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Full title: Joinder Of Tallwood Technology Partners, LLC To (A) Debtors Emergency Motion For Order (I) Enforcing Protections Of 11 U.S.C. §§ 362 AND 525(a), And (II) Granting Related Relief And (B) Motion Of Debtors Pursuant To B.L.R. 9006-1 Requesting Order Shortening Time For Hearing On Debtors Emergency Motion For Order (I) Enforcing Protections Of 11 U.S.C. § § 362 And 525(a), And (II) Granting Related Relief (RE: related document(s)1192 Motion Miscellaneous Relief, 1201 Joinder). Filed by Creditor Tallwood Technology Partners, LLC (Harris, Robert) (Entered: 02/25/2021)

Document posted on Feb 24, 2021 in the bankruptcy, 3 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Secured creditor, DIP lender, and successful bidder after auction Tallwood Technology Part2 LLC (“Tallwood”)Relief [Docket No. 1192] (the “525(a) Motion”)2 and (ii) Motion of Debtors Pursuant to B.L.R. 9005 for Order Shortening Time for Hearing on Debtors’ Emergency Motion for Order (I) Enforcing 6 Effective Date and the Debtors entering into the contemplated Exit Facility (as such terms are defin15 the Plan), the Debtors must deliver certificates of good standing from the State of Delaware (the “G16 Standing Certificates”).3 Other financing documents implementing the Plan also require certificate 17 good standing for good reason: the hard-fought benefits and protections for which the Committee 18 negotiated would be undermined if left with the choice of waiving the good standing requirement or19 supporting a back-up bid that may yield less than half of the Plan’s dividend to creditors.Tallwood should not now be forced to decide23 whether to allow the sale to go to the back-up bidder or close a sale for entities not in good standing24 Delaware, limited in their ability to sue, to appear in court and potentially to fulfill their duties as 25 reorganized debtors under the Plan.

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1 Michael W. Malter (SBN 96533) Robert G. Harris (SBN 124678) 2 BINDER & MALTER, LLP 2775 Park Avenue 3 Santa Clara, CA 95050 Tel: (408) 295-1700 4 Fax: (408) 295-1531 Email: michael@bindermalter.com 5 Email: rob@bindermalter.com 6 Attorneys for Tallwood Technology Partners, LLC 7 8 UNITED STATES BANKRUPTCY COURT 9 NORTHERN DISTRICT OF CALIFORNIA 10 SAN JOSE DIVISION 11 Case No. 20-50682 MEH WAVE COMPUTING, INC., et al., 12 Chapter 11 (Jointly Administered) 13 Debtors1, JOINDER OF TALLWOOD TECHNOLOGY PARTNERS, LLC TO (A) DEBTORS’ 14 EMERGENCY MOTION FOR ORDER (I) 15 ENFORCING PROTECTIONS OF 11 U.S.C. 362 AND 525(a), AND (II) GRANTING RELA 16 RELIEF AND (B) MOTION OF DEBTORS PURSUANT TO B.L.R. 9006-1 REQUESTIN 17 ORDER SHORTENING TIME FOR HEARI ON DEBTORS’ EMERGENCY MOTION FO 18 ORDER (I) ENFORCING PROTECTIONS O 19 U.S.C. § § 362 AND 525(a), AND (II) GRANTI RELATED RELIEF 20 Related to Docket Nos.: 1192, 1196 21 Date: February 26, 2021 Time: 11:00 a.m. (Pacific Time) 22 Judge: Honorable M. Elaine Hammond 23 Hearing via Zoom Video 24 25 26 1 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification number, as applicable, are: Wave Computing, Inc. (4264), MIPS Tech, Inc. (8247), Hellosoft, Inc. (827 Wave Computing (UK) Limited (None), Imagination Technologies, Inc. (6967), Caustic Graphics, Inc. (7272), andMIPS Tech, LLC (2161). The Debtors’ mailing address is 3201 Scott Blvd, Santa Clara, CA 95054.

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1 Secured creditor, DIP lender, and successful bidder after auction Tallwood Technology Part2 LLC (“Tallwood”) LLC hereby joins in the request for the relief sought in the (i) Debtors’ Emergen3 Motion for Order (I) Enforcing Protections of 11 U.S.C. §§ 362 and 525(a), and (II) Granting Relat4 Relief [Docket No. 1192] (the “525(a) Motion”)2 and (ii) Motion of Debtors Pursuant to B.L.R. 9005 for Order Shortening Time for Hearing on Debtors’ Emergency Motion for Order (I) Enforcing 6 Protections of 11 U.S.C. §§ 362 and 525(a), and (II) Granting Related Relief [Docket No. 1196] (th7 “Shorten Time Motion” and, together with the 525(a) Motion, the “Motions”), filed contemporaneo8 herewith. 9 Tallwood’s understanding is that the effective date of the Plan is being delayed by nothing 10 than the refusal of the DSOS to issue good standing certificates. Closing had initially been planned 11 February 18, 2021. Tallwood stands ready, willing and able to fund the $5.1 million Exit Facility a12 soon as all conditions for the Plan’s effective Date have been met. 13 Mr. Perkins is absolutely correct when he says that “[a]s a condition to the occurrence of the14 Effective Date and the Debtors entering into the contemplated Exit Facility (as such terms are defin15 the Plan), the Debtors must deliver certificates of good standing from the State of Delaware (the “G16 Standing Certificates”).3 Other financing documents implementing the Plan also require certificate 17 good standing for good reason: the hard-fought benefits and protections for which the Committee 18 negotiated would be undermined if left with the choice of waiving the good standing requirement or19 supporting a back-up bid that may yield less than half of the Plan’s dividend to creditors. 20 Tallwood is equally concerned with the consequences of the DSOS’s failure to issue good 21 standing certificates. Tallwood negotiated for the standard condition that the reorganized debtors, f22 whom it bid almost $60 million, be in good standing. Tallwood should not now be forced to decide23 whether to allow the sale to go to the back-up bidder or close a sale for entities not in good standing24 Delaware, limited in their ability to sue, to appear in court and potentially to fulfill their duties as 25 reorganized debtors under the Plan. 26 2 Capitalized terms used but not defined in this joinder (this “Joinder”) shall have the meanings ascribed tterms in the 525(a) Motion. 27 3 Declaration of Lawrence R. Perkins in Support of The Debtors’ Emergency 525(A) Motion, 3:11-14.

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1 This Court has the power to issue an order granting the Motion and eliminate the bureaucrat2 entropy that seems to have seized the DSOS. Tallwood respectfully requests that it do so and grant 3 Motions. 4 Dated: February 25, 2021 BINDER & MALTER LLP 5 /s/ Robert G. Harris 6 Robert G. Harris 7 Attorneys for Tallwood Technolog Partners, LLC 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27