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Full title: Supplemental Statement of Statement of the Official Committee of Unsecured Creditors of Wave Computing, Inc. in Support of Plan Confirmation and Reply to Objection and Reservation of Rights of the United States Trustee to Confirmation of Joint Plan of Reorganization (RE: related document(s)1129 Amended Chapter 11 Plan, 1134 Support Brief/Memorandum, 1136 Statement). Filed by Creditor Committee Official Committee of Unsecured Creditors of Wave Computing, Inc. (Wynne, Richard) (Entered: 02/10/2021)

Document posted on Feb 9, 2021 in the bankruptcy, 4 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Creditors of Wave Computing, Inc. in Support of Plan Confirmation and Reply to Objection an7 8 Reservation of Rights of the United States Trustee to Confirmation of Joint Plan of 9 Reorganization [Dkt.No. 1136] (the “Original Statement”).3 10 In Midway Gold, on October 6, 2017, the United States Bankruptcy Court for the Distri11 of Colorado (the “Colorado Court”) denied confirmation of Midway Gold USA Inc.’s 12 Although the Colorado Court was satisfied that it was appropriate to extend the exculpati15 16 provision to the Liquidating Trustee, Liquidating Trust Committee and their Representatives 17 (each as defined in the Midway Plan), the Colorado Court did not consider it appropriate for th18 22 23 Notably, however, the Colorado Court distinguished between the exculpation provisi24 in the Midway Plan and the limitation of liability/exculpation provision set forth in the 25 26 2 Capitalized terms used but not defined in this Statement shall have the meanings ascribed to such terms in the SiAmended Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc. and its Debtor Affiliates [Dkt.Section 5.1 of the Midway Liquidating Trust Agreement is entitled “Standard of C9 Exculpation” and is a broad exculpation and limitation of liability provision in favor of, among10 others, Midway’s Liquidating Trustee and the members of Midway’s Liquidating Trust 11 Committee.

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richard.wynne@hoganlovells.com 2 David Simonds (Bar No. 214499) david.simonds@hoganlovells.com 3 Edward J. McNeilly (Bar No. 314588) edward.mcneilly@hoganlovells.com 4 HOGAN LOVELLS US LLP 1999 Avenue of the Stars, Suite 1400 5 Los Angeles, California 90067 Telephone: (310) 785-4600 6 Facsimile: (310) 785-4601 7 Attorneys for the Official Committee of Unsecured Creditors of Wave Computing, Inc. 8 9 UNITED STATES BANKRUPTCY COURT 10 NORTHERN DISTRICT OF CALIFORNIA 11 SAN JOSE DIVISION 12 In re Case No. 20-50682 (MEH) 13 WAVE COMPUTING, INC., et al., Chapter Number 11 (Jointly Administered) 14 Debtors.1 SUPPLEMENTAL STATEMENT OF THE 15 OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF WAVE COMPUTING, INC 16 SUPPORT OF PLAN CONFIRMATION AN REPLY TO OBJECTION AND RESERVATI 17 OF RIGHTS OF THE UNITED STATES TRUSTEE TO CONFIRMATION OF JOINT 18 PLAN OF REORGANIZATION 19 Related to Dkt. Nos. 1129, 1134, 1136 20 Hearing Date 21 Date: February 10, 2021 Time: 10:15 a.m. (Pacific Time) 22 Judge: Honorable M. Elaine Hammond Hearing via Zoom Video 23 24 25 26 27 1 The Debtors in these chapter 11 cases are: Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, Inc., Wave

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2 Inc. (“Wave” and, together with the other jointly administered debtors and debtors in possessio3 the “Debtors” and, each, a “Debtor”) hereby submits this supplemental statement (this 4 “Supplemental Statement”)2 to clarify its citation to the case of In re Midway Gold US, Inc., 475 (Bankr. D. Colo. 2017) (“Midway Gold”) in the Statement of the Official Committee of Unsecu6 Creditors of Wave Computing, Inc. in Support of Plan Confirmation and Reply to Objection an7 8 Reservation of Rights of the United States Trustee to Confirmation of Joint Plan of 9 Reorganization [Dkt. No. 1136] (the “Original Statement”).3 10 In Midway Gold, on October 6, 2017, the United States Bankruptcy Court for the Distri11 of Colorado (the “Colorado Court”) denied confirmation of Midway Gold USA Inc.’s 12 (“Midway”) Second Amended Joint Chapter 11 Plan of Liquidation (the “Midway Plan”) only 13 because it found that certain releases and exculpations were too broad. Midway Gold, 575 B.R14 522. Although the Colorado Court was satisfied that it was appropriate to extend the exculpati15 16 provision to the Liquidating Trustee, Liquidating Trust Committee and their Representatives 17 (each as defined in the Midway Plan), the Colorado Court did not consider it appropriate for th18 Midway Plan’s exculpation provisions to extend to post-confirmation conduct. Id. at 513 (“Wi19 respect to the Liquidating Trustee and the Liquidating Trust Committee and their respective 20 Representatives, the Court finds this provision appropriate, subject to the infirmities [time 21 limitation] identified above.”). 22 23 Notably, however, the Colorado Court distinguished between the exculpation provisi24 in the Midway Plan and the limitation of liability/exculpation provision set forth in the 25 26 2 Capitalized terms used but not defined in this Statement shall have the meanings ascribed to such terms in the SiAmended Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc. and its Debtor Affiliates [Dkt. No. 27 1129]. . 3 Page 3 of the Original Statement also references “In re Aradigm Corporation, Case No. 19-40363 (WJL), Dkt.

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2 month after entering an order denying the Midway Plan, the Colorado Court entered its Order 3 Confirming Debtors’ Revised Second Amended Joint Chapter 11 Plan of Liquidation, Case No4 15-16835-MER, Dkt. No. 1363 (Bankr. D. Colo. Nov. 15, 2017) (the “Midway Confirmation 5 Order”). Specifically, the Midway Confirmation Order authorized Midway to enter into the 6 liquidating trust agreement appended to that order (the “Midway Liquidating Trust Agreement7 8 Id. at ¶ 13. Section 5.1 of the Midway Liquidating Trust Agreement is entitled “Standard of C9 Exculpation” and is a broad exculpation and limitation of liability provision in favor of, among10 others, Midway’s Liquidating Trustee and the members of Midway’s Liquidating Trust 11 Committee. See Supplemental Request for Judicial Notice, Ex. 1, pp. 106-107. 12 Midway Gold thus perfectly demonstrates that, even where a bankruptcy court has 13 expressed concern about the temporal scope of certain plan provisions,4 market-standard 14 limitation of liability and exculpation provisions contained in a liquidating trust agreement, suc15 16 as those set forth in Section 10.1 of the Liquidating Trust Agreement, are entirely appropriate a17 should be approved. 18 Respectfully submitted, 19 [Signature Page Follows] 20 21 22 23 24 25 26 27 4

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2 Dated: February 10, 2021 HOGAN LOVELLS US LLP 3 By: /s/ Richard L. Wynne Richard L. Wynne (Bar No. 120349) 4 richard.wynne@hoganlovells.com David P. Simonds (Bar No. 214499) 5 david.simonds@hoganlovells.com Edward J. McNeilly (Bar No. 314588) 6 edward.mcneilly@hoganlovells.com 7 1999 Avenue of the Stars, Suite 1400 Los Angeles, California 90067 8 Telephone: (310) 785-4600 Facsimile: (310) 785-4601 9 Attorneys for the Official Committee of 10 Unsecured Creditors of Wave Computing, Inc. 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27