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Full title: Stipulation, and Proposed Order Regarding Transfers of Claims and Class A Interests Filed by Interested Party Wave Computing Liquidating Trust. (Wynne, Richard) (Entered: 06/28/2021)

Document posted on Jun 27, 2021 in the bankruptcy, 11 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

Kors, in his capacity as Trust Manager of Wave Computing Liquidating Trust (in such capacit23 the “Liquidating Trust Manager”), each of the undersigned members of the Liquidating Tru24 Advisory Board (solely in their capacity as such) (the “Liquidating Trust Advisory Board”) an25 26 1 13 WHEREAS, Section IV.G.9 of the Plan provides that “No Beneficiary may sell, transfe14 15 encumber, pledge or assign all or any part of its interest in the Liquidating Trust except (i) to th16 spouse of such holder; (ii) by devise or bequest; or (iii) by operation of law. Holders of Class A Interests (as defined in the LTA) in the Liquidating Trust, i6 7 each case with the written consent of the Liquidating Trust Manager, may transfer such Class 8 Interests (whether denominated as a purported transfer of Claims or Class A Interests) to othe9 individuals or entities.With respect to any purported post-Effective Date transfer of Claims and/or Clas11 A Interests in the Liquidating Trust executed prior to the date of the order approving this Stipulatio12 the Liquidating Trust Manager may, in his sole discretion, determine that the Liquidating Trust wil13 recognize and give effect to such purported post-Effective Date transfer of Claims and/or Class 14 15 Interests in the Liquidating Trust.Upon the stipulation (the “Stipulation”), dated June 28, 2021, among between Robert A. Kors, i19 his capacity as Trust Manager of Wave Computing Liquidating Trust (in such capacity, th20 21 “Liquidating Trust Manager”), each of the members of the Liquidating Trust Advisory Boar22 (solely in their capacity as such) (the “Liquidating Trust Advisory Board”) and Wave Computin23 Inc.

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Document Contents

1 Richard L. Wynne (Bar No. 120349) richard.wynne@hoganlovells.com 2 Bennett L. Spiegel (Bar No. 129558) bennett.spiegel@hoganlovells.com 3 Edward J. McNeilly (Bar No. 314588) edward.mcneilly@hoganlovells.com 4 HOGAN LOVELLS US LLP 1999 Avenue of the Stars, Suite 1400 5 Los Angeles, California 90067 Telephone: (310) 785-4600 6 Facsimile: (310) 785-4601 7 Attorneys for Wave Computing Liquidating Trust 8 9 UNITED STATES BANKRUPTCY COURT 10 NORTHERN DISTRICT OF CALIFORNIA 11 SAN JOSE DIVISION 12 In re Case No. 20-50682 (MEH) 13 Chapter Number 11 (Jointly Administered) 14 WAVE COMPUTING, INC., et al., STIPULATION AND PROPOSED ORDER 15 REGARDING TRANSFERS OF CLAIMS AND Reorganized Debtors1. CLASS A INTERESTS 16 17 [No Hearing Requested] 18 19 This stipulation (the “Stipulation”) regarding transfers of Class A Interests (as defined i20 21 the LTA (as defined below)) in the Liquidating Trust is made and entered into between Robert 22 Kors, in his capacity as Trust Manager of Wave Computing Liquidating Trust (in such capacit23 the “Liquidating Trust Manager”), each of the undersigned members of the Liquidating Tru24 Advisory Board (solely in their capacity as such) (the “Liquidating Trust Advisory Board”) an25 26 1 The Debtors in these chapter 11 cases are: Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, Inc., Wave 27 Computing (UK) Limited, Imagination Technologies, Inc., Caustic Graphics, Inc., and MIPS Tech, LLC. The Debtors’ mailing address is 3201 Scott Blvd, Santa Clara, CA 95054. 28

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1 Wave Computing, Inc. (“Wave”) and its reorganized debtor affiliates (collectively, with Wave, th2 “Reorganized Debtors,” collectively, with the Liquidating Trust Manager and the Liquidating Trus3 Advisory Board, the “Parties” and each, a “Party”). 4 RECITALS 5 WHEREAS, February 26, 2021 was the Effective Date of The Sixth Amended Joi6 7 Chapter 11 Plan Of Reorganization Of Wave Computing, Inc. And Its Debtor Affiliates [Dock8 No. 1129] (the “Plan”); 9 WHEREAS, pursuant to the Plan, the Liquidating Trust was formed on the Effective Dat10 WHEREAS, the Liquidating Trust is governed by the terms of the Liquidating Tru11 Agreement, dated as of February 26, 2021, between, among others, the Liquidating Trust and th12 Reorganized Debtors (the “LTA”); 13 WHEREAS, Section IV.G.9 of the Plan provides that “No Beneficiary may sell, transfe14 15 encumber, pledge or assign all or any part of its interest in the Liquidating Trust except (i) to th16 spouse of such holder; (ii) by devise or bequest; or (iii) by operation of law. Any purported sal17 transfer, encumbrance, pledge or assignment by a Beneficiary of its interest in the Liquidating Trus18 in violation of the Liquidating Trust Agreement shall be null and void.” 19 WHEREAS, Section VIII.G of the Plan provides that “After the Effective Date, no Holde20 of a Claim may sell, transfer, encumber, pledge or assign all or any part of its Claim except (i) t21 the spouse of such holder, (ii) by devise or bequest, or (iii) by operation of law. Any purporte22 23 sale, transfer, encumbrance, pledge or assignment by a Holder of a Claim in violation of this Sectio24 VIII.G shall be null and void.” 25 WHEREAS, Section 3.1(d) of the LTA provides that “No holder of an Interest may sel26 transfer, encumber, pledge or assign all or any part of its Interest except (i) to the spouse of suc27 holder, (ii) by devise or bequest, or (iii) by operation of law. Any purported sale, transfe28

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1 encumbrance, pledge or assignment by a Holder of all or any part of its Interest in violation of thi2 Section 3.1(d) shall be null and void.” 3 WHEREAS, Sections IV.G.9 and VIII.G of the Plan and Section 3.1(d) of the LTA allo4 the right to receive payment on account of any interest in the Liquidating Trust to be sol5 transferred, encumbered, pledged, or assigned to Tallwood, the Reorganized Debtors, or any o6 7 their respective Affiliates. 8 WHEREAS, certain entities have, after the Effective Date, filed on the docket of th9 Chapter 11 Cases notices of transfer purporting to transfer Claims in violation of the prohibition10 against transfer of Interests (as defined in the LTA) in the Liquidating Trust and post-Effectiv11 Date transfer of Claims; 12 WHEREAS, for administrative convenience to the Liquidating Trust and Beneficiaries, th13 Liquidating Trust Manager may desire, in his sole discretion, to permit future transfers of Class 14 15 Interests and to or recognize existing purported transfers of Claims and/or Class A Interests; 16 WHEREAS, the Reorganized Debtors have consented to, and Tallwood does not object t17 a request by the Liquidating Trust Manager to exercise his sole discretion to allow Beneficiaries t18 sell, transfer, encumber, pledge or assign all or any part of their Interests to third-party purchaser19 WHEREAS, Section 12.10 of the LTA provides: 20 (a) Unless otherwise specified in this Section 12.10, this Agreement 21 may be amended with the unanimous written consent of the Trust Manager and the Liquidating Trust Advisory Board; provided, however, that Bankruptcy Court 22 approval shall be required for any changes or amendments to this Agreement that 23 are inconsistent in any material respect with the terms of the Plan or the Confirmation Order. 24 (b) Any amendment, waiver, or modification of this Agreement (or any 25 provision herein) that materially and adversely affects the rights of any Reorganized 26 Debtor shall require the reasonable written consent of such Reorganized Debtor. For the avoidance of doubt, any amendment, waiver, or modification that affects 27 any privilege of any Reorganized Debtor, materially and adversely affects the rights of such Reorganized Debtor. 28

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1 NOW, THEREFORE, pursuant to Section 12.10 of the LTA, the Parties hereby stipulat2 as follows: 3 1. Capitalized terms used, but not defined, in this Stipulation (including the Recitals4 shall have the meanings ascribed to such terms in the Plan. 5 2. Holders of Class A Interests (as defined in the LTA) in the Liquidating Trust, i6 7 each case with the written consent of the Liquidating Trust Manager, may transfer such Class 8 Interests (whether denominated as a purported transfer of Claims or Class A Interests) to othe9 individuals or entities. 10 3. With respect to any purported post-Effective Date transfer of Claims and/or Clas11 A Interests in the Liquidating Trust executed prior to the date of the order approving this Stipulatio12 the Liquidating Trust Manager may, in his sole discretion, determine that the Liquidating Trust wil13 recognize and give effect to such purported post-Effective Date transfer of Claims and/or Class 14 15 Interests in the Liquidating Trust. 16 4. The Bankruptcy Court shall retain jurisdiction with respect to all matters arisin17 from or related to the implementation, interpretation, or enforcement of this Stipulation and Order18 [Signature Pages Follow] 19 20 21 22 23 24 25 26 27 28

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1 SO STIPULATED: 2 3 Dated: June , 2021 LIQUIDATING TRUST MANAGER 4 By: ________________________ Name: Robert A. Kors 5 Title: Trust Manager 6 7 Dated: June , 2021 BINDER & MALTER LLP 8 By: __________________ Robert G. Harris 9 Attorneys for Reorganized Debtors 10 11 LIQUIDATING TRUST ADVISORY BOARD 12 MEMBERS 13 By: __________________ 14 Dated: June 2 8 , 2021 Name: Petra M. Reinecke Title: Liquidating Trust Advisory Board Member 15 16 By: ___P_et_e_r _M_. _G_il_hu_l_y_____ 17 Dated: June , 2021 Name: Peter M. Gilhuly 28 18 Title: Liquidating Trust Advisory Board Member 19 20 By: ___D_e_n_n_is_ L_o_s_ik_______ Dated: June 2 8 , 2021 Name: Dennis Losik 21 Title: Liquidating Trust Advisory Board Member 22 23 24 25 26 27 28

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1 EXHIBIT A Proposed Order 2 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 Richard L. Wynne (Bar No. 120349) richard.wynne@hoganlovells.com 2 Bennett L. Spiegel (Bar No. 129558) bennett.spiegel@hoganlovells.com 3 Edward J. McNeilly (Bar No. 314588) edward.mcneilly@hoganlovells.com 4 HOGAN LOVELLS US LLP 1999 Avenue of the Stars, Suite 1400 5 Los Angeles, California 90067 Telephone: (310) 785-4600 6 Facsimile: (310) 785-4601 7 Attorneys for Wave Computing Liquidating Trust 8 9 UNITED STATES BANKRUPTCY COURT 10 NORTHERN DISTRICT OF CALIFORNIA 11 SAN JOSE DIVISION 12 In re Case No. 20-50682 (MEH) 13 WAVE COMPUTING, INC., et al., Chapter Number 11 (Jointly Administered) 14 Reorganized Debtors1. ORDER GRANTING STIPULATION AND 15 PROPOSED ORDER REGARDING TRANSFE OF CLAIMS AND CLASS A INTERESTS 16 17 [No Hearing Requested] 18 Upon the stipulation (the “Stipulation”), dated June 28, 2021, among between Robert A. Kors, i19 his capacity as Trust Manager of Wave Computing Liquidating Trust (in such capacity, th20 21 “Liquidating Trust Manager”), each of the members of the Liquidating Trust Advisory Boar22 (solely in their capacity as such) (the “Liquidating Trust Advisory Board”) and Wave Computin23 Inc. (“Wave”) and its reorganized debtor affiliates (collectively, with Wave, the “Reorganize24 Debtors,” collectively, with the Liquidating Trust Manager and the Liquidating Trust Advisor25 26 1 The Debtors in these chapter 11 cases are: Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, Inc., Wave 27 Computing (UK) Limited, Imagination Technologies, Inc., Caustic Graphics, Inc., and MIPS Tech, LLC. The Debtors’ mailing address is 3201 Scott Blvd, Santa Clara, CA 95054. 28

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1 Board, the “Parties” and each, a “Party”); and the relief requested in the Stipulation being in th2 best interests of the Reorganized Debtors’ estates, their creditors and other parties in interest; an3 the relief requested in the Stipulation being in the best interests of the beneficiaries of th4 Liquidating Trust; and after due deliberation and sufficient cause appearing therefor, 5 IT IS HEREBY ORDERED THAT: 6 7 1. The Stipulation is approved. 8 2. The Parties are hereby authorized to take any and all actions reasonably necessar9 to effectuate the terms of the Stipulation. 10 3. The Bankruptcy Court shall retain jurisdiction to hear and determine all matter11 arising from or related to the implementation, interpretation, or enforcement of the Stipulation 12 this Order. 13 14 **END OF ORDER** 15 16 17 18 19 20 21 22 23 24 25 26 27 28

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CERTIFICATE OF SERVICE I hereby certify that on June 28, 2021, a true and correct copy of the foregoing document was filed and served via the Court’s electronic case filing and noticing system to all parties registered to receive electronic notices in this matter. /s/ Richard L. Wynne Richard L. Wynne

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