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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., 1186 Stipulation to Approve Document filed by Debtor Wave Computing, Inc., 1187 Order on Stipulation). (Newman, Samuel) (Entered: 02/24/2021)

Document posted on Feb 23, 2021 in the bankruptcy, 7 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

This stipulation (the “Stipulation”) is entered into by and between Wave and its de2 affiliates (as debtors and debtors-in-possession, collectively, the “Debtors”), a certain poten3 purchaser (the “Stalking Horse Bidder”)2 and the Official Committee of Unsecured Creditors (4 “Committee” and, together with the Debtors and the Stalking Horse Bidder, the “Parties” and, eac5 “Party”), by and through their respective undersigned counsel, to continue the hearing curre6 scheduled for February 25, 2021 (the “Sale Hearing”) on the Debtors’ Motion for Entry of an Or WHEREAS upon receiving a competitive offer from the Stalking Horse Bidder in furthera17 of the Sale track, the Debtors filed the a motion [Docket No. 883] seeking approval of certain biddprocedures (the “Bidding Procedures”) to govern an auction (the “Auction”) seeking the highes18 otherwise best offer to purchase or reorganize the Debtors’ business; 19WHEREAS on December 17, 2020, the Bidding Procedures were approved, providing, amother things, that (i) at the conclusion of the Auction, the Decision Maker (as defined in the Bidd20 Procedures) would identify the highest and otherwise best offer (the “Successful Bid”) and the nhighest or otherwise best offer (the “Backup Bid”); and (ii) if the Successful Bidder fails to perfo21 22 23 24 2In accordance with the Order Granting the Motion of Debtors Pursuant to 11 U.S.C. § 105(a) 25 107(b) for Entry of an Order Authorizing the Debtors to File Under Seal the Debtors’ Unredacted Procedures Motion [Docket No. 891] (the “Sealing Order”), the identity of the Stalking Horse Bid26 is confidential.WHEREAS the Debtors commenced the Auction on December 21, 2020 and, in accorda3 with the Bidding Procedures, at the conclusion of the auction on December 22, 2020, the Debtdesignated the Plan, as amended by the bid letter (the “Tallwood Plan Bid”) submitted by Tallw 4 Technology Partners, LLC (“Tallwood”), as the Successful Bid and the Stalking Horse Agreementhe Backup Bid; 5

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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 ORD ) 21 CONTINUING THE HEARING ON TH ) CONDITIONAL SALE MOTION 22 ) ) Related to Docket Nos.: 1055, 1056, 1108, 23 ) 1123, 1158, 1186, 1187 ) 24 ) [No Hearing Requested] ) 25 ) 26 1 The Debtors in these chapter 11 cases are Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, I27 Wave Computing (UK) Limited, Imagination Technologies, Inc., Caustic Graphics, Inc., and M

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1 This stipulation (the “Stipulation”) is entered into by and between Wave and its de2 affiliates (as debtors and debtors-in-possession, collectively, the “Debtors”), a certain poten3 purchaser (the “Stalking Horse Bidder”)2 and the Official Committee of Unsecured Creditors (4 “Committee” and, together with the Debtors and the Stalking Horse Bidder, the “Parties” and, eac5 “Party”), by and through their respective undersigned counsel, to continue the hearing curre6 scheduled for February 25, 2021 (the “Sale Hearing”) on the Debtors’ Motion for Entry of an Or 7 Conditionally (i) Authorizing the Sale of the Assets of the Debtors Free and Clear of All Liens, Clai 8 Encumbrances, and Other Interests, (ii) Approving the Stalking Horse Agreement, (iii) Authoriz9 the Assumption and Assignment of Executory Contracts and Unexpired Leases, and (iv) Grant10 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 thchapter 11 cases has been to pursue, on a dual-track basis, a potential restructuring of the compan13 current capital structure (the “Restructuring”) or a potential sale of substantially all of the Debtassets (the “Assets”) to one or more third parties (any such sale, a “Sale”), as set forth in further de14 in the Sixth Amended Joint Chapter 11 Plan of Reorganization for Wave Computing, Inc. andDebtor Affiliates [Docket No. 1129] (as further amended from time to time, the “Plan”),3 and the F15 Amended Disclosure Statement for the Joint Chapter 11 Plan of Reorganization for Wave ComputiInc. and Its Debtor Affiliates [Docket No. 848] (the “Disclosure Statement”); 16 WHEREAS upon receiving a competitive offer from the Stalking Horse Bidder in furthera17 of the Sale track, the Debtors filed the a motion [Docket No. 883] seeking approval of certain biddprocedures (the “Bidding Procedures”) to govern an auction (the “Auction”) seeking the highes18 otherwise best offer to purchase or reorganize the Debtors’ business; 19 WHEREAS on December 17, 2020, the Bidding Procedures were approved, providing, amother things, that (i) at the conclusion of the Auction, the Decision Maker (as defined in the Bidd20 Procedures) would identify the highest and otherwise best offer (the “Successful Bid”) and the nhighest or otherwise best offer (the “Backup Bid”); and (ii) if the Successful Bidder fails to perfo21 22 23 24 2 In accordance with the Order Granting the Motion of Debtors Pursuant to 11 U.S.C. § 105(a) 25 107(b) for Entry of an Order Authorizing the Debtors to File Under Seal the Debtors’ Unredacted Procedures Motion [Docket No. 891] (the “Sealing Order”), the identity of the Stalking Horse Bid26 is confidential. Parties in interest may request an unredacted version of the Stalking Horse Agreempursuant 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 the

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1 the Decision Maker would be authorized, but not required, to deem the Backup Bid (which was the 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 accorda3 with the Bidding Procedures, at the conclusion of the auction on December 22, 2020, the Debtdesignated the Plan, as amended by the bid letter (the “Tallwood Plan Bid”) submitted by Tallw 4 Technology Partners, LLC (“Tallwood”), as the Successful Bid and the Stalking Horse Agreementhe Backup Bid; 5 WHEREAS on January 15, 2021, the Debtors filed the Conditional Sale Motion seek6 conditional approval of the Sale to the Stalking Horse Bidder pursuant to the terms of the StalkHorse Agreement if the Restructuring cannot be timely consummated; 7 WHEREAS, the Sale Hearing to approve the Conditional Sale Motion is currently schedu8 for February 25, 2021, at 10:00 a.m.;5 9 WHEREAS, on February 10, 2021, the Plan was confirmed, and the amended orconfirming the Plan was entered on February 16, 2021 [Docket No. 1172] (the “Confirmation Orde10 WHEREAS, in light of the entry of the Confirmation Order and the pending consummat11 of the Plan, the Parties have conferred and agreed to continue the Sale Hearing to March 4, 20210:00 a.m. (Pacific Time), or a later date subject to the Court’s availability, all as more fully set f12 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 March 4, 2021 at 10:00 a.m. (Pacific Tior a later date, subject to the Court’s availability. 15 2. Except as expressly set forth in this Stipulation, nothing contained herein shall be16 admission or a waiver of any substantive or procedural rights, remedies, claims, or defenses of anthe Parties, including the Parties’ right to seek further extensions or modification of the Plan, 17 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 relatethe implementation, interpretation, or enforcement of this Stipulation and the Order. 19 20 21 22 23 24 25 26 4 See Order (I) Approving Bidding Procedures in Connection With the Sale of Substantially All of Debtors Assets; (II) Approving Procedures for the Assumption and Assignment of Executory Contr27 and Unexpired Leases; and (III) Granting Related Relief [Docket No. 940].

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1 SO STIPULATED: 2 SIDLEY AUSTIN LLP HOGAN LOVELLS US LLP 3 By: /s/ Samuel A. Newman By: /s/ Edward J. McNeilly Samuel A. Newman Richard L. Wynne 4 Genevieve G. Weiner 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 Bojan Guzina 10 Laura L. Femino 11 Attorneys for the Stalking Horse Bidder 12 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

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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 SA HEARING ) 21 ) Related to Docket Nos.: 1055, 1056, 1108, 22 ) 1123, 1158, 1186, 1187 ) 23 ) [No Hearing Requested] ) 24 ) 25 26 1 The Debtors in these chapter 11 cases are Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, I27 Wave Computing (UK) Limited, Imagination Technologies, Inc., Caustic Graphics, Inc., and M

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1 Upon the stipulation (the “Stipulation”)2 of the Debtors, the Stalking Horse Bidder, 2 Committee, by and through their respective undersigned counsel; and the relief requested in 3 Stipulation being in the best interests of the Debtors’ estates, their creditors and other parties4 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 March 4, 2021 at 10:00 a.m. (Pacific Time). 8 2. Except as expressly set forth in this Stipulation, nothing contained herein shall be9 admission or a waiver of any substantive or procedural rights, remedies, claims, or defenses of an10 the Parties, including their right to seek further extensions or modification of the Plan, the Stalk11 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 or14 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 i