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Full title: Declaration of Lawrence R. Perkins in support of Declaration of Lawrence R. Perkins In Support of Confirmation of the Amended Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc. and Its Debtor Affiliates (RE: related document(s)1129 Amended Chapter 11 Plan, 1134 Support Brief/Memorandum). Filed by Debtor Wave Computing, Inc. (Newman, Samuel) (Entered: 02/05/2021)

Document posted on Feb 4, 2021 in the bankruptcy, 16 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

The Plan provides fo2 adequate means for implementation, including, without limitation: (i) the issuance of New Commo 3 Stock in Reorganized Wave; (ii) the establishment and administration of the Liquidating Trust; (ii4 the preservation of certain of the Debtors’ Causes of Action and vesting of the assets of the Debtor 5 Estates in the Reorganized Debtors or the Liquidating Trust, as applicable, free and clear of all Lien 6 Claims, charges, or other encumbrances; (iv) the Debtors, the Reorganized Debtors, and th 7 Liquidating Trust, as applicable, funding certain distributions under the Plan with (a) Cash on han8 (b) receivables or Causes of Action not released, discharged, enjoined, or exculpated under the Pla9 or otherwise on or prior to the Effective Date, (c) the proceeds of the $5,110,000 new-money Ex10 Facility, which commitment amount is allowed to be increased to $10,110,000, (d) the issuance of th11 Senior Secured Note, the GUC Loan, and the Secured Subordinate Note, (e) the proceeds of a certai12 settlement agreement between the Debtors and the CIP Parties, and/or (f) the proceeds of a potenti13 Patent Asset Sale, as applicable; (v) the execution, delivery, filing, or recording of all contract14 instruments, releases, and other agreements or documents in furtherance of the Plan; (vi) th15 cancellation of certain existing agreements, obligations, instruments, and Interests; (vii) the rejectio16 of Executory Contracts and Unexpired Leases not previously assumed by the Debtors.The classification, distributions, release24 and other benefits provided under the Plan are predicated on various good faith compromises an25 settlements reached with the Committee, Tallwood, and various other stakeholders in these Chapte26 11 Cases (collectively, the “Plan Settlements”), including with respect to (i) any challenge to th27 amount, validity, perfection, enforceability, priority or extent of the Prepetition Tallwood Debt or DI 1 Claims, whether under any provision of chapter 5 of the Bankruptcy Code, on any equitable theor2 (including equitable subordination, equitable disallowance, or unjust enrichment) or otherwise (thos 3 Plan Settlements that settle and compromise the challenges and claims described in (i) and (ii), th4 “Tallwood Plan Settlements”); and (iii) any and all claims relating to or arising out of the licens5 agreements between the Debtors, Prestige, and CIP, including any claims relating to assumption, cur6 and/or prepetition breach (including the Plan Settlement that settle and compromise the challenges an7 claims described in (iii), the “CIP Settlement”). These Plan Settlements, including the Tallwood Pla 8 Settlements and the CIP Settlement, have been market-tested by an auction and approved by a majorit9 vote of key constituencies that are affected by such Plan Settlements, and I believe these Pla10 Settlements are fair, equitable, reasonable and in the best interests of the Debtors and their Estates.I, alon

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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 In re: ) Case No. 20-50682 (MEH) ) 19 WAVE COMPUTING, INC., et al., ) Chapter 11 (Jointly Administered) ) 20 Debtors.1 ) DECLARATION OF LAWRENCE R. 21 ) PERKINS IN SUPPORT OF ) CONFIRMATION OF THE AMENDED 22 ) JOINT CHAPTER 11 PLAN OF ) REORGANIZATION FOR WAVE 23 ) COMPUTING, INC. AND ITS DEBTOR ) AFFILIATES 24 ) ) Related to Dkt. Nos. 1129, 1134 25 ) Date: February 10, 2021 ) 26 Time: 10:15 a.m. (Pacific Time) 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 ) Judge: Honorable M. Elaine Hammond ) Via Zoom 2 ) ) 3 4 I, Lawrence R. Perkins, being duly sworn, state the following under penalty of perjury: 5 1. I am the Chief Executive Officer at SierraConstellation Partners (“SCP”), and the Chi 6 Restructuring Officer (“CRO”) to Wave Computing, Inc. (“Wave”) and its affiliated debtors an7 debtors in possession in the above-captioned chapter 11 cases (collectively, the “Debtors”). I subm8 this declaration (this “Declaration”) in support of the Debtors’ proposed Sixth Amended Joint Chapte9 11 Plan of Reorganization of Wave Computing, Inc. and its Debtor Affiliates [Docket No. 1129] (a10 may be amended, modified, or supplemented from time to time, the “Plan”)2 and the Debtors11 Memorandum of Law (I) In Support of Confirmation of Sixth Amended Joint Chapter 11 Plan 12 Reorganization for Wave Computing, Inc. and its Debtor Affiliates, and (II) In Response to Objection13 to Confirmation [Docket No. 1134] (the “Confirmation Brief”), and in response to the Objection An14 Reservation Of Rights Of The United States Trustee To Debtors Motion For Order Conditionall15 Authorizing Sale Of Their Assets [Docket No. 1085] (the “UST Objection”). 16 2. I make this Declaration in support of the proposed Plan. The statements in this Declaratio17 are, except as otherwise indicated, based on my personal knowledge or views; on information that 18 have obtained from the Debtors and their other advisors, from the Debtors’ books and records; an19 from information obtained from SCP personnel working directly with me and under my supervisio20 I am not being specifically compensated for this testimony other than through payments to be receive21 by SCP for my role as the Debtors’ Chief Restructuring Officer. I am over the age of 18 years and a22 authorized to submit this Declaration. If I were called upon to testify, I could and would competentl23 testify to the facts set forth herein. 24 3. Contemporaneously herewith, the Debtors filed the Confirmation Brief, which sets fort25 the factual and legal basis for confirmation of the Plan. I hereby incorporate by reference th26 Confirmation Brief as if set forth fully herein. Also filed was the Declaration of John Burlacu 27 2 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to suc

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1 Donlin Recano & Company, Inc. Regarding the Solicitation of Votes and Tabulation of Ballots Ca2 on the Joint Chapter Plan of Reorganization for Wave Computing, Inc. and Its Debtor Affiliate3 (the “Voting Affidavit”). 4 4. I am the Chief Restructuring Officer (“CRO”) of Wave Computing, Inc. (“Wave” an5 collectively, with its debtor-affiliates, the “Debtors” or the “Company”), a limited liability compan6 organized under the laws of Delaware and one of the debtors and debtors in possession in the above7 captioned Chapter 11 Cases. I am the Chief Executive Officer at SierraConstellation Partners. I hav8 over 18 years of management consulting and advisory experience with distressed companies o9 companies undergoing transition. My experience includes, but is not limited to, the following: In r10 CFO Mgmt. Holdings, LLC, Case No. 19-40426 (Bankr. E.D. Tex. 2019); In re Woodbridge Grp. 11 Cos. LLC, Case No. 17-12560 (Bankr. D. Del. 2017); In re Katy Indus., Inc., Case No. 17-111012 (Bankr. D. Del. 2017); In re Liberty Asset Mgmt. Corp., Case No. 16-13575 (Bankr. C.D. Cal. 201613 In re Bethel Healthcare, Inc. & Corinthian Sub-Acute & Rehab. Ctr., Inc., Case No. 13-12220 (Bank14 C.D. Cal. 2013); and In re The Fuller Brush Co., Inc., Case No. 12-10714 (Bankr. S.D.N.Y. 2012). 15 have served as Chief Restructuring Officer and financial advisor to Wave since April 3, 2020. Throug16 this role, I have become abundantly familiar with the Debtors’ day-to-day operations, business an17 financial affairs, and books and records. 18 THE PLAN PROCESS 19 5. I have reviewed and am generally familiar with the terms and provisions of the Plan. Wit20 the Debtors’ bankruptcy counsel, I was personally involved in the development of and discussion21 regarding the terms of the Plan and other Plan-related documents. I believe that the Plan has bee22 developed and proposed with the purpose of maximizing recoveries for all of the Debtors’ creditor23 as well as timely and efficiently completing the effective reorganization of the Debtors’ operations. 24 PRELIMINARY STATEMENT 25 6. These Chapter 11 Cases were commenced with the goal of maximizing value, both i26 terms of the recovery to prepetition stakeholders and the go-forward potential of the business, vi27 either a restructuring of the Debtors’ balance sheet through a chapter 11 plan of reorganization (

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1 following ten months, I, along with the Debtors and their other advisors and in consultation wit2 representatives for a variety of constituents, diligently pursued both the Restructuring and the Sal3 track simultaneously. As a result of this process, we succeeded in securing additional value for th 4 Debtors’ general unsecured creditors, as compared to the options available at the outset of thes 5 Chapter 11 Cases. To that end, I understand that the Plan was filed with a dual-track “toggle” structur6 that contemplated the possibility of either a Restructuring, which would be funded primarily by th 7 Debtors’ secured lender Tallwood Technology Partners (“Tallwood”), or a Sale of substantially a8 assets to one or more third parties. 9 7. Since the filing of the initial Tallwood-sponsored Plan in October 2020, we successfull10 negotiated for increased value that will be provided to general unsecured creditors under the Plan b11 over $10 million and, in the process, garnered the support of the official committee of unsecure12 creditors (the “Committee” and, together with the Debtors and Tallwood, the “Plan Proponents”). 13 8. In addition, and with the assistance of Tallwood and the Committee, we resolved th14 Debtors’ $60 million cure dispute with CIP United Co., Ltd. and Prestige Century Investments Limite15 (together, the “CIP Parties”). Such resolution knocked the cure amount for assumption of the licens16 agreements to zero, net $20 million for the Debtors’ estates in the form of a buyout arrangement, an17 eliminated the remaining gating item to a successful confirmation, resulting in the Plan currentl18 before the Court. This process of building consensus around the Restructuring transaction19 contemplated in the Plan involved complex, often protracted negotiations, with not only the princip20 stakeholders—including the other Plan Proponents—but also a variety of individual Holders of Claim21 and Interests and other parties in interest. 22 9. As a critical first step, in November 2020, we brokered an agreement between Tallwoo23 and the Committee, pursuant to which Tallwood agreed to provide additional value to the gener24 unsecured creditors. Over the next month, I, along with the Debtors and their advisors, secured a Sal25 offer that triggered a competitive, successful auction between the third-party purchaser and Tallwoo26 which further increased the value of the Plan in accordance with the terms of Tallwood’s overbid. I27 tandem with the intense negotiations between the Plan Proponents in January, 2021 regarding how th

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1 settlements with a number of key general unsecured creditors, including the settlement with the CI 2 Parties. I believe these settlements not only provided the support the Debtors needed from a Pla3 voting perspective, but also ensured sufficient liquidity to execute the Debtors’ business plan goin4 forward. 5 10. I understand that the Debtors reached a settlement agreement with the only creditor to fil6 a formal objection, which prompted the withdrawal of that objection. Additionally, I have bee7 advised by the Debtors’ legal professionals that the Debtors and the Committee consensually resolve8 the majority of issues raised by the United States Trustee (the “U.S. Trustee”) in its objection to th 9 Plan. 10 11. I believe that the Plan maximizes the value available to creditors, serves the best interest11 of the Debtors’ estates, and embodies a variety of hard-fought, arms-length, good-faith, consensu12 resolutions between parties that started this process with vastly divergent viewpoints and interests. I13 the Plan is confirmed, I believe it will provide a substantial recovery to creditors and a viable path fo14 the Debtors to continue to operate and grow the business going forward. 15 COMPLIANCE WITH THE BANKRUPTCY CODE 16 12. I believe that the Plan complies with the following requirements of the Bankruptcy Cod17 13. Proper Classification (11 U.S.C. §§ 1122, 1123(a)(1)). I am familiar with th18 classifications of Claims and Interests in the Plan and believe such classifications are their differin19 legal, economic, and/or or business nature, and, as such, the Claims or Interests in each Class ar20 substantially similar to the other Claims or Interests, as the case may be, in such Class. Th21 classifications are not proposed for any improper purpose. Each Class of Claims and Interests contain22 only Claims or Interests that are substantially similar to the other Claims or Interests within such Clas23 14. Specified Treatment of Unimpaired and Impaired Claims (11 U.S.C. § 1123(a)(224 and (3)). Article III of the Plan specifies whether Classes of Claims are impaired or unimpaired. Eac25 class contains substantially similar claims for purposes of voting and treatment. 26 15. No Discrimination (11 U.S.C. § 1123(a)(4)). The Plan provides for equal treatment withi27 each Class. Further, within each class, the Plan provides the same treatment for each claim or intere

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1 16. Adequate Means of Implementation (11 U.S.C. § 1123(a)(5)). The Plan provides fo2 adequate means for implementation, including, without limitation: (i) the issuance of New Commo 3 Stock in Reorganized Wave; (ii) the establishment and administration of the Liquidating Trust; (ii4 the preservation of certain of the Debtors’ Causes of Action and vesting of the assets of the Debtor 5 Estates in the Reorganized Debtors or the Liquidating Trust, as applicable, free and clear of all Lien 6 Claims, charges, or other encumbrances; (iv) the Debtors, the Reorganized Debtors, and th 7 Liquidating Trust, as applicable, funding certain distributions under the Plan with (a) Cash on han8 (b) receivables or Causes of Action not released, discharged, enjoined, or exculpated under the Pla9 or otherwise on or prior to the Effective Date, (c) the proceeds of the $5,110,000 new-money Ex10 Facility, which commitment amount is allowed to be increased to $10,110,000, (d) the issuance of th11 Senior Secured Note, the GUC Loan, and the Secured Subordinate Note, (e) the proceeds of a certai12 settlement agreement between the Debtors and the CIP Parties, and/or (f) the proceeds of a potenti13 Patent Asset Sale, as applicable; (v) the execution, delivery, filing, or recording of all contract14 instruments, releases, and other agreements or documents in furtherance of the Plan; (vi) th15 cancellation of certain existing agreements, obligations, instruments, and Interests; (vii) the rejectio16 of Executory Contracts and Unexpired Leases not previously assumed by the Debtors. 17 17. Non-Voting Equity Securities (11 U.S.C. § 1123(a)(6)). The governing corporat18 documents of each of the Debtors that will remain in existence following the Effective Date have bee19 or will be amended on or prior to the Effective Date to prohibit the issuance of non-voting equit20 securities. 21 18. Terms Consistent with Public Policy (11 U.S.C. § 1123(a)(7)): The Plan Supplement22 disclose the identities and affiliations of all individuals or entities proposed to serve as directors of th23 Reorganized Debtors after the Effective Date in accordance with section IV.E.8 of the Plan24 Specifically, the initial New Board shall consist of three (3) directors—two (2) selected by Tallwoo25 and one (1) selected by the Liquidating Trust Manager. I have been advised that Tallwood ha26 appointed Desi Banatao, Managing Partner of Tallwood Venture Capital, as Chairman of the Ne27 Board, and Sanjai Kohli will serve as interim President & Chief Executive Officer and will also sit o

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1 principal at Castellammare Advisors, who will serve as the initial GUC Board Representative. 2 believe the selection of these directors and disclosure of this information prior to confirmation of th 3 Plan is consistent with the interests of creditors and equity security holders and with public policy. 4 19. Individual Earnings (11 U.S.C. § 1123(a)(8)): I have been advised that section 1123(a)(85 of the Bankruptcy Code applies only to individual debtors. The Debtors are not individuals, therefor6 it is my understanding that section 1123(a)(8) does not apply. 7 20. Impairment of Classes (11 U.S.C. § 1123(b)(1)). The Plan provides for the classificatio8 and impairment or unimpairment of certain Classes. Holders of Claims in Class 3 (Tallwood Claims 9 Class 5 (General Unsecured Claims), Class 6 (Intercompany Claims), Class 7 (Wave Series 10 Preferred Interests), Class 8 (Series E Section 510(b) Claims), Class 9 (Wave Series D Preferre11 Interests), Class 10 (Series D Section 510(b) Claims), Class 11 (Wave Series C Preferred Interests12 Class 12 (Wave Series B Preferred Interests), Class 13 (Wave Series A 2 Preferred Interests), Clas13 14 (Wave Series A-1 Preferred Interests), Class 15 (Wave Common Interests), and Class 114 (Intercompany Interests) and Class 8 (Interests) are impaired by the Plan and subject to the treatme15 described in Article II of the Plan. Moreover, Class 1 (Other Secured Claims), Class 2 (Other Priorit16 Claims), and Class 4 (De Minimis Unsecured Claims) are Unimpaired by the Plan subject to treatme17 as described in Article II of the Plan. 18 21. Executory Contracts (11 U.S.C. § 1123(b)(2)). Article V of the Plan governs th19 assumption of the Debtors’ Executory Contracts and Unexpired Leases as of the Effective Date, unles20 such Executory Contract or Unexpired Lease is listed on the Schedule of Rejected Executor21 Contracts, each of which are included in the Plan Supplement. 22 22. Plan Settlements 11 U.S.C. § 1123(b)(3)(A). I understand that the Plan properly provide23 for the settlement of certain claims belonging to the Debtors. The classification, distributions, release24 and other benefits provided under the Plan are predicated on various good faith compromises an25 settlements reached with the Committee, Tallwood, and various other stakeholders in these Chapte26 11 Cases (collectively, the “Plan Settlements”), including with respect to (i) any challenge to th27 amount, validity, perfection, enforceability, priority or extent of the Prepetition Tallwood Debt or DI

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1 Claims, whether under any provision of chapter 5 of the Bankruptcy Code, on any equitable theor2 (including equitable subordination, equitable disallowance, or unjust enrichment) or otherwise (thos 3 Plan Settlements that settle and compromise the challenges and claims described in (i) and (ii), th4 “Tallwood Plan Settlements”); and (iii) any and all claims relating to or arising out of the licens5 agreements between the Debtors, Prestige, and CIP, including any claims relating to assumption, cur6 and/or prepetition breach (including the Plan Settlement that settle and compromise the challenges an7 claims described in (iii), the “CIP Settlement”). These Plan Settlements, including the Tallwood Pla 8 Settlements and the CIP Settlement, have been market-tested by an auction and approved by a majorit9 vote of key constituencies that are affected by such Plan Settlements, and I believe these Pla10 Settlements are fair, equitable, reasonable and in the best interests of the Debtors and their Estates. 11 23. Retention of Causes of Action (11 U.S.C. § 1123(b)(3)(B)). Section IV.G.4 of the Pla12 preserves certain Causes of Action for the Liquidating Trust. 13 24. Releases, Injunction, Exculpation, Preservation of Claims and Causes of Action (114 U.S.C. § 1123(b)(6)). The releases of Claims and Causes of Action by the Debtors described i15 Article IX.C of the Plan are in accordance with section 1123(b) of the Bankruptcy Code (the “Debt16 Release”) and represent a valid exercise of the Debtors’ business judgment. The Debtor Release is a17 integral part of the Plan and is in the best interests of the Debtors’ estates as a component of th18 comprehensive terms implemented under the Plan. The Debtor Release offers protection to partie19 that participated in the Debtors’ reorganization process. Each of the Released Parties made importa20 concessions or contributions to the Chapter 11 Cases. Without the Released Parties’ significa21 investment of time and effort, and meaningful concessions and compromises, I believe the successf22 confirmation of a Plan of these Chapter 11 Cases would not be possible. I understand the Debt23 Release for the Debtors’ fiduciaries is appropriate because the Debtors’ fiduciaries share an identit24 of interest with the Debtors, supported the Plan and the Chapter 11 Cases, actively participated i25 meetings, hearings, and negotiations during the Chapter 11 Cases, and have provided other valuabl26 consideration to the Debtors to facilitate the Debtors’ reorganization. The Releases were disclose27

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1 and explained in the Disclosure Statement and solicitation materials.3 Each of the non-Debto 2 Released Parties was instrumental to the formulation of the Plan and the successful prosecution of th 3 Chapter 11 Cases and provided significant benefits to the Debtors and the Estates. Additionally, th 4 Third-Party Release is wholly consensual, and notice of the consensual Third-Party Release wa5 timely, sufficient, appropriate, and adequate under the circumstances. 6 25. The Debtor Release provided for in Section IX.C of the Plan for good and valuabl7 consideration constitutes an entirely appropriate, reasonable exercise of the Debtors’ judgmen 8 Specifically, the Debtor Release is a critical and highly-negotiated element of the settlements betwee9 the Plan Proponents and other parties in interest, and I believe it appropriately reflects the Release10 Parties’ significant contributions to the successful result of these Chapter 11 Cases. Specifically, th11 Released Parties constitute various parties that agreed to settle contested claims in furtherance of 12 consensual Plan, provided financing during the cases, and/or otherwise supported the Debtors’ effort13 in navigating the complex, dual-track negotiations that ultimately resulted in a Plan that garnere14 widespread support and, if approved, will provide a favorable result for the Debtors’ estates. 15 26. The release by the Releasing Parties (the “Third-Party Release”), set forth in Section IX. 16 of the Plan, was consensually provided after due notice and opportunity for a hearing and is an essenti17 provision of the Plan. The Third-Party Release is an integral part of the Plan, negotiated at arm’18 length. Like the Debtor Release, the Third-Party Release facilitated participation in both the Debtors19 Plan and the chapter 11 process generally. The Third-Party Release was critical to incentivizing partie20 to support the Plan regarding the parties’ respective rights and interests—providing substanti21 contribution by the Releasing Parties to the reorganization. The Third-Party Release was instrument22 in developing a Plan that maximized value for all of the Debtors’ stakeholders. Furthermore, th23 Third-Party Release is consensual as to all parties in interest, including all Releasing Parties, an24 followed appropriate procedural safeguards in advance of Confirmation. 25 27. Additionally, the exculpation provided under the Plan serves an important function i26 protecting parties with fiduciary duties to the Estates that have made substantial contributions to th27 3 See Disclosure Statement §§ II.B.4, VI.H, X.A.11; Disclosure Statement Order, Exs. 3A, 3B, 3C,

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1 Debtors’ restructuring. The scope of the exculpation is appropriately limited to actions taken or faile2 to be taken in connection with the Chapter 11 Cases and the negotiation of the Plan. As with th3 releases, the exculpations are discretionary provisions, which are the product of arm’s-lengt4 negotiations and are a critical component of the Plan. Likewise, the injunction is a key provision 5 the Plan because it enforces the release, discharge, and exculpation provision, all of which are vital t6 the Plan. The injunction is so essential to the Plan that, without it, there is little likelihood of succes 7 The injunction provisions are narrowly tailored to achieve their purpose. 8 28. Compliance with the Bankruptcy Code (11 U.S.C. § 1129(a)(2)). To the best of m9 knowledge, the Debtors have complied with the Bankruptcy Code and the Order (I) Approving th10 Adequacy of the Disclosure Statement, (II) Approving the Solicitation and Voting Procedures wit11 Respect to Confirmation of the Proposed Joint Chapter 11 Plan of Reorganization for Wav12 Computing, Inc. and Its Debtor Affiliates, and (II) Granting Related Relief [Docket No. 859] (th13 “Disclosure Statement Order”) and the Order (I) Approving Solicitation and Voting Procedures, an14 (II) Granting Related Relief [Docket No. 860] (the “Solicitation Procedures Order”) in proposing th15 Plan, transmitting the Solicitation Packages (as defined in the Solicitation Procedures Order) an16 related notices, and in soliciting and tabulating votes on the Plan. The Debtors, the Debtors’ boar17 members and officers, and the Debtors’ respective agents have participated in good faith with regar18 to the offering, issuance, and distribution of recoveries under the Plan. 19 29. Plan Proposed in Good Faith (11 U.S.C. § 1129(a)(3)). To the best of my knowledge, th20 Plan has been proposed in good faith and not in any means forbidden by law. The Plan seeks t21 achieve a result that is consistent with the objectives of the Bankruptcy Code. The goal of the Plan i22 to maximize distributions to creditors—a legitimate and honest purpose. The Chapter 11 Cases wer23 filed, and the Plan was proposed, with an honest belief that the Debtors were in need of reorganizatio24 and for the legitimate purpose of allowing the Debtors to reorganize and emerge from bankruptc25 either with a capital structure that will allow them to satisfy their obligations with sufficient liquidit26 and capital resources or with sale proceeds to distribute to their creditors. The Plan was the subject 27 extensive arm’s-length negotiations among the Debtors, Tallwood and the Committee, and eac

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1 30. Payment for Services or Costs and Expenses (11 U.S.C. § 1129(a)(4)). All payments mad2 or promised by the Debtors for services rendered in connection with the Chapter 11 Cases through th 3 Confirmation Date have been and will be subject to review by the Court and other parties in interes 4 The Debtors’ Estates will be able to pay all allowed administrative expenses. 5 31. Proper Disclosures (11 U.S.C. § 1129(a)(5)). The identity of the New Board has bee6 identified in the Plan Supplement, prior to the Confirmation Hearing, and is consistent with th7 interests of the creditors and with public policy. Specifically, the initial New Board shall consist 8 three (3) directors: (i) Desi Banatao, as Managing Partner of Tallwood Venture Capital; (ii) Sanj 9 Kohli, as interim President & Chief Executive Officer of the Reorganized Debtors; and (iii) Robe10 Kors, a Principal at Castellammare Advisors, LLC, who will serve as the initial GUC Boar11 Representative. 12 32. Mr. Kohli will be compensated in a manner to be disclosed prior to the Confirmatio13 Hearing for his role as President & Chief Executive Officer. Neither Mr. Kohli nor Mr. Banatao wi14 be compensated for his position on the New Board. The appointment of these individuals to the Ne15 Board is consistent with the interests of creditors and equity security holders and with public polic16 based on the manner in which these directors were selected—two (2) by Tallwood, a Plan sponsor an17 sole equity holder of the New Common Stock to be issued by Reorganized Wave and one (1) t18 represent the interests of the Debtors’ general unsecured creditors—and the Debtors’ disclosure of th19 identities and affiliates of such directors prior to confirmation of the Plan. 20 33. Rate Changes (11 U.S.C. § 1129(a)(6)). I understand that the Plan does not provide fo21 any change in rates subject to the jurisdiction of any governmental regulatory commission and wi22 not require governmental regulatory approval. 23 34. Best Interests of Creditors (11 U.S.C. § 1129(a)(7)). I have been advised that sectio24 1129(a)(7) of the Bankruptcy Code requires that, with respect to claims or interests in impaired classe25 held by claimants or interest holders who did not vote to accept a plan, such plan must provide valu26 to such holders equal to or greater than the value such holders would receive under a chapter 27 liquidation, which is referred to as the “best interests” test. I, along with people I supervise and i

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1 attached as Exhibit C to the Disclosure Statement (which may be further amended prior to th 2 Confirmation Hearing, the “Liquidation Analysis”). The Liquidation Analysis compared potenti3 creditor recoveries under the Plan with recovers under a hypothetical liquidation of the Debtors und4 chapter 7 of the Bankruptcy Code, based on asset values and liabilities. All Holders of Claims 5 Interests, with the exception of Holders of Other Secured Claims who would receive the same amou6 under either scenario, could not receive greater recovery under chapter 7, and no Holder of Claims 7 Interests are worse off under the Plan. I, along with the Debtors’ professionals, analyzed the expecte8 recoveries to creditors on a consolidated basis as well as a debtor-by-debtor basis and under eac9 scenario, determined that the Plan provides for greater recoveries to creditors of each Debtor a10 compared to their expected recoveries in a chapter 7 liquidation. Additionally, the subordination 11 certain claims held by Tallwood under the Plan—including the subordination of certain super-priorit12 DIP Claims arising from the DIP Facility approved by this Court—is the result of negotiations betwee13 the Debtors, Tallwood, and the Committee, and I have been advised by the Debtors’ professionals th14 these subordinated claims would therefore not be available under the priority scheme of th15 Bankruptcy Code or in a chapter 7 liquidation. 16 35. Acceptance by Impaired Voting Classes (11 U.S.C. § 1129(a)(8)). The Voting Affidav17 details the process and results of Solicitation. 18 36. Treatment of Priority Claims (11 U.S.C. § 1129(a)(9)). The Plan provides for the payme19 of Allowed General Administrative Expense Claims, Professional Fee Claims, Allowed Priority Ta20 Claims, Other Priority Claims, and Other Secured Claims. 21 37. Acceptance by Impaired Classes (11 U.S.C. § 1129(a)(10)). As set forth in the Votin22 Affidavit, Class 5 (General Unsecured Claims) is an impaired class and voted to accept the Plan. A23 such, there is at least one Voting Class that has accepted the Plan, determined without including an24 acceptance of the Plan by any insider (as defined by the Bankruptcy Code), for each Debtor. 25 38. Feasibility (11 U.S.C. § 1129(a)(11)). I understand that to satisfy the feasibilit26 requirement, the Debtors must demonstrate that the confirmation of the Plan will not be followed b27 a liquidation that is not proposed in the Plan. The Plan is feasible. Through the Plan, the Debtors wi

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1 Projections, I anticipate the Debtors will be able to meet their obligations under the Plan, such a2 paying Administrative Claims, including Professional Fee Claims, as and when due under the Pla3 and operate their businesses on a go-forward basis. Further, the Debtors have obtained a committe 4 Exit Facility and equity investment to provide liquidity and finance the business operations on an5 after the Effective Date. 6 39. Further, it is my understanding that the Reorganized Debtors or Liquidating Tru 7 Manager, if applicable, intend to pursue various Claim objections, including those already pendin8 before the Court, and we fully expect they will be sustained by the Court in due course. Nevertheles9 the General Unsecured Claims pool (nor any aspect of the Plan) will not impact the feasibility of th10 Plan and we project the Debtors will be able to meet their obligations under the Plan. 11 40. Statutory Fees (11 U.S.C. § 1129(a)(12)). Section XIII.C of the Plan provides that a12 statutory fees will be paid by the Debtors or the Reorganized Debtors for each quarter until the Chapt13 11 Cases are converted, dismissed, or closed, whichever occurs first. 14 41. Retiree Benefits (11 U.S.C. § 1129(a)(13)). Section V.G of the Plan states th15 Compensation and Benefits Programs shall be treated as Executory Contracts under the Plan an16 deemed assumed on the Effective Date. No counterparty shall have rights under a Compensation an17 Benefits Program assumed pursuant to the Plan other than those applicable immediately prior to suc18 assumption. 19 42. Inapplicable Provisions (11 U.S.C. § 1129(a)(14), (15), and (16)). The Debtors are n20 subject to any domestic support obligations, are not individuals, and are not nonprofit corporations. 21 43. Cram Down (11 U.S.C. § 1129(b)). The Impaired Classes entitled to vote on the Plan 22 Class 3 (Tallwood Claims) and Class 5 (General Unsecured Claims) – voted to Accept the Pla23 Therefore, it is my understanding that section 1129(b) does not apply. 24 44. Other Requirements (11 U.S.C. § 1129(c), (d), and (e)). No other plan has been submitte25 in the Chapter 11 Cases. The principal purpose of the Plan is not the avoidance of taxes or applicatio26 of section 5 of the Security Act of 1933. None of the Chapter 11 Cases are “small business cases.” 27

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1 45. The Liquidating Trust Agreement. I have reviewed and understand the contents of th 2 Liquidating Trust Agreement. I believe that the terms of the Liquidating Trust Agreement, includin3 the limitations of liability provided for therein, are reasonable and based on market standards. 4 46. The UST Objection. I understand that the UST Objection raised concerns about, amon5 other things, the Release and Exculpation provisions, the identity of the New Board and Compensatio6 structure of the Liquidating Trust Manager, and the procedure for closing the Chapter 11 Cases. 7 understand the UST’s objection with respect to the Third-Party Release has been consensuall8 resolved. Additionally, the Releases and exculpation in the Plan is the product of good-faith, arm9 length negotiations between the stakeholders, and I believe its scope is appropriately tailored. Th10 exculpation and limitation of liability in the Liquidating Trust Agreement are also reasonable an11 based on market standards. I understand that the identity of the New Board has been disclosed, a12 well as the compensation structure for the Liquidating Trust Manager in the Plan Supplement13 Specifically, the Liquidating Trust Manager’s compensation will be as follows: 14 The Liquidating Trust Manager’s compensation shall contain a base monthly component and a contingency component. The monthly 15 component is $17,000 per month to the Liquidating Trust Manager and 16 $3,000 per month to DePiro Consulting (who will provide financial and accounting services to the Liquidating Trust Manager), in both cases 17 subject to a minimum of twelve monthly fees. The Liquidating Trust Manager’s contingency component is a combination of fixed bonuses 18 and percentages depending on amount and timing of recoveries. In no event will DePiro Consulting be entitled to any contingent 19 compensation. Any holder of a Class A Interest (as defined in the 20 Liquidating Trust Agreement) may obtain a complete copy of the Liquidating Trust Manager’s compensation after signing a 21 confidentiality agreement reasonably satisfactory to the Liquidating Trust Manager. 22 47. Finally, I have been advised by the Debtors’ professionals that Wave Computing, Inc. an23 MIPS Tech, LLC will remain open to pursue claims objections upon confirmation, and that they hav24 removed the language from the Plan providing for claims objections to be litigated for Debtors aft25 their cases are closed. Finally, I have been advised that there are certain requirements to pay Quarterl26 U.S. Trustee Fees, and that such payments, when applicable, will be timely made. 27

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1 48. Cause Exists to Waive the Stay of the Proposed Confirmation Order. I have been advise2 that certain Bankruptcy Rules provide for the stay of an order confirming a plan of reorganization, b3 that such stay may be waived upon order of the Bankruptcy Court for cause. I believe that cause exist4 to waive any stay of the entry of the Proposed Confirmation Order so that such order may be effectiv5 immediately upon its entry. 6 49. The Plan is the product of extensive, good-faith negotiations among the Debtors and the7 principal stakeholders over the course of many months, the Debtors conducted a robust marketing an8 auction process, and I believe that any potential extension of the length of time the Debtors mu9 remain in chapter 11 would serve only to increase the administrative and professional costs incurre10 by the Estates. For these reasons, I believe that cause exists to waive any stay imposed by th11 Bankruptcy Rules so that the Bankruptcy Court’s order confirming the Plan may be effectiv12 immediately upon its entry. 13 CONCLUSION 14 50. In sum, based on my experience in general and my involvement in assisting the Debtor15 in this matter, it is my view that Confirmation of the Plan is in the best interests of the Debtors’ estate16 and the Debtors’ creditors. 17 Pursuant to 28 U.S.C. § 1746, I declare under penalty of perjury that the foregoing is18 true and correct to the best of my knowledge, information, and belief. 19 20 21 Dated: February 5, 2021 Respectfully submitted, 22 Los Angeles, CA 23 /s/ Lawrence R. Perkins Lawrence R. Perkins 24 25 26 27

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