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Full title: Stipulation to Approve Document Stipulation and Proposed Order Continuing The Hearing on The Conditional Sale Motion Filed by Debtor Wave Computing, Inc. (RE: related document(s)1055 Motion to Sell Property Free and Clear Under 363(f) filed by Debtor Wave Computing, Inc., 1056 Declaration filed by Debtor Wave Computing, Inc., 1108 Objection filed by U.S. Trustee Office of the U.S. Trustee / SJ, 1123 Objection filed by Interested Party Drawbridge 3201 Scott, LLC, 1158 Reply filed by Debtor Wave Computing, Inc.). (Miller, Jeri) (Entered: 02/17/2021)

Document posted on Feb 16, 2021 in the bankruptcy, 7 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

1 This stipulation (the “Stipulation”) is entered into by and between Wave and its debt2 affiliates (as debtors and debtors-in-possession, collectively, the “Debtors”), a certain potenti3 purchaser (the “Stalking Horse Bidder”)2 and the Official Committee of Unsecured Creditors (th4 “Committee” and, together with the Debtors and the Stalking Horse Bidder, the “Parties” and, each 5 “Party”), by and through their respective undersigned counsel, to continue the hearing currentl6 scheduled for February 18, 2021 (the “Sale Hearing”) on the Debtors’ Motion for Entry of an Orde WHEREAS the Debtors’ strategy to maximize the value of the Debtors’ estates in theschapter 11 cases has been to pursue, on a dual-track basis, a potential restructuring of the company’13 current capital structure (the “Restructuring”) or a potential sale of substantially all of the Debtorassets (the “Assets”) to one or more third parties (any such sale, a “Sale”), as set forth in further deta14 in the Sixth Amended Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc. and ItDebtor Affiliates [Docket No. 1129] (as further amended from time to time, the “Plan”),3 and the Fift15 Amended Disclosure Statement for the Joint Chapter 11 Plan of Reorganization for Wave ComputinInc. and Its Debtor Affiliates [Docket No. 848] (the “Disclosure Statement”); 16 WHEREAS on December 17, 2020, the Bidding Procedures were approved, providing, amonother things, that (i) at the conclusion of the Auction, the Decision Maker (as defined in the Biddin20 Procedures) would identify the highest and otherwise best offer (the “Successful Bid”) and the nehighest or otherwise best offer (the “Backup Bid”); and (ii) if the Successful Bidder fails to perfor21 22 23 24 2 In accordance with the Order Granting the Motion of Debtors Pursuant to 11 U.S.C. § 105(a) an25 107(b) for Entry of an Order Authorizing the Debtors to File Under Seal the Debtors’ Unredacted BiProcedures MotionWHEREAS on January 15, 2021, the Debtors filed the Conditional Sale Motion seekin6 conditional approval of the Sale to the Stalking Horse Bidder pursuant to the terms of the StalkinHorse Agreement if the Restructuring cannot be timely consummated; 7 Except as expressly set forth in this Stipulation, nothing contained herein shall be a16 admission or a waiver of any substantive or procedural rights, remedies, claims, or defenses of any othe Parties, including the Parties’ right to seek further extensions or modification of the Plan, th17 Stalking Horse Agreement, the Sale Hearing and/or any related documents.

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1 SIDLEY AUSTIN LLP Samuel A. Newman (SBN 217042) 2 (sam.newman@sidley.com) Genevieve G. Weiner (SBN 254272) 3 (gweiner@sidley.com) Julia Philips Roth (SBN 324987) 4 (julia.roth@sidley.com) 555 West Fifth Street 5 Los Angeles, CA 90013 Telephone: 213.896.6000 6 Facsimile: 213.896.6600 7 SIDLEY AUSTIN LLP Charles M. Persons (admitted pro hac vice) 8 (cpersons@sidley.com) Juliana Hoffman (admitted pro hac vice) 9 (jhoffman@sidley.com) Jeri Leigh Miller (admitted pro hac vice) 10 (jeri.miller@sidley.com) 2021 McKinney Avenue, Suite 2000 11 Dallas, TX 75201 Telephone: 214.981.3300 12 Facsimile: 214.981.3400 13 Attorneys for Debtors and Debtors in Possession 14 UNITED STATES BANKRUPTCY COURT 15 NORTHERN DISTRICT OF CALIFORNIA 16 SAN JOSE DIVISION 17 18 In re: ) Case No. 20-50682 (MEH) ) 19 WAVE COMPUTING, INC., et al., ) Chapter 11 (Jointly Administered) ) 20 Debtors.1 ) STIPULATION AND PROPOSED ORDE ) 21 CONTINUING THE HEARING ON THE ) CONDITIONAL SALE MOTION 22 ) ) Related to Docket Nos.: 1055, 1056, 1108, 23 ) 1123, 1158 ) 24 ) [No Hearing Requested] ) 25 ) 26 1 The Debtors in these chapter 11 cases are Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, Inc27 Wave Computing (UK) Limited, Imagination Technologies, Inc., Caustic Graphics, Inc., and MIP28 Tech, LLC. The Debtors’ mailing address is 3201 Scott Blvd, Santa Clara, CA 95054.

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1 This stipulation (the “Stipulation”) is entered into by and between Wave and its debt2 affiliates (as debtors and debtors-in-possession, collectively, the “Debtors”), a certain potenti3 purchaser (the “Stalking Horse Bidder”)2 and the Official Committee of Unsecured Creditors (th4 “Committee” and, together with the Debtors and the Stalking Horse Bidder, the “Parties” and, each 5 “Party”), by and through their respective undersigned counsel, to continue the hearing currentl6 scheduled for February 18, 2021 (the “Sale Hearing”) on the Debtors’ Motion for Entry of an Orde 7 Conditionally (i) Authorizing the Sale of the Assets of the Debtors Free and Clear of All Liens, Claim 8 Encumbrances, and Other Interests, (ii) Approving the Stalking Horse Agreement, (iii) Authorizin9 the Assumption and Assignment of Executory Contracts and Unexpired Leases, and (iv) Grantin10 Related Relief [Docket No. 1055] (the “Conditional Sale Motion”). 11 RECITALS 12 WHEREAS the Debtors’ strategy to maximize the value of the Debtors’ estates in theschapter 11 cases has been to pursue, on a dual-track basis, a potential restructuring of the company’13 current capital structure (the “Restructuring”) or a potential sale of substantially all of the Debtorassets (the “Assets”) to one or more third parties (any such sale, a “Sale”), as set forth in further deta14 in the Sixth Amended Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc. and ItDebtor Affiliates [Docket No. 1129] (as further amended from time to time, the “Plan”),3 and the Fift15 Amended Disclosure Statement for the Joint Chapter 11 Plan of Reorganization for Wave ComputinInc. and Its Debtor Affiliates [Docket No. 848] (the “Disclosure Statement”); 16 WHEREAS upon receiving a competitive offer from the Stalking Horse Bidder in furtheranc17 of the Sale track, the Debtors filed the a motion [Docket No. 883] seeking approval of certain biddinprocedures (the “Bidding Procedures”) to govern an auction (the “Auction”) seeking the highest o18 otherwise best offer to purchase or reorganize the Debtors’ business; 19 WHEREAS on December 17, 2020, the Bidding Procedures were approved, providing, amonother things, that (i) at the conclusion of the Auction, the Decision Maker (as defined in the Biddin20 Procedures) would identify the highest and otherwise best offer (the “Successful Bid”) and the nehighest or otherwise best offer (the “Backup Bid”); and (ii) if the Successful Bidder fails to perfor21 22 23 24 2 In accordance with the Order Granting the Motion of Debtors Pursuant to 11 U.S.C. § 105(a) an25 107(b) for Entry of an Order Authorizing the Debtors to File Under Seal the Debtors’ Unredacted BiProcedures Motion [Docket No. 891] (the “Sealing Order”), the identity of the Stalking Horse Bidd26 is confidential. Parties in interest may request an unredacted version of the Stalking Horse Agreemepursuant to the procedures set forth in the Sealing Order. 27 3 Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them ithe Plan.

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1 the Decision Maker would be authorized, but not required, to deem the Backup Bid (which was nthe Successful Bid at the conclusion of the Auction) the new Successful Bid; 4 2 WHEREAS the Debtors commenced the Auction on December 21, 2020 and, in accordanc3 with the Bidding Procedures, at the conclusion of the auction on December 22, 2020, the Debtordesignated the Plan, as amended by the bid letter (the “Tallwood Plan Bid”) submitted by Tallwoo 4 Technology Partners, LLC (“Tallwood”), as the Successful Bid and the Stalking Horse Agreement athe Backup Bid; 5 WHEREAS on January 15, 2021, the Debtors filed the Conditional Sale Motion seekin6 conditional approval of the Sale to the Stalking Horse Bidder pursuant to the terms of the StalkinHorse Agreement if the Restructuring cannot be timely consummated; 7 WHEREAS, the Sale Hearing to approve the Conditional Sale Motion is currently schedule8 for February 18, 2021, at 10:15 a.m.;5 9 WHEREAS, on February 10, 2021, the Plan was confirmed, and the an amended ordconfirming the Plan was entered on February 16, 2021 [Docket No. 1172] (the “Confirmation Order”10 WHEREAS, in light of the entry of the Confirmation Order and the pending consummatio11 of the Plan, the Parties have conferred and agreed to continue the Sale Hearing to February 25, 202at 10:00 a.m. (Pacific Time), or a later date subject to the Court’s availability, all as more fully s12 forth herein and in the proposed order attached hereto as Exhibit A (the “Order”). 13 NOW THEREFORE, it is hereby stipulated and agreed by the Parties: 14 1. The Sale Hearing shall be continued to February 25, 2021 at 10:00 a.m. (PacifiTime) or a later date, subject to the Court’s availability. 15 2. Except as expressly set forth in this Stipulation, nothing contained herein shall be a16 admission or a waiver of any substantive or procedural rights, remedies, claims, or defenses of any othe Parties, including the Parties’ right to seek further extensions or modification of the Plan, th17 Stalking Horse Agreement, the Sale Hearing and/or any related documents. 18 3. The Court shall retain jurisdiction with respect to all matters arising from or related tthe implementation, interpretation, or enforcement of this Stipulation and the Order. 19 20 21 22 23 24 4 See Order (I) Approving Bidding Procedures in Connection With the Sale of Substantially All of thDebtors Assets; (II) Approving Procedures for the Assumption and Assignment of Executory Contract25 and Unexpired Leases; and (III) Granting Related Relief [Docket No. 940]. 26 5 See Notice of Hearing on Debtors' Motion for Entry of An Order Conditionally (i) Authorizing the Sale of the Assets of the Debtors Free and Clear of All Liens, Claims, Encumbrances, and Other 27 Interests, (ii) Approving the Stalking Horse Agreement, (iii) Authorizing the Assumption and Assignment of Executory Contract s and Unexpired Leases, and (iv) Granting Related Relief [Dock

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1 SO STIPULATED: 2 SIDLEY AUSTIN LLP HOGAN LOVELLS US LLP 3 By: /s/ Jeri Leigh Miller By: /s/ Edward J. McNeilly Samuel A. Newman Richard L. Wynne 4 Jeri Leigh Miller Edward J. McNeilly 5 Attorneys for the Debtors and Debtors in Attorneys for the Committee 6 Possession 7 8 WHITE & CASE LLP 9 By: /s/ Laura L. Femino 10 Bojan Guzina 11 Laura L. Femino 12 Attorneys for the Stalking Horse Bidder 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27

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1 EXHIBIT A 2 Proposed Order 3 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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1 SIDLEY AUSTIN LLP Samuel A. Newman (SBN 217042) 2 (sam.newman@sidley.com) Genevieve G. Weiner (SBN 254272) 3 (gweiner@sidley.com) Julia Philips Roth (SBN 324987) 4 (julia.roth@sidley.com) 555 West Fifth Street 5 Los Angeles, CA 90013 Telephone: 213.896.6000 6 Facsimile: 213.896.6600 7 SIDLEY AUSTIN LLP Charles M. Persons (admitted pro hac vice) 8 (cpersons@sidley.com) Juliana Hoffman (admitted pro hac vice) 9 (jhoffman@sidley.com) Jeri Leigh Miller (admitted pro hac vice) 10 (jeri.miller@sidley.com) 2021 McKinney Avenue, Suite 2000 11 Dallas, TX 75201 Telephone: 214.981.3300 12 Facsimile: 214.981.3400 13 Attorneys for Debtors and Debtors in Possession 14 UNITED STATES BANKRUPTCY COURT 15 NORTHERN DISTRICT OF CALIFORNIA 16 SAN JOSE DIVISION 17 In re: ) Case No. 20-50682 (MEH) 18 ) WAVE COMPUTING, INC., et al., ) Chapter 11 (Jointly Administered) 19 ) Debtors.1 ) [PROPOSED] ORDER APPROVING 20 ) STIPULATION CONTINUING THE SAL HEARING ) 21 ) Related to Docket Nos.: 1055, 1056, 1108, 22 ) 1123, 1158 ) 23 ) [No Hearing Requested] ) 24 ) 25 26 1 The Debtors in these chapter 11 cases are Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, Inc27 Wave Computing (UK) Limited, Imagination Technologies, Inc., Caustic Graphics, Inc., and MIP28 Tech, LLC. The Debtors’ mailing address is 3201 Scott Blvd, Santa Clara, CA 95054.

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1 Upon the stipulation (the “Stipulation”)2 of the Debtors, the Stalking Horse Bidder, an 2 Committee, by and through their respective undersigned counsel; and the relief requested in th 3 Stipulation being in the best interests of the Debtors’ estates, their creditors and other parties i4 interest; and after due deliberation and sufficient cause appearing therefor, 5 IT IS HEREBY ORDERED THAT: 6 1. The Stipulation is approved. 7 4. The Sale Hearing is continued to February 25, 2021 at 10:00 a.m. (Pacific Time). 8 2. Except as expressly set forth in this Stipulation, nothing contained herein shall be a9 admission or a waiver of any substantive or procedural rights, remedies, claims, or defenses of any o10 the Parties, including their right to seek further extensions or modification of the Plan, the Stalkin11 12 Horse Agreement, the Sale Hearing and/or any related documents. 13 3. The Court shall retain jurisdiction to hear and determine all matters arising from or 14 related to the implementation, interpretation, or enforcement of the Stipulation or this Order. 15 ** END OF ORDER ** 16 17 18 19 20 21 22 23 24 25 26 27 2 Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to it ithe Stipulation.