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Full title: Order Confirming the Sixth Amended Joint Chapter 11 Plan of Reorganization of Wave Computing, Inc. and its Debtor Affiliates (RE: related document(s)1129 Amended Chapter 11 Plan filed by Debtor Wave Computing, Inc.). (al) (Entered: 02/12/2021)

Document posted on Feb 11, 2021 in the bankruptcy, 63 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

bb.on February 5, 2021, the Statement of the Official Committee of Unsecured Creditor21 of Wave Computing, Inc. in Support of Plan Confirmation and Reply to Objection anReservation of Rights of the United States Trustee to Confirmation of Joint Plan 22Reply to Objection and Reservation of Rights of the United States Trustee t 1 ee. on February 10, 2021, the Supplemental Request for Judicial Notice in Support 2 Statement of the Official Committee of Unsecured Creditors of Wave Computing, Inin Support of Plan Confirmation and Reply to Objection and Reservation of Rights 3 the United States Trustee to Confirmation of Joint Plan of Reorganization [Docket N4 1148]; 5Chapter 11 Cases); (iv) any other Entity giving, acquiring or receiving property under the Combine19 Disclosure Statement and Plan; (v) any and all non-Debtor Parties to any Executory Contract; (vi) th20 Pursuant to section 1141(d) of th 2 Bankruptcy Code, and except as otherwise specifically provided in the Plan, this Confirmation Orde3 or in any contract, instrument, or other agreement or document created pursuant to the Plan, th4 distributions, rights, and treatment that are provided in the Plan shall be in complete satisfactio5 discharge, and release, effective as of the Effective Date, of Claims (including any Intercompan 6 Claims resolved or compromised after the Effective Date by the Reorganized Debtors), Interests, an7 8 Causes of Action of any nature whatsoever, including any interest accrued on Claims or Interests fro9 and after the Petition Date, whether known or unknown, against, liabilities of, Liens on, obligation10 of, rights against, and interests in, the Debtors or any of their assets or properties, regardless of wheth11 any property shall have been distributed or retained pursuant to the Plan on account of such Claim12 and Interests, including demands, liabilities, and Causes of Action that arose before the Effective Dat13 any liability (including withdrawal liability) to the extent such Claims or Interests relate to service14 performed by employees of the Debtors prior to the Effective Date and that arise from a terminatio15 On the Effective Date, except with respect to the extent otherwise provided in th20 Liquidating Trust Agreement, the Plan, or this Confirmation Order, all notes, instruments, certificate21 and other documents evidencing Claims or Interests, including credit agreements and indentures, sha22 be cancelled and the obligations of the Debtors and any non-Debtor Affiliate thereunder or in any wa23 related thereto shall be deemed satisfied in full, cancelled, discharged, and of no force or effec24 25 Holders of or parties to such cancelled instruments, securities, and other documentation will have n26 rights arising from or relating to such instruments, securities, and other documentation, or th27 cancellation thereof, except the rights provided for pursuant to the Plan.

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1 SIDLEY AUSTIN LLP Samuel A. Newman (SBN 217042) 2 (sam.newman@sidley.com) The following constitutes the order of the Court. Genevieve G. Weiner (SBN 254272) Signed: February 12, 2021 3 (gweiner@sidley.com) Julia Philips Roth (SBN 324987) 4 (julia.roth@sidley.com) 555 West Fifth Street 5 Los Angeles, CA 90013 _________________________________________________ Telephone: 213.896.6000 M. Elaine Hammond 6 Facsimile: 213.896.6600 U.S. Bankruptcy Judge 7 SIDLEY AUSTIN LLP Charles M. Persons (admitted pro hac vice) 8 (cpersons@sidley.com) Juliana Hoffman (admitted pro hac vice) 9 (jhoffman@sidley.com) Jeri Leigh Miller (admitted pro hac vice) 10 (jeri.miller@sidley.com) 2021 McKinney Avenue 11 Suite 2000 Dallas, TX 75201 12 Telephone: 214.981.3300 Facsimile: 214.981.3400 13 Attorneys for Debtors 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 ) ORDER CONFIRMING THE SIXTH ) AMENDED JOINT CHAPTER 11 PLAN 22 ) OF REORGANIZATION OF WAVE ) COMPUTING, INC. AND ITS DEBTOR 23 ) AFFILIATES ) 24 ) ) Related to Docket No.: 1129 25 ) Date: February 10, 2021 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 MIP28

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1 Time: 10:15 a.m. (Pacific Time) Judge: Honorable M. Elaine Hammond 2 (cid:89)(cid:76)(cid:68)(cid:3)(cid:61)(cid:82)(cid:82)(cid:80) 3 Wave Computing Inc. (“Wave”) and its debtor affiliates, as debtors and debtors in possessio4 (collectively, the “Debtors”), having: 5 6 a. commenced, on April 27, 2020 (the “Petition Date”), these chapter 11 case(the “Chapter 11 Cases”) by each filing a voluntary petition for relief under chapter 11 7 the United States Code, 11 U.S.C. §§ 101–1532 (the “Bankruptcy Code”) in the UniteStates Bankruptcy Court for the Northern District of California (the “Court”);8 b. continued to operate their businesses and manage their properties as debtors in possessio9 in accordance with sections 1107(a) and 1108 of the Bankruptcy Code;10 c. filed, on October 15 2020, the: (i) Joint Chapter 11 Plan of Reorganization for Wav11 Computing, Inc. and its Debtor Affiliates [Docket No. 600] (as may be amended, modifieor supplemented, the “Plan”)2 and (ii) the Disclosure Statement for the Joint Chapter 112 Plan of Reorganization for Wave Computing, Inc. and Its Debtor Affiliates [Docket N601] (together with all exhibits thereto, as may be amended, modified, or supplemente13 the “Disclosure Statement”); 14 d. filed, on October 23, 2020, the Debtors' Motion for Entry of an Order (i) Approvin15 Solicitation and Voting Procedures; and (ii) Granting Related Relief [Docket No. 667];16 e. filed, on December 1, 2020, the solicitation version of the Plan [Docket No. 846];17 f. obtained, on December 3, 2020, an Order (I) Approving the Adequacy of the Fifth Amende18 Disclosure Statement, and (II) Granting Related Relief (the “Disclosure Statement Order”and Order(I) Approving Solicitation and Voting Procedures; And (II) Granting Relate19 Relief (the “Solicitation Procedures Order”) [Docket No. 860];20 g. caused, commencing on December 4, 2020, through their solicitation and balloting ageDonlin, Recano & Co., LLC (“Donlin,” or the “Solicitation and Balloting Agent”), th21 transmittal of the Plan solicitation materials to Holders of Claims and Interests as describe22 in the Certificate of Service [Docket No. 898] (the “Solicitation COS”), including thDisclosure Statement Flash Drive, the Confirmation Hearing Notice, the Cover Letter, th23 Solicitation and Voting Procedures, the Class 3 Ballot, the Class 5 Ballot, the UnimpaireNon-Voting Notice, and the Impaired Non-Voting Notice (each as defined in th24 Solicitation Affidavit and collectively, the “Solicitation Materials”) in accordance with th25 Disclosure Statement Order; 26 2 All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to suc27 terms in the Plan and supporting documents filed thereto or the Disclosure Statement Order (definebelow), as applicable. The rules of interpretation set forth in Section I.B of the Plan shall apply to thi

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1 h. filed, on December 10, 2020, the Debtors Motion for Entry of an Order (I) ApprovinBidding Procedures in Connection With the Sale of Substantially All of the Debtors Asset2 (II) Approving Procedures for the Assumption and Assignment of Executory Contracts anUnexpired Leases; and (III) Granting Related Relief [Docket No. 883], which wa3 approved by the order dated December 17, 2020 [Docket No. 940] (the “Biddin 4 Procedures Order”); 5 i. filed, on December 15, 2020, the Debtors’ Motion to Sell Property Free and Clear Und363(f) [Docket No. 982] (the “Sale Motion”); 6 j. conducted, commencing December 21, 2020 and concluding December 22, 2020, a7 auction (the “Auction”) in furtherance of a sale of substantially all of the Debtors’ asset8 (the “Asset Sale”), pursuant to the Plan; 9 k. filed, on December 23, 2020, the Notice of Designation of Successful Bidder and BackuBidder [Docket No. 965]; 10 l. filed, on December 28, 2020, a Stipulation and Proposed Order Regarding Confirmatio11 Deadlines and Publication Requirements [Docket No. 973] (the “Confirmation Deadline12 Stipulation”); 13 m. obtained, on December 30, 2020, approval of the Confirmation Deadlines Stipulatio[Docket No. 981] (the “Confirmation Deadline Stipulation Order”); 14 n. withdrawn, on December 30, 2020, the Sale Motion without prejudice [Docket No. 982];15 16 o. filed, on January 11, 2021, a notice of the filing of certain documents related to the Pla[Docket No. 1035] (the “First Plan Supplement”); 17 p. filed, on January 12, 2021, Notice of Filing of Second Plan Supplement in Connection Wit18 the Fourth Amended Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc19 and Its Debtor Affiliates Dated Dec. 1, 2020 [Docket No. 1047] (the “Second PlaSupplement”); 20 q. filed, on January 15, 2021, the second Motion to Sell Property Free and Clear Unde21 Section 363(f) [Docket No. 1055] (the “Renewed Sale Motion”), and the Fifth AmendeJoint Chapter 11 Plan of Reorganization for Wave Computing, Inc. and Its Debto22 Affiliates[Docket No. 1063]; 23 r. filed, on January 15, 2021, a revised Liquidating Trust Agreement, as Exhibit E to the Pla24 Supplement [Docket Nos. 1067, 1068] (the “Third Plan Supplement”)’25 s. obtained, on January 25, 2021, approval of the stipulation extending the Voting and PlaObjection Deadline for certain creditors [Docket No. 1087]; 26 27 t. obtained, on January 26, 2021, the Order Approving Stipulation Regarding DeadlineUnder (I) The Key Employee Incentive Plan; And (II) The Stalking Horse Agreeme

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1 u. filed, on February 5, 2021, the Declaration of John Burlacu of Donlin, Recano & Compan 2 Inc. Regarding the Solicitation and Tabulation of Votes Cast on the Fifth AmendeDisclosure Statement for the Joint Chapter 11 Plan of Reorganization For Wav 3 Computing, Inc. and Its Debtor Affiliates [Docket No. 1131];4 5 v. filed, on February 5, 2021, the Debtors’ Memorandum of Law in Support of Confirmatioof the Joint Chapter 11 Plan of Reorganization and Response to Objections t 6 Confirmation [Docket No. 1129] (the “Confirmation Brief”); 7 w. filed, on February 5, 2021, the Declaration of Lawrence R. Perkins in Support 8 Confirmation of the Amended Joint Chapter 11 Plan of Reorganization for WavComputing, Inc. and its Debtor Affiliates [Docket No. 1130] (the “Perkins Declaration”);9 x. filed, on February 8, 2021, the Amended Declaration of John Burlacu of Donlin, Recan10 & Company, Inc. Regarding the Solicitation and Tabulation of Votes Cast on the FiftAmended Disclosure Statement for the Joint Chapter 11 Plan of Reorganization For Wav11 Computing, Inc. and Its Debtor Affiliates [Docket No. 1141] (the “Voting Affidavit”); 12 y. filed, on February 8, 2021, a fourth Plan Supplement [Docket No. 1142] (the “Fourth Pla13 Supplement, and collectively with the First, Second and Third Plan Supplements, the “PlaSupplements”); 14 z. filed, on February 10, 2021, the Notice of Revised Liquidating Trust Agreement an15 Redline in Connection With The Debtors' Plan Supplement [Docket No. 1149]; and16 aa. filed, on February 11, 2021, a subsequent Notice of Revised Liquidating Trust Agreeme17 and Redline in Connection With The Debtors' Plan Supplement [Docket No. 1153]. 18 And the Official Committee of Unsecured Creditors of Wave Computing, Inc. (the “Committee”), a19 a Plan Co-Proponent, having filed: 20 bb.on February 5, 2021, the Statement of the Official Committee of Unsecured Creditor21 of Wave Computing, Inc. in Support of Plan Confirmation and Reply to Objection anReservation of Rights of the United States Trustee to Confirmation of Joint Plan 22 Reorganization [Docket No. 1137]; 23 cc. on February 6, 2021, the Request for Judicial Notice in Support of Statement of th24 Official Committee of Unsecured Creditors of Wave Computing, Inc. in Support of PlaConfirmation and Reply to Objection and Reservation of Rights of the United State25 Trustee to Confirmation of Joint Plan of Reorganization [Docket No. 1138]; 26 dd.on February 10, 2021, the Supplemental Statement of the Official Committee Unsecured Creditors of Wave Computing, Inc. in Support of Plan Confirmation an27 Reply to Objection and Reservation of Rights of the United States Trustee t

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1 ee. on February 10, 2021, the Supplemental Request for Judicial Notice in Support 2 Statement of the Official Committee of Unsecured Creditors of Wave Computing, Inin Support of Plan Confirmation and Reply to Objection and Reservation of Rights 3 the United States Trustee to Confirmation of Joint Plan of Reorganization [Docket N4 1148]; 5 And this Court having: 6 ff. set January 25, 2021 at 10:15 a.m., prevailing Pacific Time, as the deadline for Holderof Claims in Classes 3 and 5 to accept or reject the Plan (the “Voting Deadline”); 7 8 gg.set January 25, 2021 at 4:00 p.m., prevailing Pacific Time, as the deadline to file anserve objections to confirmation of the Plan (the “Plan Objection Deadline”); 9 hh.set February 10, 2021 at 10:15 a.m., prevailing Pacific Time, as the date and time f10 the commencement of the Confirmation Hearing pursuant to Bankruptcy Rules 301and 3018 and sections 1126, 1128, and 1129 of the Bankruptcy Code; 11 12 ii. reviewed the Plan, the Disclosure Statement, the Plan Supplements, the VotinAffidavit, the Perkins Declaration, the Confirmation Brief, and all pleadings, exhibit13 statements, responses, and comments regarding Confirmation, including all objectionstatements, and reservations of rights filed by parties in interest on the docket of thes14 Chapter 11 Cases; 15 jj. held the Confirmation Hearing on February 10, 2021; 16 kk.heard the statements, arguments, and objections made by counsel in respect o17 Confirmation; 18 ll. considered all oral representations, testimony, documents, filings, and other evidencregarding Confirmation; 19 20 mm. overruled any objections to the Plan and to Confirmation and all statements anreservations of rights not consensually resolved or withdrawn unless otherwis21 indicated; and 22 nn.taken judicial notice of all papers and pleadings filed in these Chapter 11 Cases and aevidence proffered or adduced and all arguments made at the hearings held before th23 Court during the pendency of these Chapter 11 Cases. 24 25 NOW, THEREFORE, the Court having found that notice of the Confirmation Hearing an26 the opportunity for any party in interest to object to confirmation of the Plan has been adequate an27 appropriate as to all parties affected or to be affected by the Plan and the transactions contemplate

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1 thereby, and that the legal and factual bases set forth in the pleadings and submissions in support 2 Confirmation and all evidence presented at the Confirmation Hearing establish just cause for the reli3 granted herein; and after due deliberation thereon and good cause appearing therefor, the Court hereb4 makes and issues the following findings of fact and conclusions of law and orders: 5 FINDINGS OF FACT AND CONCLUSION OF LAW 6 IT IS HEREBY DETERMINED, FOUND, ADJUDGED, DECREED, AN 7 ORDERED THAT: 8 I. Findings and Conclusions. 9 1. The findings and conclusions set forth herein, in the recitals, and in the record of th10 Confirmation Hearing constitute the Court’s findings of fact and conclusions of law pursuant to Rul11 52 of the Federal Rules of Civil Procedure, made applicable herein by Bankruptcy Rules 7052 an12 9014. To the extent any findings of fact constitute conclusions of law, or any conclusions of la13 14 constitute findings of fact, they are adopted as such. 15 II. Jurisdiction, Venue, and Core Proceeding. 16 2. The Court has jurisdiction over this proceeding and the parties and property affecte17 hereby pursuant to 28 U.S.C. § 1334. Venue in this district is proper pursuant to 28 U.S.C. §§ 14018 and 1409. Approval of the confirmation of the Plan is a core proceeding under 28 U.S.C. § 157(b)(219 and the Court has exclusive jurisdiction to (a) determine whether the Plan complies with the applicabl20 provisions of the Bankruptcy Code and should be confirmed and (b) enter a final order with respe21 thereto. 22 23 III. Eligibility for Relief. 24 3. The Debtors were and are entities eligible for relief under section 109 of Bankruptc25 Code. 26 27

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1 IV. Commencement and Joint Administration of the Chapter 11 Cases. 2 4. On the Petition Date, the Debtors commenced the Chapter 11 Cases by filing voluntar3 petitions for relief under chapter 11 of the Bankruptcy Code. On May 1, 2020, the Court entered a 4 Order (I) Directing Joint Administration of Chapter 11 Cases and (II) Granting Related Relief i5 accordance with Bankruptcy Rule 1015(b) [Docket No. 50]. The Debtors have operated thei6 businesses and managed their properties as debtors in possession under sections 1107(a) and 1108 o7 the Bankruptcy Code. No request for the appointment of a trustee or an examiner has been made i8 9 the Chapter 11 Cases. 10 V. Judicial Notice. 11 5. The Court takes judicial notice of (and deems admitted into evidence for Confirmatio12 the docket of the Chapter 11 Cases maintained by the clerk of the Court or its duly appointed agen13 including all pleadings and other documents on file, all orders entered, all hearing transcripts, and a14 evidence and arguments made, proffered, or adduced at the hearings held before the Court during th15 pendency of the Chapter 11 Cases. 16 VI. Appointment of Committee of General Unsecured Creditors. 17 6. On May 18, 2020, the United States Trustee filed the Notice of Appointment of the Offici18 19 Committee of Unsecured Creditors in Wave Computing, Inc. [Docket No. 114]. On October 14, 20220 the United States Trustee filed the Amended Appointment of the Official Committee of Unsecure21 Creditors [Docket No. 593]. On December 2, 2020, the United States Trustee filed the Amende22 Appointment of the Official Committee of Unsecured Creditors [Docket No. 855]. No other statutor23 committee has been requested or appointed in the Chapter 11 Cases. 24 VII. Filing of Plan Supplements. 25 7. On January 11, 2021, January 12, 2021, January 25, 2021, and February 8, 2021, th26 27 Debtors filed the First, Second, Third and Fourth Plan Supplements, respectively, with the Court. Th

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1 to a filing with the Court), comply with the terms of the Plan, and the Debtors provided good an2 proper notice of the filings in accordance with the Bankruptcy Code, the Bankruptcy Rules, the Loc 3 Rules, the Disclosure Statement Order, and the facts and circumstances of these Chapter 11 Case 4 No other or further notice is or will be required with respect to the Plan Supplements. The Pla 5 Supplements consist of the following documents: (a) the Exit Facility Term Sheet; (b) the Ne 6 Organizational Documents (including the Shareholder Agreement filed as Exhibit B-8 to the Fourt7 8 Plan Supplement); (c) the Rejected Executory Contracts Schedule; (d) the Cure Notice(s9 (e) the Liquidating Trust Agreement; (f) the identity of the Liquidating Trust Manager and th10 Compensation Schedule; (g) the Liquidating Trust Manager Resume; (h) the Senior Secured Note; (11 the GUC Loan and payment schedule; (j) the Secured Subordinated Note; (k) the Intercredit12 Agreement; (l) the Schedule of Retained Causes of Action; (m) the Liquidation Analysis and Financi13 Projections; (n) the Board Compensation; (o) the 1129(a)(5) Disclosures; and (p) any addition14 documents Filed with the Bankruptcy Court prior to the Effective Date as amendments to the Pla15 16 Supplements. 17 VIII. Plan Modifications. 18 8. Pursuant to section 1127 of the Bankruptcy Code, any modifications to the Plan describe19 or set forth in this Confirmation Order constitute technical or clarifying changes, changes with respe20 to particular Claims by agreement with Holders of such Claims, or modifications that do not otherwis21 materially and adversely affect or change the treatment of any other Claim or Interest under the Pla22 These modifications are consistent with the disclosures previously made pursuant to the Disclosur23 24 Statement and Solicitation Materials served pursuant to the Disclosure Statement Order, and notice 25 these modifications was adequate and appropriate under the facts and circumstances of these Chapt26 11 Cases. In accordance with Bankruptcy Rule 3019, these modifications do not require addition27 disclosure under section 1125 of the Bankruptcy Code or the re-solicitation of votes under sectio

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1 1126 of the Bankruptcy Code, and they do not require that Holders of Claims or Interests be afforde2 an opportunity to change previously cast acceptances or rejections of the Plan. Accordingly, the Pla3 as modified, is properly before this Court and all votes cast with respect to the Plan prior to suc4 modification shall be binding, and shall apply with respect to the Plan. 5 IX. Objections Overruled. 6 9. Any resolution or disposition of objections to Confirmation explained or otherwise rule7 upon by the Court on the record at the Confirmation Hearing is hereby incorporated by reference. An8 9 resolutions of objections to Confirmation explained on the record at the Confirmation Hearing ar10 hereby incorporated by reference. All remaining unresolved objections, statements, inform11 objections, and reservations of rights, if any, related to the Plan, are overruled on the merits, wit12 prejudice. 13 X. Disclosure Statement and Solicitation Procedures Order. 14 10. On December 3, 2020, the Court entered the Disclosure Statement Order and th15 Solicitation Procedures Order, which, among other things: (a) approved the Disclosure Statement a16 containing adequate information within the meaning of section 1125 of the Bankruptcy Code an17 18 Bankruptcy Rule 3017; (b) approved the Solicitation and Voting Procedures; and (c) approved th19 Solicitation Materials. On December 30, 2020, the Court entered the Confirmation Deadlin20 Stipulation Order, which, among other things (a) set January 25, 2021 at 4:00 p.m. (prevailing Pacifi21 Time) as the Voting Deadline; (b) set January 25, 2021 at 4:00 p.m. (prevailing Pacific Time) as th22 Plan Objection Deadline; and (c) set February 10, 2021, at 10:15 a.m. (prevailing Pacific Time) as th23 date of the Confirmation Hearing. The solicitation of votes on the Plan complied with the Disclosur24 25 Statement Order and Solicitation Procedures Order, was appropriate and satisfactory in all respect26 based upon the circumstances of the Chapter 11 Cases, and was in compliance with sections 1125 an27 1126 of the Bankruptcy Code and any other applicable provisions of the Bankruptcy Code, Bankruptc

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1 Rules 3017 and 3018 and any other applicable Bankruptcy Rules, the Local Rules, and applicable no2 bankruptcy law. 3 XI. Transmittal of Solicitation Materials and Notice. 4 11. As evidenced by the Solicitation COS and the Voting Affidavit, the Debtors provided du5 adequate, and sufficient notice of the Plan, the Disclosure Statement, the Disclosure Statement Orde6 the Solicitation Procedures Order and Solicitation Materials, the Confirmation Hearing Notice, th 7 Plan Supplements, and all of the other materials distributed by the Debtors in connection wit8 9 Confirmation in compliance with the Bankruptcy Code, Bankruptcy Rules, including Bankruptc10 Rules 2002(b), 3017, 3019, and 3020(b), the Local Rules, and the procedures set forth in the Disclosur11 Statement Order and the Solicitation Procedures Order. The Debtors and their Solicitation an12 Balloting Agent adhered to the terms of the Disclosure Statement Order and the Solicitatio13 Procedures Order. The Debtors provided due, adequate, and sufficient notice of the Voting Deadlin14 the Plan Objection Deadline, the Confirmation Hearing, and any applicable bar dates and hearing15 described in the Disclosure Statement Order and the Solicitation Procedures Order in compliance wit16 17 the Bankruptcy Code, the Bankruptcy Rules, the Local Rules, the Disclosure Statement Order and th18 Solicitation Procedures Order. 19 12. On or before the Solicitation Deadline, the Solicitation and Balloting Agent mailed t20 Holders of Claims or Interests in Non-Voting Classes (Class 1 (Other Secured Claims), Class 2 (Othe21 Priority Claims), Class 4 (De Minimis Unsecured Claims), Class 6 (Intercompany Claims), Class 22 (Wave Series E Preferred Interests), Class 8 (Series E Section 510(b) Claims), Class 9 (Wave Serie23 24 D Preferred Interests), Class 10 (Series D Section 510(b) Claims), Class 11 (Wave Series C Preferre25 Interests), Class 12 (Wave Series B Preferred Interests), Class 13 (Wave Series A-2 Preferre26 Interests), Class 14 (Wave Series A-1 Preferred Interests), Class 15 (Wave Common Interests), an27 Class 16 (Intercompany Interests)) a Notice of Non-Voting Status. The Notice of Non-Voting Statu

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1 provided sufficient notice of the injunction, release, and exculpation provisions of the Plan an2 provided the Holders of Claims or Interests receiving such Notice of Non-Voting Status with 3 sufficient opportunity to opt into the releases included in Section IX.D of the Plan. 4 XII. Solicitation. 5 13. Votes on the Plan were solicited in good faith and in compliance with sections 1125 an6 1126 of the Bankruptcy Code, Bankruptcy Rules 3017, 3018, and 3019, the Disclosure Statement, th 7 Disclosure Statement Order, the Solicitation Procedures Order, the Bankruptcy Local Rules, all oth8 9 applicable provisions of the Bankruptcy Code, and all other applicable rules, laws, and regulation10 applicable to such solicitation. 11 14. As set forth in the Plan and the Disclosure Statement, Holders of Claims or Interests i12 Class 3 (Tallwood Claims), and Class 5 (General Unsecured Claims) (collectively, the “Votin13 Classes”) were eligible to vote to accept or reject the Plan in accordance with the Solicitation an14 Voting Procedures. Holders of Claims in Class 1 (Other Secured Claims), Class 2 (Other Priorit15 Claims) and Class 4 (De Minimis Unsecured Claims) (collectively, the “Deemed Accepting Classes16 17 are Unimpaired and conclusively presumed to have accepted the Plan and, therefore, did not vote t18 accept or reject the Plan. Holders of Claims in Class 6 (Intercompany Claims), Class 7 (Wave Serie19 E Preferred Interests), Class 8 (Series E Section 510(b) Interests), Class 9 (Wave Series D Preferre20 Interests), Class 10 (Series D Section 510(b) Interests); Class 11 (Wave Series C Preferred Interests21 Class 12 (Wave Series B Preferred Interests), Class 13 (Wave Series A-2 Preferred Interests), Clas22 14 (Wave Series A-1 Preferred Interests), Class 15 (Wave Common Interests), and Class 123 24 (Intercompany Interests), are extinguished and released, as applicable, receiving no distribution und25 the Plan and are thereby deemed to have rejected the Plan, and as a result, are not entitled to vote t26 accept or reject the Plan (the “Deemed Rejecting Classes”). 27

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1 XIII. Voting Affidavit. 2 15. On February 8, 2021, the Debtors filed the Voting Affidavit on behalf of the Solicitatio3 and Balloting Agent, certifying the method and results of the ballot tabulation for each of the Votin 4 Classes. As evidenced by the Voting Affidavit, (a) Holders of Class 3 (Tallwood Claims) did n5 submit Ballots or vote to accept or reject the Plan, (b) 73.06% in amount and 96.97% in number 6 Class 5-A (General Unsecured Claims against Wave Computing, Inc.) voted to accept the Plan, an7 (c) 100% in amount and number of Class 5-G (General Unsecured Claims against MIPS Tech, LLC8 9 The remainder of Class 5-A voted to reject the Plan. The Debtors received votes to accept or reje10 the Plan from 33 Holders of Record on behalf of Class 5-A Claims and 6 Holders of Record on beha11 of Class 5-G Claims. 12 XIV. Bankruptcy Rule 3016. 13 16. The Plan and all modifications thereto are dated and identify the Entities submitting the14 thereby satisfying Bankruptcy Rule 3016(a). The Debtors appropriately filed the Disclosure Stateme15 and Plan with the Court, thereby satisfying Bankruptcy Rule 3016(b). The injunction, discharg16 release, and exculpation provisions in the Disclosure Statement and Plan describe, in bold font an17 18 with specific and conspicuous language, all acts to be enjoined and identify the Entities that will b19 subject to the injunction, thereby satisfying Bankruptcy Rule 3016(c). To the extent of any confli20 between the Disclosure Statement, the Plan, and this Confirmation Order, this Confirmation Ord21 controls. 22 XV. Bankruptcy Rule 3017. 23 17. The Debtors provided proper and sufficient notice of the Confirmation Hearing as require24 by Bankruptcy Rule 3017(d), as modified by the Disclosure Statement Order. The Solicitation an25 26 Voting Procedures pursuant to which the Plan and the Disclosure Statement were provided to th27 Voting Classes, and the Confirmation Hearing Notice, which was provided to all parties as require

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1 by the Solicitation and Voting Procedures, were adequate, satisfied Bankruptcy Rule 3017(e), an2 were in accordance with the Solicitation and Voting Procedures. 3 XVI. Bankruptcy Rule 3018. 4 18. The solicitation of votes to accept or reject the Plan from the Voting Classes satisfie 5 Bankruptcy Rule 3018(a). The Plan was transmitted to all parties in interest entitled to vote thereo6 sufficient time was prescribed for such entities to accept or reject the Plan, and the Solicitation an 7 Voting Procedures complied with sections 1125 and 1126 of the Bankruptcy Code, thereby satisfyin8 9 Bankruptcy Rule 3018(b). The Ballots provide for acceptances or rejections of the Plan to be i10 writing, identify the Plan to be accepted or rejected, provide for the Ballots to be signed by the Hold11 of Claims in the Voting Classes, and generally conform to the information required in the appropriat12 Official Form. The Solicitation Materials, including the Ballots, satisfy the requirements 13 Bankruptcy Rule 3018(c). 14 XVII. Burden of Proof 15 19. The Debtors, as proponents of the Plan, have met their burden of proving the elements 16 section 1129 of the Bankruptcy Code by a preponderance of the evidence, the applicable evidentiar17 18 standard for Confirmation. Each witness who submitted a declaration or testified on behalf of th19 Debtors in connection with the Confirmation Hearing was credible, reliable, and qualified as to th20 topics addressed. 21 XVIII.The Plan’s and the Debtors’ Compliance with the Bankruptcy Code. 22 20. The Plan and the Debtors have complied with all applicable provisions of section 1129 23 the Bankruptcy Code. 24 A. 11 U.S.C. § 1129(a)(1) – Plan Compliance with the Applicable Provisions of the 25 Bankruptcy Code. 26 21. As required by section 1129(a)(1) of the Bankruptcy Code, the Plan complies with a27 applicable provisions of the Bankruptcy Code, including sections 1122 and 1123 thereof.

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1 Sections 1122 and 1123(a)(1) – Proper Classification of Claims and Interests. 2 22. The classification of Claims and Interests under the Plan is proper under the Bankruptc 3 Code. Article III of the Plan designates Classes of Claims and Interests, other than Administrativ 4 Claims, DIP Claims, Professional Fee Claims, and Priority Tax Claims, which, pursuant to sectio5 6 1123(a)(1) of the Bankruptcy Code, need not be classified. As required by section 1122(a) of th 7 Bankruptcy Code, each Class of Claims and Interests contains only Claims or Interests that ar8 substantially similar to the other Claims or Interests within such Class. Valid business, factual, an9 legal reasons exist for separately classifying the various Classes of Claims and Interests created und10 the Plan, and the classifications were not promulgated for any improper purpose. The Plan therefor11 satisfies sections 1122 and 1123(a)(1) of the Bankruptcy Code. 12 Section 1123(a)(2) – Specification of Unimpaired Classes. 13 14 23. Article III of the Plan specifies that Class 1 (Other Secured Claims) and Class 2 (Oth15 Priority Claims) are Unimpaired by the Plan, within the meaning of section 1124 of the Bankruptc16 Code. The Plan therefore satisfies the requirements of section 1123(a)(2) of the Bankruptcy Code. 17 Section 1123(a)(3) – Specification of Treatment of Impaired Classes. 18 24. Article III of the Plan specifies the treatment of each Impaired Class under the Plan. Th19 Plan therefore satisfies the requirements of section 1123(a)(3) of the Bankruptcy Code. 20 Section 1123(a)(4) – No Discrimination. 21 25. Article III of the Plan provides for equality of treatment of each Claim or Interest withi22 a particular Class, unless the Holder of a particular Claim or Interest has agreed to a less favorabl23 24 treatment with respect to such Claim or Interest. The Plan therefore satisfies section 1123(a)(4) of th25 Bankruptcy Code. 26 27

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1 Section 1123(a)(5) – Implementation of the Plan. 2 26. The Plan and the various documents and forms of agreement included in the Pla 3 Supplements provide adequate and proper means for implementation of the Plan, including, witho4 limitation: (a) the issuance of New Common Stock in Reorganized Wave; (b) the establishment an5 administration of the Wave Computing Liquidating Trust; (c) the preservation of certain of th 6 Debtors’ Causes of Action and vesting of the assets of the Debtors’ Estates in the Reorganized Debtor7 or the Wave Computing Liquidating Trust, as applicable, free and clear of all Liens, Claims, Interest8 9 charges, or other encumbrances; (d) the Debtors, the Reorganized Debtors, and the Wave Computin10 Liquidating Trust, as applicable, (e) funding certain distributions under the Plan with (i) Cash on han11 (ii) receivables or Causes of Action not released, discharged, enjoined, or exculpated under the Pla12 or otherwise on or prior to the Effective Date, (iii) the proceeds of the $5,110,000 new-money Ex13 Facility, which commitment amount could potentially increase to $10,110,000, (iv) the issuance 14 the Senior Secured Note, the GUC Loan, and the Secured Subordinated Note, (v) the proceeds of th15 CIP Settlement; and/or (vi) the proceeds of a potential Patent Asset Sale, as applicable; (g) th16 17 execution, delivery, filing, or recording of all contracts, instruments, releases, and other agreement18 or documents in furtherance of the Plan (including, without limitation, the Intercreditor Agreeme19 and any UCC-1 financing statements, intellectual property security agreements and account contr20 agreements required to be delivered pursuant to any of the Exit Facility, the Senior Secured Note, th21 GUC Loan and the Secured Subordinated Note); (h) the cancellation of certain existing agreement22 obligations, instruments, and Interests; (i) the rejection of Executory Contracts not previously assume23 24 by the Debtors under section 365 of the Bankruptcy Code or listed on Exhibit C of the Pla25 Supplements; (j) authorization and approval of all corporate actions contemplated under the Plan; an26 27

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1 (k) exemption from transfer taxes to the fullest extent permitted by section 1146(a) of the Bankruptc 2 Code. The Plan therefore satisfies the requirements of section 1123(a)(5) of the Bankruptcy Code. 3 Section 1123(a)(6) – Non-Voting Equity Securities. 4 27. The Plan does not contemplate issuance of any equity securities. Accordingl5 section 1123(a)(6) of the Bankruptcy Code is not applicable to the Plan. 6 Section 1123(a)(7) – Selection of Officers and Directors. 7 28. Section IV.E.8 of the Plan provides that, as of the Effective Date, the term of the curre8 members of the board of directors shall expire, and all of the directors for the initial term of the Ne9 10 Board shall be appointed in accordance with the terms of the New Organizational Documents. As 11 the Effective Date, the GUC Board Representative shall remain on the New Board until fifty-on12 percent (51%) of the principal amount outstanding under the GUC Loan as of the Effective Date ha13 been paid. The appointment of the Liquidating Trust Manager is consistent with the interests 14 creditors and with public policy. The Plan therefore satisfies the requirements of section 1123(a)(15 of the Bankruptcy Code. 16 Sections 1123(a)(8) and 1123(c) – No Debtor is an Individual. 17 29. None of the Debtors is an individual. Accordingly, sections 1123(a)(8) and 1123(c) of th18 19 Bankruptcy Code are not applicable to the Plan. 20 Section 1123(b) – Discretionary Contents of the Plan. 21 30. The Plan contains various provisions that may be construed as discretionary but n22 necessary for Confirmation under the Bankruptcy Code. Any such discretionary provision complie23 with section 1123(b) of the Bankruptcy Code and is not inconsistent with the applicable provisions 24 the Bankruptcy Code. The Plan therefore satisfies the requirements of section 1123(b) of th25 Bankruptcy Code. 26 27

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1 a. Section 1123(b)(1) – Impairment or Unimpairment of Classes oClaims and Interests. 2 31. Article III of the Plan impairs or leaves unimpaired, as the case may be, each Class 3 Claims or Interests. Class 3 (Tallwood Claims), Class 5 (General Unsecured Claims), Class 4 5 (Intercompany Claims) (to the extent Impaired), Class 7 (Wave Series E Preferred Interests), Class 6 (Series E Section 510(b) Interests), Class 9 (Wave Series D Preferred Interests), Class 10 (Series 7 Section 510(b) Interests); Class 11 (Wave Series C Preferred Interests), Class 12 (Wave Series 8 Preferred Interests), Class 13 (Wave Series A-2 Preferred Interests), Class 14 (Wave Series A- 9 Preferred Interests), Class 15 (Wave Common Interests), and Class 16 (Intercompany Interests) (to th10 extent Impaired), are impaired by the Plan. Class 1 (Other Secured Claims), Class 2 (Other Priorit11 12 Claims) and Class 4 (De Minimis Unsecured Claims) are Unimpaired by the Plan. The Plan therefor13 satisfies section 1123(b)(1) of the Bankruptcy Code. 14 b. Section 1123(b)(2) – Assumption and Rejection of ExecutorContracts and Unexpired Leases. 15 32. Article V of the Plan governs the assumption of the Debtors’ Executory Contracts as 16 17 the Effective Date, unless such Executory Contract is listed on the Schedule of Rejected Executor18 Contracts, which is included in the Plan Supplements. 19 c. Section 1123(b)(3) – Preservation of Claims and Causes of Action. 20 33. Section IV.G.4 of the Plan appropriately provides that unless any Cause of Action again21 an Entity is expressly waived, relinquished, exculpated, released, compromised, or settled in the Pla22 or a Final Order, in accordance with section 1123(b) of the Bankruptcy Code, the Debtors shall conve23 to the Wave Computing Liquidating Trust and the Liquidating Trust Manager all rights to commenc24 25 prosecute, settle, as appropriate, any and all Causes of Action, whether arising before or after th26 Petition Date; provided, however, that the primary right to object to or otherwise contest Claims 27 Interests shall be retained by the Reorganized Debtors. The Plan is sufficiently specific with respe

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1 to the Causes of Action to be retained by the Debtors, and the Plan and Plan Supplements provid2 meaningful disclosure with respect to the potential Causes of Action that the Debtors may retain, an3 all parties in interest received adequate notice with respect to such retained Causes of Action. Th4 provisions regarding Causes of Action in the Plan are appropriate and in the best interests of th 5 Debtors, their respective Estates, and Holders of Claims or Interests. For the avoidance of any doub 6 Causes of Action released or exculpated under the Plan will not be retained by the Reorganize7 8 Debtors. 9 d. Section 1123(b)(6) – Releases, Injunction, Exculpation. 10 34. The Court has jurisdiction under 28 U.S.C. §§ 1334(a), 1334(b) and 1334(e) to approv11 the releases, injunctions, and exculpations set forth in Article IX of the Plan. Section 105(a) of th12 Bankruptcy Code permits issuance of the injunctions and approval of the releases and exculpations s13 forth in Article IX of the Plan because, as has been established here, based upon the record in th14 Chapter 11 Cases and the evidence proffered or adduced at or prior to the Confirmation Hearing, suc15 16 provisions: are (a) made in exchange for good and valuable consideration; (b) are essential to th17 formulation and implementation of the Plan; (c) confer substantial benefits on the Debtors and th18 Estates; (d) are integral to and non-severable from the Plan; (e) are fair, equitable, and reasonable; an19 (f) are in the best interests of the Debtors, the Estates, the Reorganized Debtors, creditors, and oth20 stakeholders. Pursuant to section 1123(b)(3) of the Bankruptcy Code, the releases, injunctions, an21 exculpations set forth in the Plan, as implemented by this Confirmation Order, are fair, equitabl22 reasonable, and in the best interests of the Debtors, the Estates, the Reorganized Debtors, and a23 24 Holders of Claims or Interests. The record of the Confirmation Hearing and the Chapter 11 Cases i25 sufficient to support the releases, injunctions, and exculpations provided for in Article IX of the Pla26 Accordingly, based upon the representations and arguments of counsel to the Debtors and all oth27 testimony either actually given or proffered and other evidence introduced at the Confirmation Hearin

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1 and the full record of the Chapter 11 Cases, the Court finds that the releases, injunctions, an2 exculpations set forth in Article IX of the Plan are consistent with the Bankruptcy Code and applicabl3 law. 4 35. Debtor Release. The releases of Claims and Causes of Action by the Debtors describe5 in Article IX.C of the Plan in accordance with section 1123(b) of the Bankruptcy Code (the “Debt 6 Release”) represent a valid exercise of the Debtors’ business judgment. The Debtor Release is fa7 8 and equitable and complies with the absolute priority rule. 9 36. The Debtor Release is an integral part of the Plan and is in the best interests of the Debtor10 Estates. The value with respect to the released claims and Causes of Action, when weighed again11 the costs, supports the Debtor Release. The Plan, including the Debtor Release, was negotiated b12 sophisticated parties represented by able counsel and advisors, including the Plan Proponents, an13 their respective representatives and professionals. The Debtor Release is therefore the result of a har14 fought and arm’s-length negotiation process conducted in good faith. 15 16 37. The Debtor Release appropriately offers protection to parties that participated in th17 Debtors’ reorganization process. Each of the Released Parties made significant concessions an18 contributions to these Chapter 11 Cases. The Debtor Release for the Debtors’ fiduciaries is appropriat19 because the Debtors’ fiduciaries share an identity of interest with the Debtors, supported the Plan an20 these Chapter 11 Cases, actively participated in meetings, hearings, and negotiations during thes21 Chapter 11 Cases, and have provided other valuable consideration to the Debtors to facilitate th22 23 Debtors’ reorganization. The Debtor Release for Tallwood is appropriate as it has allowed the Debtor24 to effectuate the Restructuring, including the assignments and conveyances necessary to fund the DI25 Financing and the Wave Computing Liquidating Trust, will continue to provide access to addition26 capital necessary to fund the Debtors’ post-petition operations, and has been supportive an27 constructive throughout the Debtors’ workout and restructuring efforts.

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1 38. The scope of the Debtor Release is appropriately tailored under the facts an2 circumstances of the Chapter 11 Cases. The Debtor Release is appropriate in light of, among oth3 things, the value provided by the Released Parties to the Debtors’ Estates and the critical nature of th 4 Debtor Release to the Plan. The record of the Confirmation Hearing and the Chapter 11 Cases i5 sufficient to support the Debtor Releases. 6 39. Third-Party Release. The release by the Releasing Parties (the “Third-Party Release”), s7 8 forth in Section IX.D of the Plan, was consensually provided after due notice and opportunity for 9 hearing and is an essential provision of the Plan. The Third-Party Release is: (a) in exchange for th10 good and valuable consideration provided by the Released Parties; (b) materially beneficial to, and i11 the best interests of, the Debtors, their Estates, and their stakeholders, and is important to the overa12 objectives of the Plan to finally resolve certain Claims among or against certain parties in interest i13 these Chapter 11 Cases; (c) fair, equitable, and reasonable; (d) given and made after due notice an14 opportunity for hearing; (e) a bar to any of the Releasing Parties asserting any Claim or Cause 15 16 Action released by the Third-Party Release against any of the Released Parties; and (f) consistent wit17 sections 105, 524, 1123, 1129, and 1141 and other applicable provisions of the Bankruptcy Code. 18 40. Like the Debtor Release, the Third-Party Release facilitated participation in both th19 Debtors’ Plan and the chapter 11 process generally, and is an integral part of the Plan. The Third20 Party Release was critical to incentivizing parties to support the Plan. The Third-Party Release wa21 instrumental in developing a Plan that maximized value for all of the Debtors’ stakeholders. As suc22 23 the Third-Party Release appropriately offers certain protections to parties who constructivel24 participated in the Debtors’ reorganization process. 25 41. The Third-Party Release is consensual as to all parties in interest, including all Releasin26 Parties, and such parties in interest were provided notice of the Chapter 11 Cases, the Plan, the deadlin27 to object to confirmation of the Plan, and the Confirmation Hearing and were properly informed th

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1 all Holders of Claims against or Interests in the Debtors that checked the “Opt-In” box on th2 applicable Ballot or opt-in election form would be deemed to have expressly, unconditionall3 generally, individually, and collectively consented to the release and discharge of all Claims an 4 Causes of Action against the Debtors and the Released Parties. Additionally, the release provision5 of the Plan were conspicuous, emphasized with boldface type in the Plan, the Disclosure Statemen6 the Ballots, and the applicable notices. 7 8 42. The scope of the Third-Party Release is appropriately tailored under the facts an9 circumstances of these Chapter 11 Cases, and parties in interest received due and adequate notice 10 the Third-Party Release. Among other things, the Plan and the Disclosure Statement provid11 appropriate and specific disclosure with respect to the Entities, Claims, and Causes of Action that ar12 subject to the Third-Party Release, and no other disclosure is necessary. As evidenced by th13 Solicitation Affidavit and Publication Affidavit, the Debtors provided sufficient notice of the Thir14 Party Release, including by providing actual notice to all known parties in interest, including all know15 16 Holders of Claims against, and Interests in, any Debtor and publishing notice in national and loc17 publications for the benefit of unknown parties in interest, and no further or other notice is necessar18 The Third-Party Release is designed to provide finality for the Debtors, the Reorganized Debtors, an19 the Released Parties regarding the parties’ respective obligations under the Plan. 20 43. The Third-Party Release is specific in language, integral to the Plan, and given f21 adequate consideration. The Releasing Parties were given due and adequate notice of the Third-Part22 23 Release, and thus the Third-Party Release is consensual as to those Releasing Parties that elected t24 opt-in to granting the Third-Party Release. In light of, among other things, the value provided by th25 Released Parties to the Debtors’ Estates and the critical nature of the Third-Party Release to the Pla26 the Third-Party Release is appropriate. The record of the Confirmation Hearing and the Chapter 127 Cases is sufficient to support the Third-Party Release.

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1 44. Exculpation. The exculpation provisions set forth in Section IX.E of the Pla2 (the “Exculpation”) are essential to the Plan. The record in these Chapter 11 Cases fully supports th 3 Exculpation, which is appropriately tailored to protect the Exculpated Parties from inappropriat4 litigation and to exclude actions to have constituted actual fraud, willful misconduct, or gros5 negligence. The Exculpated Parties subject to the Exculpation have, and, upon entry of thi 6 Confirmation Order will be deemed to have, participated in good faith and in compliance with a7 8 applicable laws with regard to the distribution of recoveries under the Plan and, therefore, are not, an9 on account of such distributions shall not be, liable at any time for the violation of any applicable la10 rule or regulation governing the solicitation or such distributions made pursuant to the Plan. 11 45. Injunctions. The injunction provisions set forth in Section IX.F of the Plan are essenti12 to the Plan and are necessary to preserve and enforce the discharge, Debtor Release, the Third-Part13 Release, and the Exculpation, each as set forth in Sections IX.A, IX.C, IX.D, and IX.E of the Pla14 respectively. The injunction provisions are appropriately tailored to achieve those purposes. 15 16 46. Except as otherwise provided herein, as of the Effective Date, all releases, waiver17 discharges, exculpations, and injunctions set forth in the Plan and/or this Confirmation Order shall b18 effective and binding on all persons. The Plan and this Confirmation Order shall have res judicat19 collateral estoppel, and estoppel (judicial, equitable, or otherwise) effect with respect to all matter20 provided for in, or resolved pursuant to, the Plan and/or this Confirmation Order, including the releas21 injunction, exculpation, discharge provisions contained in the Plan and/or this Confirmation Order. 22 23 e. Section 1123(d) – Cure of Defaults. 24 47. Section V.D of the Plan provides for the satisfaction of Cure Claims associated with eac25 Executory Contract to be assumed in accordance with section 365(b)(1) of the Bankruptcy Code. 26 there is any dispute regarding any Cure, the ability of the Reorganized Debtors or any assignee t27 provide “adequate assurance of future performance” within the meaning of section 365 of th

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1 Bankruptcy Code, or any other matter pertaining to assumption, then payment of the applicable Cur2 amount shall occur as soon as reasonably practicable after entry of a Final Order resolving suc3 dispute, approving such assumption (and, if applicable, assignment), or as may be agreed upon by th 4 Debtors or the Reorganized Debtors, as applicable, and the counterparty to the Executory Contract. 5 48. Pursuant to the Plan, the Debtors served the Notices of Possible Assumption an 6 Assignment, which listed proposed cure amounts, based on the Debtors’ books and records, for eac7 8 Executory Contract and Unexpired Lease that was to potentially be assumed and assigned. Th 9 Debtors served sufficient notice on the counterparties to such Executory Contracts, and all issue10 related to Cure and assumption/assignment are resolved. The Plan therefore satisfies the requirement11 of section 1123(d) of the Bankruptcy Code. 12 B. Section 1129(a)(2) – Debtors’ Compliance with the Applicable Provisions of the 13 Bankruptcy Code. 14 49. The Debtors, as proponents of the Plan, have complied with all applicable provisions 15 the Bankruptcy Code as required by section 1129(a)(2) of the Bankruptcy Code, includin16 sections 1122, 1123, 1124, 1125, 1126, 1127, and 1128, and Bankruptcy Rules 3017, 3018, and 30117 50. The Debtors and their agents solicited votes to accept or reject the Plan after the Cou18 approved the adequacy of the Disclosure Statement, pursuant to section 1125(a) of the Bankruptc19 Code and the Disclosure Statement Order. 20 21 51. The Debtors and their agents have solicited and tabulated votes on the Plan and hav22 participated in the activities described in section 1125 of the Bankruptcy Code fairly, in good fait23 within the meaning of section 1125(e) of the Bankruptcy Code, and in a manner consistent with th24 applicable provisions of the Disclosure Statement Order, the Disclosure Statement, the Bankruptc25 Code, the Bankruptcy Rules, the Local Rules, and all other applicable rules, laws, and regulations an26 are entitled to the protections afforded by section 1125(e) of the Bankruptcy Code and the exculpatio27 provisions set forth in Section IX.E of the Plan.

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1 52. The Debtors, the Debtors’ board member and officers, and the Debtors’ respective agent2 have participated in good faith and in compliance with the applicable provisions of the Bankruptc 3 Code with regard to the offering, issuance, and distribution of recoveries under the Plan and, therefor4 are not, and on account of such distributions will not be, liable at any time for the violation of an5 applicable law, rule, or regulation governing the solicitation of acceptances or rejections of the Pla6 or distributions made thereunder, so long as such distributions are made consistent with and pursua7 8 to the Plan. 9 C. Section 1129(a)(3) – Plan Proposed in Good Faith. 10 53. The Debtors have proposed the Plan (and all documents necessary to effectuate the Pla11 in good faith and not by any means forbidden by law. The Chapter 11 Cases were filed, and the Pla12 was proposed, with an honest belief that the Debtors were in need of reorganization and with th13 legitimate purpose of allowing the Debtors to reorganize and emerge from bankruptcy either with 14 capital structure that will allow them to satisfy their obligations with sufficient liquidity and capit15 resources or with sale proceeds to distribute to their creditors. The Debtors’ good faith is evident fro16 17 the facts and record of the Chapter 11 Cases, the Disclosure Statement, the record of the Confirmatio18 Hearing, and other proceedings held in the Chapter 11 Cases. The Plan and the contracts, instrument19 releases, agreements and documents necessary and related to implementing, effectuating an20 consummating the Plan is the culmination of extensive good-faith, arm’s-length negotiations among21 the Debtors, Tallwood, the Committee, and their respective representatives and professionals. Furthe22 the Plan’s classification, indemnification, release, injunction, and exculpation provisions have bee23 24 negotiated in good faith and at arm’s length, are consistent with sections 105, 1122, 1123(b)(3)(A25 1123(b)(6), 1129, and 1142 of the Bankruptcy Code and applicable law in this Circuit and are eac26 necessary for the Debtors’ successful reorganization. In determining that the Plan satisfies sectio27 1129(a)(3) of the Bankruptcy Code, the Court has examined the totality of the circumstance

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1 surrounding the filing of the Chapter 11 Cases, the Plan itself, and the process leading to Confirmatio 2 The Plan therefore satisfies the requirements of section 1129(a)(3) of the Bankruptcy Code. 3 D. Section 1129(a)(4) – Payments for Services or Costs and Expenses. 4 54. Except as otherwise provided or permitted by the Plan or other orders of the Court, th5 payments for services or costs and expenses in or in connection with the Chapter 11 Cases, or i6 connection with the Plan and incidental to the Chapter 11 Cases, in each case incurred prior to th 7 Effective Date, including Claims for professional fees that have been or will be paid by the Debtor8 9 have been, hereby are, or will be, authorized by order of the Court or are otherwise permitted und10 the Bankruptcy Code. The Plan therefore satisfies the requirements of section 1129(a)(4) of th11 Bankruptcy Code. 12 E. Section 1129(a)(5) – Directors, Officers, and Insiders. 13 55. The Reorganized Debtors’ officers and directors have been disclosed prior to th14 Confirmation Hearing in the Plan Supplements, respectively. The proposed officers and directors f15 the Reorganized Debtors are qualified, and the manner in which the officers and directors wer16 selected is consistent with the interests of creditors and with public policy. The Plan therefore satisfie17 18 the requirements of section 1129(a)(5) of the Bankruptcy Code. To the extent available, the identit19 of any insider that will be employed or retained by the Reorganized Debtors and the nature of suc20 insider’s compensation have also been fully disclosed. 21 56. Specifically, the initial New Board shall consist of three (3) directors: (i) Desi Banata22 Managing Partner of Tallwood Venture Capital; (ii)Thomas G. FitzGerald of Drivetrain, LLC, the Debtor23 current Independent Director; and (iii) Robert Kors, a Principal at Castellammare Advisors, LLC, wh24 25 will serve as the initial GUC Board Representative. 26 57. The appointment of these individuals to the New Board is consistent with the interests 27 creditors and equity security holders and with public policy based on the manner in which thes

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1 directors were selected—two (2) by Tallwood, a Plan sponsor and sole equity holder of the Ne 2 Common Stock to be issued by Reorganized Wave and one (1) to represent the interests of the Debtor3 general unsecured creditors—and the Debtors’ disclosure of the identities and affiliates of suc4 directors prior to confirmation of the Plan. 5 58. Sanjai Kohli will serve as the interim Chief Executive Officer for the Reorganized Debtor6 and will be compensated at an annual base rate of $250,000 for his role. Mr. Banatao will serve a7 8 President, Secretary and Treasurer and will not be compensated for such roles. 9 59. Further, the Plan provides that the Committee shall select the initial Liquidation Tru10 Manager. The Committee selected Robert A. Kors, a principal at Castellammare Advisors, LLC, t11 serve as the Liquidating Trust Manager, and the identity of the Liquidating Trust Manager wa12 disclosed in accordance with section 1129(a)(5) of the Bankruptcy Code. Robert A. Kor13 appointment as the Liquidating Trust Manager is consistent with the interests of Creditors and wit14 public policy. The Liquidating Trust Manager shall be compensated in accordance with the terms 15 16 the Plan, Plan Supplements, and the Liquidating Trust Agreement. 17 F. Section 1129(a)(6) – No Rate Changes. 18 60. The Plan does not provide for any change in rates subject to the jurisdiction of an19 governmental regulatory commission and will not require governmental regulatory approva20 Accordingly, section 1129(a)(6) of the Bankruptcy Code does not apply to the Plan. 21 G. Section 1129(a)(7) – Best Interests of Creditors Test. 22 61. The liquidation analysis attached to the Fourth Plan Supplement as Exhibit S, the Perkin23 Declaration, and other evidence proffered or adduced at the Confirmation Hearing: (a) are reasonabl24 25 persuasive, credible and accurate; (b) use reasonable and appropriate methodologies and assumption26 (c) have not been controverted by other evidence; and (d) establish that each Holder of a Claim 27 Interest in an Impaired Class either (i) has accepted the Plan or (ii) will receive or retain under th

26

1 Plan, on account of such Claim or Interest, property of a value, as of the Effective Date of the Pla2 that is not less than the amount that it would receive if the Debtors were liquidated under Chapter 7 3 the Bankruptcy Code on such date. The Plan therefore satisfies section 1129(a)(7) of the Bankruptc 4 Code. 5 H. Section 1129(a)(8) – Conclusive Presumption of Acceptance by Unimpaired 6 Classes; Acceptance of the Plan by Certain Voting Classes. 7 62. Class 1 (Other Secured Claims), Class 2 (Other Priority Claims) and Class 4 (De Minimi 8 Unsecured Claims) are each a Class of Unimpaired Claims that are conclusively presumed to hav9 accepted the Plan under section 1126(f) of the Bankruptcy Code. Class 3 (Tallwood Claims) did n10 vote and Class 5 (General Unsecured Claims) voted to accept the Plan in accordance with sectio11 1126(c) of Bankruptcy Code. 12 I. Section 1129(a)(9) – Treatment of Administrative Expense Claims and Priority 13 Tax Claims. 14 63. The treatment of General Administrative Expense Claims, Professional Claims, DI15 Claims, and Priority Tax Claims under Article II of the Plan and of Other Priority Claims and Oth16 Secured Claims under Article III of the Plan satisfies the requirements of, and complies in all respect17 with, section 1129(a)(9) of the Bankruptcy Code, subject to certain bar date provisions consistent wit18 19 Bankruptcy Rules 3002 and 3003. The Plan therefore satisfies section 1129(a)(9) of the Bankruptc20 Code. 21 J. Section 1129(a)(10) – Acceptance of at Least One Impaired Class. 22 64. As set forth in the Voting Affidavit, Class 5 (General Unsecured Claims) is an impaire23 class and voted to accept the Plan. As such, there is at least one Voting Class that has accepted th24 Plan, determined without including any acceptance of the Plan by any insider (as defined by th25 Bankruptcy Code), for each Debtor. The Plan therefore satisfies the requirements of sectio26 27 1129(a)(10) of the Bankruptcy Code.

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1 65. The Plan is feasible within the meaning of section 1129(a)(11) of the Bankruptcy Cod 2 The evidence proffered or adduced at or prior to the Confirmation Hearing and in the Perkin 3 Declaration, the Confirmation Brief, the Voting Affidavit, and the Disclosure Statement, includin4 exhibits thereto: (a) is reasonable, persuasive, accurate and credible as of the dates such analysis 5 evidence was prepared, presented, or proffered; (b) has not been controverted by other evidenc6 (c) uses reasonable and appropriate methodologies and assumptions; (d) establishes that th7 8 Reorganized Debtors will have sufficient funds available to meet their obligations under the Plan; an9 (e) establishes that confirmation of the Plan is not likely to be followed by a liquidation or need for 10 further reorganization of the Reorganized Debtors that is not proposed in the Plan. Accordingly, th11 Debtors have established that the Plan has a reasonable likelihood of success. The Plan therefore i12 feasible and therefore satisfies the requirements of section 1129(a)(11) of the Bankruptcy Code. 13 L. Section 1129(a)(12) – Payment of Certain Fees. 14 66. Section XIII.C of the Plan provides that all fees payable pursuant to 28 U.S.C. § 1930(a15 as determined by the Court at a hearing pursuant to section 1128 of the Bankruptcy Code, shall b16 17 paid by each of the Reorganized Debtors for each quarter (including any fraction thereof) until th18 earlier of entry of a final decree closing such Chapter 11 Cases or an order of dismissal or conversio19 whichever comes first. The Plan therefore satisfies the requirements of section 1129(a)(12) of th20 Bankruptcy Code. 21 M. Section 1129(a)(13) – Continuation of Retiree Benefits. 22 67. Section 1129(a)(13) of the Bankruptcy Code requires a plan to provide for retiree benefit23 (as defined in section 1114 of the Bankruptcy Code) at levels established pursuant to section 1114 o24 25 the Bankruptcy Code. Section V.H of the Plan and this Confirmation Order provide that subject t26 the provisions of the Plan and the Plan Supplements, Compensation and Benefits Programs shall b27 treated as Executory Contracts under the Plan and deemed assumed on the Effective Date pursuant t

28

1 the provisions of sections 365 and 1123 of the Bankruptcy Code. No counterparty shall have right2 under a Compensation and Benefits Program assumed pursuant to the Plan other than those applicabl3 immediately prior to such assumption. The Plan therefore satisfies the requirements 4 section 1129(a)(13) of the Bankruptcy Code. 5 N. Sections 1129(a)(14), (15), and (16) – Domestic Support Obligations, Individuals6 and Nonprofit Corporations. 7 68. The Debtors owe no domestic support obligations, are not individuals, and are n8 nonprofit corporations. Accordingly, sections 1129(a)(14), (15) and (16) of the Bankruptcy Code d9 not apply to the Plan. 10 O. Section 1129(b) – Confirmation of Plan Over Nonacceptance of an Impaired 11 Class. 12 69. Notwithstanding the fact that Deemed Rejecting Classes, have not accepted the Plan, th13 Plan may be confirmed pursuant to section 1129(b)(1) of the Bankruptcy Code because: (a) a14 impaired class voted to accept the Plan; and (b) the Plan does not discriminate unfairly and is fair an15 equitable with respect to the Claims and Interests in the classes not accepting the Plan. As a resul16 the Plan satisfies the requirements of section 1129(b) of the Bankruptcy Code. Thus, the Plan may b17 confirmed even though section 1129(a)(8) of the Bankruptcy Code is not satisfied with respect to th18 19 classes not accepting the Plan. After entry of this Confirmation Order and upon the occurrence of th20 Effective Date, the Plan shall be binding upon all Holders of Claims and Interests, including th21 members of the classes not accepting the Plan. 22 23 24 25 P. Section 1129(c) – Confirmation of Only One Plan. 26 27

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1 70. The Plan is the only plan of reorganization for the Debtors proposed and considered b2 the Court for Confirmation. The Plan therefore satisfies the requirements of section 1129(c) of th 3 Bankruptcy Code. 4 Q. Section 1129(d) – Principal Purpose of the Plan. 5 71. The principal purpose of the Plan is not the avoidance of taxes or the avoidance of th6 application of section 5 of the Securities Act of 1933, 15 U.S.C. § 77e, and no governmental unit ha7 objected to the confirmation of the Plan on any such grounds. The Plan therefore satisfies th8 9 requirements of section 1129(d) of the Bankruptcy Code. 10 R. Section 1129(e) – Not Small Business Cases. 11 72. These Chapter 11 Cases are not small business cases. Accordingly, section 1129(e) of th12 Bankruptcy Code does not apply to these Chapter 11 Cases. 13 XIX. D&O Liability Insurance Proceeds 14 73. The Debtors’ applicable director and officer liability insurance policies have been in fu15 force and effect throughout these Chapter 11 Cases and remain, and will continue to remain, in fu16 force and effect upon entry of this Confirmation Order. 17 74. The Plan preserves, and does not settle or release (except as provided in Section IX.D 18 19 the Plan), any Claims or Causes of Action held by the Debtors, the Reorganized Debtors or the20 respective estates or creditors against any current or former directors and officers of the Debtors. An21 such Claims or Causes of Action are being transferred or assigned to the Wave Computing Liquidatin22 Trust as and to the extent set forth in the Plan and the Liquidating Trust Agreement. Witho23 limitation, Ker Zhang (“Zhang”) and Arthur Swift (“Swift”) are not “Released Parties” under the Pla24 75. The covenant not to execute against the personal assets of Zhang and Swift contained i25 26 Section IX.D of the Plan (the “Covenant”) is a contractual obligation of the Debtors and th27 Reorganized Debtors and is not a release of any claims against Zhang or Swift. The Covenant is

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1 contractual covenant of the Debtors and the Reorganized Debtors not to take the actions identified i 2 Section IX.D of the Plan. The Covenant does not relieve Zhang or Swift of any legal obligation t3 pay and possible settlement of or judgment related to any Claims or Causes of Action against them b4 the Debtors, the Reorganized Debtors or the Wave Computing Liquidating Trust, as applicable. Th 5 Covenant does not constitute any acknowledgment of liability by Zhang and Swift with respect to an 6 Claims or Causes of Action against them or relieve them of their obligation to cooperate with the7 8 insurance carriers in connection with the defense of any Claims or Causes of Action pursued by th 9 Wave Computing Liquidating Trust or to fulfill any other contractual obligations that Zhang and Swi10 may have under such insurance policies. The Covenant does not contravene public policy. 11 XX. Disclosure of Agreements and Other Documents. 12 76. The Debtors have disclosed all material facts, to the extent applicable, regarding: (a) th13 adoption of the New Organizational Documents and the terms thereof; (b) the selection of director14 and officers of the Reorganized Debtors; (c) the issuance of shares of New Common Stock; (15 execution of the Exit Facility; (e) the entry into the Senior Secured Note, the Secured Subordinate16 17 Note, the GUC Loan and the Intercreditor Agreement and the grant and perfection of the Liens on an18 security interests in the assets and properties of the Reorganized Debtors created or evidenced (19 purported to be created or evidenced) by the security agreements, pledge agreements, collater20 assignments, control agreements, mortgages, deeds, financing statements and other document21 agreements and instruments executed and/or delivered in connection with the Senior Secured Not22 the Secured Subordinated Note, the GUC Loan and the Intercreditor Agreement; (f) the adoptio23 24 execution and implementation of the other documents, instruments, agreements, actions and matter25 provided for under the Plan involving corporate actions to be taken by or required of the Debtors 26 the Reorganized Debtors; (g) the securities registration exemptions for the issuance and distributio27 of shares of New Common Stock; (h) the establishment of the Wave Computing Liquidating Trus

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1 (i) the selection of the Liquidating Trust Manager, the Delaware Trustee and the Liquidating Tru 2 Advisory Board; and (j) the exemption under section 1146(a) of the Bankruptcy Code. 3 XXI. Satisfaction of Confirmation Requirements. 4 77. Based upon the foregoing and all other pleadings and evidence proffered or adduced at 5 prior to the Confirmation Hearing, the Plan and the Debtors, as applicable, satisfy all the requirement6 for plan confirmation set forth in section 1129 of the Bankruptcy Code. 7 XXII. Good Faith 8 78. The Debtors, Tallwood and the Supporting Creditors (and each of the foregoing parties9 10 Related Parties) have been acting in good faith and will be acting in good faith if they proceed to: (11 consummate the Plan and the agreements, settlements, transactions, and transfers contemplate12 thereby; and (b) take the actions authorized and directed by this Confirmation Order, in each case, t13 the extent such actions are consistent with the Plan or this Confirmation Order, as applicable. 14 XXIII.Implementation. 15 79. All documents necessary to implement the Plan and establish the Wave Computin16 Liquidating Trust have been negotiated in good faith and at arm’s length and shall, upon completio17 of documents and execution, be valid, binding and enforceable agreements and are not in conflict wit18 19 any federal or state laws. 20 XXIV. Satisfaction of Conditions Precedent to Effective Date. 21 80. Entry of this Confirmation Order shall satisfy the conditions to the Effective Date set fort22 in Section X.A of the Plan (other than the condition that this Confirmation Order shall have become 23 Final Order). The conditions precedent to the Effective Date set forth in Section X.A of the Plan ma24 25 26 27

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1 be waived in whole or in part by the Debtors, without notice, leave, or order of the Court or any form2 action. 3 XXV. Satisfaction of Confirmation Requirements. 4 81. Based upon the foregoing and all other pleadings and evidence proffered or adduced at 5 prior to the Confirmation Hearing, the Plan satisfies the requirements for confirmation set forth i6 section 1129 of the Bankruptcy Code. 7 ORDER 8 9 BASED ON THE FOREGOING FINDINGS OF FACT AND CONCLUSIONS O LAW, IT IS THEREFORE ORDERED, ADJUDGED, AND DECREED THAT: 10 82. This Confirmation Order confirms the Plan, attached hereto as Exhibit A, in its entirety11 83. This Confirmation Order approves the Plan Supplements, including the document12 contained therein that may be amended through and including the Effective Date or otherwise i13 14 accordance with and as permitted by the Plan. The terms of the Plan, the Plan Supplements, and th15 exhibits thereto are incorporated herein by reference and are an integral part of this Confirmatio16 Order. 17 84. Any amendments or modifications to the Plan described or set forth in this Confirmatio18 Order are hereby approved, without further order of this Court. 19 85. All Holders of Claims that voted to accept the Plan are conclusively presumed to hav20 accepted the Plan. 21 22 86. The terms of the Plan, the Plan Supplements, all exhibits thereto, and this Confirmatio23 Order shall be effective and binding as of the Effective Date on all parties in interest. 24 87. The failure to include or refer to any particular article, section, or provision of the Pla25 the Plan Supplements or any related document, agreement, or exhibit does not impair the effectivenes26 27

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1 of that article, section, or provision; it being the intent of the Court that the Plan, the Plan Supplement2 and any related document, agreement, or exhibit are approved in their entirety. 3 I. Objections. 4 88. All objections (including any reservations of rights contained therein) to approval 5 Confirmation of the Plan that have not been withdrawn, waived, or settled prior to entry of thi 6 Confirmation Order, are not cured by the relief granted herein, or are not otherwise resolved as state7 by the Debtors on the record of the Confirmation Hearing, are OVERRULED on the merits and i8 9 their entirety, and all withdrawn objections are deemed withdrawn with prejudice. 10 II. Findings of Fact and Conclusions of Law. 11 89. The findings of fact and the conclusions of law set forth in this Confirmation Orde12 constitute findings of fact and conclusions of law in accordance with Bankruptcy Rule 7052, mad13 applicable to this proceeding by Bankruptcy Rule 9014. All findings of fact and conclusions of la14 announced by the Court at the Confirmation Hearing in relation to Confirmation are hereb15 incorporated into this Confirmation Order. To the extent that any of the following constitutes finding16 of fact or conclusions of law, they are adopted as such. To the extent any finding of fact or conclusio17 18 of law set forth in this Confirmation Order (including any findings of fact or conclusions of la19 announced by the Court at the Confirmation Hearing and incorporated herein) constitutes an order 20 this Court, it is adopted as such. 21 III. The Releases, Injunction, Exculpation, and Related Provisions Under the Plan. 22 90. The discharge, releases, injunctions, exculpations, and related provisions set forth i23 Article IX of the Plan are incorporated herein in their entirety, are hereby approved and authorized i24 all respects, are so ordered, and shall be immediately effective on the Effective Date without furth25 26 order or action on the part of this Court or any other party. 27

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1 IV. References to and Omissions of Plan Provisions. 2 91. References in this Confirmation Order to any article, section, paragraph, or provision 3 the Plan are inserted for convenience of reference only and are not intended to be a part of or to affe4 the interpretation of the Plan. The failure to specifically include or to refer to any particular articl5 section, paragraph, or provision of the Plan in this Confirmation Order shall not diminish or impai6 the effectiveness of such article, section, paragraph, or provision, it being the intent of the Court th7 the Plan be confirmed in its entirety, except as expressly modified herein, and that the Plan, and a8 9 other agreements, instruments, or other documents filed in connection with the Plan and/or execute10 or to be executed in connection with the transactions contemplated by the Plan, and all amendment11 and modifications of any of the foregoing made pursuant to the provisions of the Plan governing suc12 amendments and modifications, are approved in their entirety. 13 V. Headings. 14 92. Headings utilized in this Confirmation Order are for convenience of reference only and d15 not constitute a part of the Plan or this Confirmation Order for any other purpose. 16 VI. Classifications. 17 93. The terms of the Plan shall govern the classification of Claims and Interests for purpose18 19 of the distributions to be made thereunder. 20 VII. Transactions. 21 94. This Confirmation Order shall and shall be deemed to, pursuant to sections 363 and 11222 of the Bankruptcy Code, authorize, among other things, all actions as may be necessary or appropriat23 to effectuate any transaction described in, approved by, contemplated by, or necessary to effectuat24 the Plan. 25 VIII. Exit Facility 26 95. On or before the Effective Date, the applicable Reorganized Debtors shall enter into th27 Exit Facility, including any documents (including, without limitation, UCC-1 financing statement

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1 and intellectual property security agreements) as necessary or reasonably desirable to establish an2 perfect the Liens and security interests granted to the Exit Facility Lenders pursuant to the Secure 3 Subordinated Note in the absence of the Plan and Confirmation Order. Confirmation shall be deeme4 approval of the Exit Facility Documents (including the transactions contemplated thereby, and a5 actions to be taken, undertakings to be made, and obligations to be incurred and fees paid by th 6 Debtors or the Reorganized Debtors in connection therewith), to the extent not approved by the Cou7 8 previously, and the Debtors or Reorganized Debtors are authorized to execute and deliver thos9 documents necessary or appropriate to consummate the Exit Facility Documents (including an10 documents required to be delivered thereunder) without further notice to or order of the Court, act 11 action under applicable law, regulation, order, or rule or vote, consent, authorization, or approval 12 any Person, subject to such modifications as may be agreed between the Debtors or Reorganize13 Debtors and the applicable Exit Facility Lenders. 14 96. The applicable Debtors or Reorganized Debtors and the Exit Facility Lender shall b15 16 authorized to execute all documents (including, without limitation, deposit account contr17 agreements), make all filings and recordings (including, without limitation, filing of UCC-1 financin18 statements and intellectual property security filings) and to obtain all governmental approvals an19 consents as would be necessary to establish and perfect the Liens and security interests granted to th20 Exit Facility Lenders pursuant to the Exit Facility under the provisions of the applicable state, federa21 or other law that would be applicable in the absence of the Plan and the Confirmation Order. 22 IX. The Wave Computing Liquidating Trust 23 24 97. The approvals and authorizations specifically set forth in this Confirmation Order are n25 intended to limit the authority of the Debtors, the Wave Computing Liquidating Trust and th26 Liquidating Trust Manager to take any and all actions necessary or appropriate to implemen27

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1 effectuate, and consummate any and all documents or transactions contemplated by the Plan or thi 2 Confirmation Order. 3 98. The Wave Computing Liquidating Trust and the Liquidating Trust Manager are hereb4 authorized to make Distributions after the Effective Date in accordance with this Confirmation Orde5 the Plan, and the Liquidating Trust Agreement. 6 99. The Liquidating Trust Manager will be appointed prior to the Effective Date in accordanc7 8 with the Plan and the Liquidating Trust Agreement. On the Effective Date, the Reorganized Debtor9 on their own behalf and on behalf of the Liquidating Trust Beneficiaries, and the Liquidating Tru10 Manager shall execute the Liquidating Trust Agreement and shall take all other steps necessary t11 establish the Wave Computing Liquidating Trust in accordance with and pursuant to the terms of th12 Liquidating Trust Agreement. On the Effective Date, the Liquidating Trust Assets shall automaticall13 vest in the Wave Computing Liquidating Trust free and clear of Liens, Claims, Interests, charges an14 other encumbrances, and such vesting shall be exempt from any stamp, real estate transfer, mortgag15 16 reporting, sales, use or other similar tax. To the extent that there is a conflict between the terms an17 conditions of the Liquidating Trust Agreement and the Plan, the terms and conditions of the Plan sha18 govern. 19 100. On the Effective Date, the Liquidating Trust Manager is authorized, empowered, an20 directed to take any and all actions necessary or appropriate to implement, effectuate, and consummat21 the Plan, the Liquidating Trust Agreement, and this Order, and the transactions respectivel22 23 contemplated in those documents, or otherwise perform his duties as Liquidating Trust Manag24 outlined in the Liquidating Trust Agreement, and shall be designated as the representative of th25 Estates for purposes of prosecuting the Liquidating Trust Causes of Action consistent with the Pla26 the Liquidating Trust Agreement, and this Order. 27

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1 101. Without limiting the generality of the foregoing, the Liquidating Trust Manager shal2 pursuant to the terms and conditions of the Liquidating Trust Agreement, (a) hold, administer an3 prosecute the assets of the Wave Computing Liquidating Trust and any proceeds thereof; (b) have th4 power and authority to retain, as an expense of the Wave Computing Liquidating Trust, attorney5 advisors, other professionals and employees as may be appropriate to perform the duties required 6 the Liquidating Trust Manager under the Liquidating Trust Agreement; (c) make distributions a7 8 provided in the Liquidating Trust Agreement; and (d) provide periodic reports and updates regardin9 the status of the administration of the Wave Computing Liquidating Trust as provided in th10 Liquidating Trust Agreement. 11 102. On the Effective Date, (i) the GUC Loan; and (ii) subject to the releases and exculpation12 set forth herein (including the Debtor Release and the Third Party Release), each of the Causes 13 Action (other than the right to object to or otherwise contest Claims or Interests, which shall vest i14 the Reorganized Debtors) and Avoidance Actions that are not released or waived pursuant to the Pla15 16 shall automatically vest in the Wave Computing Liquidating Trust for the benefit of the Liquidatin17 Trust Beneficiaries. On the Effective Date, standing to commence, prosecute and compromise a18 Causes of Actions (other than the right to object to or otherwise contest Claims or Interests) an19 Avoidance Actions vesting in the Estates shall transfer to the Liquidating Trust Manager and/or th20 Wave Computing Liquidating Trust free and clear of all Liens, Claims, Interests, charges and oth21 encumbrances except as set forth herein. 22 23 103. On the Effective Date, (i) the GUC Loan; and (ii) subject to the releases and exculpation24 set forth herein (including the Debtor Release and the Third Party Release), each of the Causes 25 Action (other than the right to object to or otherwise contest Claims or Interest, which shall vest in th26 Reorganized Debtors) and Avoidance Actions that are not released or waived pursuant to the Pla27 shall automatically vest in the Wave Computing Liquidating Trust for the benefit of the Liquidatin

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1 Trust Beneficiaries. On the Effective Date, standing to commence, prosecute and compromise a 2 Causes of Actions (other than the right to object to or otherwise contest Claims or Interests) an 3 Avoidance Actions vesting in the Estates shall transfer to the Liquidating Trust Manager and/or th 4 Wave Computing Liquidating Trust free and clear of all Liens, Claims, Interests, charges an5 encumbrances except as set forth herein. 6 104. The primary right to object to or otherwise contest Claims or Interests shall be retaine7 8 by the Reorganized Debtors, except as otherwise agreed between the Reorganized Debtors and th 9 Liquidating Trust Manager in writing. If the Reorganized Debtors do not object to or otherwise conte10 a Claim, the Wave Computing Liquidating Trust shall have standing and the right to file and prosecut11 such a Claim objection, and in all circumstances, the Wave Computing Liquidating Trust shall hav12 the right to join in any claim objection filed by or pursued by the Reorganized Debtors. 13 105. The Liquidating Trust Manager shall, with the majority consent of the Liquidating Tru14 Advisory Board, be entitled to use the Restructuring Liquidating Trust Expense Advance as a15 16 advance against Liquidating Trust Expenses. The Liquidating Trust Administration Reserve shall b17 funded on the Effective Date in the amount of $1 million, which amount may be funded, in whole 18 in part, from the $1 million prepayment of the GUC Loan or, in whole or in part, from the GU19 Account Receivables (which $1 million shall constitute part of the Liquidating Trust Expens20 Advance). The proceeds of the Liquidating Trust Assets realized by the Wave Computing Liquidatin21 Trust shall be used to repay the Restructuring Liquidating Trust Expense Advance to Holders 22 23 Allowed General Unsecured Claims on a Pro Rata basis until the Restructuring Liquidating Tru24 Expense Advance has been repaid in full. Until the Restructuring Liquidating Trust Expense Advanc25 has been repaid in full, no proceeds of the Liquidating Trust Assets realized by the Wave Computin26 Liquidating Trust shall be used to repay, or deemed to repay, any portion of the GUC Loan (other tha27 the Liquidating Trust Expense Advance) or the Excess General Unsecured Claim Amount.

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1 X. Senior Secured Note 2 106. On or before the Effective Date, the applicable Reorganized Debtors shall enter into th 3 Senior Secured Note, including any documents (including, without limitation, UCC-1 financin4 statements and intellectual property security agreements) as necessary or reasonably desirable t5 establish and perfect the Liens and security interests granted to Tallwood Technology Partners LL6 pursuant to the Secured Subordinated Note in the absence of the Plan and Confirmation Orde 7 Confirmation shall be deemed approval of the Senior Secured Note (including the transaction8 9 contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to b10 incurred and fees paid by the Debtors or the Reorganized Debtors in connection therewith), to th11 extent not approved by the Court previously, and the Debtors or Reorganized Debtors are authorize12 to execute and deliver those documents necessary or appropriate to consummate the Senior Secure13 Note (including any documents required to be delivered thereunder) without further notice to or ord14 of the Court, act or action under applicable law, regulation, order, or rule or vote, consen15 authorization, or approval of any Person, subject to such modifications as may be agreed between th16 17 Debtors or Reorganized Debtors and Tallwood Technology Partners LLC. 18 107. The applicable Debtors or Reorganized Debtors and Tallwood Technology Partners LL19 shall be authorized to execute all documents (including, without limitation, deposit account contr20 agreements), make all filings and recordings (including, without limitation, filing of UCC-1 financin21 statements and intellectual property security filings) and to obtain all governmental approvals an22 consents as would be necessary to establish and perfect the Liens and security interests granted t23 24 Tallwood Technology Partners LLC pursuant to the Senior Secured Note under the provisions of th25 applicable state, federal, or other law that would be applicable in the absence of the Plan and th26 Confirmation Order. 27

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1 XI. Secured Subordinated Note 2 108. On or before the Effective Date, the applicable Reorganized Debtors shall enter into th 3 Secured Subordinated Note, including any documents (including, without limitation, UCC-1 financin4 statements and intellectual property security agreements) as necessary or reasonably desirable t5 establish and perfect the Liens and security interests granted to Tallwood Technology Partners LL6 pursuant to the Secured Subordinated Note in the absence of the Plan and Confirmation Orde 7 Confirmation shall be deemed approval of the Secured Subordinated Note (including the transaction8 9 contemplated thereby, and all actions to be taken, undertakings to be made, and obligations to b10 incurred and fees paid by the Debtors or the Reorganized Debtors in connection therewith), to th11 extent not approved by the Court previously, and the Debtors or Reorganized Debtors are authorize12 to execute and deliver those documents necessary or appropriate to consummate the Secure13 Subordinated Note (including any documents required to be delivered thereunder) without furth14 notice to or order of the Court, act or action under applicable law, regulation, order, or rule or vot15 consent, authorization, or approval of any Person, subject to such modifications as may be agree16 17 between the Debtors or Reorganized Debtors and Tallwood Technology Partners LLC. 18 109. The applicable Debtors or Reorganized Debtors and Tallwood Technology Partners LL19 shall be authorized to execute all documents (including, without limitation, deposit account contr20 agreements), make all filings and recordings (including, without limitation, filing of UCC-1 financin21 statements and intellectual property security filings) and to obtain all governmental approvals an22 consents as would be necessary to establish and perfect the Liens and security interests granted t23 24 Tallwood Technology Partners LLC pursuant to the Secured Subordinated Note under the provision25 of the applicable state, federal, or other law that would be applicable in the absence of the Plan an26 the Confirmation Order. 27

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1 XII. GUC Loan 2 110. On or before the Effective Date, the applicable Reorganized Debtors shall execute th 3 GUC Loan, and any documents (including, without limitation, UCC-1 financing statements an4 intellectual property security agreements) as necessary or reasonably desirable to establish and perfe5 the Liens and security interests granted to the Wave Computing Liquidating Trust pursuant to the GU 6 Loan in the absence of the Plan and Confirmation Order. Within the timeframe required by the GU 7 Loan, the applicable Reorganized Debtors shall execute and deliver to the Wave Computin8 9 Liquidating Trust deposit account control agreements with respect to deposit accounts in the name 10 the applicable Reorganized Debtors as are required to be delivered under the GUC Loan. Confirmatio11 shall be deemed approval of the GUC Loan (including the transactions contemplated thereby, and a12 actions to be taken, undertakings to be made, and obligations to be incurred and fees paid by th13 Debtors or the Reorganized Debtors in connection therewith), to the extent not approved by the Cou14 previously, and the Debtors or Reorganized Debtors are authorized to execute and deliver thos15 documents necessary or appropriate to consummate the GUC Loan (including any documents require16 17 to be delivered thereunder) without further notice to or order of the Court, act or action und18 applicable law, regulation, order, or rule or vote, consent, authorization, or approval of any Perso19 subject to such modifications as may be agreed between the Debtors or Reorganized Debtors and th20 Liquidating Trust Manager. 21 111. The applicable Debtors or Reorganized Debtors and the Wave Computing Liquidatin22 Trust shall be authorized to execute all documents (including, without limitation, deposit accou23 24 control agreements), make all filings and recordings (including, without limitation, filing of UCC-25 financing statements and intellectual property security filings) and to obtain all government26 approvals and consents as would be necessary or desirable to establish and perfect the Liens an27 security interests granted to the Wave Computing Liquidating Trust pursuant to the GUC Loan unde

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1 the provisions of the applicable state, federal, or other law that would be applicable in the absence 2 the Plan and the Confirmation Order. 3 112. Notwithstanding Paragraph Error! Reference source not found. of this Confirmatio 4 Order, perfection of the Liens and security interests granted to the Liquidating Trust pursuant to th 5 GUC Loan shall occur automatically by virtue of the entry of this Confirmation Order, and any filing6 recordings, approval and consents referenced in Paragraph Error! Reference source not found. o7 8 this Confirmation Order shall not be required. 9 XIII. No Action. 10 113. Pursuant to the appropriate provisions of section 303 of the Delaware Gener11 Corporation Law and any comparable provision of the business corporation, limited liability compan12 or limited partnership laws of any other state, as applicable, and section 1142(b) of the Bankruptc13 Code, no action of the equity holders, members, managers, or directors of the Debtors or Reorganize14 Debtors shall be required to authorize the Debtors or the Reorganized Debtors to enter into, execut15 deliver, file, adopt, amend, restate, consummate, or effectuate, as the case may be, the Plan and an16 17 contract, assignment, certificate, instrument, or other document to be executed, delivered, file18 adopted, amended, restated, consummated, or effectuated, as the case may be, in connection wit19 implementation of the Plan. 20 XIV. Immediate Binding Effect. 21 114. On the date of and after entry of this Confirmation Order and subject to the occurrence 22 the Effective Date, the terms of the Plan, the final versions of the documents contained in the Pla23 Supplements, and any documents related or ancillary thereto and this Confirmation Order shall b24 25 immediately effective and enforceable and not subject to avoidance, recharacterization or oth26 challenge, legal or otherwise, and deemed binding upon the Debtors or the Reorganized Debtors, a27 applicable, any and all Holders of Claims or Interests (whether or not Impaired under the Plan an

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1 whether or not such Holders have accepted or rejected the Plan or affirmatively voted to reject th 2 Plan), all Entities that are parties to or are subject to the releases, discharges, exculpations, an3 injunctions described in the Plan, each Entity acquiring property under the Plan or this Confirmatio 4 Order, and any and all non-Debtor parties to Executory Contracts and Unexpired Leases with th 5 Debtors. All Claims and debts shall be as fixed, adjusted, or compromised, as applicable, pursuant t6 the Plan regardless of whether any Holder of a Claim or debt has voted on the Plan. 7 8 115. Pursuant to section 1141 of the Bankruptcy Code, subject to the occurrence of th 9 Effective Date and subject to the terms of the Plan and this Confirmation Order, all prior orders entere10 in these Chapter 11 Cases, all documents and agreements executed by the Debtors as authorized an11 directed thereunder and all motions or requests for relief by the Debtors pending before this Court a12 of the Effective Date shall be binding upon and shall inure to the benefit of (i) the Debtors and/or th13 Reorganized Debtors, as applicable (ii) the Wave Computing Liquidating Trust; (iii) any and a14 Holders of Claims or Interests (irrespective of whether any of such Claims or Interests are Impaire15 16 under the Plan or whether the Holders of such Claims or Interests accepted, rejected or are deemed t17 have accepted or rejected the Plan, or whether such Holders filed a proof of claim or interest in th18 Chapter 11 Cases); (iv) any other Entity giving, acquiring or receiving property under the Combine19 Disclosure Statement and Plan; (v) any and all non-Debtor Parties to any Executory Contract; (vi) th20 Liquidating Trust Manager, in its capacity as such; and (vii) the respective Affiliates, officer21 directors, agents, representatives, attorneys, beneficiaries, successors or assigns, if any, or any Entit22 23 claiming by, through or in the right of such Entity, of any of the foregoing. 24 XV. Effectiveness of All Actions 25 116. Except as set forth in the Plan, all actions authorized to be taken pursuant to the Plan sha26 be effective on, before, or after the Effective Date pursuant to this Confirmation Order, without furth27 application to, or order of the Court, or further action by the Debtors and/or the Reorganized Debtor

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1 and their respective directors, officers, members, or equity holders, and with the effect that suc2 actions had been taken by unanimous action of such officers, directors, managers, members, or equit3 holders. 4 117. After the Confirmation Date, the Debtors shall be permitted to perform all transitio5 services pursuant to the Restructuring, as well as perform services relating to the Reorganized Debtor6 and adjudication and resolution of claims, and may make payments to employees pursuant t7 8 employment programs then in effect without any further notice to or action, order, or approval of th 9 Court. 10 XVI. Implementation of the Plan. 11 118. The provisions of Article IV of the Plan governing the means for implementation of th12 Plan are hereby approved in their entirety. Prior to, on, and after the Effective Date, the Debtors an13 the Reorganized Debtors, and the directors, managers, officers, and authorized persons thereof, ar14 authorized to and may issue, execute, deliver, file or record such contracts, instruments, releases, an15 other agreements and documents and take such actions may be necessary or appropriate to effectuat16 17 implement, and further evidence the terms and provisions of the Plan without the need for any furth18 approvals, authorizations, or consents except for those expressly required pursuant to the Plan. 19 XVII. Exemption from Certain Transfer Taxes. 20 119. To the fullest extent permitted by section 1146(a) of the Bankruptcy Code, any transfer21 (whether from a Debtor to a Reorganized Debtor or to any other Person) of property under the Plan o22 pursuant to: (a) the issuance, distribution, transfer, or exchange of any debt, equity Security, or othe23 interest in the Debtors or the Reorganized Debtors; (b) the Restructuring; (c) the creatio24 25 modification, consolidation, termination, refinancing, and/or recording of any mortgage, deed of trus26 or other security interest, or the securing of additional indebtedness by such or other means; (d) th27 making, assignment, or recording of any lease or sublease; or (e) the making, delivery, or recording

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1 any deed or other instrument of transfer under, in furtherance of, or in connection with, the Pla2 including any deeds, bills of sale, assignments, or other instrument of transfer executed in connectio3 with any transaction arising out of, contemplated by, or in any way related to the Plan, shall not b4 subject to any document recording tax, stamp tax, conveyance fee, intangibles or similar tax, mortgag5 tax, real estate transfer tax, personal property transfer tax, sales or use tax, mortgage recording ta 6 Uniform Commercial Code filing or recording fee, regulatory filing or recording fee, or other simil7 8 tax or governmental assessment, and upon entry of this Confirmation Order, the appropriate state 9 local governmental officials or agents shall forego the collection of any such tax or government10 assessment and accept for filing and recordation any of the foregoing instruments or other document11 without the payment of any such tax, recordation fee, or governmental assessment. All filing 12 recording officers (or any other Person with authority over any of the foregoing), wherever locate13 and by whomever appointed, shall comply with the requirements of section 1146(a) of the Bankruptc14 Code, shall forego the collection of any such tax or governmental assessment, and shall accept f15 16 filing and recordation any of the foregoing instruments or other documents without the payment 17 any such tax or governmental assessment. 18 XVIII. Preservation of Causes of Action and Settlement of Ordinary Litigation Claims. 19 120. Unless any Cause of Action against an Entity is expressly waived, relinquishe20 exculpated, released, compromised, or settled in the Plan or a Final Order, in accordance wit21 section 1123(b) of the Bankruptcy Code, the Debtors shall convey to the Wave Computing Liquidatin22 Trust and the Liquidating Trust Manager all rights to commence, prosecute, or settle, as appropriat23 24 any and all Causes of Action, whether arising before or after the Petition Date, which shall vest in th25 Wave Computing Liquidating Trust pursuant to the terms of the Plan; provided, however, that th26 primary right to object to or otherwise contest Claims or Interests shall be retained by the Reorganize27 Debtors. The Liquidating Trust Manager or the Reorganized Debtors, as applicable, may enforce a

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1 rights to commence, prosecute, or settle, as appropriate, any and all Causes of Action, whether arisin2 before or after the Petition Date, and the Liquidating Trust Manager’s or the Reorganized Debtor3 rights, as applicable, to commence, prosecute, or settle such Causes of Action shall be preserve4 notwithstanding the occurrence of the Effective Date. The Liquidating Trust Manager or th 5 Reorganized Debtors, as applicable, may, in its reasonable business judgment, pursue such Causes 6 Action and may retain and compensate professionals in the analysis or pursuit of such Causes of Actio7 8 to the extent the Liquidating Trust Manager or the Reorganized Debtors, as applicable, dee9 appropriate, including on a contingency fee basis. No Entity may rely on the absence of a specifi10 reference in the Plan or the Disclosure Statement to any Cause of Action against them as an11 indication that the Liquidating Trust Manager, the Debtors or the Reorganized Debtors, a12 applicable, will not pursue any and all available Causes of Action against it. The Liquidatin13 Trust Manager, the Debtors or the Reorganized Debtors, as applicable, expressly reserve a14 rights to prosecute any and all Causes of Action against any Entity, except as otherwise expressl15 16 provided in the Plan. Unless any Cause of Action against an Entity is expressly waived, relinquishe17 exculpated, released, compromised, or settled in the Plan or a Final Order, the Liquidating Tru18 Manager, the Debtors or the Reorganized Debtors, as applicable, expressly reserve all Causes 19 Action for later adjudication, and, therefore, no preclusion doctrine, including the doctrines of re20 judicata, collateral estoppel, issue preclusion, claim preclusion, estoppel (judicial, equitable, 21 otherwise), or laches, shall apply to such Causes of Action upon, after, or as a consequence of th22 23 Confirmation or Consummation. The Liquidating Trust Manager or the Reorganized Debtors, a24 applicable, shall have the exclusive right, authority, and discretion to determine and to initiate, fil25 prosecute, enforce, abandon, settle, compromise, release, withdraw, or litigate to judgment any suc26 Causes of Action, or to decline to do any of the foregoing, without the consent or approval of any thir27 party or any further notice to, or action, order, or approval of, the Bankruptcy Court.

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1 121. Discharge of Claims and Termination of Interests. Pursuant to section 1141(d) of th 2 Bankruptcy Code, and except as otherwise specifically provided in the Plan, this Confirmation Orde3 or in any contract, instrument, or other agreement or document created pursuant to the Plan, th4 distributions, rights, and treatment that are provided in the Plan shall be in complete satisfactio5 discharge, and release, effective as of the Effective Date, of Claims (including any Intercompan 6 Claims resolved or compromised after the Effective Date by the Reorganized Debtors), Interests, an7 8 Causes of Action of any nature whatsoever, including any interest accrued on Claims or Interests fro9 and after the Petition Date, whether known or unknown, against, liabilities of, Liens on, obligation10 of, rights against, and interests in, the Debtors or any of their assets or properties, regardless of wheth11 any property shall have been distributed or retained pursuant to the Plan on account of such Claim12 and Interests, including demands, liabilities, and Causes of Action that arose before the Effective Dat13 any liability (including withdrawal liability) to the extent such Claims or Interests relate to service14 performed by employees of the Debtors prior to the Effective Date and that arise from a terminatio15 16 of employment, any contingent or non-contingent liability on account of representations or warrantie17 issued on or before the Effective Date, and all debts of the kind specified in sections 502(g), 502(h18 or 502(i) of the Bankruptcy Code, in each case whether or not: (1) a Proof of Claim or Proof of Intere19 based upon such debt, right, or Interest is Filed or deemed Filed pursuant to section 501 of th20 Bankruptcy Code; (2) a Claim or Interest based upon such debt, right, or interest is Allowed pursua21 to section 502 of the Bankruptcy Code; or (3) the holder of such a Claim or Interest has accepted th22 23 Plan. This Confirmation Order shall be a judicial determination of the discharge of all Claims (oth24 than the Reinstated Claims) and Interests (other than the Intercompany Interests that are Reinstate25 subject to the occurrence of the Effective Date. 26 27

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1 XIX. Corporate Action. 2 122. On or after the Effective Date, all other actions contemplated by the Plan shall be deeme3 authorized, approved, and, to the extent taken prior to the Effective Date, ratified in all respects witho4 any requirement of further action by shareholders, members, creditors, directors, or managers of th 5 Debtors, the Reorganized Debtors, or any other Entity, including without limitation: (a) assumption 6 rejection, as applicable, of Executory Contracts; (b) the execution of and entry into the Exit Facilit7 the Senior Secured Note, the Secured Subordinated Note, the GUC Loan and the Intercredit8 9 Agreement; (c) the establishment of the Wave Computing Liquidating Trust and disbursements i10 accordance with the Liquidating Trust Agreement; and (d) all other acts or actions contemplated, 11 reasonably necessary or appropriate to promptly consummate the transactions contemplated by th12 Plan (whether to occur before, on, or after the Effective Date). All matters provided for in the Pla13 involving the company structure of the Debtors or the Reorganized Debtors, and any company actio14 required by the Debtors, the Reorganized Debtors or Wave Computing Liquidating Trust in connectio15 with the Plan (including the Liquidating Trust Agreement), shall be deemed to have timely occurre16 17 on, and shall be in effect as of, the Effective Date, without any requirement of further action by th18 security holders, directors, managers, authorized persons, or officers of the Debtors. 19 123. To the extent that any holder of a Secured Claim that has been satisfied o20 discharged in full pursuant to the Plan, or any agent for such holder, has filed or recorde21 publicly any Liens and/or security interests to secure such holder’s Secured Claim, then as soo22 as practicable on or after the Effective Date, such holder (or the agent for such holder) shall tak23 24 any and all steps requested by the Debtors, the Reorganized Debtors, Exit Lender or Liquidatin25 Trust Manager that are necessary or desirable to record or effectuate the cancellation and/o26 extinguishment of such Liens and/or security interests, including the making of any applicabl27 filings or recordings; providedthat the Reorganized Debtors shall be entitled to make any suc

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1 filings or recordings on such holder’s behalf. 2 124.Notwithstanding anything in the foregoing, the presentation or filing of thi 3 Confirmation Order to or with any federal, state, provincial, or local agency, records office, o4 department shall constitute good and sufficient evidence of, but shall not be required to effec5 the termination of such Liens. 6 XX. Continued Corporate Existence. 7 125. On and after the Effective Date, the Reorganized Debtors shall continue in existence f8 9 purposes detailed in the Plan and the Plan Supplements. The Reorganized Debtors or Wav10 Computing Liquidating Trust, as applicable, shall be deemed to be substituted as the party-in-lieu 11 the Debtors in all matters, including (i) motions, contested matters, and adversary proceedings pendin12 in the Bankruptcy Court, (ii) DIP Orders (as applicable), and (iii) all matters pending in any court13 tribunals, forums, or administrative proceedings outside of the Bankruptcy Court, in each case witho14 the need or requirement for the Reorganized Debtors or Liquidating Trust Manager, as applicable, t15 file motions or substitutions of parties or counsel in each such matter. 16 17 XXI. Vesting of Assets in the Reorganized Debtors. 18 126. Except as otherwise provided in the Plan, this Confirmation Order, the Liquidating Tru19 Agreement, or any agreement, instrument, or other document incorporated herein or therein, or an20 agreement, instrument, or other document incorporated in the Plan or the Plan Supplements, on th21 Effective Date, any assets of the Debtors remaining after effectuating the vesting of the Liquidatin22 Trust Assets in the Wave Computing Liquidating Trust shall vest in the Reorganized Debtors for th23 purpose of liquidating the Estates, free and clear of all Liens, Claims, Interests, charges, or oth24 25 encumbrances. On and after the Effective Date, except as otherwise provided for in the Plan, the DI26 Orders, or the Liquidating Trust Agreement, the Debtors and the Reorganized Debtors may operat27

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1 their business and use, acquire, or dispose of property, and compromise or settle any Claims, Interest2 or Causes of Action. 3 XXII. Professional Fee Claims. 4 127. All requests for payment of Professional Fee Claims for services rendered an5 reimbursement of expenses incurred prior to the Confirmation Date must be Filed no later than fort6 five (45) days after the Effective Date. The Bankruptcy Court shall determine the Allowed amount7 of such Professional Fee Claims after notice and a hearing in accordance with the procedure8 9 established by the Bankruptcy Court. The Reorganized Debtors shall pay the amounts of the Allowe10 Professional Fee Claims in Cash. 11 XXIII.Treatment of Executory Contracts and Unexpired Leases. 12 A. Assumption and Rejection of Executory Contracts. 13 128. The provisions governing the treatment of Executory Contracts set forth in Article V 14 the Plan, including the procedures regarding the resolution of any and all disputes concerning th15 assumption of such Executory Contracts, are hereby approved in their entirety. Pursuant and subje16 to Article V of the Plan, except as otherwise provided in the Plan or in this Confirmation Order, as o17 the Effective Date, each Executory Contract will be deemed assumed by the applicable Reorganize18 19 Debtor in accordance with the provisions and requirements of sections 365 and 1123 of the Bankruptc20 Code, other than those that: (a) are identified on the Rejected Executory Contracts Schedule; (21 previously expired or terminated pursuant to their own terms; (c) have been previously assumed 22 rejected by the Debtors pursuant to a Final Order; (d) are the subject of a motion to reject that i23 pending on the Effective Date; or (e) have an ordered or requested effective date of rejection that i24 after the Effective Date. 25 26 129. Such automatic assumption shall be effective without the need for any further notice t27 or action, order, or approval of the Bankruptcy Court, in accordance with the provisions an

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1 requirements of sections 365 and 1123 of the Bankruptcy Code, other than any Executory Contract2 that: (a) have been previously assumed, assumed and assigned, or rejected pursuant to a Bankruptc 3 Court order; (b) are the subject of a motion to assume, assume and assign, or reject such Executor 4 Contract that is pending on the Effective Date; or (c) are a contract, release, or other agreement 5 document entered into in connection with the Plan. The assumption or rejection of Executor 6 Contracts hereunder or under the Plan may include the assignment of certain of such contracts t7 8 Affiliates. This Confirmation Order will constitute an order of the Bankruptcy Court approvin9 subject to and upon the occurrence of the Effective Date, the above-described assumptions an10 assumptions and assignments, or rejections, as applicable. Any Filed motion to assume, assume an11 assign, or reject any Executory Contracts (or Filed objection with respect to the proposed assumptio12 and assignment of such contract) that is pending on the Effective Date shall be subject to approval b13 the Bankruptcy Court on or after the Effective Date by a Final Order but may be withdrawn, settle14 or otherwise prosecuted by the Reorganized Debtors or the Liquidating Trust Manager, with any suc15 16 disposition to be deemed to effect an assumption, assumption and assignment, or rejection, a17 applicable, as of the Effective Date. 18 130. Notwithstanding the rejection procedures contemplated in Article V of the Plan, th19 Reorganized Debtors shall not include any Executory Contracts with Nautech Corporation on an20 altered, amended, modified, or supplemented Rejected Executory Contracts Schedule. 21 B. Cure of Executory Contracts. 22 131. Resolution of Cures was subject to the procedures set forth in Section V.C of the Pla23 24 and applicable bankruptcy and non-bankruptcy law. Any additional disputed Cure amounts will b25 determined in accordance thereto. 26 132. Assumption of any Executory Contract pursuant to the Plan or otherwise and full payme27 of any applicable Cure pursuant to Section V.C of the Plan shall result in the full release an

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1 satisfaction of any Cures, Claims, or defaults, whether monetary or nonmonetary, including default2 of provisions restricting the change in control or ownership interest composition or other bankruptc3 related defaults, arising under any assumed Executory Contract at any time prior to the effective dat4 of assumption. Any and all Proofs of Claim based upon Executory Contracts that have been assume5 in the Chapter 11 Cases, including pursuant to this Confirmation Order, and for which any Cure ha6 been fully paid pursuant to Section V.D of the Plan, shall be deemed Disallowed and expunged as 7 8 the Effective Date without the need for any objection thereto or any further notice to or action, orde9 or approval of the Bankruptcy Court. 10 XXIV. Distributions under the Plan. 11 133. The provisions governing distributions contained in Article VI of the Plan are hereb12 approved in their entirety. 13 XXV. Procedures for Resolving Disputed Claims. 14 134. The procedures for resolving disputed claims contained in Article VIII of the Plan ar15 hereby approved in their entirety. The Debtors, the Reorganized Debtors, or Liquidating Tru16 Manager, as applicable, are authorized, consistent with the terms of the Plan and this Confirmatio17 18 Order, to settle, pay, or otherwise resolve Claims, and the Court shall, except as otherwise provided i19 the Plan or this Confirmation Order, retain jurisdiction to resolve, at the request of the Debtors or th20 Reorganized Debtors, any such Claims that the Debtor or Reorganized Debtor is unable to resolv21 consensually with the Holders thereof. 22 XXVI. Setoff and Recoupment. 23 135. Except as expressly provided in the Plan, each Reorganized Debtor may, pursuant t24 section 553 of the Bankruptcy Code, set off and/or recoup against any distributions to be made o25 26 account of any Allowed Claim, any and all claims, rights, and Causes of Action that such Reorganize27 Debtor may hold against the Holder of such Allowed Claim to the extent such setoff or recoupment i

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1 either (1) agreed in amount among the relevant Reorganized Debtor(s) and the Holder of the Allowe 2 Claim or (2) otherwise adjudicated by the Bankruptcy Court or another court of compete3 jurisdiction; provided, however, that neither the failure to effectuate a setoff or recoupment nor th4 allowance of any Claim hereunder shall constitute a waiver or release by a Reorganized Debtor, or it5 successor of any and all claims, rights, and Causes of Action that such Reorganized Debtor, or it6 successor may possess against the applicable Holder. In no event shall any Holder of a Claim b7 8 entitled to recoup such Claim against any claim, right, or Cause of Action of the Debtors or th 9 Reorganized Debtors as applicable, unless such Holder actually has performed such recoupment i10 advance writing with consents or Court authority and in accordance with the Plan on or before th11 Effective Date, notwithstanding any indication in any Proof of Claim or otherwise that such Hold12 asserts, has, or intends to preserve any right of recoupment. Notwithstanding the foregoing, there sha13 be no setoffs or recoupments with respect to the GUC Loan. 14 XXVII. Term of Injunctions or Stays. 15 136. All injunctions or stays contained in the Plan or this Confirmation Order shall remain i16 17 full force and effect without limit to duration. 18 XXVIII. Cancellation of Existing Agreements and Interests. 19 137. On the Effective Date, except with respect to the extent otherwise provided in th20 Liquidating Trust Agreement, the Plan, or this Confirmation Order, all notes, instruments, certificate21 and other documents evidencing Claims or Interests, including credit agreements and indentures, sha22 be cancelled and the obligations of the Debtors and any non-Debtor Affiliate thereunder or in any wa23 related thereto shall be deemed satisfied in full, cancelled, discharged, and of no force or effec24 25 Holders of or parties to such cancelled instruments, securities, and other documentation will have n26 rights arising from or relating to such instruments, securities, and other documentation, or th27 cancellation thereof, except the rights provided for pursuant to the Plan.

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1 138. Notwithstanding the foregoing but subject to any applicable provisions of Article VI o2 the Plan, the PSA, the Final DIP Order, or the DIP Credit Agreement, the DIP Documents sha3 continue in effect solely to the extent necessary to: (1) permit Holders of Claims under the DIP Cred 4 Agreement to receive their respective Plan Distributions, as applicable; (2) permit the Reorganize 5 Debtors and the DIP Agent to make or assist in making, as applicable, Plan Distributions on accou6 of the DIP Credit Agreement and deduct therefrom such reasonable compensation, fees, and expense7 8 due to or incurred by the DIP Agent in making such Plan Distributions; and (3) permit the DIP Age9 to seek compensation and/or reimbursement of fees and expenses in accordance with the terms of th10 Plan. Except as provided in the Plan (including Article VI of the Plan), on the Effective Date, the DI11 Agent and its agents, successors, and assigns shall be automatically and fully discharged of all of the12 duties and obligations associated with the DIP Credit Agreement. The commitments and obligation13 (if any) of the DIP Lender to extend any further or future credit or financial accommodations to an14 of the Debtors, any of their respective subsidiaries, or any of their respective successors or assign15 16 under the DIP Credit Agreement shall fully terminate and be of no further force or effect on th17 Effective Date. 18 XXIX.Payment of Statutory Fees. 19 139. All fees payable pursuant to section 1930(a) of the Judicial Code, and any intere20 accruing thereon pursuant to 31 U.S.C. § 3717, shall be paid by each of the Reorganized Debtors f21 each quarter (including any fraction thereof) until the Chapter 11 Cases are converted, dismissed, 22 closed, whichever occurs first. 23 XXX. Retention of Jurisdiction. 24 25 140. Notwithstanding the entry of this Confirmation Order, the occurrence of the Effectiv26 Date, or the closing of the Chapter 11 Cases, and without limiting any other retention of jurisdictio27 set forth in this Confirmation Order, pursuant to sections 105 and 1142 of the Bankruptcy Code, th

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1 Court, except as otherwise explicitly provided in the Plan or this Confirmation Order, shall retai2 jurisdiction over all matters arising out of, and related to, the Chapter 11 Cases to the fullest exte3 permitted by law, including, but not limited to, jurisdiction over the matters set forth in Article XII o4 the Plan. 5 XXXI. Reports. 6 141. After the Effective Date of the Plan, the Debtors have no obligation to file with the Cou7 or serve on any parties reports that the Debtors were obligated to file under the Bankruptcy Code or 8 9 Court order, including monthly operating reports (even for those periods for which a monthl10 operating report was not filed before such Effective Date), ordinary course professional reports, an11 monthly or quarterly reports for Professionals; provided, however, that the Debtors will comply wit12 the U.S. Trustee’s quarterly reporting requirements. From Confirmation through the Effective Dat13 of the Plan, the Debtors will file such reports as are required under the Bankruptcy Local Rules. 14 XXXII. Closing of Chapter 11 Cases. 15 142. The Reorganized Debtors shall, promptly after the full administration of the Chapter 116 Cases, file with the Bankruptcy Court all documents required by Bankruptcy Rule 3022 and an17 18 applicable order of the Bankruptcy Court to close the Chapter 11 Cases, provided, as of the Effectiv19 Date, the Reorganized Debtors may submit separate orders to the Bankruptcy Court under certificatio20 of counsel previously provided to the U.S. Trustee closing certain individual Chapter 11 Cases an21 changing the caption of the Chapter 11 Cases accordingly. Any request for such relief shall be mad22 on motion served on the U.S. Trustee, and the Bankruptcy Court shall rule on such request after notic23 and a hearing. Upon the filing of a motion to close the last Chapter 11 Case remaining open, th24 25 Reorganized Debtors shall file a final report with respect to all of the Chapter 11 Cases pursuant t26 Local Rule 3022-1(c). 27

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1 143. When all Disputed Claims have become Allowed or Disallowed and all remaining Cas2 has been distributed in accordance with the Plan, the Reorganized Debtors shall seek authority fro3 the Bankruptcy Court to close the Chapter 11 Cases of the Debtors in accordance with the Bankruptc 4 Code and the Bankruptcy Rules. 5 XXXIII. Resolutions to Objections and Comments of Certain Non-Debtor Entities 6 144. Provisions Regarding Drawbridge 3201 Scott, LLC. Notwithstanding anything herei 7 Section V.H of the Plan is approved subject to the addition of the following provision: 8 9 For the avoidance of doubt, and notwithstanding anything to the contrary herein, effective on the Effective Date, MIPS Tech, LLC 10 (whether as a Reorganized Debtor in the event of a Restructuring, or as a Wind-Down Debtor in the event of an Asset Sale in which the 11 Postpetition Drawbridge Lease is not assigned to the Purchaser) shall be bound by and will perform the obligations of MIPS Tech, LLC under 12 the Postpetition Drawbridge Lease accruing or arising prior to and after 13 the Effective Date in accordance with the terms of the Postpetition Drawbridge Lease. Further, and notwithstanding the vesting of assets 14 of the Debtors otherwise provided for under this Plan, Drawbridge 3201 Scott, LLC, as landlord under the Postpetition Drawbridge Lease, shall 15 retain the security deposit paid thereunder and shall be entitled to use, apply or otherwise exercise its rights to such security deposit after the 16 Effective Date pursuant to the terms of the Postpetition Drawbridge 17 Lease, including with respect to obligations that arise under the Postpetition Drawbridge Lease before or after the Effective Date, but 18 subject to the right of MIPS Tech, LLC, as Reorganized Debtor or Wind-Down Debtor, as applicable, to the return of the remaining 19 balance of such security deposit in accordance with the terms of the 20 Postpetition Drawbridge Lease; provided, however, that in no event shall any portion of the security deposit be used to pay or otherwise 21 satisfy any claims arising before the Petition Date. 22 XXXIV. Directors and Officers of Reorganized Debtors. 23 145. The members of Wave Computing’s Board of Directors will be deemed to have resigne24 as directors as of the Effective Date. The members of the New Board shall be appointed in accordanc25 with Article IV.E.8 of the Plan and the terms provided in the Plan Supplements. From and after th26 Effective Date, each director, officer, or manager of the Reorganized Debtors shall serve pursuant t27

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1 the terms of their respective charters and by-laws or other formation and constituent documents, an2 applicable laws of the respective Reorganized Debtor’s jurisdiction of formation. 3 XXXV. Employee Obligations. 4 146. Except as otherwise provided in the Plan or the Plan Supplements, the Reorganize 5 Debtors shall honor the Debtors’ written contracts, agreements, policies, programs, plans, an 6 Insurance Policies for, among other things, compensation, reimbursement, indemnity, health car7 benefits, disability benefits, vacation and sick leave benefits, workers’ compensation claims, saving8 9 severance benefits, including in the event of a change of control, retirement benefits, welfare benefit10 relocation programs, certain grandfathered benefits, life insurance and accidental death an11 dismemberment insurance, including written contracts, agreements, policies, and programs; provide12 that the consummation of the transactions contemplated herein shall not constitute a “change i13 control” with respect to any of the foregoing arrangements. To the extent that Insurance Policie14 programs, and plans are Executory Contracts, pursuant to sections 365 and 1123 of the Bankruptc15 Code, except as set forth in the Plan Supplements, each of them will be deemed assumed as of th16 17 Effective Date and assigned to the Reorganized Debtors. 18 XXXVI. Governmental Approvals Not Required. 19 147. Except as otherwise specifically provided herein, this Confirmation Order shall constitut20 all approvals and consents required, if any, by the laws, rules or regulations of any state or any oth21 governmental authority with respect to the implementation or consummation of the Plan and th22 Disclosure Statement, and any documents, instruments or agreements, and any amendments 23 modifications thereto, and any other acts referred to in or contemplated by the Plan, the Disclosur24 25 26 27

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1 Statement and any documents, instruments or agreements, and any amendments or modification2 thereto. 3 XXXVII. Post-Confirmation Notices and Bar Dates. 4 148. Pursuant to Bankruptcy Rules 2002 and 3020(c), no later than seven (7) days after th 5 Effective Date, the Reorganized Debtors must cause notice of Confirmation and occurrence of th 6 Effective Date (the “Notice of Effective Date”) to be served by United States mail, first-class postag7 prepaid, by hand, or by overnight courier service to all parties served with the Confirmation Hearin8 9 Notice. 10 149. The Notice of Effective Date will have the effect of an order of the Court, will constitut11 sufficient notice of the entry of this Confirmation Order to filing and recording officers, and will be 12 recordable instrument notwithstanding any contrary provision of applicable non-bankruptcy law. 13 150. Except as otherwise provided in the Plan, requests for payment of General Administrativ14 Claims must be Filed and served on the Debtors, the Reorganized Debtors, no later than th15 Administrative Claims Bar Date applicable to the Debtor against whom the General Administrativ16 17 Claim is asserted pursuant to the procedures specified in this Confirmation Order and the notice of th18 Effective Date. Subject to further order of the Bankruptcy Court, Holders of General Administrativ19 Claims that are required to File and serve a request for payment of such General Administrative Claim20 by the Administrative Claims Bar Date that do not File and serve such a request by the Administrativ21 Claims Bar Date shall be forever barred, estopped, and enjoined from asserting such Gener22 Administrative Claims against the Debtors, the Reorganized Debtors, or their respective property an23 24 such General Administrative Claims shall be deemed forever discharged and released as of th25 Effective Date. Subject to further order of the Bankruptcy Court, any requests for payment of Gener26 Administrative Claims that are not properly Filed and served by the Administrative Claims Bar Dat27

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1 shall not appear on the Claims Register and shall be disallowed automatically without the need f2 further action by the Debtors or the Reorganized Debtors, or further order of the Bankruptcy Court. 3 XXXVIII. Plan and Confirmation Order Nonseverable and Mutually Dependent. 4 151. The provisions of the Plan and this Confirmation Order, including the findings of fact an5 conclusions of law set forth herein, are nonseverable and mutually dependent. 6 XXXIX. Post-Confirmation Modifications. 7 152. Subject to the limitations set forth in the Plan, after entry of this Confirmation Order b8 prior to the substantial consummation of the Plan the Debtors may alter, amend, or modify the Plan i9 10 accordance with section 1127(b) of the Bankruptcy Code; provided, however, that the Debtors sha11 file any such altered, amended or modified version of the Plan on the docket of the Chapter 11 Case12 concurrently with the Notice of Effective Date. The Debtors are authorized to make appropriat13 technical adjustments, remedy any defect or omission, or reconcile any inconsistencies in the Plan, th14 Plan Supplements, and this Confirmation Order. 15 XL. Confirmation Order Supersedes. 16 153. This Confirmation Order shall supersede any Court orders issued in the Chapter 11 Case17 prior to the Confirmation Date that may be inconsistent with this Confirmation Order, in each cas18 19 solely to the extent of the inconsistency. The Debtors are currently unaware of any inconsistency. 20 XLI. Conflicts Between This Confirmation Order and the Plan. 21 154. To the extent that any provision of the Disclosure Statement, Liquidating Tru22 Agreement, or any other order of the Court (other than this Confirmation Order) referenced in the Pla23 (or any exhibits, appendices, supplements, or amendments to any of the foregoing) conflicts with 24 is in any way inconsistent with any provision of the Plan, the Plan shall govern and control. To th25 extent that any provision in the Plan conflicts with or is in any way inconsistent with any provision 26 27 this Confirmation Order, this Confirmation Order shall govern and control.

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1 XLII. Recording. 2 155. The Debtors and the Reorganized Debtors are authorized to deliver a notice or short for3 of this Confirmation Order, with the Plan attached (in a form complying with any applicable non4 bankruptcy rules or regulations), to any state or local recording officer, and such officer shall acce5 for filing such documents or instruments without charging any stamp tax, recording tax, person6 property transfer tax, mortgage, or other similar tax. Such notice (a) shall have the effect of an ord7 of this Court and (b) shall constitute sufficient notice of the entry of this Confirmation Order to suc8 9 filing and recording officers. The Court specifically retains jurisdiction to enforce the foregoin10 direction, by contempt or otherwise. 11 XLIII. Documents, Mortgages, and Instruments. 12 156. Each federal, state, commonwealth, local, foreign, or other governmental agency i13 authorized to accept any and all documents, mortgages, and instruments necessary or appropriate t14 effectuate, implement, or consummate the Plan, the transactions contemplated thereby, and thi15 Confirmation Order. 16 XLIV. Substantial Consummation. 17 157. Substantial consummation of the Plan under section 1101(2) of the Bankruptcy Code sha18 19 be deemed to occur on the Effective Date. 20 XLV. Applicable Non-Bankruptcy Law. 21 158. Pursuant to sections 1123(a) and 1142(a) of the Bankruptcy Code, the provisions of thi22 Confirmation Order, the Plan and any related documents, or any amendments or modifications theret23 shall apply and are enforceable notwithstanding any otherwise applicable non-bankruptcy law. 24 XLVI. Waiver of Stay 25 159. The requirements under Bankruptcy Rule 3020(e) that an order confirming a Plan i26 stayed until the expiration of fourteen (14) days after entry of the order is hereby waived. Thi27 Confirmation Order is a Final Order and shall take effect immediately and shall not be stayed pursua

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1 to Bankruptcy Rules 3020(e), 6004(h), 6006(d), or 7062. The Debtors are authorized to consummat2 the Plan on any business day after entry of this Confirmation Order, subject to satisfaction or waiv3 (by the required parties) of the conditions set forth in Section X.B of the Plan. 4 XLVII. Effectiveness of Confirmation Order; Final Order. 5 160. For good cause shown, notwithstanding Bankruptcy Rules 3020(e) and 6004(h), or an6 other provision of the Bankruptcy Code or the Bankruptcy Rules, this Confirmation Order shall b7 effective immediately. This Confirmation Order shall be effective and enforceable immediately upo8 9 entry and its provisions shall be self-executing, and the period in which an appeal must be filed sha10 commence upon entry hereof. 11 12 ** END OF ORDER ** 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

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1 COURT SERVICE LIST 2 3 (cid:40)(cid:38)(cid:41)(cid:3)(cid:51)(cid:68)(cid:85)(cid:87)(cid:76)(cid:70)(cid:76)(cid:83)(cid:68)(cid:81)(cid:87)(cid:86)4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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