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Full title: Stipulation, Re: Fifth Stipulation Regarding Proof Of Claim No. 107 Filed On Or Behalf Of The California Franchise Tax Board Filed by Debtor Wave Computing, Inc. (RE: related document(s)643 Objection to Claim filed by Debtor Wave Computing, Inc., 781 Order on Stipulation, 1215 Order on Stipulation, 1302 Order on Stipulation, 1357 Order on Stipulation). (Harris, Robert) (Entered: 07/28/2021)

Document posted on Jul 27, 2021 in the bankruptcy, 7 pages and 0 tables.

Bankrupt11 Summary (Automatically Generated)

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 Tech, LLC. 1 RECITALS 2 WHEREAS on October 21, 2020, the Debtors filed the Debtors’ Objection to Claim on Behaof the California Franchise Tax Board [Docket No. 643] (the “Claim Objection”), objecting to, amon3 other things, the FTB’s proof of claim no.WHEREAS on November 6, 2020, the FTB filed the Response of California Franchise Ta5 WHEREAS the Parties have agreed to continue the Claim Objection in accordance with th25 terms set forth herein and in the proposed order attached hereto as Exhibit A (the “Order”) becausthe Debtors have submitted to FTB a Good Faith Settlement Offer of Wave Computing, Inc. f26 consideration by the FTB's Settlement Bureau, in response to which the parties have agreed to suspenproceedings on the Objection before this Court for six months pending the FTB’s Settlement Bureau’27 review of the Debtors’ proposed offer in compromise.The Debtors in these chapter 11 cases are Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, Inc26

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1 BINDER & MALTER, LLP Michael W. Malter (SBN 96533) 2 Robert G. Harris (SBN 124678) 2775 Park Avenue, 3 Santa Clara CA 95050 Telephone: 408.295.1700 4 Facsimile: 408.295.1531 Email: michael@bindermalter.com 5 Email: rob@bindermalter.com 6 Attorneys for the Reorganized Debtors 7 8 UNITED STATES BANKRUPTCY COURT 9 NORTHERN DISTRICT OF CALIFORNIA 10 SAN JOSE DIVISION 11 In re: ) Case No. 20-50682 (MEH) ) 12 WAVE COMPUTING, INC., et al., ) Chapter 11 (Jointly Administered) ) 13 Debtors.1 ) FIFTH STIPULATION REGARDING 14 ) PROOF OF CLAIM NO. 107 FILED ON ) OR BEHALF OF THE CALIFORNIA 15 ) FRANCHISE TAX BOARD ) 16 ) Related Docket Nos. 643, 717, 781, 1215, ) 1302 17 ) ) [No Hearing Requested] 18 ) 19 20 This stipulation (the “Stipulation”) is made and entered into by and between Wave Computin21 Inc. (“Wave”) and its debtor affiliates, as reorganized debtors (collectively, the “Debtors”) an22 California Franchise Tax Board (“FTB,” and together with the Debtors, the “Parties”), by and throug23 their respective undersigned counsel. 24 /// 25 /// 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 Tech, LLC. The Debtors’ mailing address is 3201 Scott Blvd, Santa Clara, CA 95054.

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1 RECITALS 2 WHEREAS on October 21, 2020, the Debtors filed the Debtors’ Objection to Claim on Behaof the California Franchise Tax Board [Docket No. 643] (the “Claim Objection”), objecting to, amon3 other things, the FTB’s proof of claim no. 107 (“FTB Claim”);2 4 WHEREAS on November 6, 2020, the FTB filed the Response of California Franchise Ta5 Board to Debtors’ Objection Pursuant to 11 U.S.C. § 502(b) to Claim No. 107 [Docket No. 717] (th“FTB Response”); 6 WHEREAS on November 13, 2020, the Parties entered into the first stipulation Regardin7 Proof of Claim No. 107 Filed On Or Behalf of the California Franchise Tax Board [Docket No. 74(the “First Stipulation”); 8 9 WHEREAS on November 16, 2020, the Court approved the First Stipulation [Docket N781], which set the following deadlines: 10 (i) the date of the preliminary hearing on the Claim Objection is 11 February 25, 2021 at 10:00 a.m. (Pacific Time); 12 (ii) the deadline for the Debtors to file a reply in support of the Claim 13 Objection is the later of (a) February 4, 2021 at 4:00 p.m. (Pacific Time) or (b) forty-five (45) days from the date that the 14 FTB issues its protest determination; and 15 (iii) FTB’s deadline to file a sur-reply in support of the FTB Response is 4:00 p.m. (Pacific Time) seven (7) days prior to the 16 Preliminary Hearing; 17 WHEREAS on February 24, 2021, the Parties entered into the second stipulation Regardin18 Proof of Claim No. 107 Filed On Or Behalf of the California Franchise Tax Board [Docket No. 120(the “Second Stipulation”); 19 WHEREAS on February 25, 2021, the Court approved the Second Stipulation [Docket N20 1215], which set the following deadlines: 21 (i) the date of the preliminary hearing on the Claim Objection is 22 April 28, 2021 at 10:15 a.m. (Pacific Time); 23 (ii) the deadline for the Debtors to file a reply in support of the Claim Objection is 21 days prior to the hearing; and 24 (iii) FTB’s deadline to file a sur-reply in support of the FTB 25 Response is 7 days prior to the Preliminary Hearing; and 26 27 2 The Proof of Claim is referred to in the register maintained by Donlin Recano & Company as ClaiNo. 107, but is referred to in the register maintained by the Court as Claim No. 5-1 in In re MIPS Tec28 LLC, Case No. 20-50692.

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1 (iv) The Parties are to file a joint status report 7 day before the hearing. 2 WHEREAS on March 25, 2021, the Parties entered into the third stipulation Regarding Pro3 of Claim No. 107 Filed On Or Behalf of the California Franchise Tax Board [Docket No. 1296] (th“Third Stipulation”); 4 5 WHEREAS on March 26, 2021, the Court approved the Third Stipulation [Docket No. 1302which set the following deadlines: 6 (i) the date of the preliminary hearing on the Claim Objection is 7 May 27, 2021 at 10:00 a.m. (Pacific Time); 8 (ii) the deadline for the Debtors to file a reply in support of the Claim 9 Objection is 21 days prior to the hearing; and 10 (iii) FTB’s deadline to file a sur-reply in support of the FTB Response is 7 days prior to the Preliminary Hearing; and 11 (iv) The Parties are to file a joint status report 7 days before the 12 hearing. 13 WHEREAS on May 25, 2021, the Parties entered into the fourth stipulation Regarding Pro14 of Claim No. 107 Filed On Or Behalf of the California Franchise Tax Board [Docket No 1356] (th“Fourth Stipulation”); 15 16 WHEREAS on May 21, 2021, the Court approved the Fourth Stipulation [Docket No. 1357which set the following deadlines: 17 (i) the date of the preliminary hearing on the Claim Objection is 18 August 26, 2021 at 10:00 a.m. (Pacific Time); 19 (ii) the deadline for the Debtors to file a reply in support of the Claim 20 Objection is 21 days prior to the hearing; and 21 (iii) FTB’s deadline to file a sur-reply in support of the FTB Response is 7 days prior to the Preliminary Hearing; and 22 (iv) The Parties are to file a joint status report 7 days before the 23 hearing. 24 WHEREAS the Parties have agreed to continue the Claim Objection in accordance with th25 terms set forth herein and in the proposed order attached hereto as Exhibit A (the “Order”) becausthe Debtors have submitted to FTB a Good Faith Settlement Offer of Wave Computing, Inc. f26 consideration by the FTB's Settlement Bureau, in response to which the parties have agreed to suspenproceedings on the Objection before this Court for six months pending the FTB’s Settlement Bureau’27 review of the Debtors’ proposed offer in compromise. 28

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1 NOW THEREFORE, it is hereby stipulated and agreed by the Parties: 2 1. The Parties agree to continue the preliminary hearing on the Claim Objection to Marc17, 2022, at 10:00 a.m. (the “Preliminary Hearing”). 3 2. The Debtors’ deadline to file a reply in support of the Claim Objection is continued to 4 date twenty-one (21) days in advance of the Preliminary Hearing. 5 3. FTB may file a sur-reply in support of the FTB Response on or before the date seven (6 days in advance of the Preliminary Hearing. 7 4. The Parties shall file a joint status report with the Court seven (7) days prior to thPreliminary Hearing, outlining an agreed upon discovery plan, or if no agreement can be reached, th8 Parties’ positions with respect to a discovery plan. 9 5. Except as expressly set forth in this Stipulation, nothing contained herein shall be aadmission or a waiver of the substantive or procedural rights, remedies, claims, or defenses of any o10 the Parties, including the Parties’ right to request further extensions of the periods set forth herein, o11 the Debtors right to file further claim objections. 12 6. The Bankruptcy Court shall retain jurisdiction with respect to all matters arising from orelated to the implementation, interpretation, or enforcement of this Stipulation and the Order. 13 14 SO STIPULATED: 15 Dated: July 28, 2021 16 17 /s/ Cara M. Porter /s/_Robert G. Harris Cara M. Porter Robert G. Harris 18 Deputy Attorney General Rob Bonta Attorneys for the Reorganized Debtors 19 Attorney General of California 20 Attorney for the California 21 Franchise Tax Board 22 23 24 25 26 27 28

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EXHIBIT A

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1 BINDER & MALTER, LLP Michael W. Malter (SBN 96533) 2 Robert G. Harris (SBN 124678) 2775 Park Avenue, 3 Santa Clara CA 95050 Telephone: 408.295.1700 4 Facsimile: 408.295.1531 Email: michael@bindermalter.com 5 Email: rob@bindermalter.com 6 Attorneys for the Reorganized Debtors 7 UNITED STATES BANKRUPTCY COURT 8 NORTHERN DISTRICT OF CALIFORNIA 9 SAN JOSE DIVISION 10 In re: ) Case No. 20-50682 (MEH) 11 ) WAVE COMPUTING, INC., et al., ) 12 Chapter 11 (Jointly Administered) ) 13 Debtors.1 ) ORDER APPROVING FIFTH ) STIPULATION REGARDING PROOF O 14 ) CLAIM NO. 107 FILED ON OR BEHALF ) OF THE CALIFORNIA FRANCHISE TA 15 ) BOARD ) 16 ) Related Docket Nos. 643, 717, 781, 1215, ) 1302, 1357 17 ) [No Hearing Requested] ) 18 19 Upon the stipulation (the “Stipulation”),2 dated July 28, 2021 of Wave Computing, Inc. and it20 debtor affiliates, as debtors and debtors in possession (collectively, the “Debtors”) in th21 above-captioned chapter 11 cases and California Franchise Tax Board (“FTB,” and together with th22 Debtors, the “Parties”); and the relief requested in the Stipulation being in the best interests of th23 Debtors’ estates, their creditors and other parties in interest; and after due deliberation and sufficie24 cause appearing therefor, 25 1 The Debtors in these chapter 11 cases are Wave Computing, Inc., MIPS Tech, Inc., Hellosoft, Inc26 Wave Computing (UK) Limited, Imagination Technologies, Inc., Caustic Graphics, Inc., and MIPTech, LLC. The Debtors’ mailing address is 3201 Scott Blvd, Santa Clara, CA 95054. 27 2 Each capitalized term used but not otherwise defined herein shall have the meaning ascribed to it i28 the Stipulation.

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1 IT IS HEREBY ORDERED THAT: 2 1. The Stipulation is approved. 3 2. The Preliminary Hearing on the Claim Objection is continued to March 17, 2022, 4 10 a.m. 5 3. The Debtors’ deadline to file a reply in support of the Claim Objection is continued a dat6 twenty-one (21) days in advance of the Preliminary Hearing. 7 4. FTB may file a sur-reply in support of the FTB Response on or before the date seven (78 days in advance of the Preliminary Hearing. 9 5. The Parties shall file a joint status report seven (7) days prior to the Preliminary Hearin10 outlining an agreed upon discovery plan, or if no agreement can be reached, the Parties’ positions wit11 respect to a discovery plan. 12 6. The Court shall retain jurisdiction to hear and determine all matters arising from or relate13 to the implementation, interpretation, or enforcement of the Stipulation or this Order. 14 15 ***** END OF ORDER **** 16 17 18 19 20 21 22 23 24 25 26 27 28

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