 Liquidating Trust Manager is a natural person), dissolves (if the Liquidating Trust Manager is not 8 natural person), resigns, is terminated or removed for cause, or is otherwise unable to serve; providehowever, that, if the Liquidating Trust Manager dies (if a natural person), dissolves (if the Liquidatin 9 Trust Manager is not a natural person) is terminated or removed for cause, or is otherwise unable tserve, the Liquidating Trust Advisory Board shall appoint a successor to serve as the Liquidating Tru10 Manager in accordance with the Liquidating Trust Agreement. If the Liquidating Trust AdvisorBoard does not appoint a successor within the time periods specified in the Liquidating Tru11 Agreement, then the Court, upon the motion of counsel to the Liquidating Trust, the Liquidating Tru12 Advisory Board or the outgoing Liquidating Trust Manager, shall approve a successor to serve as thLiquidating Trust Manager. Any such successor Liquidating Trust Manager shall serve in suc13 capacity until the Liquidating Trust is dissolved. 14 2. Establishment of the Liquidating Trust 15 Upon the Effective Date, if the Restructuring occurs, (i) the GUC Loan; (ii) subject to th16 releases and exculpations set forth herein (including the Debtor Release and the Third Party Release17 each of the Causes of Action (other than the right to object to or otherwise contest Claims or Interestas described below) and Avoidance Actions that are not released or waived pursuant to this Plan; (ii18 if transferred to the Liquidating Trust, any D&O Liability Insurance Policies or proceeds thereof; (ivany GUC Accounts Receivable Proceeds collected by the Debtors prior to the Effective Date; and (v19 any GUC CIP Settlement Proceeds received by the Debtors prior the Effective Date shall automaticall20 vest in the Liquidating Trust for the benefit of the Liquidating Trust Beneficiaries. On the EffectivDate, standing to commence, prosecute and compromise all Causes of Actions (other than the right t21 object to or otherwise contest Claims or Interests as described below) and Avoidance Actions vestinin the Estates shall transfer to the Liquidating Trust Manager and/or the Liquidating Trust free an22 clear of all Liens, Claims, and Interests except as otherwise specifically provided in this Plan or thConfirmation Order. If the Restructuring occurs, the primary right to object to or otherwise conte23 Claims or Interests shall be retained by the Reorganized Debtors, except as otherwise agreed betwee24 the Reorganized Debtors and the Liquidating Trust Manager in writing in accordance witSection XIII.G. If the Reorganized Debtors do not object to or otherwise contest a Claim, th25 Liquidating Trust shall have standing and the right to file and prosecute such a Claim objection, anin all circumstances, the Liquidating Trust shall have the right to join in any claim objection filed b26 27 the Liquidating Trust in the State of Delaware and (ii) the execution, delivery and filing of ancertificates required to be filed with the office of the Delaware Secretary of State that the Delawar

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1 or pursued by the Reorganized Debtors. Not less than thirty (30) days prior to the Claims ObjectioDeadline, the Reorganized Debtors shall provide the Liquidating Trust Manager with a list of a 2 General Unsecured Claims that specifies, for each such Claim, whether the Reorganized Debtors havobjected to or otherwise contested such Claim. If the Liquidating Trust Manager objects to 3 otherwise contests a General Unsecured Claim that the Reorganized Debtors have not objected to o4 otherwise contested, the Reorganized Debtors shall promptly provide to the Liquidating TruManager access to such books, records and personnel as the Liquidating Trust Manager deem5 necessary or desirable to object to or otherwise contest such General Unsecured Claim. 6 Upon the Effective Date, if the Asset Sale Distribution is elected, (i) each of the Causes oAction (including, if not previously compromised, the right to object to or contest the Tallwoo 7 Claims, but excluding the right to object to or otherwise contest Claims or Interests as described belo8 and Avoidance Actions that are not released or waived pursuant to this Plan and (ii) any D&O LiabilitInsurance Policies or proceeds thereof shall automatically vest in the Liquidating Trust for the benef9 of the Liquidating Trust Beneficiaries. On the Effective Date, standing to commence, prosecute ancompromise all Causes of Actions (including, if not previously compromised, the right to object to o10 contest the Tallwood Claims, but excluding the right to object to or otherwise contest Claims oInterests as described below) and Avoidance Actions vesting in the Estates shall transfer to th11 Liquidating Trust Manager and/or the Liquidating Trust free and clear of all Liens, Claims, an12 Interests except as otherwise specifically provided in this Plan or the Confirmation Order. If the AssSale Distribution is elected, all rights to object to or otherwise contest Claims or Interests (other tha13 if not previously compromised, the right to object to or contest the Tallwood Claims) shall btransferred to, and shall vest in, the Wind-Down Debtors, except as otherwise agreed between th14 Wind-Down Debtors and the Liquidating Trust Manager in writing in accordance with Section XIII. If the Wind-Down Debtors do not object to or otherwise contest a Claim, or the Liquidating Tru15 Manager is dissatisfied with the manner in which the Wind-Down Debtors are objecting to o16 otherwise contesting a Claim, the Liquidating Trust shall have standing and the right to file anprosecute such a Claim objection, and in all circumstances, the Liquidating Trust shall have the rig17 to join in any claim objection filed by or pursued by the Wind-Down Debtors. Not less than thirt(30) days prior to the Claims Objection Deadline, the Reorganized Debtors shall provide th18 Liquidating Trust Manager with a list of all Claims that specifies, for each such Claim, whether th19 Wind-Down Debtors have objected to or otherwise contested such Claim. If the Liquidating TruManager objects to or otherwise contests a General Unsecured Claim that the Reorganized Debtor20 have not objected to or otherwise contested, the Reorganized Debtors shall promptly provide to thLiquidating Trust Manager access to such books, records and personnel as the Liquidating Tru21 Manager deems necessary or desirable to object to or otherwise contest such General UnsecureClaim. 22 3. Liquidating Trust Advisory Board 23 24 The Liquidating Trust Advisory Board shall consist of three (3) members. 25 If the Restructuring occurs, until all Allowed General Unsecured Claims have beeindefeasibly paid in full in Cash, all members of the Liquidating Trust Advisory Board shall be Holder26 of Allowed General Unsecured Claims, with the initial members selected by the Committee. After aAllowed General Unsecured Claims have been indefeasibly paid in full in Cash, if the Liquidatin27 Trust retains any assets, the Liquidating Trust Advisory Board shall consist of: (i) two (

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1 representatives appointed by Tallwood; and (ii) a representative appointed by a majority of the Holderof Interests in Reorganized Wave. 2 If the Asset Sale Distribution is elected, until all Allowed General Unsecured Claims have bee3 indefeasibly paid in full in Cash, all members of the Liquidating Trust Advisory Board shall be Holderof Allowed General Unsecured Claims, with the initial members selected by the Committee. After a 4 Allowed General Unsecured Claims have been indefeasibly paid in full in Cash, the members of th 5 Liquidating Trust Advisory Board shall be selected by the Plan Administrator. 6 4. Preservation of Causes of Action 7 In accordance with section 1123(b) of the Bankruptcy Code, but subject to Article IX hereothe Liquidating Trust shall retain and may enforce all rights to commence and pursue, as appropriat8 any and all Causes of Action of the Debtors, other than those (i) released pursuant to this Plan; (ii) 9 the Restructuring occurs, retained by the Reorganized Debtors; and (iii) if the Asset Sale Distributiois elected, transferred to the Wind-Down Debtors, whether arising before or after the Petition Dat10 and the Liquidating Trust’s right to commence, prosecute, or settle such Causes of Action shall bpreserved notwithstanding the occurrence of the Effective Date, other than the Causes of Actio11 released by the Debtors pursuant to the releases and exculpations contained in this Plan. 12 The Liquidating Trust may pursue such retained Causes of Action, as appropriate, i13 accordance with the best interests of the Liquidating Trust Beneficiaries. No Person or Entity (othethan the Released Parties) may rely on the absence of a specific reference in this Plan, the Pla14 Supplement, or the Disclosure Statement to any Cause of Action against it as any indication thathe Liquidating Trust will not pursue any and all available Causes of Action of the Debtor15 against it. The Liquidating Trust expressly reserves all rights to prosecute any and all Causeof Action against any Person or Entity, except as otherwise expressly provided in this Pla16 Unless otherwise agreed upon in writing by the parties to the applicable Cause of Action, a17 objections to the Schedule of Retained Causes of Action must be Filed with the BankruptcCourt on or before thirty (30) days after the Effective Date. Any such objection that is not timel18 Filed shall be disallowed and forever barred, estopped, and enjoined from assertion against thLiquidating Trust, without the need for any objection or responsive pleading by the Liquidatin19 Trust or any other party in interest or any further notice to or action, order, or approval of thBankruptcy Court. The Liquidating Trust may settle any such objection without any further notic20 to or action, order, or approval of the Bankruptcy Court. If there is any dispute regarding the inclusio21 of any Cause of Action on the Schedule of Retained Causes of Action that remains unresolved by thLiquidating Trust and the objection party for thirty (30) days, such objection shall be resolved by th22 Bankruptcy Court. Unless any Causes of Action of the Debtors against a Person or Entity are expresslwaived, relinquished, exculpated, released, compromised, or settled in this Plan (including in Articl23 IX hereof) or a Final Order, the Reorganized Debtors expressly reserve all Causes of Action, for lateadjudication, and, therefore, no preclusion doctrine, including the doctrines of res judicata, collater24 estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, or otherwise), or laches, sha25 apply to such Causes of Action upon, after, or as a consequence of Confirmation. 26 The Liquidating Trust reserves and retains such Causes of Action of the Estatenotwithstanding the rejection or repudiation of any Executory Contract during these Chapter 11 Case27 or pursuant to this Plan. In accordance with section 1123(b)(3) of the Bankruptcy Code, any Causeof Action that a Debtor may hold against any Entity shall automatically vest in the Liquidating Tru

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1 upon Confirmation, except as otherwise expressly provided in this Plan. The Liquidating Trusthrough its authorized agents or representatives, shall retain and may exclusively enforce any and a2 such Causes of Action. The Liquidating Trust Manager shall have the exclusive right, authority, andiscretion to determine and to initiate, File, prosecute, enforce, abandon, settle, compromise, releas3 withdraw, litigate to judgment, sell, transfer or assign any such Causes of Action (including Avoidanc 4 Actions) and to decline to do any of the foregoing without the consent or approval of any third part(other than the Liquidating Trust Advisory Board, where such approval is required by the Liquidatin 5 Trust Agreement) or further notice to or action, order, or approval of the Bankruptcy Court, althougthe Liquidating Trust Manager may seek Bankruptcy Court approval of any settlement or compromis6 of such Causes of Action. Any Person or Entity to whom the Liquidating Trust Manager selltransfers or assigns any Cause of Action (including any Avoidance Action) for value shall be deeme7 to be a representative of the Estates pursuant to section 1123(b) of the Bankruptcy Code. 8 5. Preservation of Privileges of the Estates and Debtors 9 On the Effective Date, the Debtors shall be deemed to have transferred and assigned to th10 Liquidating Trust all of their respective rights, titles, and interests in any privilege or immunity of thDebtors’ Estates with respect to the Causes of Action (other than any Causes of Action (i) retained b11 the Reorganized Debtors, if the Restructuring occurs; or (ii) transferred to the Wind-Down Debtors, the Asset Sale Distribution is elected) or Avoidance Actions, including the attorney-client privileg12 and the work product privilege (collectively, the “Privileges”), which Privileges shall automaticall13 vest in the Liquidating Trust. The Liquidating Trust Manager shall be vested with the sole power anauthority to waive or assert such Privileges for the sole benefit of the Liquidating Trust. In additio14 on the Effective Date, the Debtors or Reorganized Debtors, as applicable, shall provide the LiquidatinTrust with reasonable access to the books and records of the Debtors or Reorganized Debtor15 concerning the Causes of Action or Avoidance Actions. The Reorganized Debtors shall also providreasonable access to the Debtors’ and Reorganized Debtors’ financial information, systems an16 employees as the Liquidating Trust Manager deems necessary or desirable to any with respect to th17 activities of the Liquidating Trust. The Released Parties shall use commercially reasonable efforts tcooperate with the Liquidating Trust Manager with respect to any litigation brought by or against th18 Liquidating Trust; provided that the Liquidating Trust will reimburse the Released Parties freasonable and documented out-of-pocket expenses (which shall not include fees or expenses 19 counsel) incurred in connection with such cooperation. Without limitation, the Debtors’ Professional20 shall deliver any books and records of the Debtors or other materials (including any documents omaterials of the Debtors that may be subject to any Privileges, including files of the Debtor21 Professionals, including work product, analysis and discovery) that may be relevant to the Causes oAction or Avoidance Actions and that are in the respective possession, custody or control of any suc22 Debtors’ Professionals. 23 6. Funding of the Liquidating Trust 24 If the Restructuring occurs, the Liquidating Trust Manager shall, with the majority consent 25 the Liquidating Trust Advisory Board, be entitled to use the Restructuring Liquidating Trust ExpensAdvance as an advance against Liquidating Trust Expenses. The Liquidating Trust Administratio26 Reserve shall be funded on the Effective Date in the amount of $1 million, which amount may bfunded, in whole or in part, from the $1 million prepayment of the GUC Loan or, in whole or in par27 from the GUC Account Receivables (which $1 million shall constitute part of the Liquidating TruExpense Advance). The proceeds of the Liquidating Trust Assets realized by the Liquidating Tru

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1 shall be used to repay the Restructuring Liquidating Trust Expense Advance to Holders of AlloweGeneral Unsecured Claims on a Pro Rata basis until the Restructuring Liquidating Trust Expens 2 Advance has been repaid in full. Until the Restructuring Liquidating Trust Expense Advance has beerepaid in full, no proceeds of the Liquidating Trust Assets realized by the Liquidating Trust shall b3 used to repay, or deemed to repay, any portion of the GUC Loan (other than the Liquidating Tru 4 Expense Advance) or the Excess General Unsecured Claim Amount. 5 If the Asset Sale Distribution is elected, after satisfaction of the Allowed GenerAdministrative Expense Claims, the Allowed DIP Claims, the Allowed Professional Claims, th 6 Allowed Priority Tax Claims, the Allowed Other Priority Claims, the Allowed Other Secured Claimand the Allowed De Minimis Unsecured Claims from the Sale Proceeds, up to $3 million of the Sal 7 Proceeds that would otherwise be paid to Holders of Allowed General Unsecured Claims may b8 transferred to the Liquidating Trust as an advance against Liquidating Trust Expenses (the “SalProceeds Liquidating Trust Expense Advance”). The Liquidating Trust Advisory Board sha9 determine the amount, not to exceed $3 million, of the Sale Proceeds Liquidating Trust ExpensAdvance. The Sale Proceeds Liquidating Trust Expense Advance shall be deemed to be a payme10 on account of the Claims of the Holders of Allowed General Unsecured Claims on a Pro Rata basiwhich such Holders of Allowed General Unsecured Claims are then advancing to the Liquidatin11 Trust. The proceeds of the Liquidating Trust Assets realized by the Liquidating Trust shall be used t12 repay the Sale Proceeds Liquidating Trust Expense Advance to Holders of Allowed GenerUnsecured Claims on a Pro Rata basis until the Sale Proceeds Liquidating Trust Expense Advance ha13 been repaid in full. 14 7. Order of Distribution of Liquidating Trust Assets 15 (a) Restructuring 16 If the Restructuring occurs, until the GUC Loan and the Excess General Unsecured Amou17 have been paid in full in Cash, with interest thereon at the applicable rate, the Liquidating Trust Assetshall be distributed as follows: 18 (i) GUC Loan Distributable Trust Assets 19 Within thirty (30) days following each GUC Loan Distribution Record Date, the Liquidatin20 Trust Manager shall distribute an amount in Cash equal to the amount of the GUC Loan Distributabl21 Trust Assets to (i) each Holder of an Allowed General Unsecured Claim; and (ii) the Disputed GenerUnsecured Claims Reserve with respect to any Disputed General Unsecured Claim, in each case on 22 Pro Rata basis. 23 (ii) GUC Accounts Receivable Proceeds Distributable Trust Assets 24 If GUC Accounts Receivable Proceeds Distributable Trust Assets become available fdistribution to Holders of Allowed General Unsecured Claim, and the Liquidating Trust Manager, i25 his (or her) discretion, elects to distribute GUC Accounts Receivable Proceeds Distributable Tru26 Assets, each such distribution shall be paid to (i) each Holder of an Allowed General Unsecured Claiand (ii) the Disputed General Unsecured Claims Reserve with respect to any Disputed Gener27 Unsecured Claim, in each case on a Pro Rata basis. Each distribution made pursuant to section 4.1(of the Liquidating Trust Agreement shall be deemed to have been received (i) first, in dollar-for-dolla

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1 satisfaction of the Excess General Unsecured Claim Amount until the Excess General UnsecureClaim Amount has been repaid in full; and (ii) second, after the Excess General Unsecured Clai 2 Amount has been repaid in full, in dollar-for-dollar satisfaction of obligations due under the GULoan. 3 4 (iii) Other Distributable Trust Assets 5 If Other Distributable Trust Assets become available for distribution to Holders of AlloweGeneral Unsecured Claims and Holders of Allowed Tallwood Claims, and the Liquidating Tru 6 Manager, in his (or her) discretion, elects to distribute Other Distributable Trust Assets, each sucdistribution shall be made in the following order: (i) first, to repay the Liquidating Trust Expens 7 Advance; (ii) second, until all Allowed General Unsecured Claims have been paid in full, to (a) eac 8 Holder of an Allowed General Unsecured Claim and (b) the Disputed General Unsecured ClaimReserve with respect to any Disputed General Unsecured Claim, in each case on a Pro Rata basis9 and (iii) third, after all Allowed General Unsecured Claims have been repaid in full in Cash, anremaining Liquidated Trust Assets shall be distributed to the Holders of Allowed Tallwood Claims o10 a Pro Rata basis. 11 (b) Asset Sale Distribution 12 If the Asset Sale Distribution is elected, the Liquidating Trust Assets shall be distributed in th13 following order: (i) first, to pay the Liquidating Trust Expenses; (ii) second, to pay Allowed GenerUnsecured Claims, until all Allowed General Unsecured Claims have been repaid in full in Cash, wit14 interest at the Federal Judgment Rate; and (iii) third, to the Plan Administrator, to make PlaDistributions in accordance with Article III. 15 8. Treatment of Liquidating Trust for Federal Income Tax Purposes; N16 Successor-in-Interest 17 The Liquidating Trust shall be established for the sole purpose of distributing the assets of th18 Liquidating Trust, and proceeds therefrom, in accordance with Treasury Regulation section 301.7704(d) and Revenue Procedure 94-45 199402 C.B. 684, with no objective to continue or engage in th19 conduct of a trade or business, and are intended to qualify as a liquidating trust for U.S. federal incomtax purposes. The Liquidating Trust is intended to be a “grantor trust” pursuant to sections 671 to 6720 of the Internal Revenue Code. Liquidating Trust shall not be deemed a successor-in-interest of th21 Debtors for any purpose other than as specifically set forth in the Plan or in the Liquidating TruAgreement. The record holders of beneficial interests shall be recorded and set forth in a regist22 maintained by the Liquidating Trust Manager expressly for such purpose. 23 24 6 Each distribution made pursuant to this sub-clause shall be deemed (a) fifty percent (50%) to hav25 been received in dollar-for-dollar satisfaction of the Excess General Unsecured Claim Amount, an(b) fifty percent (50%) to have been received in dollar-for-dollar satisfaction of the GUC Loa26 provided that, if the Excess General Unsecured Claim Amount has been paid in full in Cash, but thGUC Loan has not been repaid in full in Cash (or vice versa), one hundred percent (100%) of th27 distribution shall be deemed to have been received in dollar-for-dollar satisfaction of the ExcesGeneral Unsecured Claim Amount or the obligations under the GUC Loan, as applicable, until a

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1 9. No Transfer of Interests in the Liquidating Trust 2 No Beneficiary may sell, transfer, encumber, pledge or assign all or any part of its interest ithe Liquidating Trust except (i) to the spouse of such holder; (ii) by devise or bequest; or (iii) b3 operation of law. Any purported sale, transfer, encumbrance, pledge or assignment by a Beneficiarof its interest in the Liquidating Trust in violation of the Liquidating Trust Agreement shall be nu4 and void. Notwithstanding the foregoing, the right to receive payment on account of any interest i5 the Liquidating Trust may be sold, transferred, encumbered, pledged, or assigned to Tallwood, thReorganized Debtors, or any of their respective Affiliates. 6 10. Termination of the Liquidating Trust 7 The Liquidating Trust shall commence the process to dissolve upon the date that is the earlie8 to occur of: (i) the distribution of all Liquidating Trust Assets pursuant to the Plan, the Confirmatio 9 Order, and those material documents executed or to be executed in order to consummate thtransactions under the Plan, including the Liquidating Trust Agreement and the other documents liste10 in the Plan Supplement; (ii) the determination of the Liquidating Trust Manager that thadministration of the Liquidating Trust Assets is not likely to yield sufficient additional proceeds t11 justify further pursuit; or (iii) all the distributions required to be made under the Liquidating TruAgreement have been completed; provided, however, that in no event shall the Liquidating Tru12 dissolve later than five (5) years from the Effective Date, unless (x) the Bankruptcy Court or oth13 court with jurisdiction over the Liquidating Trust, within ninety (90) days prior to the fifth (5tanniversary of the Effective Date (or within ninety (90) days prior to the end of an extension period14 determines that a fixed-period extension, together with any prior extensions, is necessary to facilitator complete the recovery on and liquidation of the Liquidating Trust Assets, provided that no on15 individual fixed-period extension shall exceed three (3) years or (y) the Liquidating Trust obtains favorable private letter ruling from the Internal Revenue Service that any further extension would n16 adversely affect the status of the Liquidating Trust as a grantor trust that is a liquidating trust for Unite17 States federal income tax purposes. Upon dissolution, the Liquidating Trust Manager shall wind uand liquidate the Liquidating Trust in accordance with section 3808 of the Delaware Statutory Tru18 Act and upon receipt of written notice of the completion of such dissolution and winding up from thLiquidating Trust Manager, the Delaware Trustee and the Liquidating Trust Manager shall execut19 and file a Certificate of Cancellation of the Liquidating Trust with the Delaware Secretary of State iaccordance with the Trust Act and thereupon this Agreement shall terminate. 20 21 22 23 24 25 26 27

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1 ARTICLE V TREATMENT OF EXECUTORY CONTRACTS 2 A. Assumption of Executory Contracts7 3 If the Asset Sale Distribution is elected, on the Effective Date, except as otherwise provide4 herein or in the Confirmation Order, each Executory Contract that is not assumed or assigned pursua5 to the Purchase and Sale Agreement or Sale Order shall be deemed automatically rejected.8 6 If the Restructuring occurs, on the Effective Date, except as otherwise provided iSection V.H.1 and elsewhere herein, all Executory Contracts not otherwise assumed or rejected wi7 be deemed assumed by the applicable Reorganized Debtor in accordance with the provisions anrequirements of sections 365 and 1123 of the Bankruptcy Code, other than those that: (i) are identifie8 on the Rejected Executory Contracts Schedule; (ii) previously expired or terminated pursuant to the9 own terms; (iii) have been previously assumed or rejected by the Debtors pursuant to a Final Orde(iv) are the subject of a motion to reject that is pending on the Effective Date; or (v) have an ordere10 or requested effective date of rejection that is after the Effective Date. 11 Such automatic assumption or rejection, as applicable, shall be effective without the need foany further notice to or action, order, or approval of the Bankruptcy Court, in accordance with th12 provisions and requirements of sections 365 and 1123 of the Bankruptcy Code, other than anExecutory Contracts that: (i) have been previously assumed, assumed and assigned, or rejecte13 pursuant to a Bankruptcy Court order; (ii) are the subject of a motion to assume, assume and assig14 or reject such Executory Contract (or of a Filed objection with respect to the proposed assumptioassumption and assignment, or rejection of such Executory Contract) that is pending on the Effectiv15 Date; or (iii) are a contract, release, or other agreement or document entered into in connection witthe Plan. The assumption or rejection of Executory Contracts hereunder may include the assignme16 of certain of such contracts to Affiliates. Entry of the Confirmation Order shall constitute an order othe Bankruptcy Court approving the assumptions, assumptions and assignments, or rejections of th17 Executory Contracts as set forth in this Plan or the Rejected Executory Contracts Schedule, pursua18 to sections 365(a) and 1123 of the Bankruptcy Code.9 Except as otherwise specifically set forth hereiassumptions or rejections of Executory Contracts pursuant to this Plan are effective as of the Effectiv19 7 The Debtors were not counterparties to any Unexpired Leases as of the Petition Date; therefor20 provisions regarding the treatment of Executory Contracts contemplated herein do not account ftreatment of any Unexpired Leases. 21 8 For the avoidance of doubt, in the event of a sale of substantially all of the Debtors’ assets pursuato section 363 of the Bankruptcy Code (as opposed to an Asset Sale consummated through th22 Confirmation of this Plan), the procedures set forth in this Article V shall not apply. Instead, thtreatment of Executory Contracts would be governed by the procedures and deadlines set forth in th23 Order (I) Approving Bidding Procedures in Connection with the Sale of Substantially All of thDebtors’ Assets; (II) Approving Procedures for the Assumption and Assignment of Executor24 Contracts and Unexpired Leases; and (III) Granting Related Relief [Docket No. 940]. 25 9 For the avoidance of doubt, the Debtors were parties to certain contracts that were terminateprepetition or that were not executory as of the Petition Date, and therefore not subject to assumption26 assumptions and assignments, or rejections pursuant to sections 365(a) and 1123 of the BankruptcCode. These contracts include (i) that certain Master Buy-Out Agreement dated June 18, 2018, by an27 between Broadcom Inc. and Broadcom Corporation and MIPS Tech, Inc.; and (ii) that certaisettlement agreement dated April 10, 2020 by and between MediaTek, Inc., Wave, and MIPS Tec

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1 Date. Each Executory Contract assumed pursuant to this Plan or by Final Order but not assigned to third party before the Effective Date shall re-vest in and be fully enforceable by the applicabl2 contracting Reorganized Debtor in accordance with its terms, except as such terms may have beemodified by the provisions of this Plan or any Final Order authorizing and providing for it3 assumption. Any motions to assume Executory Contracts pending on the Effective Date shall b4 subject to approval by a Final Order on or after the Effective Date but may be withdrawn, settled, ootherwise prosecuted by the Reorganized Debtors. 5 To the maximum extent permitted by law, to the extent any provision in any Executor 6 Contract assumed or assumed and assigned pursuant to this Plan restricts or prevents, or purports trestrict or prevent, or is breached or deemed breached by, the assumption or assumption an7 assignment of such Executory Contract (including any “change of control” provision), then suc8 provision shall be deemed modified such that the transactions contemplated by this Plan shall nentitle the non-Debtor party thereto to terminate such Executory Contract or to exercise any oth9 default-related rights with respect thereto. Notwithstanding anything to the contrary in this Plan, thDebtors or the Reorganized Debtors, as applicable, reserve the right to alter, amend, modify, o10 supplement the Rejected Executory Contracts Schedule at any time up to thirty (30) days after thEffective Date, so long as such allocation, amendment, modification, or supplement is consistent wit11 this Plan. 12 B. Claims Based on Rejection of Executory Contracts 13 Unless otherwise provided by a Final Order of the Bankruptcy Court, all Proofs of Claim wit14 respect to Claims arising from the rejection of Executory Contracts, pursuant to this Plan or thConfirmation Order, if any, must be Filed with the Bankruptcy Court by the applicable counterpart15 listed on the Executory Contract Rejection Schedule within thirty (30) days after the later of (i) thdate of entry of an order of the Bankruptcy Court (including the Confirmation Order) approving suc16 rejection, (ii) the effective date of such rejection, or (iii) the Effective Date. The Debtors, Reorganize17 Debtors, Wind-Down Debtors, or Liquidating Trust Manager, as applicable, shall have twenty-on(21) days after the date of which such Proof of Claim is filed to object to the Proof of Claim. If suc18 objection is timely filed by the Debtors, Reorganized Debtors, Wind-Down Debtors, or LiquidatinTrust Manager, as applicable, such Proof of Claim shall be adjudicated in accordance with th19 procedures set forth in Article VIII. The Debtors or Reorganized Debtors, as applicable, shall retaithe right to modify, amend, or supplement the Executory Contract Rejection Schedule for up t20 fourteen (14) days after the adjudication of the disputed Proof of Claim; provided that the right t21 settle, litigate, or otherwise seek resolution of such disputes shall vest in the Liquidating Trust on thEffective Date. 22 Any Claims arising from the rejection of an Executory Contract not Filed with th23 Bankruptcy Court within such time will be automatically disallowed, forever barred froassertion, and shall not be enforceable against the Debtors or the Reorganized Debtors, th24 Estates, or their property without the need for any objection by the Reorganized Debtors o25 further notice to, or action, order, or approval of the Bankruptcy Court or any other Entity, anany Claim arising out of the rejection of the Executory Contract shall be deemed fully satisfie26 released, and discharged, notwithstanding anything in the Proof of Claim to the contrary. AAllowed Claims arising from the rejection of the Debtors’ Executory Contracts shall be classified a27 De Minimis Unsecured Claims or General Unsecured Claims, as applicable, and shall be treated iaccordance with Section III.B.4 or Section III.B.5, as applicable.

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1 C. Cure of Defaults for Assumed Executory Contracts 2 No later than seven (7) calendar days before the Confirmation Hearing,10 the Debtors sha3 provide Cure Notices to the counterparties to the agreements proposed to be assumed pursuant to thiPlan, which shall include a description of the procedures for objecting to the proposed Cure amount4 or the Reorganized Debtors’ ability to provide “adequate assurance of future performance thereunder5 (within the meaning of section 365 of the Bankruptcy Code). Unless otherwise agreed in writing bthe parties in the applicable Executory Contract, any objection by a counterparty to an Executor 6 Contract to a proposed assumption or related Cure must be Filed and served on counsel to the Debtono later than fourteen (14) days after the Filing of the respective Cure Notice. 7 If the Asset Sale Distribution is elected, any unresolved objection shall be heard at the Sal 8 Hearing, unless otherwise agreed by the parties. If the Restructuring occurs, any unresolved objectio9 to a proposed Cure that cannot be consensually resolved or settled within five (5) days of the Filing such objection may be adjudicated by the Bankruptcy Court at the Debtors’ first omnibus settin10 following the Filing of the objection, or at such other time as such matters are brought before thBankruptcy Court. Once any such dispute is adjudicated, the Debtors or Reorganized Debtors, a11 applicable, shall retain the right to file subsequent Cure Notices and/or modify, amend, or supplemethe Cure Notices and the Executory Contract Rejection Schedule for up to fourteen (14) days after th12 adjudication of such dispute; provided, that the right to settle, litigate, or otherwise seek resolution 13 all such disputes shall vest in the Liquidating Trust on the Effective Date. 14 Any counterparty to an Executory Contract that fails to object timely to the proposeassumption or Cure will be deemed to have assented to such assumption and Cure, and any untimel15 objection shall be disallowed and forever barred, estopped, and enjoined from assertion, and shall nbe enforceable against any Reorganized Debtor or the Wind-Down Debtor, as applicable, without th16 need for any objection by the Reorganized Debtors or Wind-Down Debtor, as applicable, or any othe17 party in interest or any further notice to or action, order, or approval of the Bankruptcy Court. 18 Any Cure shall be deemed fully satisfied, released, and discharged upon payment by thDebtors or the Reorganized Debtors of the Cure; provided that nothing herein shall prevent th19 Reorganized Debtors from paying any Cure despite the failure of the relevant counterparty to File sucrequest for payment of such Cure amount. The Reorganized Debtors also may settle any Cure witho20 any further notice to or action, order, or approval of the Bankruptcy Court. 21 The Debtors or the Reorganized Debtors, as applicable, shall pay undisputed Cures, if any, o22 the Effective Date or as soon as reasonably practicable thereafter, or on such other terms as the partieto such Executory Contracts may agree. For the avoidance of doubt, if there is any dispute regardin23 any Cure, the ability of the Reorganized Debtors or any assignee to provide “adequate assurance future performance” within the meaning of section 365 of the Bankruptcy Code, or any other matt24 pertaining to assumption, then payment of the applicable Cure amount shall occur at the later of (i) thEffective Date; and (ii) fourteen (14) days after entry of a Final Order resolving such dispute, or a25 26 10 Notwithstanding anything herein to the contrary, in the event that any Executory Contract i27 removed from the Rejected Executory Contracts Schedule and thereby assumed after the expiration such seven-day deadline, a Cure Notice with respect to such Executory Contracts will be sent promptl

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1 may be agreed upon by the Debtors or the Reorganized Debtors, as applicable, and the counterpartto the Executory Contract. 2 Assumption of any Executory Contract pursuant to this Plan or otherwise shall result in th3 full release and satisfaction of any Cures, Claims, or defaults, whether monetary or nonmonetarincluding defaults of provisions restricting the change in control or ownership interest composition o4 any bankruptcy-related defaults, arising at any time prior to the effective date of assumption. An5 and all Proofs of Claim based upon Executory Contracts that have been assumed in thChapter 11 Cases, including pursuant to the Confirmation Order, shall be deemed Disallowe6 and expunged as of the latest of (i) the date of entry of an order of the Bankruptcy Cour(including the Confirmation Order) approving such assumption; (ii) the effective date of suc7 assumption; and (iii) the Effective Date without the need for any objection thereto or any furthe8 notice to or action, order, or approval of the Bankruptcy Court. 9 D. Preexisting Obligations to the Debtors under Executory Contracts 10 Rejection of any Executory Contract pursuant to this Plan or otherwise shall not constitute termination of preexisting obligations owed to the Debtors or the Reorganized Debtors, as applicabl11 under such Executory Contracts. In particular, notwithstanding any non-bankruptcy law to thcontrary, the Reorganized Debtors expressly reserve and do not waive any right to receive, or an12 continuing obligation of a counterparty to provide, warranties or continued maintenance obligation13 with respect to goods previously purchased by the Debtors pursuant to rejected Executory Contracts 14 E. Insurance Policies 15 Notwithstanding anything to the contrary in the Definitive Documentation, the PlaSupplement, any other document related to any of the foregoing, or any other order of the Bankruptc16 Court, each of the Debtors’ Insurance Contracts shall be treated as Executory Contracts under thiPlan. 17 18 In the event of an Asset Sale Distribution, unless otherwise provided in this Plan and excefor the D&O Liability Insurance Policies, on the Effective Date, the Debtors shall be deemed to hav19 rejected all insurance policies and any agreements, documents, and instruments relating to coveragof all insured Claims. 20 21 In the event of a Restructuring, unless otherwise provided in this Plan, on the Effective Daton and after the Effective Date (i) the Debtors and Reorganized Debtors jointly and severally shall b22 deemed to have assumed the Insurance Contracts pursuant to sections 105 and 365 of the BankruptcCode; (ii) nothing shall alter, amend or otherwise modify the terms and conditions of the Insuranc23 Contracts except that, on and after the Effective Date, the Reorganized Debtors shall become anremain jointly and severally liable in full for all of their and the Debtors’ obligations under th24 Insurance Contracts, regardless of whether such obligations arise before or after the Effective Dat25 without the requirement or need for any Insurer to file a Proof of Claim or an Administrative ExpensClaim, or to object to any Cure; and (iii) the automatic stay of Bankruptcy Code section 362(a) an26 the injunction set forth in Section IX.F hereof, if and to the extent applicable, shall be deemed liftewithout further order of the Bankruptcy Court, solely to permit: (a) claimants with valid worker27 compensation claims or with valid direct action claims against an Insurer under applicable nonbankruptcy law to proceed with their claims; (b) Insurers to administer, handle, defend, settle, and/

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1 pay, in the ordinary course of business and without further order of this Bankruptcy Court: (1) workercompensation claims; (2) claims where a claimant asserts a direct claim against any Insurer und2 applicable non-bankruptcy law, or an order has been entered by this Bankruptcy Court granting claimant relief from the automatic stay or the injunction set forth in Section IX.F hereof to procee3 with its claim; and (3) all costs in relation to each of the foregoing; and (c) the Insurers to cancel an 4 Insurance Contracts, and take other actions relating thereto, to the extent permissible under applicablnon-bankruptcy law, and in accordance with the terms of the Insurance Contracts. 5 F. Reservation of Rights 6 Nothing contained in this Plan or the Plan Supplement shall constitute an admission by th 7 Debtors or any other party that any contract is in fact an Executory Contract or that any Reorganize 8 Debtors or Wind-Down Debtor has any liability thereunder. If there is a dispute regarding whether contract is or was executory at the time of assumption or rejection, the Debtors, the Reorganize 9 Debtors, or the Wind-Down Debtors, as applicable, shall have forty-five (45) days following entry oa Final Order resolving such dispute to alter their treatment of such contract. 10 G. Employee Compensation and Benefits 11 1. Compensation and Benefit Programs 12 13 Subject to the provisions of this Plan, all Compensation and Benefits Programs shall be treateas Executory Contracts under this Plan and, only if the Restructuring occurs, be deemed assumed o14 the Effective Date pursuant to the provisions of sections 365 and 1123 of the Bankruptcy Code, excefor: (i) all employee equity or equity-based incentive plans, and any provisions set forth in th15 Compensation and Benefits Program that provide for rights to acquire Interests in any of the Debtorand (ii) all Compensation and Benefits Programs that, as of the entry of the Confirmation Order, hav16 been specifically waived by the beneficiaries of any employee benefit plan or contract. 17 Neither the transactions contemplated by this Plan nor any assumption of Compensation an18 Benefits Programs pursuant to the terms herein shall be deemed to trigger any applicable change ocontrol, immediate vesting, termination, or similar provisions therein. On the Effective Date, n19 counterparty shall have rights under a Compensation and Benefits Program assumed pursuant to thiPlan other than those applicable immediately prior to such assumption. 20 On the Effective Date, pursuant to the provisions of sections 365 and 1123 of the Bankruptc21 Code, the Amended and Restated Incentive Agreement (as defined in the KEIP Order) shall be deeme22 assumed. 23 2. Workers’ Compensation Programs 24 As of the Effective Date, except as set forth in the Plan Supplement, if the Restructuring occurthe Debtors and the Reorganized Debtors shall continue to honor their obligations under: (i) a25 applicable workers’ compensation laws in all applicable states; and (ii) the Workers’ CompensatioPrograms. All Proofs of Claims on account of Workers’ Compensation Programs shall be deeme26 withdrawn automatically and without any further notice to or action, order, or approval of th27 Bankruptcy Court; provided that nothing in this Plan shall limit, diminish, or otherwise alter thDebtors’ or Reorganized Debtors’ defenses, Causes of Action, or other rights under applicable no

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1 bankruptcy law with respect to the Workers’ Compensation Programs; and provided further thnothing herein shall be deemed to impose any obligations on the Debtors or the Insurers in addition t2 what is provided for under the terms of the Workers’ Compensation Programs and applicable statlaw. 3 H. Contracts and Leases Entered Into After the Petition Date 4 5 Contracts and leases entered into after the Petition Date by any Debtor, including anExecutory Contracts and Unexpired Leases assumed by such Debtor, will be performed by th6 applicable Debtor, Reorganized Debtor, Wind-Down Debtor, or Purchaser (to the extent assigned tthe Purchaser in the event of an Asset Sale) in the ordinary course of its business. Accordingly, suc7 contracts and leases (including any assumed Executory Contracts and Unexpired Leases) will survivand remain unaffected by entry of the Confirmation Order. 8 9 ARTICLE VI PROVISIONS GOVERNING DISTRIBUTIONS 10 A. Timing and Calculation of Amounts to Be Distributed 11 Unless otherwise provided in the Plan, on the initial Distribution Date (or if a Claim is not a12 Allowed Claim or Allowed Interest on the initial Distribution Date, on the next Distribution Date aftsuch Claim or Interest becomes an Allowed Claim or Allowed Interest, or as soon as reasonabl13 practicable thereafter), or as soon as is reasonably practicable thereafter, each Holder of an Allowe14 Claim or Allowed Interests (as applicable) shall receive the full amount of the distributions that thiPlan provides for Allowed Claims or Allowed Interests (as applicable) in the applicable Class. In th15 event that any payment or act under this Plan is required to be made or performed on a date that is na Business Day, then the making of such payment or the performance of such act may be complete16 on the next succeeding Business Day, but shall be deemed to have been completed as of the requiredate. If and to the extent that there are Disputed Claims or Disputed Interests, distributions on accou17 of any such Disputed Claims or Disputed Interests shall be made pursuant to the provisions set fort18 in Article VIII. Except as otherwise provided in this Plan, Holders of Claims or Interests shall not bentitled to interest, dividends, or accruals on the distributions provided for in this Plan, regardless 19 whether such distributions are delivered on or at any time after the Effective Date. 20 B. Disbursing Agent 21 All Plan Distributions shall be made by the Disbursing Agent. The Disbursing Agent shall nbe required to give any bond or surety or other security for the performance of its duties unles22 otherwise ordered by the Bankruptcy Court. Additionally, in the event that the Disbursing Agent i23 so otherwise ordered, all costs and expenses of procuring any such bond or surety shall be borne bthe Reorganized Debtors or the Wind-Down Debtors, as applicable. 24 C. Rights and Powers of Disbursing Agent 25 1. Powers of Disbursing Agent 26 The Disbursing Agent shall be empowered to: (i) effect all actions and execute all agreement27 instruments, and other documents necessary to perform its duties under this Plan; (ii) make all PlaDistributions contemplated hereby; (iii) employ professionals to represent it with respect to it

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1 responsibilities; and (iv) exercise such other powers as may be vested in the Disbursing Agent by ordof the Bankruptcy Court, pursuant to this Plan, or as deemed by the Disbursing Agent to be necessar2 and proper to implement the provisions hereof. 3 2. Expenses Incurred on or after the Effective Date 4 Except as otherwise ordered by the Bankruptcy Court, to the extent the Disbursing Agent is a 5 Entity other than the Reorganized Debtors or the Wind-Down Debtors, the amount of any reasonablfees and expenses incurred by such Disbursing Agent on or after the Effective Date (including taxes6 and any reasonable compensation and expense reimbursement claims (including reasonable attornefees and expenses), made by such Disbursing Agent shall be paid in Cash by the Reorganized Debtor7 or the Wind-Down Debtors, as applicable. 8 D. Delivery of Distributions and Undeliverable or Unclaimed Distributions 9 1. Record Date for Distribution 10 On the Distribution Record Date, the Claims Register shall be closed and any party responsibl11 for making Plan Distributions shall instead be authorized and entitled to recognize only those recorHolders listed on the Claims Register as of the close of business on the Distribution Record Date. 12 a Claim, other than one based on a publicly traded security, is transferred twenty (20) or fewer daybefore the Distribution Record Date, the Disbursing Agent shall make distributions to the transfere13 only to the extent practical and, in any event, only if the relevant transfer form contains a14 unconditional and explicit certification and waiver of any objection to the transfer by the transferor. 15 2. Delivery of Distributions in General 16 Except as otherwise provided herein, the Disbursing Agent shall make distributions to Holderof Allowed Claims and Allowed Interests (as applicable) as of the Distribution Record Date at th17 address for each such Holder as indicated on the Debtors’ records as of the date of any such PlaDistribution; provided however, that the manner of such Plan Distribution shall be determined at th18 discretion of the Reorganized Debtors or the Wind-Down Debtors, as applicable. 19 3. Delivery of Distributions on DIP Claims 20 As soon as practicable following compliance with the requirements set forth in Article V21 hereof, the DIP Agent, shall arrange to deliver or direct the delivery of such Plan Distributions to on behalf of the Holders of Allowed DIP Claims, in accordance with the terms of this Pla22 Notwithstanding anything in this Plan to the contrary, and without limiting the exculpation and releasprovisions of this Plan, the DIP Agent shall not have any liability to any Entity with respect t23 distributions made or directed to be made by the DIP Agent or Disbursing Agent. 24 4. Minimum Distributions 25 No fractional shares of New Common Stock shall be distributed and no Cash shall b26 distributed in lieu of such fractional amounts. When any distribution pursuant to this Plan on accouof an Allowed Claim would otherwise result in the issuance of a number of shares of New Commo27 Stock that is not a whole number, the actual distribution of shares of New Common Stock shall brounded as follows: (i) fractions of one-half (1/2) or greater shall be rounded to the next higher whol

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1 number; and (ii) fractions of less than one-half (1/2) shall be rounded to the next lower whole numbwith no further payment therefor. The total number of authorized shares of New Common Stock t2 be distributed to Holders of Allowed Claims hereunder shall be adjusted as necessary to account fthe foregoing rounding. 3 5. Undeliverable Distributions and Unclaimed Property 4 5 In the event that any Plan Distribution to any Holder of Allowed Claims is returned aundeliverable, no Plan Distribution to such Holder shall be made unless and until the Disbursing Age6 has determined the then-current address of such Holder, at which time such Plan Distribution shall bmade to such Holder without interest; provided however, that such Plan Distributions shall be deeme7 unclaimed property under section 347(b) of the Bankruptcy Code at the expiration of one year frothe Effective Date. After such date, all unclaimed property or interests in property shall revert to th 8 Reorganized Debtors or the Wind-Down Debtors, as applicable, automatically and without need for 9 further order by the Bankruptcy Court (notwithstanding any applicable federal, provincial or statescheat, abandoned, or unclaimed property laws to the contrary), and the Claim of any Holder 10 Claims to such property or Interest in property shall be discharged and forever barred. 11 This Section VI.D.6 shall not apply to any Liquidating Trust Assets or any other PlaDistribution made to the Liquidating Trust Manager. In no event shall any of the Liquidating Tru12 Assets or any Plan Distribution made to the Liquidating Trust Manager (i) be deemed an undeliverabl13 distribution or unclaimed property or interest in property or (ii) revert to the Reorganized Debtors the Wind-Down Debtors, as applicable. 14 6. Surrender of Canceled Instruments or Securities 15 On the Effective Date or as soon as reasonably practicable thereafter, each Holder of 16 certificate or instrument evidencing a Claim or an Interest shall be deemed to have surrendered succertificate or instrument to the Disbursing Agent. Such surrendered certificate or instrument shall b17 cancelled solely with respect to the Debtors, and such cancellation shall not alter the obligations 18 rights of any non-Debtor third parties vis-à-vis one another with respect to such certificate oinstrument, including with respect to any agreement that governs the rights of the Holder of a Clai19 or Interest or a trustee or agent under such documents, which shall continue in effect for purposes oallowing Holders to receive Plan Distribution under this Plan and maintaining priority of paymen20 and to preserve any applicable charging Liens and reimbursement and/or indemnification rights, ieach case as set forth in the applicable certificates or instruments. Notwithstanding anything to th21 contrary herein, this paragraph shall not apply to certificates or instruments evidencing Claims 22 Interests that are Unimpaired under this Plan. 23 E. Manner of Payment 24 All distributions of the New Common Stock or Cash to the Holders of the applicable AlloweClaims or Interests under this Plan shall be made by the Disbursing Agent on behalf of the Debtors o25 Reorganized Debtors, as applicable; provided that any distributions of Cash to the Liquidating TruBeneficiaries shall be made by the Liquidating Trust Manager in accordance with the terms of th26 Liquidating Trust. 27 At the option of the Disbursing Agent, any Cash payment to be made hereunder may be mad

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1 F. Exemption From Registration Requirements 2 Pursuant to section 1145 of the Bankruptcy Code, the offering, issuance, and distribution the New Common Stock and (to the extent they are deemed to be a Security) any interests in th 3 Liquidating Trust, the Secured Subordinated Note, and/or the Senior Secured Note, as contemplateby Section II.B and Section III.B hereof and applicable, shall be exempt from, among other things, th4 registration requirements of section 5 of the Securities Act and any other applicable law requirin5 registration prior to the offering, issuance, distribution, or sale of Securities. In addition, under sectio1145 of the Bankruptcy Code, the New Common Stock (and to the extent they are deemed to be 6 Security) any interests in the Liquidating Trust, the Secured Subordinated Note, and/or the SeniSecured Note will be freely tradable in the U.S. by the recipients thereof, subject to (i) the provision7 of section 1145(b)(1) of the Bankruptcy Code relating to the definition of an underwriter in sectio8 2(a)(11) of the Securities Act; (ii) compliance with applicable securities laws and any rules anregulations of the Securities and Exchange Commission, if any, applicable at the time of any futur9 transfer of such Securities; and (iii) the provisions of the New Organizational Documents and the termof the Liquidating Trust Agreement, the Secured Subordinated Note, and/or the Senior Secured Not10 (as applicable). 11 G. Compliance with Tax Requirements 12 In connection with this Plan, to the extent applicable, the Debtors, Reorganized Debtors or th13 Wind-Down Debtors, as applicable, the Disbursing Agent, and any applicable withholding agent shacomply with all tax withholding and reporting requirements imposed on them by any Government14 Unit, and all Plan Distributions made pursuant to this Plan shall be subject to such withholding anreporting requirements. Notwithstanding any provision in this Plan to the contrary, such parties sha15 be authorized to take all actions necessary or appropriate to comply with such withholding anreporting requirements, including liquidating a portion of the distribution to be made under this Pla16 to generate sufficient funds to pay applicable withholding taxes, withholding distributions pendin17 receipt of information necessary to facilitate such distributions, or establishing any other mechanismthey believe are reasonable and appropriate. The Debtors, the Reorganized Debtors, and the Win18 Down Debtors, as applicable, reserve the right to allocate all distributions made under this Plan icompliance with all applicable wage garnishments, alimony, child support, and other spousal award19 Liens, and encumbrances. 20 H. Allocations 21 Plan Distributions with respect to Allowed Claims shall be allocated first to the princip22 amount of such Claims (as determined for federal income tax purposes) and then, to the extent thconsideration exceeds the principal amount of the Claims, to any portion of such Claims for accrue23 but unpaid interest. 24 I. No Postpetition Interest on Claims 25 Unless otherwise specifically provided for in this Plan, the Confirmation Order, the Final DIOrder, or required by applicable bankruptcy and non-bankruptcy law, postpetition interest shall n26 accrue or be paid on any Claims, and no Holder of a Claim shall be entitled to interest accruing on o27 after the Petition Date on such Claim or right. Additionally, and without limiting the foregoininterest shall not accrue or be paid on any Disputed Claim with respect to the period from the Effectiv

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1 Date to the date a final Plan Distribution is made on account of such Disputed Claim, if and when sucDisputed Claim becomes and Allowed Claim. 2 J. Foreign Currency Exchange Rates 3 Except as otherwise provided in a Bankruptcy Court order, as of the Effective Date, any Clai4 asserted in currency other than U.S. dollars shall be automatically deemed converted to the equivale 5 U.S. dollar value using the exchange rate for the applicable currency as published in The Wall StreJournal, National Edition, on the Effective Date. 6 K. Setoffs and Recoupments 7 Except as expressly provided in this Plan, each Reorganized Debtor or each Wind-Dow 8 Debtor, as applicable, may, pursuant to section 553 of the Bankruptcy Code, set off and/or recouagainst any Plan Distributions to be made on account of any Allowed Claim, any and all claims, right9 and Causes of Action that such Reorganized Debtor or Wind-Down Debtor may hold against th10 Holder of such Allowed Claim to the extent such setoff or recoupment is either (i) agreed in amouamong the relevant Reorganized Debtor(s) or Wind-Down Debtor(s) and the Holder of the Allowe11 Claim; or (ii) otherwise adjudicated by the Bankruptcy Court or another court of competejurisdiction; provided, however, that neither the failure to effectuate a setoff or recoupment nor th12 allowance of any Claim hereunder shall constitute a waiver or release by a Reorganized Debtor Wind-Down Debtor, as applicable, or its successor of any and all claims, rights, and Causes of Actio13 that such Reorganized Debtor or Wind-Down Debtor, as applicable, or its successor may posses14 against the applicable Holder. In no event shall any Holder of a Claim be entitled to recoup sucClaim against any claim, right, or Cause of Action of the Debtors, the Reorganized Debtors, or th15 Wind-Down Debtors, as applicable, unless such Holder actually has performed such recoupment anprovided notice thereof in writing in accordance with Section XIII.G on or before the Effective Dat16 notwithstanding any indication in any Proof of Claim or otherwise that such Holder asserts, has, intends to preserve any right of recoupment. 17 18 L. Claims Paid or Payable by Third Parties 19 1. Claims Paid by Third Parties 20 The Debtors, the Reorganized Debtors, or the Wind-Down Debtors, as applicable, shall reducin full a Claim, and such Claim shall be disallowed without a Claims objection having to be Filed an21 without any further notice to or action, order, or approval of the Bankruptcy Court, to the extent ththe Holder of such Claim receives payment in full on account of such Claim from a party that is not 22 Debtor, a Reorganized Debtor, or a Wind-Down Debtor. Subject to the last sentence of this paragrap23 to the extent a Holder of a Claim receives a Plan Distribution on account of such Claim and receivepayment from a party that is not a Debtor, a Reorganized Debtor, or a Wind-Down Debtors on accou24 of such Claim, such Holder shall, within fourteen (14) days of receipt thereof, repay or return the PlaDistribution to the applicable Reorganized Debtor or Wind-Down Debtor, to the extent the Holder’25 total recovery on account of such Claim from the third party and under this Plan exceeds the amouof such Claim as of the date of any such distribution under this Plan. The failure of such Holder t26 timely repay or return such Plan Distribution shall result in the Holder owing the applicabl27 Reorganized Debtor or Wind-Down Debtor annualized interest at the Federal Judgment Rate on suc

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1 amount owed for each Business Day after the fourteen (14) day grace period specified above until thamount is repaid. 2 2. Claims Payable by Third Parties 3 No Plan Distributions shall be made on account of an Allowed Claim that is payable pursua4 to one of the Debtors’ Insurance Contracts until the Holder of such Allowed Claim has exhausted a5 remedies with respect to such Insurance Contract. To the extent that one or more of the DebtorsInsurers agrees to pay in full or in part a Claim (if and to the extent adjudicated by a court of compete6 jurisdiction or otherwise settled), then immediately upon such Insurers’ agreement, the applicablportion of such Claim may be expunged without a Claims objection having to be Filed and witho7 any further notice to or action, order, or approval of the Bankruptcy Court. 8 3. Applicability of Insurance Policies 9 Except as otherwise provided in this Plan, payments to Holders of Claims covered by Insuranc10 Contracts shall be in accordance with the provisions of the applicable Insurance Contract and this PlaNothing contained in this Plan shall constitute or be deemed a waiver of any Cause of Action that th11 Debtors or any Entity may hold against any other Entity, including Insurers under any InsurancContract, nor shall anything contained herein constitute or be deemed a waiver by such Insurers of an12 defenses, including coverage defenses, held by such Insurers. 13 ARTICLE VII 14 THE PLAN ADMINISTRATOR 15 For the avoidance of doubt, a Plan Administrator will only be appointed if an Asset SalDistribution is elected. Therefore, the provisions of this Article VII only apply if an Asset Sal16 Distribution is elected. 17 A. The Plan Administrator 18 The powers of the Plan Administrator shall include any and all powers and authority timplement this Plan and wind down the business and affairs of the Debtors and the Wind-Dow19 Debtors, including: (i) liquidating, receiving, holding, investing, supervising, and protecting the asset20 of the Wind-Down Debtors in accordance with the Wind-Down Milestones and Wind-Down Budge(ii) taking all steps to execute all instruments and documents necessary to effectuate the distribution21 to be made under this Plan in accordance with the Wind-Down Budget; (iii) making distributions acontemplated under this Plan; (iv) establishing and maintaining bank accounts in the name of th22 Wind-Down Debtors; (v) subject to the terms set forth herein, employing, retaining, terminating, 23 replacing professionals to represent it with respect to its responsibilities or otherwise effectuating thiPlan to the extent necessary; (vi) paying all reasonable fees, expenses, debts, charges, and liabilitie24 of the Wind Down on and after the Effective Date; (vii) administering and paying taxes of the WindDown Debtors, including filing tax returns; (viii) representing the interests of the Wind-Down Debtor25 or the Estates before any taxing authority in all matters, including any action, suit, proceeding, or audiand (ix) exercising such other powers as may be vested in it pursuant to order of the Bankruptcy Cou26 or pursuant to this Plan, or as it reasonably deems to be necessary and proper to carry out the provision27 of this Plan, in each case of the forgoing clauses, strictly in accordance with the Wind-DowMilestones and Wind-Down Budget.

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1 The Plan Administrator may resign at any time upon thirty (30) days’ written notice delivereto the Bankruptcy Court; provided that such resignation shall only become effective upon th2 appointment of a permanent or interim successor Plan Administrator in accordance with the PlaAdministrator Agreement. Upon its appointment, the successor Plan Administrator, without an3 further act, shall become fully vested with all of the rights, powers, duties, and obligations of it4 predecessor (as set forth in the Plan Administrator Agreement) and all responsibilities of thpredecessor Plan Administrator relating to the Wind-Down Debtors in the Plan Administrato 5 Agreement shall be terminated. 6 1. Plan Administrator Rights and Powers 7 The Plan Administrator shall retain and have all the rights, powers, and duties necessary tcarry out his or her responsibilities under this Plan in accordance with the Wind-Down Milestones an 8 Wind-Down Budget, and as otherwise provided in the Confirmation Order. The Plan Administrato9 shall be the exclusive trustee of the assets of the Wind-Down Debtors for the purposes of 31 U.S. § 3713(b) and 26 U.S.C. § 6012(b)(3), as well as the representative of the Estates appointed pursua10 to section 1123(b)(3)(B) of the Bankruptcy Code. 11 2. Compensation and Expenses of the Plan Administrator 12 The Plan Administrator’s post Effective Date compensation will be set forth in the PlaSupplement and paid out of the Wind-Down Budget and Plan Administrator Assets. 13 14 3. Wind-Down Budget 15 The Debtors shall include in the Plan Supplement a Wind-Down Budget. 16 B. Wind Down 17 On and after the Effective Date, the Plan Administrator will be authorized and directed timplement this Plan and any applicable orders of the Bankruptcy Court in accordance with the Win18 Down Milestones and Wind-Down Budget, and the Plan Administrator shall have the power anauthority to take any action necessary to wind down and dissolve the Debtors’ Estates in accordanc19 with the Wind-Down Milestones and Wind-Down Budget. 20 As soon as practicable after the Effective Date, the Plan Administrator shall: (i) cause th21 Debtors and the Wind-Down Debtors, as applicable, to comply with, and abide by, the terms of thPurchase and Sale Agreement and any other documents contemplated thereby; (ii) to the exte22 applicable, file a certificate of dissolution or equivalent document, together with all other necessarcorporate and company documents, to effect the dissolution of the Debtors under the applicable law23 of their state of incorporation or formation (as applicable); and (iii) take such other actions i24 accordance with the Wind-Down Milestones and Wind-Down Budget as the Plan Administrator madetermine to be necessary or desirable to carry out the purposes of this Plan. Any certificate o25 dissolution or equivalent document may be executed by the Plan Administrator without need for anaction or approval by the shareholders, board of directors or managers, or other such similar governin26 body of any Debtor. From and after the Effective Date, except with respect to the Wind-Down Debtoras set forth herein, the Debtors (i) for all purposes shall be deemed to have withdrawn their busines27 operations from any state in which the Debtors were previously conducting, or are registered licensed to conduct, their business operations, and shall not be required to file any document, pay an

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1 sum, or take any other action in order to effectuate such withdrawal, (ii) shall be deemed to havcanceled pursuant to this Plan all Interests, and (iii) shall not be liable in any manner to any taxin2 authority for franchise, business, license, or similar taxes accruing on or after the Effective DatNotwithstanding the Debtors’ dissolution, the Debtors shall be deemed to remain intact solely wit3 respect to the preparation, filing, review, and resolution of applications for Professional Fee Claims. 4 The filing of the final monthly report (for the month in which the Effective Date occurs) an5 all subsequent quarterly reports shall be the responsibility of the Plan Administrator. 6 C. Tax Returns 7 After the Effective Date, the Plan Administrator shall complete and file all final or otherwisrequired federal, state, and local tax returns for each of the Debtors reflecting all tax consequence8 relating to the activities of the Wind-Down Debtors as attributable to and for the account of th 9 Debtors, and, pursuant to section 505(b) of the Bankruptcy Code, may request an expeditedetermination of any unpaid tax liability of such Debtor or its Estate for any tax incurred during th10 administration of such Debtor’s Chapter 11 Case, as determined under applicable tax laws. 11 D. Dissolution of the Wind-Down Debtors 12 Upon a certification to be Filed with the Bankruptcy Court by the Plan Administrator of adistributions having been made and completion of all its duties under this Plan and entry of a fin13 decree closing the last of the Chapter 11 Cases, the Wind-Down Debtors shall be deemed to b14 dissolved without any further action by the Wind-Down Debtors, including the filing of any documentwith the secretary of state for the state in which the Wind-Down Debtor is formed or any othe15 jurisdiction. The Plan Administrator, however, shall have authority to take all necessary actions tdissolve the Wind-Down Debtors in and withdraw the Wind-Down Debtors from applicable state(s)16 ARTICLE VIII 17 PROCEDURES FOR RESOLVING CONTINGENT, UNLIQUIDATED, AND DISPUTED CLAIMS 18 19 A. Allowance of Claims 20 Except as otherwise set forth in this Plan, after the Effective Date, the Reorganized Debtors the Wind-Down Debtors, as applicable, shall have and retain any and all rights and defenses th21 applicable Debtor had with respect to any Claim immediately before the Effective Date, including thCauses of Action retained pursuant to Section IV.F.10 or Section IV.G.4, as applicable. Except a22 specifically provided in this Plan or an order entered by the Bankruptcy Court in the Chapter 11 Case23 no Claim shall become an Allowed Claim unless and until such Claim is deemed Allowed iaccordance with this Plan. 24 B. Claims Administration Responsibilities 25 Except as otherwise specifically provided in this Plan, after the Effective Date, the Reorganize26 Debtors, the Liquidating Trust Manager, or the Wind-Down Debtors, as applicable, may: (i) Filwithdraw, or litigate to judgment, objections to Claims; (ii) settle or compromise any Disputed Clai27 without any further notice to or action, order, or approval by the Bankruptcy Court; and (iii) administ

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1 and adjust the Claims Register to reflect any such settlements or compromises without any furthenotice to or action, order, or approval by the Bankruptcy Court. 2 C. Adjustment to Claims without Objection 3 Any duplicate Claim or any Claim that has been paid, satisfied, amended, or superseded ma4 be adjusted or expunged on the Claims Register by the Reorganized Debtors or the Wind-Dow 5 Debtors, as applicable, without such Reorganized Debtors or Wind-Down Debtors having to File aapplication, motion, complaint, objection, or any other legal proceeding seeking to object to suc 6 Claim or Interest and without any further notice to or action, order, or approval of the BankruptcCourt. 7 8 D. Time to File Objections to Claims 9 Except to the extent Claims are Allowed under the terms of this Plan, any objections to Claimshall be served and Filed by the Claims Objection Deadline. All Claims not objected to by the Claim10 Objection Deadline shall be deemed Allowed unless such deadline is extended upon approval of thBankruptcy Court. 11 E. Disallowance of Claims or Interests 12 13 All Claims of any Entity from which property is sought by the Debtors under sections 54543, 550, or 553 of the Bankruptcy Code or that the Debtors, the Reorganized Debtors, the Win14 Down Debtors, or the Liquidating Trust Manager, as applicable, allege is a transferee of a transfer this avoidable under sections 522(f), 522(h), 544, 545, 547, 548, 549, or 724(a) of the Bankruptcy Cod15 shall be Disallowed pursuant to section 502(d) of the Bankruptcy Code if: (i) the Entity, on the onhand, and the Debtors, the Reorganized Debtors, the Wind-Down Debtors, or the Liquidating Tru16 Manager, as applicable, on the other hand, agree or the Bankruptcy Court has determined by Fin17 Order that such Entity or transferee is liable to turn over any property or monies under any of thaforementioned sections of the Bankruptcy Code; and (ii) such Entity or transferee has failed to tur18 over such property by the date set forth in such agreement or Final Order. 19 Except as provided herein or otherwise agreed to by the Reorganized Debtors or the WinDown Debtors, as applicable, in their sole discretion, any and all Claims evidenced by Proofs 20 Claims Filed after the Bar Date shall be deemed Disallowed as of the Effective Date without an21 further notice to or action, order, or approval of the Bankruptcy Court, and Holders of such Claimmay not receive any distributions on account of such Claims, unless such late Proof of Claim has bee22 deemed timely-Filed by a Final Order. 23 F. Amendments to Proofs of Claim 24 On or after the earlier of (i) the Effective Date or (ii) the Bar Date, a Proof of Claim or Intere25 may not be Filed or amended without prior authorization of the Bankruptcy Court or the ReorganizeDebtors, and any such new or amended Proof of Claim Filed that is not so authorized before it is File26 shall be deemed Disallowed in full without any further action. 27

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1 G. No Transfers of Claims After Effective Date 2 After the Effective Date, no Holder of a Claim may sell, transfer, encumber, pledge or assigall or any part of its Claim except (i) to the spouse of such holder, (ii) by devise or bequest, or (iii) b3 operation of law. Any purported sale, transfer, encumbrance, pledge or assignment by a Holder of Claim in violation of this Section VIII.G shall be null and void. Notwithstanding the foregoing, th4 right to receive payment on account of any interest in the Liquidating Trust may be sold, transferre5 encumbered, pledged, or assigned to Tallwood, the Reorganized Debtors, or any of their respectivAffiliates. 6 H. No Distributions Pending Allowance 7 Notwithstanding any other provision of this Plan, if any portion of a Claim is a Disputed Clai8 as applicable, no payment or distribution provided hereunder shall be made on account of such Clai9 unless and until such Disputed Claim becomes an Allowed Claim; provided that if only the Alloweamount of an otherwise valid Claim is Disputed, such Claim shall be deemed Allowed in the amou10 not Disputed and payment or distribution shall be made on account of such undisputed amount. 11 I. Distributions after Allowance 12 To the extent that a Disputed Claim ultimately becomes an Allowed Claim, distributions shabe made to the Holder of such Allowed Claim in accordance with the provisions of this Plan. As soo13 as reasonably practicable after the date that the order or judgment of the Bankruptcy Court allowin14 any Disputed Claim becomes a Final Order, the Disbursing Agent shall provide to the Holder of sucClaim the Plan Distribution to which such Holder is entitled under this Plan as of the Effective Dat15 without any interest to be paid on account of such Claim. 16 ARTICLE IX SETTLEMENT, RELEASE, INJUNCTION, AND RELATED PROVISIONS 17 A. Discharge of Claims and Termination of Interests 18 19 In the event of a Restructuring, pursuant to section 1141(d) of the Bankruptcy Code, and exceas otherwise specifically provided in this Plan (including with respect to Reinstated Claims an20 Postpetition Drawbridge Lease Claims), the Confirmation Order, or in any contract, instrument, other agreement or document created pursuant to this Plan, the distributions, rights, and treatment th21 are provided in this Plan shall be in complete satisfaction, discharge, and release, effective as of thEffective Date, of Claims (including any Intercompany Claims resolved or compromised after th22 Effective Date by the Reorganized Debtors), Interests, and Causes of Action of any nature whatsoeve23 including any interest accrued on Claims or Interests from and after the Petition Date, whether knowor unknown, against, liabilities of, Liens on, obligations of, rights against, and Interests in, the Debtor24 or any of their assets or properties, regardless of whether any property shall have been distributed retained pursuant to this Plan on account of such Claims and Interests, including demands, liabilitie25 and Causes of Action that arose before the Effective Date, any liability (including withdrawal liabilitto the extent such Claims or Interests relate to services performed by employees of the Debtors pri26 to the Effective Date and that arise from a termination of employment, any contingent or non27 contingent liability on account of representations or warranties issued on or before the Effective Datand all debts of the kind specified in sections 502(g), 502(h), or 502(i) of the Bankruptcy Code, i

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1 each case whether or not: (i) a Proof of Claim based upon such debt or right is Filed or deemed Filepursuant to section 501 of the Bankruptcy Code; (ii) a Claim or Interest based upon such debt, righ2 or Interest is Allowed pursuant to section 502 of the Bankruptcy Code; or (iii) the Holder of such Claim or Interest has accepted this Plan. The Confirmation Order shall be a judicial determination 3 the discharge of all Claims and Interests subject to the occurrence of the Effective Dat 4 Notwithstanding anything to the contrary in the foregoing, this Section IX.A shall not apply or bconstrued to release, discharge or otherwise waive any Postpetition Drawbridge Lease Claims. Suc 5 Postpetition Drawbridge Lease Claims, if any, shall survive and remain unaffected by entry of thConfirmation Order, as set forth in Section V.H. 6 B. Release of Liens 7 8 Except as otherwise provided in this Plan, the Confirmation Order, or in any contracinstrument, or other agreement or document created pursuant to this Plan, on the Effective Dat9 and concurrently with the applicable distributions made pursuant to this Plan and, in the casof a Secured Claim, satisfaction in full of the portion of the Secured Claim that is Allowed as 10 the Effective Date, except for Other Secured Claims that the Debtors elect to Reinstate witrespect to which the applicable counterparty has agreed to Reinstatement in accordance wit11 this Plan, all mortgages, deeds of trust, Liens, pledges, or other security interests against an12 property of the Estates shall be fully released and discharged, and all of the right, title, aninterest of any Holder of such mortgages, deeds of trust, Liens, pledges, or other securit13 interests shall revert to the Reorganized Debtors or the Wind-Down Debtors, as applicable, antheir successors and assigns. Any Holder of such Secured Claim (and the applicable agents fo14 such Holder) shall be authorized and directed, at the sole cost and expense of the ReorganizeDebtors or the Wind-Down Debtors, as applicable, to release any collateral or other property 15 any Debtor (including any cash collateral and possessory collateral) held by such Holder (an16 the applicable agents for such Holder), and to take such actions as may be reasonably requesteby the Reorganized Debtors or the Wind-Down Debtors, as applicable, to evidence the releas17 of such Lien, including the execution, delivery, and Filing or recording of such releases. Thpresentation or Filing of the Confirmation Order to or with any federal, state, provincial, o18 local agency or department shall constitute good and sufficient evidence of, but shall not brequired to effect, the termination of such Liens. 19 20 To the extent that any Holder of a Secured Claim that has been satisfied or dischargein full pursuant to this Plan, or any agent for such Holder, has filed or recorded publicly an21 Liens and/or security interests to secure such Holder’s Secured Claim, then as soon apracticable on or after the Effective Date, such Holder (or the agent for such Holder) shall tak22 any and all steps reasonably requested by the Debtors or the Reorganized Debtors, as applicablthat are necessary or desirable to record or effectuate the cancellation and/or extinguishment 23 such Liens and/or security interests, including the making of any applicable filings or recording24 and the Reorganized Debtors shall be entitled to make any such filings or recordings on sucHolder’s behalf. 25 Notwithstanding any of the foregoing, the Debtors reserve the right to leave in plac26 mortgages and security interests of the DIP Agent for the benefit of the Exit Lender pursuant tterms set forth in the Confirmation Order. 27

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1 C. Releases by the Debtors 2 Except as provided for in this Plan or the Confirmation Order, pursuant to sectio1123(b) of the Bankruptcy Code, for good and valuable consideration, on and after the Effectiv 3 Date, each Released Party is deemed released and discharged by the Debtors, the ReorganizeDebtors, and their Estates (and any Entity seeking to exercise rights of the Estates) from an4 and all Causes of Action, including any derivative claims, asserted on behalf of the Debtors, th5 the Debtors, the Reorganized Debtors or the Wind-Down Debtors, as applicable, or their Estatewould have been legally entitled to assert in their own right (whether individually or collectively6 or on behalf of the Holder of any Claim against, or Interest in, a Debtor or other Entity, baseon or relating to, or in any manner arising from, in whole or in part, the Debtors, the Debtors7 in- or out-of-court restructuring efforts, intercompany transactions, the reorganizatio8 contemplated by this Plan, the Prepetition Note, the DIP Facility, the Exit Facility, the Purchasand Sale Agreement, the Chapter 11 Cases, the formulation, preparation, disseminatio9 negotiation, or Filing of the Disclosure Statement, the DIP Facility, this Plan, the pursuit Confirmation, the pursuit of Consummation, the Exit Facility, the Purchase and Sal10 Agreement, or any restructuring transaction, contract, instrument, release, or other agreemeor document created or entered into in connection thereto, including the issuance or distributio11 of securities pursuant to this Plan, or the distribution of property under this Plan or any othe12 related agreement, or upon any other act or omission, transaction, agreement, event, or otheoccurrence taking place on or before the Effective Date. Notwithstanding anything to th13 contrary in the foregoing, the releases set forth above do not release obligations of any party oEntity under this Plan, or any document, instrument, or agreement executed to implement thi14 Plan. 15 Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approva16 pursuant to Bankruptcy Rule 9019, of the Debtor Release set forth in this Section IX.C, whicincludes by reference each of the related provisions and definitions contained in this Plan, an17 further, shall constitute the Bankruptcy Court’s finding that the Debtor Release is: (i) iexchange for the good and valuable consideration provided by the Released Parties, includin18 without limitation, the Released Parties’ contributions to facilitating the restructuring animplementing this Plan; (ii) a good faith settlement and compromise of the Claims released b19 the Debtor Release; (iii) in the best interests of the Debtors and their Estates; (iv) fair, equitabl20 and reasonable; (v) given and made after due notice and opportunity for hearing; and (vi) a bato any of the Debtors, the Reorganized Debtors or the Wind-Down Debtors, as applicable, or th21 Debtors’ Estates (and any Entity seeking to exercise rights of the Estates) asserting any Claior Cause of Action released pursuant to the Debtor Release. 22 D. Consensual Releases by the Releasing Parties 23 24 Except as provided for in this Plan or the Confirmation Order, as of the Effective Datfor good and valuable consideration, including the obligations of the Debtor under the Plan an25 the contributions of the Released Parties to facilitate and implement the Plan, to the fullest extepermissible under applicable law, as such law may be extended or integrated after the Effectiv26 Date, each Releasing Party is deemed to have conclusively, absolutely, unconditionallirrevocably, and forever, released and discharged each Released Party from any and all Cause27 of Action, whether known or unknown, including any derivative claims, asserted on behalf the Debtors, that such Person or Entity would have been legally entitled to assert (whethe

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1 individually or collectively), based on or relating to, or in any manner arising from, in whole oin part, the Debtors, the Debtors’ in- or out-of-court restructuring efforts, intercompan2 transactions, the reorganization contemplated by this Plan, the Prepetition Note, the DIFacility, the Exit Facility, the Purchase and Sale Agreement, the Chapter 11 Cases, th3 formulation, preparation, dissemination, negotiation, or Filing of the Disclosure Statement, th 4 DIP Facility, this Plan, the pursuit of Confirmation, the pursuit of Consummation, the ExFacility, the Purchase and Sale Agreement, or any restructuring transaction, contrac5 instrument, release, or other agreement or document created or entered into in connectiothereto, including the issuance or distribution of securities pursuant to this Plan, or th6 distribution of property under this Plan or any other related agreement, or upon any other acor omission, transaction, agreement, event, or other occurrence taking place on or before th 7 Effective Date. Notwithstanding anything to the contrary in the foregoing, the releases set fort8 above do not release obligations of any Person or Entity under this Plan, or any documeninstrument, or agreement executed to implement this Plan. Ker Zhang and Arthur Swift sha9 not be Released Parties; provided, however, that, if the Restructuring occurs, the Debtors, thReorganized Debtors, and their Estates (and any Entity seeking to exercise rights of the Estate10 including the Liquidating Trust Manager and/or Liquidating Trust) shall not execute upon theipersonal assets, and, instead, shall only seek any recovery from available insurance policies, 11 any. Further, and notwithstanding anything to the contrary in the foregoing, the Third Part12 Release set forth in this Section IX.D shall not apply or be construed to release, discharge ootherwise waive (i) any Postpetition Drawbridge Lease Claims, which Postpetition Drawbridg13 Lease Claims, if any, shall survive and remain unaffected by entry of the Confirmation Ordeas set forth in Section V.H, or (ii) any and all claims, causes of action and other right14 Drawbridge 3201 Scott, LLC and its affiliates, successors and assigns (collectivel“Drawbridge”) may have against non-Debtor Imagination Technologies Group PLC and it15 non-Debtor affiliates, successors and assigns under that certain Guaranty of Lease dated as 16 December 18, 2013, by and between Drawbridge, as Landlord, and Imagination TechnologieGroup PLC, as Guarantor, including without limitation, all rights to collect from non-Debto17 Imagination Technologies Group PLC and its non-Debtor affiliates, successors and assigns anamounts owing to Drawbridge under the Prepetition Drawbridge Lease which are not recovere18 by Drawbridge under this Plan. 19 Entry of the Confirmation Order shall constitute the Bankruptcy Court’s approva20 pursuant to Bankruptcy Rule 9019, of the Third Party Release set forth in this Section IX. which includes by reference each of the related provisions and definitions contained herein, an21 further, shall constitute the Bankruptcy Court’s finding that the Third Party Release is: (consensual; (ii) essential to the confirmation of this Plan; (iii) given in exchange for the good an22 valuable consideration provided by the Released Parties; (iv) a good faith settlement an23 compromise of the Claims released by the Third Party Release; (v) in the best interests of thDebtors and their Estates; (vi) fair, equitable, and reasonable; (vii) given and made after du24 notice and opportunity for hearing; and (viii) a bar to any of the Releasing Parties asserting anclaim or Cause of Action released pursuant to the Third Party Release. 25 E. Exculpation 26 Except as provided for in this Plan or the Confirmation Order, no Exculpated Party sha27 have or incur, and each Exculpated Party is released and exculpated from any Cause of Actio

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1 these Chapter 11 Cases, the formulation, preparation, dissemination, negotiation, or Filing othe DIP Facility, the Exit Facility, the Disclosure Statement, this Plan, or any restructurin2 transaction, contract, instrument, release or other agreement or document created or entereinto in connection with the Disclosure Statement or this Plan, the Filing of these Chapter 1 3 Cases, the pursuit of Confirmation, or the administration and implementation of this Pla4 including the issuance of securities pursuant to this Plan, or the distribution of property undethis Plan or any other related agreement, except for claims related to any act or omission that i5 determined in a Final Order to have constituted actual fraud, gross negligence or willfmisconduct, but in all respects such Persons or Entities shall be entitled to reasonably rely upo6 the advice of counsel with respect to their duties and responsibilities pursuant to this PlaNotwithstanding anything to the contrary in the foregoing, the exculpation set forth in thi 7 Section IX.E shall not apply or be construed to apply to any Postpetition Drawbridge Leas 8 Claims. Such Postpetition Drawbridge Lease Claims, if any, shall survive and remain unaffecteby entry of the Confirmation Order, as set forth in Section V.H. 9 The Exculpated Parties and parties covered by section 1125(e) of the Bankruptcy Cod10 have, and upon Consummation of this Plan shall be deemed to have, participated in good faitand in compliance with the applicable laws with regard to the solicitation of votes an11 distribution of consideration pursuant to this Plan and, therefore, are not, and on account 12 such distributions shall not be, liable at any time for the violation of any applicable law, rule, oregulation governing the solicitation of acceptances or rejections of this Plan or suc13 distributions made pursuant to this Plan. Each of the Exculpated Parties and parties covereby section 1125(e) of the Bankruptcy Code shall be entitled to and granted the protections an14 benefits of section 1125(e) of the Bankruptcy Code. 15 F. Injunction 16 Except as otherwise expressly provided in the Final DIP Order, this Plan, or th17 Confirmation Order or for obligations issued or required to be paid pursuant to the Final DIOrder, this Plan, or the Confirmation Order, all Persons or Entities who have held, hold, or ma18 hold Claims or Interests that have been released, discharged, settled or are subject texculpation are permanently enjoined, from and after the Effective Date, from taking any of th19 following actions against, as applicable, the Debtors, the Reorganized Debtors, the Wind-Dow20 Debtors, or the Liquidating Trust, as applicable, the Exculpated Parties, or the Released Partie(i) commencing or continuing in any manner any action or other proceeding of any kind o21 account of or in connection with or with respect to any such Claims or Interests; (ii) enforcinattaching, collecting, or recovering by any manner or means any judgment, award, decree, o22 order against such Entities on account of or in connection with or with respect to any sucClaims or Interests; (iii) creating, perfecting, or enforcing any encumbrance of any kind agains23 such Persons or Entities or the property or the estates of such Persons or Entities on account 24 or in connection with or with respect to any such Claims or Interests; (iv) asserting any right osetoff, subrogation, or recoupment, or other similar legal or equitable right of any kind again25 any obligation due from such Persons or Entities or against the property of such Persons oEntities on account of or in connection with or with respect to any such Claims or Interest26 unless such Holder has Filed a motion requesting the right to perform such setoff on or beforthe Effective Date, and notwithstanding an indication of a Claim or Interest or otherwise th27 such Holder asserts, has, or intends to preserve any right of setoff pursuant to applicable law o

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1 any kind on account of or in connection with or with respect to any such Claims or Interestreleased, discharged, or settled pursuant to this Plan. 2 Upon entry of the Confirmation Order, all Holders of Claims and Interests and thei3 respective current and former employees, agents, officers, directors, principals, and direct an4 indirect Affiliates shall be enjoined from taking any actions to interfere with the implementatioor Consummation of this Plan. Each Holder of an Allowed Claim or Allowed Interest, a5 applicable, by accepting, or being eligible to accept, distributions under or Reinstatement such Claim or Interest, as applicable, pursuant to this Plan, shall be deemed to have consente6 to the injunction provisions set forth in this Section IX.F.11 7 G. Only Consensual Non-Debtor Releases 8 For the avoidance of doubt, and notwithstanding any other provision of this Plan, nothing i9 the Plan is intended to, nor shall the Plan be interpreted to, effect a nonconsensual release, satisfactiocompromise, settlement, or discharge of a holder of a claim or Cause of Action in favor of a party th10 is not a Debtor, it being acknowledged that such holder shall be deemed to have released, or teffectuate a satisfaction, compromise, settlement or discharge of, a party that is not a Debtor under th11 Plan solely to the extent that such holder consensually elects to provide such Plan release in accordanc12 with the opt-in release procedures described herein. 13 H. Provision Regarding SEC 14 Notwithstanding the provisions of this Article IX, nothing in this Plan or the ConfirmatioOrder shall (i) release any entity other than the Debtors from any claim or Cause of Action that ma15 be asserted by the SEC or (ii) enjoin, limit, impair, or delay the SEC from commencing or continuinany claims, Causes of Action, proceedings, or investigations against any entity other than the Debtor16 in any forum. 17 I. Protections Against Discriminatory Treatment 18 Consistent with section 525 of the Bankruptcy Code and the Supremacy Clause of th19 U.S. Constitution, all Entities, including Governmental Units, shall not discriminate against thReorganized Debtors or the Wind-Down Debtors, as applicable, or deny, revoke, suspend, or refus20 to renew a license, permit, charter, franchise, or other similar grant to, condition such a grant t21 discriminate with respect to such a grant against, the Reorganized Debtors or the Wind-Down Debtoras applicable, or another Entity with whom the Reorganized Debtors or the Wind-Down Debtors, a22 applicable, have been associated, solely because each Debtor has been a debtor under chapter 11 the Bankruptcy Code, has been insolvent before the commencement of the Chapter 11 Cases (or durin23 the Chapter 11 Cases but before the Debtors are granted or denied a discharge), or has not paid a dethat is dischargeable in the Chapter 11 Cases. 24 25 26 27 11 For the avoidance of doubt, except as otherwise expressly provided in the Final DIP Order, thiPlan, or the Confirmation Order, Section IX.F shall not affect claims or Causes of Action against non

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1 J. Reimbursement or Contribution 2 If the Bankruptcy Court disallows a Claim for reimbursement or contribution of an Entitpursuant to section 502(e)(1)(B) of the Bankruptcy Code, then to the extent that such Claim i3 contingent as of the time of allowance or disallowance, such Claim shall be forever disallowed anexpunged notwithstanding section 502(j) of the Bankruptcy Code, unless prior to the Confirmatio 4 Date: (i) such Claim has been adjudicated as non-contingent; or (ii) the relevant Holder of a Claim ha 5 Filed a non-contingent Proof of Claim on account of such Claim and a Final Order has been entereprior to the Confirmation Date determining such Claim as no longer contingent. 6 ARTICLE X 7 CONDITIONS PRECEDENT TO CONFIRMATION AND CONSUMMATION OF THIS PLAN 8 9 A. Conditions Precedent to the Effective Date 10 The following shall be Conditions Precedent to the Effective Date: 11 1. The Bankruptcy Court shall have entered the Confirmation Order, which shall be a FinOrder, and shall: 12 (i) authorize the Debtors to take all actions necessary to enter into, implement, an13 consummate the contracts, instruments, releases, leases, indentures, and otheagreements or documents created in connection with the this Plan; 14 (ii) decree that the provisions of the Confirmation Order and this Plan ar15 nonseverable and mutually dependent; 16 (iii) authorize the Debtors, as applicable/necessary, to: (a) implement threstructuring transactions contemplated in this Plan; (b) make all distribution17 and issuances as required under this Plan, including Cash and the New CommoStock; and (c) enter into any agreements, transactions, and sales of property a18 set forth in this Plan and Plan Supplement, including the Exit Facility; 19 (iv) authorize the implementation of this Plan in accordance with its terms; 20 (v) provide that, pursuant to section 1146 of the Bankruptcy Code, the assignmeor surrender of any lease or sublease, and the delivery of any deed or oth21 instrument or transfer order, in furtherance of, or in connection with this Plaincluding any deeds, bills of sale, or assignments executed in connection wit22 any disposition or transfer of assets contemplated under this Plan, shall not bsubject to any stamp, real estate transfer, mortgage recording, or other simila23 tax; and 24 (vi) authorize the payment, on or prior to the Effective Date, of all Professional FeClaims in accordance with the terms of each Professional’s engagement letter25 2. the Debtors shall have obtained all authorizations, consents, regulatory approvals, ruling26 or documents that are necessary to implement and effectuate this Plan; 27 3. the final versions of the Definitive Documentation, the Plan Supplement, and all of th

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1 consistent in all material respects with this Plan in form and substance reasonably acceptable to thDebtors, in consultation with Tallwood and the Committee; 2 4. the Definitive Documentation and Plan Supplement documents shall have been execute3 by the applicable parties thereto and all conditions precedent to the effectiveness of the applicablDefinitive Documentation and Plan Supplement documents shall have been satisfied or waived i4 accordance with the terms of such Definitive Documentation and Plan Supplement documents, a5 applicable; 6 5. in the event of the Asset Sale Distribution, the conditions to closing of the Purchase anSale Agreement shall have been satisfied; 7 6. in the event of the Asset Sale Distribution, the Purchase and Sale Agreement shall hav8 been executed and remain in full force and effect; 9 7. in the event of the Restructuring, all conditions precedent to the Exit Facility shall hav10 been satisfied or waived in accordance with the Exit Facility Documents; 11 8. in the event of the Restructuring, all conditions precedent to the GUC Loan shall havbeen satisfied or waived in accordance with the terms of the GUC Loan; 12 9. all UCC-1 financing statements, intellectual property security filings with the Unite13 States Patent and Trademark Office and the Copyright Office that the Committee considers necessaror desirable to perfect the liens created pursuant to the GUC Loan shall have been made; 14 15 10. the Certificate of Trust of the Liquidating Trust shall have been filed with the DelawarSecretary of State; 16 11. all reasonable and documented Professional Fee Claims shall have been paid in full i17 Cash; and 18 12. the Debtors shall have implemented the applicable Plan Transaction contemplated hereiin a manner consistent with this Plan and pursuant to documentation reasonably acceptable to th19 Debtors, in consultation with Tallwood and the Committee. 20 B. Waiver of Conditions 21 The Debtors, with the consent of Tallwood and the Committee (which consent shall not b22 unreasonably withheld, conditioned, or delayed), may waive any one or more of the ConditionPrecedent to the Effective Date, without notice, leave, or order of the Bankruptcy Court or any form23 action other than proceeding to confirm or consummate the Plan. 24 C. Effect of Failure of Conditions 25 If Consummation does not occur, this Plan shall be null and void in all respects and nothin26 contained in this Plan or the Disclosure Statement shall: (i) constitute a waiver or release of any Claimby the Debtors, or Claims against, or Interests in, the Debtors; (ii) prejudice in any manner the right27 of the Debtors, any Holders of Claims or Interests, or any other Entity; or (iii) constitute an admissio

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1 acknowledgment, offer, or undertaking by the Debtors, any Holders of Claims or Interests, or another Entity. 2 D. Substantial Consummation 3 “Substantial Consummation” of this Plan, as defined in 11 U.S.C. § 1101(2), shall be deeme4 to occur on the Effective Date. 5 ARTICLE XI 6 MODIFICATION, REVOCATION, OR WITHDRAWAL OF THIS PLAN 7 A. Modifications and Amendments 8 Except as otherwise specifically provided in this Plan, the Debtors reserve the right to modifthis Plan, in consultation with Tallwood and the Committee, whether such modification is material o9 immaterial, and seek Confirmation consistent with the Bankruptcy Code and, as appropriate, n10 resolicit votes on such modified Plan. Subject to those restrictions on modifications set forth in thiPlan and the requirements of section 1127 of the Bankruptcy Code, Bankruptcy Rule 3019, and, to th11 extent applicable, sections 1122, 1123, and 1125 of the Bankruptcy Code, each of the Debtors, iconsultation with Tallwood and the Committee, expressly reserves its respective rights to revoke 12 withdraw, or to alter, amend, or modify this Plan with respect to such Debtor, one or more times, aftConfirmation, and, to the extent necessary may initiate proceedings in the Bankruptcy Court to s13 alter, amend, or modify this Plan, or remedy any defect or omission, or reconcile any inconsistencie14 in this Plan, the Disclosure Statement, or the Confirmation Order, in such matters as may be necessarto carry out the purposes and intent of this Plan. 15 B. Effect of Confirmation on Modifications 16 Entry of the Confirmation Order shall mean that all modifications or amendments to this Pla17 since the solicitation thereof are approved pursuant to section 1127(a) of the Bankruptcy Code and d18 not require additional disclosure or resolicitation under Bankruptcy Rule 3019. 19 C. Revocation or Withdrawal of Plan 20 The Debtors reserve the right, in consultation with Tallwood and the Committee, to revoke withdraw this Plan prior to the Confirmation Date and to File subsequent plans of reorganization. 21 the Debtors revoke or withdraw this Plan, or if Confirmation or Consummation does not occur, the22 (i) this Plan shall be null and void in all respects; (ii) any settlement or compromise embodied in thiPlan (including the fixing or limiting to an amount certain of any Claim or Interest or Class of Claim23 or Interests), assumption or rejection of Executory Contracts effected under this Plan, and andocument or agreement executed pursuant to this Plan, shall be deemed null and void; and (iii) nothin24 contained in this Plan shall: (a) constitute a waiver or release of any Claims or Interests; (b) prejudicin any manner the rights of such Debtor or any other Entity; or (c) constitute an admissio25 acknowledgement, offer, or undertaking of any sort by such Debtor or any other Entity. 26 27

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1 ARTICLE XII RETENTION OF JURISDICTION 2 Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Dat3 on and after the Effective Date, the Bankruptcy Court shall retain jurisdiction over all matters arisinout of, or relating to, the Chapter 11 Cases and this Plan pursuant to sections 105(a) and 1142 of th 4 Bankruptcy Code, including jurisdiction to: 5 (A) allow, disallow, determine, liquidate, classify, estimate, or establish the priority, 6 secured or unsecured status, or amount of any Claim or Interest, including the resolution of any request for payment of any Administrative Expense Claim and the resolution of any and all 7 objections to the secured or unsecured status, priority, amount, or allowance of Claims or Interests; 8 (B) decide and resolve all matters related to the granting and denying, in whole or in part9 any applications for allowance of compensation or reimbursement of expenses to Professionals authorized pursuant to the Bankruptcy Code or this Plan; 10 (C) resolve any matters related to: (i) the assumption, assumption and assignment, or 11 rejection of any Executory Contract to which a Debtor is party or with respect to which a Debtor may be liable and to hear, determine, and, if necessary, liquidate, any Claims arising therefrom, 12 including Cures pursuant to section 365 of the Bankruptcy Code; (ii) any potential contractual obligation under any Executory Contract that is assumed; (iii) the Reorganized Debtors amending, 13 modifying, or supplementing, after the Effective Date, pursuant to Article V hereof, any Executory 14 Contracts to the list of Executory Contracts and Unexpired Leases to be assumed or rejected or otherwise; and (iv) any dispute regarding whether a contract is or was executory or expired; 15 (D) ensure that distributions to Holders of Allowed Claims and Allowed Interests (as 16 applicable) are accomplished pursuant to the provisions of this Plan; 17 (E) adjudicate, decide, or resolve any motions, adversary proceedings, contested or litigated matters, and any other matters, and grant or deny any applications involving a Debtor that 18 may be pending on the Effective Date; 19 (F) adjudicate, decide, or resolve any and all matters related to section 1141 of the 20 Bankruptcy Code; 21 (G) enter and implement such orders as may be necessary to execute, implement, or consummate the provisions of this Plan and all contracts, instruments, releases, indentures, and othe22 agreements or documents created in connection with this Plan or the Disclosure Statement, except t23 the extent that the Definitive Documentation provide for exclusive jurisdiction and venue in anotherforum; 24 (H) enter and enforce any order for the sale of property pursuant to sections 1123, or 25 1146(a) of the Bankruptcy Code; 26 (I) resolve any cases, controversies, suits, disputes, or Causes of Action that may arise iconnection with the Consummation, interpretation, or enforcement of this Plan or any Entity’s 27 obligations incurred in connection with this Plan;

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1 (J) issue injunctions, enter and implement other orders, or take such other actions as mabe necessary to restrain interference by any Entity with Consummation or enforcement of this Plan; 2 (K) resolve any cases, controversies, suits, disputes, or Causes of Action with respect to 3 the releases, injunctions, exculpations, and other provisions contained in Article IX hereof and entersuch orders as may be necessary or appropriate to implement such releases, injunctions, and other 4 provisions; 5 (L) resolve any cases, controversies, suits, disputes, or Causes of Action with respect to 6 the repayment or return of distributions and the recovery of additional amounts owed by the Holder of a Claim or Interest for amounts not timely repaid pursuant to Section VI.L hereof; 7 (M) enter and implement such orders as are necessary if the Confirmation Order is for an8 reason modified, stayed, reversed, revoked, or vacated; 9 (N) determine any other matters that may arise in connection with or relate to this Plan, 10 the Plan Supplement, the Disclosure Statement, the Confirmation Order, or any contract, instrumentrelease, indenture, or other agreement or document created in connection with this Plan or the 11 Disclosure Statement, except to the extent that any Definitive Documentation provide for exclusive jurisdiction and venue in another forum; 12 (O) enter an order concluding or closing the Chapter 11 Cases; 13 (P) adjudicate any and all disputes arising from or relating to distributions under this 14 Plan; 15 (Q) consider any modifications of this Plan, to cure any defect or omission, or to reconcil16 any inconsistency in any Bankruptcy Court order, including the Confirmation Order; 17 (R) determine requests for the payment of Claims and Interests entitled to priority pursuant to section 507 of the Bankruptcy Code; 18 (S) hear and determine disputes arising in connection with the interpretation, 19 implementation, or enforcement of this Plan or the Confirmation Order, including disputes arising 20 under agreements, documents, or instruments executed in connection with this Plan, except to the extent that any Definitive Documentation provide for exclusive jurisdiction and venue in another 21 forum; 22 (T) hear and determine matters concerning state, local, and federal taxes in accordance with sections 346, 505, and 1146 of the Bankruptcy Code; 23 (U) hear and determine all disputes involving the existence, nature, scope, or enforcemen24 of any exculpations, discharges, injunctions, and releases granted in this Plan, including under 25 Article IX hereof; 26 (V) enforce all orders previously entered by the Bankruptcy Court; and 27 (W) hear any other matter not inconsistent with the Bankruptcy Code.

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1 As of the Effective Date, notwithstanding anything in this Article XII to the contrary, th 2 New Organizational Documents and the Exit Facility and any documents related thereto shabe governed by the jurisdictional provisions therein and the Bankruptcy Court shall not retai3 jurisdiction with respect thereto. 4 ARTICLE XIII 5 MISCELLANEOUS PROVISIONS 6 A. Immediate Binding Effect 7 Subject to Section X.A hereof and notwithstanding Bankruptcy Rules 3020(e), 6004(h), o7062 or otherwise, upon the occurrence of the Effective Date, the terms of this Plan (including, for th8 avoidance of doubt, the documents and instruments contained in the Plan Supplement) shall bimmediately effective and enforceable and deemed binding upon the Debtors, the Reorganize 9 Debtors, any and all Holders of Claims or Interests (irrespective of whether such Claims or Interest10 are deemed to have accepted this Plan), all Entities that are parties to or are subject to the settlementcompromises, releases, discharges, and injunctions described in this Plan, each Entity acquirin11 property under this Plan, and any and all non-Debtor parties to Executory Contracts with the Debtor12 B. Additional Documents 13 On or before the Effective Date, the Debtors may File with the Bankruptcy Court sucagreements and other documents as may be necessary to effectuate and further evidence the terms an14 conditions of this Plan. The Debtors or the Reorganized Debtors, as applicable, and all Holders 15 Claims or Interests receiving Plan Distributions pursuant to this Plan and all other parties in intereshall, from time to time, prepare, execute, and deliver any agreements or documents and take any oth16 actions as may be necessary or advisable to effectuate the provisions and intent of this Plan. 17 C. Payment of Statutory Fees 18 All fees payable to the U.S. Trustee under 28 U.S.C. § 1930(a)(6) (including interest under 3U.S.C. § 3717) as of the Confirmation Date will be paid on the Effective Date. Notwithstandin19 anything to the contrary in the Plan (including, without limitation, Sections I.A.1, I.A.2, I.A.66 an20 II.A), such fees are not subject to an allowance procedure under 11 U.S.C. § 503(b), nor is the U. Trustee required to file a request for payment of such fees. 21 Following confirmation, the Debtors, the Reorganized Debtors, or the Wind-Down Debtors (a22 applicable) shall pay quarterly fees to the U.S. Trustee to the extent, and in the amounts, required b28 U.S.C. § 1930(a)(6) (including interest under 31 U.S.C. § 3717). For the avoidance of doub23 quarterly fees shall be payable for any case that is reopened. So long as the Debtors, the Reorganize24 Debtors and the Wind-Down Debtors are required to make these payments, the Debtors, thReorganized Debtors and the Wind-Down Debtors shall file with the Court quarterly reports in th25 form specified by the U.S. Trustee for that purpose. 26 D. Dissolution of the Committee and Cessation of Fee and Expense Payment 27 On the Effective Date, the Committee appointed in the Chapter 11 Cases shall dissolve anmembers thereof shall be released and discharged from all rights and duties from or related to th

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1 Chapter 11 Cases; provided, however, that the Committee may continue to have standing for thlimited purpose of Filing final fee applications with respect to Professionals retained by the Committe2 and defending any objections to payment of such Professional Claims. The reasonable fees anexpenses incurred by the Professionals retained by the Committee in Filing any final fee application3 after the Effective Date shall be paid by the Reorganized Debtors without further order of th 4 Bankruptcy Court; provided that the Reorganized Debtors shall no longer be responsible for payinany other fees or expenses incurred by the members of or Professionals retained by the Committe5 after the Effective Date. 6 E. Reservation of Rights 7 Except as expressly set forth in this Plan, this Plan shall have no force or effect unless thBankruptcy Court shall enter the Confirmation Order, and the Confirmation Order shall have no forc8 or effect if the Effective Date does not occur. None of the Filing of this Plan, any statement 9 provision contained in this Plan, or the taking of any action by any Debtor with respect to this Plathe Disclosure Statement, or the Plan Supplement shall be or shall be deemed to be an admission 10 waiver of any rights of any Debtor with respect to the Holders of Claims or Interests prior to thEffective Date. 11 F. Successors and Assigns 12 The rights, benefits, and obligations of any Entity named or referred to in this Plan shall b13 binding on, and shall inure to the benefit of any heir, executor, administrator, successor or assig14 Affiliate, officer, manager, director, agent, representative, attorney, beneficiaries, or guardian, if anof each Entity. 15 G. Notices 16 All notices, requests, and demands to or upon the Debtors to be effective shall be in writin17 (including by facsimile transmission) and, unless otherwise expressly provided herein, shall bdeemed to have been duly given or made when actually delivered or, in the case of notice by facsimil18 transmission, when received and telephonically confirmed, addressed as follows: 19
Table 1 on page 88. Back to List of Tables
Debtors Counsel to the Debtors
Wave Computing, Inc.
3201 Scott Blvd
Santa Clara, CA 95054
Attention: President/CEO
Sidley Austin LLP
555 West Fifth Street
Los Angeles, CA 90013
Attention: Sam Newman, Genevieve
Weiner, Julia Philips Roth

Sidley Austin LLP
2021 McKinney Avenue
Ste 2000, Dallas, TX 75201
Attention: Charles Persons, Juliana
Hoffman, Jeri Leigh Miller
Counsel to Tallwood Securities and Exchange Commission
Binder & Malter LLP
2775 Park Avenue
US Securities and Exchange Commission
444 South Flower St., Ste 900

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Table 1 on page 89. Back to List of Tables
Santa Clara, CA 95050
Attention: Robert G Harris
Los Angeles, CA 90071-9591
Attention: Bankruptcy Counsel

950 East Paces Rd. N.E. Ste 900
Atlanta GA 30326-1382
Attention: William M Uptegrove
United States Trustee Counsel to the Committee
Office of The United States Trustee
280 South First St., Room 268
San Jose, CA 95113
Attention: Jason B. Shorter, Jason Blumberg
Hogan Lovells US LLP
1999 Ave of the Stars, Ste 1400
Los Angeles, CA 90067
Attention: Richard L Wynne, David P
Simonds, Edward J McNeilly
8 After the Effective Date, the Reorganized Debtors have the authority to send a notice to Entitiethat to continue to receive documents pursuant to Bankruptcy Rule 2002, such Entity must File 9 renewed request to receive documents pursuant to Bankruptcy Rule 2002. After the Effective Dat10 the Reorganized Debtors are authorized to limit the list of Entities receiving documents pursuant tBankruptcy Rule 2002 to those Entities who have Filed such renewed requests. 11 H. Term of Injunctions or Stays 12 Unless otherwise provided in this Plan or in the Confirmation Order, all injunctions or stay13 in effect in these Chapter 11 Cases pursuant to sections 105 or 362 of the Bankruptcy Code or anorder of the Bankruptcy Court shall remain in full force and effect until the Effective Date. A14 injunctions or stays contained in this Plan or the Confirmation Order shall remain in full force an15 effect in accordance with their terms. 16 I. Entire Agreement 17 Except as otherwise indicated, this Plan (including, for the avoidance of doubt, the documentand instruments in the Plan Supplement) supersedes all previous and contemporaneous negotiation18 promises, covenants, agreements, understandings, and representations on such subjects, all of whichave become merged and integrated into this Plan. 19 20 J. Exhibits and Annexes 21 All exhibits, annexes, and documents attached hereto or included in the Plan Supplement arincorporated into and are a part of this Plan as if set forth in full in this Plan. After the exhibit22 annexes, and documents are Filed, copies of such exhibits, annexes, and documents shall be availablupon written request to the Debtors’ counsel at the address above or by downloading such exhibit23 annexes, and documents from the Debtors’ restructuring website https://www.donlinrecano.com/Clients/wave/Index or the Bankruptcy Court’s website 24 www.canb.uscourts.gov. To the extent any exhibit, annex, or document is inconsistent with the term25 of this Plan, unless otherwise ordered by the Bankruptcy Court or otherwise specifically provided fin such exhibit, annex, or document, the non-exhibit, non-annex, or non-document portion of this Pla26 shall control. 27

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1 K. Nonseverability of Plan Provisions 2 If, prior to Confirmation, any term or provision of this Plan is held by the Bankruptcy Court tbe invalid, void, or unenforceable, the Bankruptcy Court shall have the power to alter and interpr3 such term or provision to make it valid or enforceable to the maximum extent practicable, consistewith the original purpose of the term or provision held to be invalid, void, or unenforceable, and suc4 term or provision shall then be applicable as altered or interpreted. Notwithstanding any such holdin5 alteration, or interpretation, the remainder of the terms and provisions of this Plan will remain in fuforce and effect and will in no way be affected, impaired, or invalidated by such holding, alteratio6 or interpretation. The Confirmation Order shall constitute a judicial determination and shall providthat each term and provision of this Plan, as it may have been altered or interpreted in accordance wit7 the foregoing, is: (i) valid and enforceable pursuant to its terms; (ii) integral to this Plan and may n8 be deleted or modified without the Debtors’ or Reorganized Debtors’ consent, as applicable; an(iii) nonseverable and mutually dependent. 9 L. Votes Solicited in Good Faith 10 Upon entry of the Confirmation Order, the Debtors will be deemed to have solicited votes o11 this Plan in good faith and in compliance with section 1125(g) of the Bankruptcy Code, and pursuato section 1125(e) of the Bankruptcy Code, the Debtors and each of their respective Affiliates, agent12 representatives, members, principals, shareholders, officers, directors, employees, advisors, an13 attorneys will be deemed to have participated in good faith and in compliance with the BankruptcCode in the offer, issuance, sale, and purchase of securities offered and sold under this Plan and an14 previous plan, and, therefore, neither any of such parties or individuals or the Reorganized Debtorwill have any liability for the violation of any applicable law, rule, or regulation governing th15 solicitation of votes on this Plan or the offer, issuance, sale, or purchase of the securities offered ansold under this Plan and any previous plan. 16 M. Governing Law 17 18 Unless a rule of law or procedure is supplied by federal law (including the Bankruptcy Codand Bankruptcy Rules) or unless otherwise specifically stated, the laws of the State of Californi19 without giving effect to the principles of conflict of laws, shall govern the rights, obligationconstruction, and implementation of this Plan, any agreements, documents, instruments, or contract20 executed or entered into in connection with this Plan (except as otherwise set forth in those agreementin which case the governing law of such agreement shall control), and corporate governance matter21 provided, however, that corporate governance matters relating to the Debtors or the Reorganize22 Debtors, as applicable, not incorporated in California shall be governed by the laws of the state oincorporation or formation of the relevant Debtor or the Reorganized Debtors, as applicable. 23 N. Waiver or Estoppel 24 Each Holder of a Claim or an Interest shall be deemed to have waived any right to assert an25 argument, including the right to argue that its Claim or Interest should be Allowed in a certain amounin a certain priority, secured or not subordinated by virtue of an agreement made with the Debtors o26 their counsel, or any other Entity, if such agreement was not disclosed in this Plan, the Disclosur27 Statement, or papers Filed with the Bankruptcy Court prior to the Confirmation Date.

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1 O. Closing of These Chapter 11 Cases 2 The Reorganized Debtors shall, promptly after the full administration of these Chapter 1Cases, File with the Bankruptcy Court all documents required by Bankruptcy Rule 3022 and an3 applicable order of the Bankruptcy Court to close the Chapter 11 Cases. One or more of the Chapte11 Cases shall remain open until the Liquidating Trust Causes of Action have been fully adjudicate4 [Remainder of Page Intentionally Left Blank] 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

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1 Dated: February 5, 2021 Respectfully submitted, SIDLEY AUSTIN LLP 2 /s/ Samuel A. Newman 3 Samuel A. Newman 4 Charles M. Persons 5 Attorneys for Debtors and Debtors in Possession 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27