IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: FASTSHIP, INC., et al., Debtors.

) ) ) ) ) ) ) )

Chapter 11 Case No. 12-10968 (BLS) (Jointly Administered)

AMENDED PLAN SUPPLEMENT FOR JOINT LIQUIDATING AMENDED PLAN OF FASTSHIP INC. AND ITS SUBSIDIARIES PURSUANT TO CHAPTER 11 OF THE UNITED STATES BANKRUPTCY CODE Dated: June 27, 2012 BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP Raymond H. Lemisch, Esquire (No. 4204) Jennifer E. Smith, Esquire (No. 5278) 222 Delaware Avenue, Suite 801 Wilmington, DE 19801 (302) 442-7010 (Telephone) (302) 442-7012 (Facsimile) rlemisch@beneschlaw.com jsmith@beneschlaw.com -andKari Coniglio, Esquire (OH 0081463) 200 Public Square, Suite 2300 Cleveland, OH 44114 (216) 363-4500 (Telephone) (216) 363-4588 (Facsimile) kconiglio@beneschlaw.com Counsel for the Debtors and Debtors in Possession

The Debtors, along with the last four digits of each Debtors tax identification number, are as follows: FastShip, Inc. (8309) (Case No. 12-10968 (BLS)), FastShip Atlantic, Inc. (0980) (Case No. 12-10970 (BLS)) and Thornycroft, Giles & Co., Inc. (1142) (Case No. 12-10971 (BLS)). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.

The Debtors hereby amend their Plan Supplement (the Plan Supplement) [Docket No. 115] to the Joint Liquidating Amended Plan of Fastship Inc. and its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code as follows: 1. The Limited Liability Company Agreement of FastShip, LLC (FastShip), revising the version filed with this Court on June 20, 2012 [Docket No. 117] is hereby replaced with the agreement attached hereto as Exhibit A. A black-lined copy showing changes to the prior version is attached hereto as Exhibit A-1. The Liquidating Trust Agreement by and among the Debtors and The Brownstein Corporation (the Trustee), a copy of which was included in the Plan Supplement, is hereby replaced with the agreement attached hereto as Exhibit B. A black-lined copy showing changes to the prior version is attached hereto as Exhibit B-1. The Funding Agreement by and among FastShip, the Liquidating Trust of FastShip, Inc., et al. (the Liquidating Trust, and IP Co., LLC, a copy of which was included in the Plan Supplement and modified on June 21, 2012 [Docket No. 118], is hereby replaced with the agreement attached hereto as Exhibit C. A black-lined copy showing changes to the prior version is attached hereto as Exhibit C-1. The Consulting Agreements included in the Plan Supplement as Exhibits C-F are hereby incorporated herein as originally filed.

2.

3.

4.

Doc 7215608 Ver 1

EXHIBIT A

OPERATING AGREEMENT
of

FASTSHIP, LLC A Delaware Limited Liability Company

June ___, 2012

OPERATING AGREEMENT OF FASTSHIP, LLC THIS OPERATING AGREEMENT (Agreement), is made and entered into by and between The Liquidating Trust of FastShip, Inc., et al., the sole member (the Member), and FastShip, LLC, a Delaware limited liability company (the Company), as of the ____ day of June, 2012. RECITALS A. On March 20, 2012 (the Petition Date), FastShip, Inc., FastShip Atlantic, LLC, and Thornycroft, Giles & Company (collectively, the Debtors and each individually a Debtor) commenced their jointly administered chapter 11 bankruptcy cases in the U.S. Bankruptcy Court for the District of Delaware (the Bankruptcy Court) in the case styled In re FastShip, Inc., et al., Case No. 1210968 (BLS). On _______, the Bankruptcy Court confirmed the Joint Liquidating Second Amended Plan of FastShip, Inc. and Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code (the Plan) by court order (the Confirmation Order). The Plan directs the Debtors to cause the creation and funding of the Company pursuant to the terms of and on the conditions set forth in the Plan. Pursuant to the Plan, on a business day selected by the Debtors, the terms of the Plan will take effect (the Effective Date). Pursuant to the Plan, on the Effective Date, the Debtors shall transfer all right, title, and interest in and to certain alleged intellectual property infringement litigation (the IP Litigation) to the Company, including all attendant claims and defenses. SECTION 1 ORGANIZATION Section 1.1 Formation. The Company is a limited liability company formed pursuant to the provisions of Title 6, Chapter 18 of the Delaware Corporation Law Annotated (the LLC Law) and the Articles of Organization (the Articles of Organization). The Certificate of Formation of the Company (the Certificate of Formation) was filed with the Secretary of State of Delaware on _______, 2012 (the Commencement Date). The rights and liabilities of the Member will be as provided in the LLC Law except as otherwise provided in this Agreement. The Member hereby agrees that all actions taken by the authorized representative for filing the Articles of Organization are hereby ratified.

B.

C. D.

SECTION 2 NAME, CHARACTER, PLACE OF BUSINESS AND TERM OF THE COMPANY Section 2.1 Name. The business of the Company shall be conducted under the firm name of FastShip, LLC The Member (also to be known as the Manager) may change the Companys name at any time and from time to time. The Member may also cause the Company to do business at the same time under one or more fictitious names if the Member determines that doing so is in the interest of the Company. Section 2.2 Character of Business. The purpose of the Company will be to prosecute the IP Litigation. The Company is empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purpose and business described in this Agreement and for the protection and benefit of the Company. Section 2.3 Place of Business. The principal office of the Company shall be such place as the Member determines from time to time. Section 2.4 Location of Records. The Company will maintain, at its principal office, all records pertaining to the Company as required by the LLC Law. Section 2.5 Term. The period of duration of the Company shall commence on the Commencement Date and shall continue until dissolved in accordance with the provisions of this Agreement. Section 2.6 Statutory Agent.

The following entity is hereby designated as the agent for service of process of the Company: The Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 SECTION 3 CAPITAL CONTRIBUTIONS; FISCAL YEAR Section 3.1 Capital Contributions. The capital contribution of the Member shall be as set forth on the books of the Company. The Member shall not be required to make any additional capital contributions or loans to the Company and no interest shall be paid on the capital contributions of the Member. Section 3.2 Member. Fiscal Year. The Company shall have the same fiscal year as the

SECTION 4 MANAGEMENT OF THE COMPANY Section 4.1 Management. The business and affairs of the Company shall be managed from time to time by the Member, who shall also be known as the Manager. Section 4.2 Officers. The Member may appoint any persons to act as officers of the Company, which may include (a) a president; (b) one or more vice presidents; (c) a secretary and one or more assistant secretaries; and (d) a treasurer and one or more assistant treasurers. The Member may delegate a portion of his day-to-day management responsibilities to any such officers, as determined by the Member from time to time, and such officers will have the authority to contract for, negotiate on behalf of and otherwise represent the interests of the Company as authorized by the Member. The initial President, Secretary and Treasurer of the Company will be Howard Brownstein. Section 4.3 Reliance on Acts of the Member or Officers. No financial institution or any other person, firm or corporation dealing with the Company shall be required to ascertain whether any Member or any officer is acting in accordance with this Agreement, but such financial institution or such other person, firm or corporation shall be protected in relying solely upon the deed, transfer or assurance of, and the execution of such instrument or instruments by, the Member or such officer. SECTION 5 DISTRIBUTIONS TO THE MEMBER Section 5.1 Distributions of Net Cash Flow and Net Cash Proceeds. Distributions shall be made to the Member at such time as the Member determines. SECTION 6 WITHDRAWAL OF A MEMBER; RIGHT TO CONTINUE THE BUSINESS OF THE COMPANY Section 6.1 Withdrawal of the Member. The Member shall cease to be a member of the Company upon the occurrence of any of the events of withdrawal as set forth in the LLC Law. Section 6.2 Right to Continue Business. The Company shall not dissolve upon the withdrawal of the Member by reason of a transfer described in Section 7.1 hereof. Upon the withdrawal of the Member for any other reason, the successors or assigns of the Member may elect to continue the business of the Company within one hundred twenty (120) days after the withdrawal of the Member from the Company pursuant to Section 6.1 hereof. SECTION 7 TRANSFERS OF MEMBERSHIP INTERESTS Section 7.1 Voluntary Transfers of Membership Interests. interest of the Member may be voluntarily transferred at any time. The membership

SECTION 8 DISSOLUTION OF THE COMPANY Section 8.1 Dissolution. The Company shall be dissolved upon the occurrence of any of the following events (each, a Dissolution Event): (a) If the Member ceases to be a member of the Company other than by reason of a transfer described in Section 7.1 hereof and the business of the Company is not continued as provided in Section 6.2; (b) (c) (d) LLC Law. Upon the conclusion of the IP Litigation; The written statement of the sole Member to dissolve the Company; or Upon entry of a decree of judicial dissolution under Section 18-802 of the

Upon the dissolution of the Company, the Member (or the successor of the Member with respect to the Members membership interest) shall proceed, within one hundred eighty (180) days after notice of the event causing dissolution, with the winding up of the Company, and its assets shall be applied and distributed as provided in the LLC Law; provided, however, that nothing in this Agreement shall be deemed to require the Company or the Member to pay any non-recourse debts or obligations of the Company. Section 8.2 Winding Up. Upon the occurrence of a Dissolution Event, the Company will continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member. The Member will not take any action that is inconsistent with, or not necessary to or appropriate for the winding up of the Companys business and affairs. The Companys assets will be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, will be applied and distributed in the following order: (a) From funds received from the Lender under the Funding Agreement dated _______ by and among IP Co., LLC, the Company, and the Member (the Funding Agreement) not comprising the IP Litigation proceeds to the payment and discharge of all of the Companys debts and liabilities to creditors other than the Member, IP Litigation Counsel and IP Co., LLC, all in accordance with the Funding Agreement, with any remaining sums to be repaid to Lender in accordance with the Funding Agreement; (b) From funds comprising the IP Litigation proceeds, first to pay IP Litigation Counsel, second to pay all obligations of the Company pursuant to the Funding Agreement, and third, the balance, to the Member; (c) From any funds received not from the Lender under the Funding Agreement and not comprising the IP Litigation Proceeds to the payment and discharge

of all of the Companys debts and liabilities to the Member, if any and then the balance to the Member. Section 8.3 Final Accounting. The Member shall be furnished with a statement prepared by the Companys accountants, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation. Upon the compliance by the Member with the foregoing distribution plan, the Member shall cease to be a member and the Member shall execute and cause to be filed a Certificate of Dissolution of the Company in compliance with the LLC Law and any and all other documents necessary with respect to termination and cancellation. Section 8.4 Reserve. Notwithstanding the provisions of this Section, the Company may retain such amounts as it deems reasonably necessary as a reserve for any contingent liabilities or obligations of the Company. After such reasonable period of time as the Member shall determine, the balance of such reserve shall be distributed to the Member. SECTION 9 INVESTMENT REPRESENTATION Section 9.1 Investment Purposes. The Member hereby represents and covenants that he is acquiring his membership interest solely for investment purposes and not with a view to the distribution or resale thereof. SECTION 10 INDEMNIFICATION Section 10.1 Indemnification of the Member and Officers. The Company hereby agrees to and shall indemnify and defend the Member and the officers of the Company, or anyone who was serving as such at the request of the Company on behalf of some other entity (each, an Indemnified Party), and hold each of them harmless from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Indemnified Party (including, without limitation, all costs and expenses of defense, appeal and settlement) to the fullest extent permitted by the LLC Law. The obligations of the Company under this Section 10.1 shall be satisfied solely from the assets of the Company, and the Member shall have no personal liability on account thereof. Section 10.2 Insurance. The Company shall have the power to purchase and maintain insurance on behalf of any Indemnified Party against any liability asserted against and incurred by such Indemnified Party in such Indemnified Partys capacity, or arising out of the Indemnified Partys status as such, whether or not the Company would have the power to indemnify the Indemnified Party against such liability under the provisions of this Section 10. SECTION 11 MISCELLANEOUS Section 11.1 Company Covenants.

(a) The Company shall maintain its existence as a limited liability company in the State of Delaware and in all other states or jurisdictions where it is required to be qualified to conduct its business. (b) The Company shall comply with all obligations under its Articles of Organization, duly adopted by-laws (if any), this Agreement and the LLC Law. Section 11.2 Governing Law. The Company and this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, notwithstanding the application of any principles of conflicts of law. Section 11.3 Entire Agreement. This Agreement, together with the Articles of Organization and any duly adopted by-laws of the Company, as any of the foregoing may be duly amended in writing from time to time, contains the entire agreement or declaration of the Member with respect to the operation of the Company. Section 11.4 Severability. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations of the jurisdictions in which the Company does business. If any provision of this Agreement, or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law. Section 11.5 Headings and Captions; Variation in Pronouns. The headings and captions used in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any of the terms and provisions of this Agreement. Except as specifically provided otherwise, all of the terms and words used in this Agreement, regardless of the number and gender in which they are used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context or sense of this Agreement or any section or clause herein may require, the same as if such words had been fully and properly written in such number and gender. Section 11.6 Amendment. This Agreement may be amended by the Member at any time and from time to time. Any such amendment shall be in writing. This Agreement may be executed in multiple Section 11.7 Counterparts. counterparts, each of which shall be deemed an original, but which shall constitute one document. Delivery by facsimile of an executed copy of this Agreement shall be deemed effective delivery and each facsimile shall be deemed effective and enforceable as if it were an original.

IN WITNESS WHEREOF, the parties have hereunto set their hand as of the date set forth above.

The Liquidating Trust of FastShip, Inc. et al., Sole Member and Manager By: The Brownstein Corporation, as Trustee of the Liquidating Trust of FastShip, Inc. et al. Howard Brownstein, President of The Brownstein Corporation

By:

7
Doc 7201651 Ver 1

EXHIBIT A-1

OPERATING AGREEMENT
of

FASTSHIP, LLC A Delaware Limited Liability Company

June ___, 2012

OPERATING AGREEMENT OF FASTSHIP, LLC THIS OPERATING AGREEMENT (Agreement), is made and entered into by and between The Liquidating Trust of FastShip, Inc., et al., the sole member (the Member), and FastShip, LLC, a Delaware limited liability company (the Company), as of the ____ day of June, 2012. RECITALS A. On March 20, 2012 (the Petition Date), FastShip, Inc., FastShip Atlantic, LLC, and Thornycroft, Giles & Company (collectively, the Debtors and each individually a Debtor) commenced their jointly administered chapter 11 bankruptcy cases in the U.S. Bankruptcy Court for the District of Delaware (the Bankruptcy Court) in the case styled In re FastShip, Inc., et al., Case No. 1210968 (BLS). On _______, the Bankruptcy Court confirmed the Joint Liquidating Second Amended Plan of FastShip, Inc. and Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code (the Plan) by court order (the Confirmation Order). The Plan directs the Debtors to cause the creation and funding of the Company pursuant to the terms of and on the conditions set forth in the Plan. Pursuant to the Plan, on a business day selected by the Debtors, the terms of the Plan will take effect (the Effective Date). Pursuant to the Plan, on the Effective Date, the Debtors shall transfer all right, title, and interest in and to certain alleged intellectual property infringement litigation (the IP Litigation) to the Company, including all attendant claims and defenses. SECTION 1 ORGANIZATION Section 1.1 Formation. The Company is a limited liability company formed pursuant to the provisions of Title 6, Chapter 18 of the Delaware Corporation Law Annotated (the LLC Law) and the Articles of Organization (the Articles of Organization). The Certificate of Formation of the Company (the Certificate of Formation) was filed with the Secretary of State of Delaware on _______, 2012 (the Commencement Date). The rights and liabilities of the Member will be as provided in the LLC Law except as otherwise provided in this Agreement. The Member hereby agrees that all actions taken by the authorized representative for filing the Articles of Organization are hereby ratified.

B.

C. D.

SECTION 2 NAME, CHARACTER, PLACE OF BUSINESS AND TERM OF THE COMPANY Section 2.1 Name. The business of the Company shall be conducted under the firm name of FastShip, LLC The Member (also to be known as the Manager) may change the Companys name at any time and from time to time. The Member may also cause the Company to do business at the same time under one or more fictitious names if the Member determines that doing so is in the interest of the Company. Section 2.2 Character of Business. The purpose of the Company will be to prosecute the IP Litigation. The Company is empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purpose and business described in this Agreement and for the protection and benefit of the Company. Section 2.3 Place of Business. The principal office of the Company shall be such place as the Member determines from time to time. Section 2.4 Location of Records. The Company will maintain, at its principal office, all records pertaining to the Company as required by the LLC Law. Section 2.5 Term. The period of duration of the Company shall commence on the Commencement Date and shall continue until dissolved in accordance with the provisions of this Agreement. Section 2.6 Statutory Agent.

The following entity is hereby designated as the agent for service of process of the Company: The Corporation Trust Center 1209 Orange Street Wilmington, Delaware 19801 SECTION 3 CAPITAL CONTRIBUTIONS; FISCAL YEAR Section 3.1 Capital Contributions. The capital contribution of the Member shall be as set forth on the books of the Company. The Member shall not be required to make any additional capital contributions or loans to the Company and no interest shall be paid on the capital contributions of the Member. Section 3.2 Member. Fiscal Year. The Company shall have the same fiscal year as the

SECTION 4 MANAGEMENT OF THE COMPANY Section 4.1 Management. The business and affairs of the Company shall be managed from time to time by the Member, who shall also be known as the Manager. Section 4.2 Officers. The Member may appoint any persons to act as officers of the Company, which may include (a) a president; (b) one or more vice presidents; (c) a secretary and one or more assistant secretaries; and (d) a treasurer and one or more assistant treasurers. The Member may delegate a portion of his day-to-day management responsibilities to any such officers, as determined by the Member from time to time, and such officers will have the authority to contract for, negotiate on behalf of and otherwise represent the interests of the Company as authorized by the Member. The initial President, Secretary and Treasurer of the Company will be Howard Brownstein. Section 4.3 Reliance on Acts of the Member or Officers. No financial institution or any other person, firm or corporation dealing with the Company shall be required to ascertain whether any Member or any officer is acting in accordance with this Agreement, but such financial institution or such other person, firm or corporation shall be protected in relying solely upon the deed, transfer or assurance of, and the execution of such instrument or instruments by, the Member or such officer. SECTION 5 DISTRIBUTIONS TO THE MEMBER Section 5.1 Distributions of Net Cash Flow and Net Cash Proceeds. Distributions shall be made to the Member at such time as the Member determines. SECTION 6 WITHDRAWAL OF A MEMBER; RIGHT TO CONTINUE THE BUSINESS OF THE COMPANY Section 6.1 Withdrawal of the Member. The Member shall cease to be a member of the Company upon the occurrence of any of the events of withdrawal as set forth in the LLC Law. Section 6.2 Right to Continue Business. The Company shall not dissolve upon the withdrawal of the Member by reason of a transfer described in Section 7.1 hereof. Upon the withdrawal of the Member for any other reason, the successors or assigns of the Member may elect to continue the business of the Company within one hundred twenty (120) days after the withdrawal of the Member from the Company pursuant to Section 6.1 hereof. SECTION 7 TRANSFERS OF MEMBERSHIP INTERESTS Section 7.1 Voluntary Transfers of Membership Interests. interest of the Member may be voluntarily transferred at any time. The membership

SECTION 8 DISSOLUTION OF THE COMPANY Section 8.1 Dissolution. The Company shall be dissolved upon the occurrence of any of the following events (each, a Dissolution Event): (a) If the Member ceases to be a member of the Company other than by reason of a transfer described in Section 7.1 hereof and the business of the Company is not continued as provided in Section 6.2; (b) Upon the conclusion of the IP Litigation;

(c) The written statement of the sole Member to dissolve the Company; (d) Upon entry of a final order of the Bankruptcy Court directing the dissolution of the Company; or (ed) LLC Law. Upon entry of a decree of judicial dissolution under Section 18-802 of the

Upon the dissolution of the Company, the Member (or the successor of the Member with respect to the Members membership interest) shall proceed, within one hundred eighty (180) days after notice of the event causing dissolution, with the winding up of the Company, and its assets shall be applied and distributed as provided in the LLC Law; provided, however, that nothing in this Agreement shall be deemed to require the Company or the Member to pay any non-recourse debts or obligations of the Company. Section 8.2 Winding Up. Upon the occurrence of a Dissolution Event, the Company will continue solely for the purposes of winding up its affairs in an orderly manner, liquidating its assets, and satisfying the claims of its creditors and the Member. The Member will not take any action that is inconsistent with, or not necessary to or appropriate for the winding up of the Companys business and affairs. The Companys assets will be liquidated as promptly as is consistent with obtaining the fair value thereof, and the proceeds therefrom, to the extent sufficient therefor, will be applied and distributed in the following order:

(a) From funds received from the Lender under the Funding Agreement dated _______ by and among IP Co., LLC, the Company, and the Member (the Funding Agreement) not comprising the IP Litigation proceeds to the payment and discharge of all of the Companys debts and liabilities to creditors other than the Member, IP Litigation Counsel and IP Co., LLC, all in accordance with the Funding Agreement, with any remaining sums to be repaid to Lender in accordance with the Funding Agreement; (b) From funds comprising the IP Litigation proceeds, first to pay IP Litigation Counsel, second to pay all obligations of the Company pursuant to the Funding Agreement, and third, the balance, to the Member; (c) From any funds received not from the Lender under the Funding Agreement and not comprising the IP Litigation Proceeds to the payment and discharge of all of the Companys debts and liabilities to the Member, if any and then the balance to the Member. Section 8.3 Final Accounting. The Member shall be furnished with a statement prepared by the Companys accountants, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation. Upon the compliance by the Member with the foregoing distribution plan, the Member shall cease to be a member and the Member shall execute and cause to be filed a Certificate of Dissolution of the Company in compliance with the LLC Law and any and all other documents necessary with respect to termination and cancellation. Section 8.4 Reserve. Notwithstanding the provisions of this Section, the Company may retain such amounts as it deems reasonably necessary as a reserve for any contingent liabilities or obligations of the Company. After such reasonable period of time as the Member shall determine, the balance of such reserve shall be distributed to the Member. SECTION 9 INVESTMENT REPRESENTATION Section 9.1 Investment Purposes. The Member hereby represents and covenants that he is acquiring his membership interest solely for investment purposes and not with a view to the distribution or resale thereof. SECTION 10 INDEMNIFICATION Section 10.1 Indemnification of the Member and Officers. The Company hereby agrees to and shall indemnify and defend the Member and the officers of the Company, or anyone who was serving as such at the request of the Company on behalf of some other entity (each, an Indemnified Party), and hold each of them harmless from and against any and all obligations, losses, damages, penalties, actions, judgments, suits, proceedings, costs, expenses and disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Indemnified Party (including, without limitation, all costs and expenses of

defense, appeal and settlement) to the fullest extent permitted by the LLC Law. The obligations of the Company under this Section 10.1 shall be satisfied solely from the assets of the Company, and the Member shall have no personal liability on account thereof. Section 10.2 Insurance. The Company shall have the power to purchase and maintain insurance on behalf of any Indemnified Party against any liability asserted against and incurred by such Indemnified Party in such Indemnified Partys capacity, or arising out of the Indemnified Partys status as such, whether or not the Company would have the power to indemnify the Indemnified Party against such liability under the provisions of this Section 10. SECTION 11 MISCELLANEOUS Section 11.1 Company Covenants. (a) The Company shall maintain its existence as a limited liability company in the State of Delaware and in all other states or jurisdictions where it is required to be qualified to conduct its business. (b) The Company shall comply with all obligations under its Articles of Organization, duly adopted by-laws (if any), this Agreement and the LLC Law. Section 11.2 Governing Law. The Company and this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, notwithstanding the application of any principles of conflicts of law. Section 11.3 Entire Agreement. This Agreement, together with the Articles of Organization and any duly adopted by-laws of the Company, as any of the foregoing may be duly amended in writing from time to time, contains the entire agreement or declaration of the Member with respect to the operation of the Company. Section 11.4 Severability. This Agreement is intended to be performed in accordance with, and only to the extent permitted by, all applicable laws, ordinances, rules and regulations of the jurisdictions in which the Company does business. If any provision of this Agreement, or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected thereby, but rather shall be enforced to the greatest extent permitted by law. Section 11.5 Headings and Captions; Variation in Pronouns. The headings and captions used in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of any of the terms and provisions of this Agreement. Except as specifically provided otherwise, all of the terms and words used in this Agreement, regardless of the number and gender in which they are used, shall be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine or neuter, as the context or sense of this Agreement or any section or clause herein may require, the same as if such words had been fully and properly written in such number and gender.

Section 11.6 Amendment. This Agreement may be amended by the Member at any time and from time to time. Any such amendment shall be in writing. Section 11.7 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but which shall constitute one document. Delivery by facsimile of an executed copy of this Agreement shall be deemed effective delivery and each facsimile shall be deemed effective and enforceable as if it were an original. IN WITNESS WHEREOF, the parties have hereunto set their hand as of the date set forth above.

The Liquidating Trust of FastShip, Inc. et al., Sole Member and Manager By: The Brownstein Corporation, as Trustee of the Liquidating Trust of FastShip, Inc. et al. Howard Brownstein, President of The Brownstein Corporation

By:

7
Doc 7201651 Ver 1

Document comparison by Workshare Professional on Tuesday, June 26, 2012 9:30:39 PM Input: Document 1 ID Description Document 2 ID Description Rendering set Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions Deletions Moved from Moved to Style change Format changed Total changes 1 3 0 0 0 0 4 interwovenSite://DMS1C/Benesch/7201651/3 #7201651v3<Benesch> - Operating Agreement -FastShiip, LLC v3 interwovenSite://DMS1C/Benesch/7201651/4 #7201651v4<Benesch> - Operating Agreement -FastShiip, LLC v4 1. Add=bold DbUnderline, Delete=strikethru

EXHIBIT B

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: FASTSHIP, INC., et al., Debtors.1 ) ) ) ) ) Chapter 11 Case No. 12-10968 (BLS) (Jointly Administered)

LIQUIDATING TRUST AGREEMENT by and among FASTSHIP, INC., FASTSHIP ATLANTIC, INC., AND THORNYCROFT, GILES & CO., INC. Collectively, as Debtors and Debtors-in-possession and THE BROWNSTEIN CORPORATION as Trustee Dated: June ____, 2012

The Debtors, along with the last four digits of each Debtors tax identification number, are as follows: FastShip, Inc. (8309) (Case No. 12-10968 (BLS)), FastShip Atlantic, Inc. (0980) (Case No. 12-10970 (BLS)) and Thornycroft, Giles & Co., Inc. (1142) (Case No. 12-10971 (BLS)). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.

TABLE OF CONTENTS ARTICLE I THE TRUSTEE .......................................................................................................... 2 A. B. C. D. E. F. G. H. I. J. K. L. M. N. Appointment. .......................................................................................................... 2 Fiduciary Capacity. ................................................................................................. 2 Scope of Authority.................................................................................................. 2 Powers and Duties................................................................................................... 3 Limitation of Trustees Authority........................................................................... 6 Liability of Trustee. ................................................................................................ 6 Reliance by Trustee................................................................................................. 7 Liquidating Trust Funding. ..................................................................................... 7 Authorization to Expend Liquidating Trust Assets. ............................................... 7 Compensation of the Trustee .................................................................................. 8 Exculpation; Indemnification; Bond....................................................................... 8 Confidentiality. ....................................................................................................... 8 Final Decree. ........................................................................................................... 9 Termination............................................................................................................. 9

ARTICLE II THE LIQUIDATING TRUST .................................................................................. 9 A. B. C. D. E. F. Transfer of Assets to Liquidating Trust. ................................................................. 9 Title to Assets. ........................................................................................................ 9 Grantor Trust........................................................................................................... 9 Funding of Liquidating Trust.................................................................................. 9 Valuation of Assets. ................................................................................................ 9 Termination of Liquidating Trust. ........................................................................ 10

ARTICLE III BENEFICIARIES .................................................................................................. 10 A. B. C. D. Identification of Beneficiaries............................................................................... 10 Withholding. ......................................................................................................... 10 Tax Identification Numbers. ................................................................................. 10 Classes of Beneficial Interests in the Liquidating Trust. ...................................... 11

ARTICLE IV PURPOSE, AUTHORITY, LIMITATIONS, AND DISTRIBUTIONS .......................................................................................... 12 A. B. C. D. E. F. G. H. Purpose of the Liquidating Trust. ......................................................................... 12 Resolution of Liquidating Trust Assets by the Trustee. ....................................... 12 Books and Records. .............................................................................................. 12 Disputed Claim Reserve. ...................................................................................... 13 Application of Liquidating Trust Assets (Distributions and Reserves)............................................................................................................... 13 Undeliverable Distributions .................................................................................. 14 No Interest on Claims. .......................................................................................... 15 Rounding............................................................................................................... 15

I. J. K. L.

Setoffs. .................................................................................................................. 15 De Minimis Distributions. .................................................................................... 15 Taxes. .................................................................................................................... 16 Compliance with Laws. ........................................................................................ 16

ARTICLE V SUCCESSOR TRUSTEES ..................................................................................... 16 A. B. C. Removal. ............................................................................................................... 16 Resignation. .......................................................................................................... 16 Acceptance of Appointment by Successor Trustee. ............................................. 16

ARTICLE VI REPORTING ......................................................................................................... 17 A. B. C. Tax and Other Reports Generally. ........................................................................ 17 Federal Income Tax. ............................................................................................. 17 Other Reporting Requirements. ............................................................................ 18

ARTICLE VII TRANSFER OF BENEFICIARYS INTERESTS .............................................. 18 ARTICLE VIII MISCELLANEOUS PROVISIONS................................................................... 18 A. B. C. D. E. F. G. H. I. Amendment; Waiver............................................................................................. 18 Intention of Parties to Establish Grantor Trust. .................................................... 18 Preservation of Privilege....................................................................................... 18 Cooperation........................................................................................................... 19 Laws as to Construction........................................................................................ 19 Severability. .......................................................................................................... 19 Notices. ................................................................................................................. 19 Headings. .............................................................................................................. 19 Counterparts.......................................................................................................... 19

LIQUIDATING TRUST AGREEMENT THIS LIQUIDATING TRUST AGREEMENT (this Agreement) is made this _____ day of June, 2012, by and among FastShip, Inc. (FastShip), FastShip Atlantic, Inc. (FSA), and Thornycroft, Giles & Co., Inc. (TGC, together with FastShip and FSA, the Debtors) and The Bronstein Corporation (the Trustee). RECITALS: A. On March 20, 2012, the Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). B. By order, dated June __, 2012, the Bankruptcy Court confirmed the Joint Liquidating Second Amended Plan of FastShip, Inc., and its Subsidiaries pursuant to Chapter 11 of the United States Bankruptcy Code (the Plan). Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Plan. C. The Liquidating Trust of FastShip, Inc., et al. (the Liquidating Trust) is created on behalf of, and for the benefit of, the holders of (i) Allowed Excess Fee Claims; (ii) Allowed Administrative Claims; (iii) Allowed Priority Tax Claims; and (iv) Allowed Claims and Interests in Classes 1-3, 5 and 6 (collectively, the Beneficiaries). D. The Liquidating Trust is created pursuant to, and to effectuate, the Plan for the primary purpose of liquidating the assets transferred to it (the Liquidating Trust Assets) for the benefit of the Beneficiaries as a liquidating trust, in accordance with Treasury Regulation 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Liquidating Trust. E. The Liquidating Trust provides that the Beneficiaries of the Liquidating Trust will be treated as the grantors of the Liquidating Trust and deemed owners of the Liquidating Trust Assets. The Liquidating Trust requires the Trustee to file returns for the Liquidating Trust as a grantor trust pursuant to Treasury Regulation 1.671-4(a). F. The Liquidating Trust is intended to qualify as a grantor trust for federal income tax purposes with the Beneficiaries treated as the grantors and owners of the trust. G. This Liquidating Trust provides for consistent valuations of the transferred property by the Trustee and the Beneficiaries, and those valuations must be used for all federal income tax purposes. H. All of the Liquidating Trusts income and/or recoveries are to be treated as subject to tax on a current basis to the Beneficiaries who will be responsible for payment of any tax due.

I. Subject to Article II(F)(i) hereof, this Liquidating Trust contains a fixed determinable termination date that is not more than five years from the date of creation of the Liquidating Trust and that is reasonable based on all the facts and circumstances. J. The investment powers of the Trustee other than those reasonably necessary to maintain the value of the Liquidating Trust Assets and to further the liquidating purpose of the Liquidating Trust, are limited to powers to invest in demand and time deposits, such as shortterm certificates of deposit, in banks or other savings institutions, or other temporary, liquid investments, such as Treasury bills. K. As set forth in Article III(E) hereof, the Liquidating Trust is required to distribute at least annually to the Beneficiaries all net proceeds from the Liquidating Trust Assets and the IP Litigation Proceeds, except as provided herein that the Liquidating Trust may retain an amount reasonably necessary to maintain the value of the Liquidating Trust Assets or to meet claims and contingent liabilities (including Disputed Claims). NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Plan, Debtors and the Trustee agree as follows: ARTICLE I THE TRUSTEE A. Appointment. Debtors hereby appoints The Brownstein Corporation to serve as the initial Trustee, and The Brownstein Corporation hereby accepts such appointment and agrees to serve in such capacity, effective upon the Effective Date of the Plan. The Trustee will serve until (a) termination of the Liquidating Trust in accordance with this Agreement; or (b) the Trustees removal or resignation. A successor Trustee may be appointed by majority vote of the Appointment Group (defined herein) in the event that the Trustee is removed, resigns pursuant to Article V of this Agreement, or the Trustee otherwise vacates the position. B. Fiduciary Capacity. The Trustees powers are exercisable solely in a fiduciary capacity consistent with, and in furtherance of, the purposes of the Liquidating Trust and not otherwise, except that the Trustee may deal with the Liquidating Trust Assets for its own account as permitted by the provisions of this Agreement. The Trustee shall have the authority to bind the Liquidating Trust but shall for all purposes hereunder be acting in the capacity as Trustee and not individually. C. Scope of Authority. The Trustee will have only the rights, powers and privileges to act on behalf of the Liquidating Trust expressly provided in the Plan and this Agreement, or as ordered by the Bankruptcy Court, and as provided by law in the event that the Plan or this Agreement does not reference any such right, power or privilege.

D.

Powers and Duties.

i. General Powers. The powers of the Trustee shall, without any further Bankruptcy Court approval (except as specifically required herein) and subject in all respects to the other terms and conditions of this Agreement, include: (a) the power to invest funds in, and withdraw, make distributions and pay taxes and other obligations owed by the Liquidating Trust from funds held by the Trustee in accordance with the Plan and this Agreement; (b) the power to engage employees, independent contractors and professional persons to assist the Trustee with respect to its responsibilities; (c) the power to litigate, compromise and settle Claims, Causes of Action and Avoidance Actions; (d) all rights, powers and benefits afforded to a trustee under sections 704 and 1106 of the Bankruptcy Code; (e) to pay quarterly fees to the Office of the United States Trustee pursuant to 28 U.S.C. 1930(a)(6); (f) the power to exercise all rights with respect to the Liquidating Trusts interests in FastShip, LLC and as Manager of FastShip, LLC; and (g) such other powers as may be vested in or assumed by the Liquidating Trust or the Trustee pursuant to the Plan, Bankruptcy Court order or as may be necessary and proper to carry out the provisions of the Plan. ii. Discretion of Trustee. The Trustee shall have absolute discretion to pursue or not to pursue any and all Causes of Action or Avoidance Actions, or any other rights on behalf of Debtors and this Trust, and shall have no liability for the outcome of any such decision, except as such decision may constitute an act of gross negligence or willful misconduct. The Trustee may incur any reasonable and necessary expenses in liquidating and converting the Liquidating Trust Assets to cash. iii. Duties of the Trustee. In connection with the administration of the Liquidating Trust, except as otherwise set forth in this Agreement or the Plan, the Trustee is authorized to perform any and all acts necessary and reasonable to accomplish the purposes of the Liquidating Trust. Without limiting, but subject to the foregoing, and subject in all respects to the other terms and conditions of this Agreement, the Trustee shall be authorized, but shall not be required, to carry out the following duties: (a) to investigate, file, prosecute, appeal and settle any Cause of Action or Avoidance Action, or to refrain from pursuing any such Cause of Action or Avoidance Action, based upon the Trustees assessment of the net benefit expected to be received by the Liquidating Trust in connection therewith (taking into account the costs and expenses projected to be incurred in connection

therewith, the likelihood of success on the merits, and the range of potential recoveries to be received by the Liquidating Trust); (b) to accept, preserve, receive, collect, manage, invest, supervise and protect the Liquidating Trust Assets, each in accordance with the Plan and this Agreement; (c) to liquidate, transfer, sell, lease or otherwise abandon or dispose of the Liquidating Trust Assets or any part thereof or any interest therein upon such terms as the Trustee determines to be necessary, appropriate or desirable, pursuant to the Plan and this Agreement; (d) to take all actions necessary or appropriate as Manager of FastShip, LLC to carry out the purposes of FastShip, LLC; (e) Claims; to review, analyze and, as appropriate, prosecute objections to

(f) to compromise, settle and resolve any Disputed Claims upon such terms and conditions as the Trustee deems appropriate and in the best interests of the Liquidating Trust; (g) to open and maintain all accounts, including the Distribution Account and IP Litigation Proceeds Account, make distributions to Beneficiaries of the Liquidating Trust from the assets of the Liquidating Trust and take other actions consistent with the Plan in the name of the Liquidating Trust; (h) to invest any Cash of the Liquidating Trust in accordance with the terms and limitations hereof; (i) to prepare and maintain an adequate sets of financial books, records and/or databases of the Liquidating Trust; (j) to retain or engage, without the necessity of obtaining any approval from the Bankruptcy Court, such employees, professional persons and agents as are appropriate, necessary or desirable to complete: (a) disbursements to Beneficiaries and (b) the general administration of the Liquidating Trust as required by law; (k) to make ordinary and reasonable disbursements from the assets of the Liquidating Trust and or the funds made available to the Liquidating Trust from IP Co., LLC pursuant to the Liquidating Trust Budget to pay the ordinary and necessary expenses of administering the Liquidating Trust, without the necessity of providing any notice or seeking or obtaining any approval of the Bankruptcy Court with respect to such disbursements;

(l) to calculate and make Interim and Final Distributions of the assets of the Liquidating Trust to the Beneficiaries in accordance with the terms of this Agreement and applicable law; (m) to execute, deliver, file, and/or record such contracts, instruments, releases, indentures, and other agreements or documents, and to take such actions, as may be necessary, desirable or appropriate to administer the Liquidating Trust; (n) to prepare and file tax and informational returns on behalf of the Liquidating Trust as required by applicable federal, state and local law, and in accordance with the terms of this Agreement; (o) to comply with the Plan and exercise its rights and fulfill its obligations thereunder; (p) to appear and participate in any proceeding before the Bankruptcy Court with respect to any matter regarding or relating to this Agreement, the Liquidating Trust or the Liquidating Trust Assets; (q) to defend and participate, as a party or otherwise, in any judicial, administrative, arbitrative or other proceeding relating to this Agreement, the Liquidating Trust, or the Liquidating Trust Assets; (r) to file with the Bankruptcy Court and/or the Office of the United States Trustee the reports and other documents required by the Plan or otherwise required to close the Chapter 11 Cases; (s) to terminate the Liquidating Trust and seek entry of a Final Decree closing the Chapter 11 Cases in accordance with the terms of the Plan; and (t) to take all other actions not inconsistent with the provisions of the Plan or the applicable Liquidating Trust Agreements which the Trustees deem reasonably necessary or desirable in connection with the administration of the Liquidating Trust. iv. Authority to Act. Except as otherwise set forth in this Agreement or in the Plan, and subject to the retained jurisdiction of the Bankruptcy Court as provided for in the Plan, but without prior or further authorization, the Trustee may control and exercise authority over the Liquidating Trust Assets and over the protection, conservation and disposition thereof. No person dealing with the Liquidating Trust shall be obligated to inquire into the authority of the Trustee in connection with the protection, conservation or disposition of the Liquidating Trust Assets. It is intended that a signed copy of this Agreement serve as adequate proof of the Trustees authority to act if such proof is required for any reason by any third party.

E.

Limitation of Trustees Authority.

i. No Trade or Business. The Trustee shall not, and shall not be authorized to, engage in any trade or business with respect to the Liquidating Trust Assets or any proceeds therefrom except to the extent reasonably necessary to comply with the liquidating purpose of the Liquidating Trust and shall take such actions consistent with the prompt orderly liquidation of the Liquidating Trust Assets as are required by applicable law and consistent with the treatment of the Liquidating Trust as a liquidating trust under Treasury Regulation 301.7701-4(d), and such actions permitted herein. ii. Released Claims. The Trustee shall not have any authority to pursue any Claims and Causes of Action waived, exculpated or released in accordance with the provisions of the Plan. iii. Investment and Safekeeping of the Liquidating Trust Assets. All moneys and other assets received by the Liquidating Trust shall, until distributed or paid over as herein provided, be held in trust for the benefit of the Beneficiaries, but need not be segregated from other Liquidating Trust Assets, unless, and to the extent required, by law or by the Plan. The Trustee shall be under no liability for interest or producing income on any moneys received by the Liquidating Trust hereunder and held for distribution or payment to the Beneficiaries, except as such interest shall actually be received by the Trustee. Investments of any moneys held by the Liquidating Trust shall be administered in view of the manner in which individuals of ordinary prudence, discretion and judgment would act in the management of their own affairs; provided, however, that the right and power of the Trustee to invest the Liquidating Trust Assets, the proceeds thereof, or any income earned by the Liquidating Trust, shall be limited to the right and power to invest such assets (pending periodic distributions in accordance with Article IV(E)(ii) hereof) in demand and time deposits, such as short-term certificates of deposit, in banks or other savings institutions, or other temporary liquid investments, such as Treasury bills; and, provided, further, that the scope of any such permissible investments shall be limited to include only those investments that a liquidating trust, within the meaning of Treasury Regulation 301.7701-4(d), may be permitted to hold, pursuant to the Treasury Regulations, or any modification in the Internal Revenue Service (the IRS) guidelines, whether set forth in IRS rulings, other IRS pronouncements or otherwise. iv. Limiting Transfers. The Trustee shall not take, or cause the Liquidating Trust to take, any action that would cause the interests in the Liquidating Trust to be considered readily tradable on a secondary market (or a substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Internal Revenue Code of 1986, as amended (the IRS Code), and Treasury Regulations 1.7704-1(c), and the Trustee shall not permit any transfer of an interest in the Liquidating Trust if it would cause the Liquidating Trust (were it be classified as a partnership rather than a grantor trust) to be treated as a publicly traded partnership as defined in IRS Code 7704. F. Liability of Trustee. In no event shall the Trustee, the Trustees employees, or any of the Trustees professionals or representatives be held personally liable for any claim asserted against the Liquidating Trust, the Trustee, the Trustees employees, or any of the

Trustees professionals or representatives, except to the extent occasioned by or based upon willful misconduct or gross negligence. Specifically, the Trustee, the Trustees employees, and any of the Trustees professionals or representatives shall not be liable for any negligence or any error of judgment in either case made in good faith, or with respect to any action taken or omitted to be taken in good faith, except to the extent that the action taken or omitted to be taken by the Trustee, the Trustees employees, or any of the Trustees professionals or representatives are determined by a Final Order to be due to their own respective gross negligence or willful misconduct. Liability of the Consultants shall be governed by the Consulting Agreements. G. Reliance by Trustee. Except as otherwise provided herein:

i. the Trustee may rely, and shall be protected in acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; ii. the Trustee may consult with legal counsel, financial or accounting advisors and other professionals, and the Trustee shall not be liable for any action taken or omitted to be taken by him in accordance with the advice thereof, except for acts of willful misconduct or gross negligence; and iii. persons dealing with the Trustee shall look only to the Liquidating Trust Assets to satisfy any liability incurred by the Trustee to such person in carrying out the terms of this Agreement, and the Trustee shall have no personal obligation to satisfy any such liability, except to the extent such liability or obligation arises as a result of the gross negligence or willful misconduct of the Trustee in which case the Liquidating Trust Assets shall not be subject to such claims or liabilities. H. Liquidating Trust Funding. Pursuant to the terms of the Funding Agreement by and among the Trust, IP Co., LLC and FastShip, LLC (the Funding Agreement), IP Co., LLC will make funds available to the Trust in accordance with the Liquidating Trust Budget attached hereto as Exhibit A. The Trustee shall seek draws from IP Co., LLC pursuant to the terms of the Funding Agreement and shall use such funds, in accordance with the Liquidating Trust Budget and this Agreement. The Trustee shall in no way be limited in incurring expenses by the Liquidating Trust Budget; however, the Trustee shall not use funds from IP Co., LLC to pay any amounts excluded from or in excess to those amounts set forth in the Liquidating Trust Budget. Any such additional or excess amounts shall be paid in accordance with Article I (I) herein. I. Authorization to Expend Liquidating Trust Assets. The Trustee may expend the assets of the Liquidating Trust (i) to pay expenses of administration of the Liquidating Trust (including, but not limited to, the fees and expenses of the Trustee and the Liquidating Trustee Professionals, any taxes imposed on the Liquidating Trust or in respect of the assets of the Liquidating Trust, and fees and expenses in connection with litigation), and (ii) to satisfy other liabilities incurred or assumed by the Liquidating Trust (or to which the assets are otherwise subject) in accordance with this Agreement or the Plan.

J.

Compensation of the Trustee

i. Expense Reimbursements. In accordance with Article I, Sections I and J herein, the Liquidating Trust shall reimburse, from the Liquidating Trust Assets or the funding from IP Co., LLC, the Trustee for the actual reasonable out-of-pocket expenses incurred by the Trustee, including, without limitation, necessary travel, lodging, postage, telephone and facsimile charges upon receipt of periodic billings. No expense of the Trustee or of any other employee, independent contractor or professional otherwise engaged by the Liquidating Trust shall be considered an administrative expense under Bankruptcy Code 503. ii. Good Faith Reimbursements. The Liquidating Trust Assets and the funds from IP Co., LLC shall be subject to the claims of the Trustee, and the Trustee shall be entitled to reimburse himself out of any available cash in the Liquidating Trust or from IP Co., LLC in accordance with the Liquidating Trust Budget, for his actual out-of-pocket expenses and against and from any and all loss, liability, expense, or damage which the Trustee may sustain in good faith and without willful misconduct, gross negligence, or fraud in the exercise and performance of any of the powers and duties of the Trustee. iii. Payment of Expenses. All compensation and other amounts payable to the Trustee shall first be paid from the funds from IP Co., LLC (if provided by the Liquidating Trust Budget), and otherwise be paid from the assets of the Liquidating Trust. If the cash in the Liquidating Trust or from IP Co., LLC shall be insufficient to compensate and reimburse the Trustee, as the case may be, for any amounts to which he is entitled hereunder, then the Trustee is hereby authorized to reduce to cash in a commercially reasonable manner that portion of the Liquidating Trust Assets necessary so as to effect such compensation and reimbursement. K. Indemnification; Bond.

i. Indemnification. The Liquidating Trust shall indemnify, defend and hold harmless the Trustee, the Trustees employees, independent contractors and any of the Trustees professionals or representatives from and against any and all claims, causes of action, liabilities, obligations, losses, damages or expenses (including attorneys fees) (other than only to the extent determined by a Final Order to be due to the Trustees own gross negligence or willful misconduct after the Effective Date) to the fullest extent permitted by applicable law. Any action taken or omitted to be taken with the approval of the Bankruptcy Court will conclusively be deemed not to constitute gross negligence or willful misconduct. ii. Bond. The Trustee shall not be required to post a bond, unless otherwise ordered by the Bankruptcy Court. L. Confidentiality. The Trustee shall hold, and shall cause his agents and representatives to hold, during the period that he serves as Trustee under this Agreement, strictly confidential (except as required by law or order of a court) and not use for personal gain any

material, non-public information of or pertaining to any entity or matter to which any of the Liquidating Trust Assets relates or of which he has become aware in his capacity as Trustee. M. Final Decree. It shall be the duty of the Trustee to seek and obtain a final decree or decrees from the Bankruptcy Court. N. Termination. The duties, responsibilities and powers of the Trustee will terminate on the date the Liquidating Trust is dissolved under applicable law in accordance with the Plan and this Agreement, or by an Order of the Bankruptcy Court. ARTICLE II THE LIQUIDATING TRUST A. Transfer of Assets to Liquidating Trust. Pursuant to the Plan, Debtors and the Trustee hereby establish, on behalf of the Beneficiaries, and Debtors hereby transfer, assign, and deliver to the Liquidating Trust, on behalf of the Beneficiaries: (i) any and all Avoidance Actions and any products and proceeds thereof, (ii) the Causes of Action and any products or proceeds thereof; (iii) the units of FastShip, LLC owned by the Debtors, and (iv) all other assets of the Debtors in existence on the Effective Date and any and all proceeds thereof, except for certain funds which may remain in the Debtors Estates at the discretion of the Debtors in order to pay certain Administrative Claims or Professional Fee Claims incurred under the DIP Budget, or any other assets set forth in the Plan specifically not transferred to the Liquidating Trust. For avoidance of doubt, the Liquidating Trust Assets do not include the IP Litigation. The Trustee agrees to accept and hold the Liquidating Trust Assets for the Beneficiaries, subject to the terms of the Plan and this Agreement. B. Title to Assets. The transfer of the Transferred Assets to the Liquidating Trust (after taking into account any payment by Debtors on the Effective Date to and/or funding of the Allowed Administrative Claims and Allowed Tax Claims) shall be made for the benefit of the Beneficiaries in accordance with the Plan and this Agreement. The payment of Distributions and the utilization of all Liquidating Trust Assets shall be made in accordance with the Plan and this Agreement. C. Grantor Trust. For all federal income tax purposes, all parties (including, without limitation, Debtors, the Trustee, and the Beneficiaries) shall treat the transfer of Debtors assets to the Liquidating Trust, as set forth in this Article II(G)(i), as a transfer of such assets to the Beneficiaries followed by a transfer of such assets by the Beneficiaries to the Liquidating Trust. Thus, the Beneficiaries shall be treated as the grantors and owners of the Liquidating Trust for federal income tax purposes. D. Funding of Liquidating Trust. Debtors shall, on the Effective Date, transfer to the Liquidating Trust on behalf of the Beneficiaries Debtors assets to form the Liquidating Trust Assets. Following such transfer, Debtors shall have no further obligation to provide any funding with respect to the Liquidating Trust. E. Valuation of Assets. As set forth in the Disclosure Statement, the Debtors value the Liquidating Trust assets as having nominal value. In essence such assets in the view of the

Debtors are worth less than $50,000 in total. This valuation shall be used consistently by all parties (including Debtors, the Trustee and the Beneficiaries) for all federal income tax purposes. F. Termination of Liquidating Trust.

i. Five Year Duration. The Liquidating Trust will terminate no later than the fifth (5th) anniversary of the Effective Date; provided, however, on or prior to the date that is six (6) months prior to such termination, the Bankruptcy Court, upon motion by a party in interest, may extend the term of the Liquidating Trust for a finite period if it is necessary to the liquidating purpose thereof. Multiple extensions may be obtained so long as Bankruptcy Court approval is obtained at least six (6) months prior to the expiration of each extended term; provided, however, that the Trustee receives an opinion of counsel or a favorable ruling from the IRS that any further extension would not adversely affect the status of the trust as a grantor trust for federal income tax purposes. ii. Expeditious Liquidation. The Trustee shall not unduly prolong the duration of the Liquidating Trust and shall at all times endeavor to resolve, settle or otherwise dispose of all claims that constitute Liquidating Trust Assets and to effect the distribution of the Liquidating Trust Assets to the Beneficiaries in accordance with the terms hereof and terminate the Liquidating Trust as soon as practicable. ARTICLE III BENEFICIARIES A. Identification of Beneficiaries. In order to determine the actual names, addresses and tax identification numbers of the Beneficiaries, the Trustee shall be entitled to conclusively rely on the names, addresses and tax identification numbers set forth in the most recent proof of Claim, Administrative Claim, pleading, notice of appearance, or written change of address notice Filed and served on Debtors. If a Beneficiary has not Filed any of the foregoing documents or written notice indicating such information, the Trustee shall be entitled to conclusively rely on the names, addresses and tax identification numbers reflected in the applicable Schedules of Debtors or, if more recent, contained in Debtors records. Each Beneficiarys right to distribution from the Liquidating Trust, which is dependent upon such Beneficiarys classification under the Plan, shall be that accorded to such Beneficiary under the Plan. Each distribution by the Trustee to the Beneficiaries shall be made in accordance with the terms set forth herein. B. Withholding. The Trustee may withhold from the amounts distributable to the Beneficiaries from the Liquidating Trust Assets at any time such sum or sums as may be required to be withheld under the income tax laws of the United States or of any state or political subdivision thereof. C. Tax Identification Numbers. The Trustee shall request (in writing) from each Beneficiary a properly completed IRS Form W-9 or substitute Form W-9 providing the Employer or Taxpayer Identification Number for each Beneficiary as assigned by the IRS. Any Beneficiary that does not provide a completed Form W-9 within forty-five (45) days of the date

10

of such written request (which such response deadline shall be included in the written request by the Trustee) sent by the Trustee shall have its Claim disallowed. D. Classes of Beneficial Interests in the Liquidating Trust. The Liquidating Trust is created for the benefit of the holders of (i) Allowed Administrative Claims; (ii) Allowed Priority Tax Claims; and (iii) Allowed Claims and Interests in Classes 1-3, 5 and 6 of the Plan. i. Class A Interests. Holders of Allowed Administrative Claims and Allowed Priority Tax Claims shall receive Class A beneficial interests in the Liquidating Trust (individually, a Class A Interest and collectively, the Class A Interests) upon such prior time as each such Administrative Claims or Tax Claim is allowed or the Effective Date. The Trustee shall pay each Holder of a Class A Interest Cash equal to the amount of such holders Allowed Administrative Claim or Allowed Tax Claim as soon as reasonably practicable after the date of allowance. ii. Class E Interests. Holders of Allowed Excess Fee Claims shall receive Class E beneficial interests in the Liquidating Trust (individually, a Class E Interest and collectively, the Class E Interests) upon such prior time as each such Excess Fee Claim is allowed or the Effective Date. The Trustee shall pay each Holder of an Allowed Excess Fee Claim Cash from the Distribution Account equal to the amount of such Holders Allowed Excess Fee Claim on a Pro Rata basis with all other Excess Fee Claims in such Class until such Allowed Excess Fee Claim is paid in full. iii. Class 1 Interests. The Holders of Allowed Claims in Class 1 of the Plan shall receive Class 1 beneficial interests in the Liquidating Trust (individually, a Class 1 Interest and collectively, the Class 1 Interests). The Trustee shall pay each holder of a Class 1 Interest Cash from the Distribution Account equal to the amount of such Holders Allowed Claim on a Pro Rata basis with all other Allowed Claims in such Class until such Allowed Claim is paid in full. iv. Class 2 Interests. The Holders of Allowed Claims in Class 2 of the Plan shall receive Class 2 beneficial interests in the Liquidating Trust (individually, a Class 2 Interest and collectively, the Class 2 Interests). The Trustee shall pay each holder of a Class 2 Interest Cash from the Distribution Account equal to the amount of such Holders Allowed Claim on a Pro Rata basis with all other Allowed Claims in such Class until such Allowed Claim is paid in full. v. Class 3 Interests. The Holders of Allowed Claims in Class 3 of the Plan shall receive Class 3 beneficial interests in the Liquidating Trust (individually, a Class 3 Interest and collectively, the Class 3 Interests). The Trustee shall pay each Holder of a Class 3 Interest Cash from the Distribution Account equal to the amount of such holders Allowed Claim on a Pro Rata basis with all other Allowed Claims in such Class until such Allowed Claim is paid in full. vi. Class 5 Interests. The Holders of Allowed Equity Interests in Class 5 of the Plan shall receive Class 5 beneficial interests in the Liquidating Trust (individually, a Class 5 Interest and collectively, the Class 5 Interests). The Trustee shall pay each

11

Holder of a Class 5 Interest Cash from the Distribution Account equal to the amount of liquidation preference of such holders Allowed Equity Interest until such Allowed Claim is paid in full. vii. Class 6 Interests. The Holders of Allowed Equity Interests in Class 6 of the Plan shall receive Class 6 beneficial interests in the Liquidating Trust (individually, a Class 6 Interest and collectively, the Class 6 Interests). The Trustee shall pay each Holder of a Class 6 Interest Cash from the Distribution Account equal to the amount of such holders Allowed Equity Interest on a Pro Rata basis with all other Allowed Equity Interests. ARTICLE IV PURPOSE, AUTHORITY, LIMITATIONS, AND DISTRIBUTIONS A. Purpose of the Liquidating Trust. The Liquidating Trust shall be established for the primary purpose of liquidating its assets, in accordance with Treasury Regulation 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Liquidating Trust. Accordingly, the Liquidating Trust shall, in an expeditious but orderly manner, liquidate and convert to cash the Liquidating Trust Assets, make timely distributions and not unduly prolong the duration of the Liquidating Trust. The liquidation of the Liquidating Trust Assets may be accomplished through the prosecution, compromise and settlement, abandonment or dismissal of any or all claims, rights, Causes of Action, Avoidance Actions, or otherwise. B. Resolution of Liquidating Trust Assets by the Trustee. The Trustee shall be empowered to and, in his discretion (subject to the provisions hereof), may take all appropriate action with respect to the prosecution, settlement or other resolution of Claims, Causes of Action, and Avoidance Actions constituting the Liquidating Trust Assets. The Trustee shall deal with all collections and settlements within the normal course of his duties. C. Books and Records.

i. Liquidating Trusts Books and Records. On behalf of the Liquidating Trust, the Trustee shall maintain, in respect of the Liquidating Trust and the Beneficiaries, books and records relating to the assets and income of the Liquidating Trust and the payment of expenses of, and liabilities of, claims against or assumed by, the Liquidating Trust in such detail and for such period of time as may be necessary to enable him to make full and proper accounting in respect thereof and to comply with applicable provisions of law. Nothing in this Agreement requires the Liquidating Trust or the Trustee to file any accounting or seek approval of any court with respect to the administration of the Liquidating Trust, or as a condition for making any payment or distribution out of the Liquidating Trust Assets. Beneficiaries shall have the right upon thirty (30) days prior written notice delivered to the Trustee to inspect such books and records, provided that, if so requested, such Beneficiary shall have entered into a confidentiality agreement satisfactory in form and substance to the Trustee.

12

ii. Debtors Books and Records. On the Effective Date, the Debtors books and records in any form, including all electronic records (the Books and Records), shall be transferred to the Liquidating Trust, which shall be shared, as necessary, with FastShip, LLC regarding the prosecution of the IP Litigation. To the extent the Debtors retained Books and Records and such were transferred to the Liquidating Trust, the Liquidating Trustee shall be free, in his or her discretion to abandon, destroy, or otherwise dispose of the Books and Records in compliance with applicable nonbankruptcy law; provided, however, that in the Liquidating Trustees discretion, these Books and Records may be destroyed or disposed of beginning two years after the Effective Date notwithstanding any applicable laws, rules, or regulations that would have required the Debtors to retain such Books and Records. D. Disputed Claim Reserve. The Trustee may maintain, in accordance with the Trustees powers and responsibilities under the Plan and this Agreement, a reserve for any distributable amounts to be set aside on account of Disputed Claims; provided, however, that the Trustee may not retain Cash or Cash equivalents in excess of a reasonable amount to meet any claims or contingent liabilities (including the Disputed Claims) or to maintain the value of the Liquidating Trust Assets during liquidation. Such amounts (net of any expenses, including any taxes, of the escrow relating thereto) shall be distributed, as provided herein and in the Plan, as such Disputed Claims against Debtors are resolved. E. Application of Liquidating Trust Assets (Distributions and Reserves). In accordance with this Article IV(E), the Liquidating Trustee is required to distribute to the Beneficiaries on account of their interests in the Liquidating Trust the proceeds of the IP Litigation as well as the proceeds of the sale of any other Transferred Assets from the Distribution Account on a quarterly basis (each such date of quarterly distribution, a Distribution Date) from the Effective Date. Each such distribution, not including the distribution on the Final Distribution Date (the Distribution Date after the last of the Trust Assets is sold or collected upon and a Final Order has been entered with respect to the IP Litigation), shall include a distribution of all Cash (including treating any permissible investment as Cash for purposes of this provision), except such amounts (i) as have been reserved on account of Disputed Claims, or are otherwise part of the claims reserve established by the Trustee, (ii) as are reasonably necessary to maintain the value of the Liquidating Trust Assets during liquidation, (iii) as are necessary to pay reasonably incurred or anticipated expenses (including, but not limited to, any taxes imposed on or payable by the Debtors or the Liquidating Trust or in respect of the Liquidating Trust Assets), or (iv) as are necessary to satisfy other liabilities incurred or anticipated by the Liquidating Trust in accordance with the Plan or this Agreement and the Liquidation Trust Budget; provided, however, that the Liquidating Trustee shall not be required to make a distribution pursuant to this Article IV(E) if the aggregate, net amount of unrestricted Cash available for distribution (taking into account the above listed exclusions) is such as would make the distribution impracticable as reasonably determined by the Trustee, in accordance with applicable law. Following the Final Distribution, if, as a result of undeposited checks or undeliverable mail, there remains in the Distribution Account 180 days after the Final Distribution, Cash less than $10,000, those funds may, in the Trustees sole discretion, be donated to any 501(c)(3) tax entity the Trustee chooses. If such proceeds are greater than $10,000, then the Trustee shall make a supplemental Final Distribution of all remaining funds, in accordance with the delineation of distributions set forth in Article IV(E)(ii) herein. 13

i. Payment of Certain Costs and Expenses. The Trustee shall hold and maintain any distributions its receives from FastShip, LLC on account of its membership interests in Fastship LLC in the IP Litigation Proceeds Account, which shall first be used to pay expenses in accordance with Article IV, Section K of the Plan. The funds remaining after the payment of such expenses, if any, shall be transferred to the Distribution Account for distribution in accordance with Article IV(E)(ii) below. ii. Distributions from the Distribution Account. The Trustee shall hold and maintain all proceeds of the Transferred Assets in the Distribution Account. The funds held in the Distribution Account shall be transferred as follows: (a) FIRST to the Beneficiaries holding Class E interests in the Trust pari passu until such Excess Fee Claims are paid in full; (b) SECOND to the Beneficiaries holding Class 1 interests in the Trust pari passu until such Claims are paid in full; (c) THIRD to the Beneficiaries holding Class A interests in the Trust pari passu until such Claims are paid in full; (d) FOURTH to the Beneficiaries holding Class 2 interests in the Trust pari passu until such Claims are paid in full; (e) FIFTH to the Beneficiaries holding Class 3 interests in the Trust pari passu until such Claims are paid in full; (f) SIXTH to the Beneficiaries holding Class 5 interests in the Trust pari passu until such Equity Interests receives its liquidation preference in full; (g) SEVENTH to the Beneficiaries holding Class 6 interests in the Trust pari passu in accordance with their Equity Interests. iii. Delay of Distribution. The Liquidating Trust shall distribute to the Beneficiaries all net Cash recoveries plus all net Cash proceeds from the liquidation of the Liquidating Trust Assets (including as cash for this purpose, all Cash equivalents) in accordance with this Article IV(E) at such time intervals as decided by the Liquidating Trust in accordance with the terms of the Plan and this Agreement. Notwithstanding any other provision of this Agreement or the Plan to the contrary, Distributions or payments may be deferred or delayed in the discretion of the of the Trustee for a reasonable time in the event that such deferral is necessary to permit investments to reach maturity, in the event that additional time is needed to make a proper Distribution or payment, or in the event that the receipt of additional funds is necessary to make meaningful payments. F. Undeliverable Distributions

i. Holders of Undeliverable Distributions. If any distribution pursuant to this Plan to any Holder is returned to the Trustee as undeliverable, no further distributions shall be made to such Holder unless and until the Trustee is notified by such Holder, in

14

writing, of such Holders then-current address, and only if done within 180 days after the mailing of such distribution, or if the post-office provides a forwarding address within the same 180 day period. Upon such an occurrence, the appropriate distribution shall be made as soon as reasonably practicable after such distribution has become deliverable. All Entities ultimately receiving previously undeliverable Cash shall not be entitled to any interest or other accruals of any kind. Nothing contained in the Plan or this Agreement shall require the Debtors, the Trustee, or any of their respective agents, employees, attorneys or professionals to attempt to locate any Beneficiary. ii. Failure to Claim Undeliverable Distributions. Any Holder of an Allowed Claim or Interest entitled to an undeliverable or unclaimed distribution that does not provide notice of such Holders correct address to the Debtors and the Trustee within 180 days after the date of the initial distribution made by the Debtors or the Liquidating Trustee to such Holder, shall be deemed to have forfeited its Claim or Interest, as the case may be, for such undeliverable or unclaimed distribution and shall be forever barred and enjoined from asserting any such Claim or Interest, as the case may be, for an undeliverable or unclaimed distribution against any of the Debtors, their Estates or the Liquidating Trust. In such cases, the Forfeited Distributions shall be distributed in accordance with the terms of the Plan. G. No Interest on Claims. Except as set forth in a Final Order of the Bankruptcy Court, no Beneficiary shall be entitled to interest accruing on or after the Petition Date on such Claim. Interest shall not accrue or be paid on any Disputed Claim with respect to the period from the Petition Date to the date a final Distribution or payment is made thereon if and after any such Disputed Claim, or any part thereof, becomes an Allowed Claim. H. Rounding. Whenever any payment of a fraction of a dollar would otherwise be called for, the actual payment shall reflect a rounding of such fraction to the nearest dollar (up or down), with half dollars being rounded down. I. Setoffs. Pursuant to Bankruptcy Code 553 and applicable non-bankruptcy law, the Trustee may setoff against any Allowed Claim or Interest and the Distributions to be made thereon pursuant to this Agreement and the Plan, the claims, rights and causes of action of any nature that Debtors or the Liquidating Trust may hold against such Beneficiary prior to any distribution on account of such Allowed Claim or Interest. Debtors or the Trustees election not to exercise such setoff rights, pursuant to this provision, shall not constitute a waiver of or in any way affect such claims, rights and causes of action which Debtors or the Trustee may possess against such Beneficiary. To the extent that the amount of Debtors or the Trustees claim, right or cause of action exceeds the amount of the Allowed Claim or Distribution against which it is setoff, Debtors or the Trustee, as applicable, shall reserve its right to recover the full amount of such excess from such Beneficiary. Notwithstanding anything to the contrary herein, any party against whom the Debtors, their Estates, the Liquidating Trustee, or the Liquidating Trust may assert any such set-off retains the right to challenge such set-off in any court of competent jurisdiction. J. De Minimis Distributions. If the amount due any Beneficiary would result in a Distribution or payment in an amount less than twenty dollars ($20.00), such Beneficiary shall

15

not receive such Distribution or payment, unless a specific request therefor is made in writing to the Trustee on or before one hundred and twenty (120) days after the Effective Date. K. Taxes. The Trustee will comply with all tax withholding and reporting requirements imposed by all governmental entities, and all Distributions or payments pursuant to this Agreement and the Plan will, to the extent applicable, be subject to such withholding and reporting requirements. Debtors and the Trustee shall be authorized to take any and all actions that may be necessary or appropriate to comply with such withholding and reporting requirements. Notwithstanding any other provision of this Agreement or the Plan, each entity receiving a Distribution or payment pursuant to the Plan shall have sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any governmental unit, including income, withholding and other tax obligations, on account of such Distribution or payment. Pending the implementation of satisfactory arrangements, any Distribution or payment to be made pursuant to the Plan shall be treated as undeliverable. L. Compliance with Laws. Any and all distributions of Liquidating Trust Assets shall be in compliance with applicable laws, including, but not limited to, applicable federal and state securities laws. ARTICLE V SUCCESSOR TRUSTEES A. Removal. The Trustee may be removed by order of the Bankruptcy Court. Further, the Appointment Group shall be authorized to remove and replace the Trustee if circumstances, in their collective judgment, warrant such removal. B. Resignation. The Trustee may resign by giving not less than thirty (30) days prior written notice thereof to the Bankruptcy Court or, after a final decree has been entered in the Bankruptcy Cases, to the Appointment Group. Such resignation shall become effective on the later to occur of (i) the date specified in such notice and (ii) the selection of a successor and the acceptance by such successor of such appointment. C. Acceptance of Appointment by Successor Trustee. Any successor Trustee shall be chosen by the majority vote of the Delaware River Port Authority, Kathryn R. Chambers, Roland K. Bullard, II, Dennis J. Colgan, Jr. and Christopher J. Rankin (collectively, the Appointment Group). Any successor Trustee appointed hereunder shall execute an instrument accepting such appointment hereunder and shall file such acceptance with the Liquidating Trust records. Thereupon, such successor Trustee shall, without any further act, become vested with all the estates, properties, rights, powers, trusts and duties of his predecessor in the Liquidating Trust with like effect as if originally named herein; provided, however, that a removed or resigning Trustee shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Liquidating Trust all the estates, properties, rights, powers, and trusts of such predecessor Trustee.

16

ARTICLE VI REPORTING A. Tax and Other Reports Generally. As soon as practicable after the end of each calendar year, and as soon as practicable upon termination of the Liquidating Trust, the Trustee shall submit to the Bankruptcy Court a written report including: (i) financial statements of the Liquidating Trust at the end of such calendar year or period and the receipts and disbursements of the Liquidating Trust for such period; (ii) a description of any action taken by the Trustee in the performance of his duties which materially and adversely affects the Liquidating Trust and of which notice has not previously been given to the Beneficiaries, and (iii) subject to Article VI(B) hereof, a separate statement for each Beneficiary setting forth the holders share of items of income, gain, loss, deduction or credit and instructing all such holders to report such items on their federal income tax returns. The Trustee shall promptly submit additional reports to the Bankruptcy Court and whenever an adverse material event or change occurs which affects either the Liquidating Trust or the rights of the Beneficiaries hereunder. B. Federal Income Tax.

i. Grantor Trust Status. Subject to definitive guidance from the IRS or a court of competent jurisdiction to the contrary (including the issuance of applicable Treasury Regulations, the receipt by the Trustee of a private letter ruling if the Trustee so requests one, or the receipt of an adverse determination by the IRS upon audit if not contested by the Trustee), the Trustee shall file returns for the Liquidating Trust as a grantor trust pursuant to Treasury Regulation 1.671-4(a). ii. Allocations of Liquidating Trust Taxable Income. All of the Liquidating Trusts income is subject to tax on a current basis, regardless of whether the Trustee has established a reserve for Disputed Claims against Debtors. Subject to the provisions of Article VI(B)(i) hereof, allocations of Liquidating Trust taxable income among Beneficiaries shall be determined by reference to the manner in which an amount of cash equal to such taxable income would be distributed (without regard to any restriction on distributions described herein) if, immediately prior to such deemed distribution, the Liquidating Trust had distributed all of its other assets (valued for this purpose at their tax book value) to Beneficiaries (treating to the extent determined by the Trustee in his sole discretion, any holder of a Disputed Claim against Debtors, for this purpose, as a current Beneficiary entitled to distributions), taking into account all prior and concurrent distributions from the Liquidating Trust (including all distributions held in reserve pending the resolution of Disputed Claims against Debtors). Similarly, taxable losses of the Liquidating Trust will be allocated among Beneficiaries by reference to the manner in which an economic loss would be borne immediately after a liquidating distribution of the remaining Liquidating Trust Assets. The tax book value of the Liquidating Trust Assets for this purpose shall equal their fair market value on the Effective Date or, if later, the date such assets were acquired by the Liquidating Trust, adjusted in either case in accordance with tax accounting principles prescribed by the IRS Code), the regulations promulgated thereunder and other applicable administrative and judicial authorities and pronouncements.

17

iii. Taxable Income for Disputed Claims Reserve. Any net taxable income with respect to the Disputed Claim Reserve assets will be subject to tax at the Trust level as if it were a C corporation for federal income tax purposes. For the avoidance of doubt, the Liquidating Trust will not constitute a business entity. C. Other Reporting Requirements. The Trustee shall also file (or cause to be filed) any other statements, returns or disclosures relating to the Liquidating Trust, that are required to be filed by any governmental unit or under applicable law, guidelines, rules and regulations. ARTICLE VII TRANSFER OF BENEFICIARYS INTERESTS The interests of the Beneficiaries in the Liquidating Trust, which are reflected only on the records of the Liquidating Trust maintained by the Trustee, are not negotiable and shall be transferable, subject to the Trustees ability to prevent such transfer pursuant to Section I.F.4 hereof, after written notice to the Trustee only: (1) pursuant to applicable laws of descent and distribution (in the case of a deceased individual Beneficiary); or (2) by operation of law. The Trustee shall not be required to record any transfer in favor of any transferee which, in the sole discretion of the Trustee, is or might be construed to be ambiguous or to create uncertainty as to the holder of the interest in the Liquidating Trust. Until a transfer is in fact recorded on the books and records maintained by the Trustee for the purpose of identifying Beneficiaries, the Trustee, whether or not in receipt of documents of transfer or other documents relating to the transfer, may nevertheless make distributions and send communications to Beneficiaries, as though they have no notice of any such transfer, and in so doing the Trustee shall be fully protected and incur no liability to any purported transferee or any other Entity. ARTICLE VIII MISCELLANEOUS PROVISIONS A. Amendment; Waiver. This Agreement cannot be amended or waived in a material manner without approval of the Bankruptcy Court; provided, however, that no change shall be made to this Agreement that would adversely affect the federal income tax status of the Liquidating Trust as a grantor trust. B. Intention of Parties to Establish Grantor Trust. This Agreement is intended to create a liquidating trust, as defined in Treasury Regulations 301.7701-4(d), to be taxed as a grantor trust for federal income tax purposes and, to the extent provided by law, shall be governed and construed in all respects as a grant or trust. C. Preservation of Privilege. In connection with the rights, claims, and causes of action that constitute the Liquidating Trust Assets, any attorney-client privilege, work-product privilege, or other privilege or immunity attaching to any documents or communications (whether written or oral) transferred to the Liquidating Trust shall vest in the Liquidating Trust and its representatives, and Debtors and the Trustee are authorized to take all necessary actions to effectuate the transfer of such privileges.

18

D. Cooperation. Debtors shall provide the Trustee with copies of such of its books and records as the Trustee shall reasonably require for the purpose of performing his duties and exercising his powers hereunder. E. Laws as to Construction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to rules governing the conflict of law. In the case of a conflict between the Plan and this Agreement, the Plan shall control. F. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be finally determined by a court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and such provision of this Agreement shall be valid and enforced to the fullest extent permitted by law unless the Agreement, as modified, will no longer effectuate the intent of the parties hereto in all material respects. G. Notices. Any notice or other communication hereunder shall be in writing and shall be deemed to have been sufficiently given, for all purposes, if deposited, postage prepaid, in a post office or letter box addressed to the person for whom such notice is intended at such address as set forth below or such other address as filed with the Bankruptcy Court: i. If to Debtors, the Liquidating Trust or the Trustee: Raymond H. Lemisch, Esq. Benesch, Friedlander, Coplan & Aronoff LLP 222 Delaware Avenue, Suite 801 Wilmington, DE 19801 ii. Notices if to a Beneficiary. Any notice or other communication hereunder shall be in writing and shall be deemed to have been sufficiently given, for all purposes, if deposited, postage prepaid, in a post office or letter box addressed to the person for whom such notice is intended to the name and address determined in accordance with Article III(A) hereof. H. Headings. The section headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or of any term or provision hereof. I. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.

19

IN WITNESS WHEREOF, the parties hereto have either executed and acknowledged this Agreement, or caused it to be executed and acknowledged on their behalf by their duly authorized officers all as of the date first above written. DEBTORS: FASTSHIP, INC.

By: Its: FASTSHIP ATLANTIC, INC.

By: Its: THORNYCROFT, GILES & CO., INC.

By: Its: TRUSTEE: THE BROWNSTEIN CORPORATION

By: Its:

20

EXHIBIT A Liquidating Trust Budget $ TheBrownsteinCorporation(Trustee) 30,000 (1) StoragecostsforFSIrecords 10,500 (2) Legalcosts 20,000 (3) Trustee'sexpenses 12,000 (4) Distributioncosts 5,000 (5) Administration 12,000 (6) ConsultantsGiles 210,000 (7) ConsultantsBullard 5,000 (8) ConsultantsChambers 4,000 (9) USTrusteeQuarterlyFee 2,275 (10) total 310,775 NOTES:

(1)BrownsteinCorporationwillbepaid$525perhourforactualtimespent,withanaggregate limitof$50,000forservicesasFinancialAdvisorduringthebankruptcyandasTrusteeduring theexistenceoftheLiquidatingTrust.ThebudgetforservicesasFinancialAdvisorduringthe bankruptcyis$20,000;accordingly,$30,000hasbeenbudgetedforservicesasTrustee.Any feesincurredinexcessof$50,000willbepaidfromtheLiquidatingTrust'sshareofanyaward fromthepatentinfringementlitigation.

(2)Estimate.Assumes$175permonthfor60months. (3)Estimate.ThisamountisintendedtocoveranylegalcostsincurredbytheTrusteeonsuch mattersassecuringanIRStaxruling,orcontestingclaims.

(5)Estimate.

(4)Estimate.Assumes$200permonthfor60months.

(6)Estimate.Assumes$200permonthfor60months.Includesmaintenanceofbooksand records,paymentoffranchiseandothertaxesifappropriate.

(7)24months@$8750,asperconsultingagreement

(8)Estimate.Assumes40hoursatagreedrateof$125perhour. (9)Estimate.Assumes40hoursatagreedrateof$100perhour.

(10)USTrusteefeeforthequarterendingSeptember2012.Assumesthatthefullbankruptcy budgetof$400,000isexpended,ofwhich$158,000isexpendedinthethirdcalendarquarter.

EXHIBIT B-1

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE In re: FASTSHIP, INC., et al., Debtors.1 ) ) ) ) ) Chapter 11 Case No. 12-10968 (BLS) (Jointly Administered)

LIQUIDATING TRUST AGREEMENT by and among FASTSHIP, INC., FASTSHIP ATLANTIC, INC., AND THORNYCROFT, GILES & CO., INC. Collectively, as Debtors and Debtors-in-possession and THE BROWNSTEIN CORPORATION as Trustee Dated: June ____, 2012

The Debtors, along with the last four digits of each Debtors tax identification number, are as follows: FastShip, Inc. (8309) (Case No. 12-10968 (BLS)), FastShip Atlantic, Inc. (0980) (Case No. 12-10970 (BLS)) and Thornycroft, Giles & Co., Inc. (1142) (Case No. 12-10971 (BLS)). The mailing address for the Debtors is 1608 Walnut Street, Suite 501, Philadelphia, PA 19103.

7092480 v5

TABLE OF CONTENTS ARTICLE I THE TRUSTEE .......................................................................................................... 2 A. B. C. D. E. F. G. H. I. J. K. L. M. N. Appointment. .......................................................................................................... 2 Fiduciary Capacity. ................................................................................................. 2 Scope of Authority.................................................................................................. 2 Powers and Duties................................................................................................... 3 Limitation of Trustees Authority........................................................................... 5 Liability of Trustee. ................................................................................................ 6 Reliance by Trustee................................................................................................. 7 Liquidating Trust Funding. ..................................................................................... 7 Authorization to Expend Liquidating Trust Assets. ............................................... 7 Compensation of the Trustee .................................................................................. 7 Exculpation; Indemnification; Bond....................................................................... 8 Confidentiality. ....................................................................................................... 9 Final Decree. ........................................................................................................... 9 Termination............................................................................................................. 9

ARTICLE II THE LIQUIDATING TRUST .................................................................................. 9 A. B. C. D. E. F. Transfer of Assets to Liquidating Trust. ................................................................. 9 Title to Assets. ........................................................................................................ 9 Grantor Trust........................................................................................................... 9 Funding of Liquidating Trust.................................................................................. 9 Valuation of Assets. .............................................................................................. 10 Termination of Liquidating Trust. ........................................................................ 10

ARTICLE III BENEFICIARIES .................................................................................................. 10 A. B. C. D. Identification of Beneficiaries............................................................................... 10 Withholding. ......................................................................................................... 10 Tax Identification Numbers. ................................................................................. 11 Classes of Beneficial Interests in the Liquidating Trust. ...................................... 11

ARTICLE IV PURPOSE, AUTHORITY, LIMITATIONS, AND DISTRIBUTIONS .......................................................................................... 12 A. B. C. D. E. F. G. H. Purpose of the Liquidating Trust. ......................................................................... 12 Resolution of Liquidating Trust Assets by the Trustee. ....................................... 12 Books and Records. .............................................................................................. 12 Disputed Claim Reserve. ...................................................................................... 13 Application of Liquidating Trust Assets (Distributions and Reserves)............................................................................................................... 13 Undeliverable Distributions .................................................................................. 15 No Interest on Claims. .......................................................................................... 15 Rounding............................................................................................................... 15

7092480 v5

I. J. K. L.

Setoffs. .................................................................................................................. 15 De Minimis Distributions. .................................................................................... 16 Taxes. .................................................................................................................... 16 Compliance with Laws. ........................................................................................ 16

ARTICLE V SUCCESSOR TRUSTEES ..................................................................................... 16 A. B. C. Removal. ............................................................................................................... 16 Resignation. .......................................................................................................... 16 Acceptance of Appointment by Successor Trustee. ............................................. 16

ARTICLE VI REPORTING ......................................................................................................... 17 A. B. C. Tax and Other Reports Generally. ........................................................................ 17 Federal Income Tax. ............................................................................................. 17 Other Reporting Requirements. ............................................................................ 18

ARTICLE VII TRANSFER OF BENEFICIARYS INTERESTS .............................................. 18 ARTICLE VIII MISCELLANEOUS PROVISIONS................................................................... 18 A. B. C. D. E. F. G. H. I. Amendment; Waiver............................................................................................. 18 Intention of Parties to Establish Grantor Trust. .................................................... 18 Preservation of Privilege....................................................................................... 18 Cooperation........................................................................................................... 19 Laws as to Construction........................................................................................ 19 Severability. .......................................................................................................... 19 Notices. ................................................................................................................. 19 Headings. .............................................................................................................. 19 Counterparts.......................................................................................................... 19

7092480 v5

LIQUIDATING TRUST AGREEMENT THIS LIQUIDATING TRUST AGREEMENT (this Agreement) is made this _____ day of June, 2012, by and among FastShip, Inc. (FastShip), FastShip Atlantic, Inc. (FSA), and Thornycroft, Giles & Co., Inc. (TGC, together with FastShip and FSA, the Debtors) and The Bronstein Corporation (the Trustee). RECITALS: A. On March 20, 2012, the Debtors filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). B. By order, dated June __, 2012, the Bankruptcy Court confirmed the Joint Liquidating Second Amended Plan of FastShip, Inc., and its Subsidiaries pursuant to Chapter 11 of the United States Bankruptcy Code (the Plan). Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Plan. C. The Liquidating Trust of FastShip, Inc., et al. (the Liquidating Trust) is created on behalf of, and for the benefit of, the holders of (i) Allowed Excess Fee Claims; (ii) Allowed Administrative Claims; (iii) Allowed Priority Tax Claims; and (iv) Allowed Claims and Interests in Classes 1-3, 5 and 6 (collectively, the Beneficiaries). D. The Liquidating Trust is created pursuant to, and to effectuate, the Plan for the primary purpose of liquidating the assets transferred to it (the Liquidating Trust Assets) for the benefit of the Beneficiaries as a liquidating trust, in accordance with Treasury Regulation 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Liquidating Trust. E. The Liquidating Trust provides that the Beneficiaries of the Liquidating Trust will be treated as the grantors of the Liquidating Trust and deemed owners of the Liquidating Trust Assets. The Liquidating Trust requires the Trustee to file returns for the Liquidating Trust as a grantor trust pursuant to Treasury Regulation 1.671-4(a). F. The Liquidating Trust is intended to qualify as a grantor trust for federal income tax purposes with the Beneficiaries treated as the grantors and owners of the trust. G. This Liquidating Trust provides for consistent valuations of the transferred property by the Trustee and the Beneficiaries, and those valuations must be used for all federal income tax purposes. H. All of the Liquidating Trusts income and/or recoveries are to be treated as subject to tax on a current basis to the Beneficiaries who will be responsible for payment of any tax due.

7092480 v5

I. Subject to Article II(F)(i) hereof, this Liquidating Trust contains a fixed determinable termination date that is not more than five years from the date of creation of the Liquidating Trust and that is reasonable based on all the facts and circumstances. J. The investment powers of the Trustee other than those reasonably necessary to maintain the value of the Liquidating Trust Assets and to further the liquidating purpose of the Liquidating Trust, are limited to powers to invest in demand and time deposits, such as shortterm certificates of deposit, in banks or other savings institutions, or other temporary, liquid investments, such as Treasury bills. K. As set forth in Article III(E) hereof, the Liquidating Trust is required to distribute at least annually to the Beneficiaries all net proceeds from the Liquidating Trust Assets and the IP Litigation Proceeds, except as provided herein that the Liquidating Trust may retain an amount reasonably necessary to maintain the value of the Liquidating Trust Assets or to meet claims and contingent liabilities (including Disputed Claims). NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Plan, Debtors and the Trustee agree as follows: ARTICLE I THE TRUSTEE A. Appointment. Debtors hereby appoints The Brownstein Corporation to serve as the initial Trustee, and The Brownstein Corporation hereby accepts such appointment and agrees to serve in such capacity, effective upon the Effective Date of the Plan. The Trustee will serve until (a) termination of the Liquidating Trust in accordance with this Agreement; or (b) the Trustees removal or resignation. A successor Trustee may be appointed by majority vote of the Appointment Group (defined herein) in the event that the Trustee is removed, resigns pursuant to Article V of this Agreement, or the Trustee otherwise vacates the position. B. Fiduciary Capacity. The Trustees powers are exercisable solely in a fiduciary capacity consistent with, and in furtherance of, the purposes of the Liquidating Trust and not otherwise, except that the Trustee may deal with the Liquidating Trust Assets for its own account as permitted by the provisions of this Agreement. The Trustee shall have the authority to bind the Liquidating Trust but shall for all purposes hereunder be acting in the capacity as Trustee and not individually. C. Scope of Authority. The Trustee will have only the rights, powers and privileges to act on behalf of the Liquidating Trust expressly provided in the Plan and this Agreement, or as ordered by the Bankruptcy Court, and as provided by law in the event that the Plan or this Agreement does not reference any such right, power or privilege.

2
7092480 v5

D.

Powers and Duties.

i. General Powers. The powers of the Trustee shall, without any further Bankruptcy Court approval (except as specifically required herein) and subject in all respects to the other terms and conditions of this Agreement, include: (a) the power to invest funds in, and withdraw, make distributions and pay taxes and other obligations owed by the Liquidating Trust from funds held by the Trustee in accordance with the Plan and this Agreement; (b) the power to engage employees, independent contractors and professional persons to assist the Trustee with respect to its responsibilities; (c) the power to litigate, compromise and settle Claims, Causes of Action and Avoidance Actions; (d) all rights, powers and benefits afforded to a trustee under sections 704 and 1106 of the Bankruptcy Code; to pay quarterly fees to the Office of the United States Trustee (e) pursuant to 28 U.S.C. 1930(a)(6); (f) (e) the power to exercise all rights with respect to the Liquidating Trusts interests in FastShip, LLC and as Manager of FastShip, LLC; and (g) (f) such other powers as may be vested in or assumed by the Liquidating Trust or the Trustee pursuant to the Plan, Bankruptcy Court order or as may be necessary and proper to carry out the provisions of the Plan. ii. Discretion of Trustee. The Trustee shall have absolute discretion to pursue or not to pursue any and all Causes of Action or Avoidance Actions, or any other rights on behalf of Debtors and this Trust, and shall have no liability for the outcome of any such decision, except as such decision may constitute an act of gross negligence or willful misconduct. The Trustee may incur any reasonable and necessary expenses in liquidating and converting the Liquidating Trust Assets to cash. iii. Duties of the Trustee. In connection with the administration of the Liquidating Trust, except as otherwise set forth in this Agreement or the Plan, the Trustee is authorized to perform any and all acts necessary and reasonable to accomplish the purposes of the Liquidating Trust. Without limiting, but subject to the foregoing, and subject in all respects to the other terms and conditions of this Agreement, the Trustee shall be authorized, but shall not be required, to carry out the following duties: (a) to investigate, file, prosecute, appeal and settle any Cause of Action or Avoidance Action, or to refrain from pursuing any such Cause of Action or Avoidance Action, based upon the Trustees assessment of the net benefit expected to be received by the Liquidating Trust in connection therewith (taking into account the costs and expenses projected to be incurred in connection 3
7092480 v5

therewith, the likelihood of success on the merits, and the range of potential recoveries to be received by the Liquidating Trust); (b) to accept, preserve, receive, collect, manage, invest, supervise and protect the Liquidating Trust Assets, each in accordance with the Plan and this Agreement; (c) to liquidate, transfer, sell, lease or otherwise abandon or dispose of the Liquidating Trust Assets or any part thereof or any interest therein upon such terms as the Trustee determines to be necessary, appropriate or desirable, pursuant to the Plan and this Agreement; (d) to take all actions necessary or appropriate as Manager of FastShip, LLC to carry out the purposes of FastShip, LLC; (e) Claims; to review, analyze and, as appropriate, prosecute objections to

(f) to compromise, settle and resolve any Disputed Claims upon such terms and conditions as the Trustee deems appropriate and in the best interests of the Liquidating Trust; (g) to open and maintain all accounts, including the Distribution Account and IP Litigation Proceeds Account, make distributions to Beneficiaries of the Liquidating Trust from the assets of the Liquidating Trust and take other actions consistent with the Plan in the name of the Liquidating Trust; (h) to invest any Cash of the Liquidating Trust in accordance with the terms and limitations hereof; (i) to prepare and maintain an adequate sets of financial books, records and/or databases of the Liquidating Trust; (j) to retain or engage, without the necessity of obtaining any approval from the Bankruptcy Court, such employees, professional persons and agents as are appropriate, necessary or desirable to complete: (a) disbursements to Beneficiaries and (b) the general administration of the Liquidating Trust as required by law; (k) to make ordinary and reasonable disbursements from the assets of the Liquidating Trust and or the funds made available to the Liquidating Trust from IP Co., LLC pursuant to the Liquidating Trust Budget to pay the ordinary and necessary expenses of administering the Liquidating Trust, without the necessity of providing any notice or seeking or obtaining any approval of the Bankruptcy Court with respect to such disbursements;

4
7092480 v5

(l) to calculate and make Interim and Final Distributions of the assets of the Liquidating Trust to the Beneficiaries in accordance with the terms of this Agreement and applicable law; (m) to execute, deliver, file, and/or record such contracts, instruments, releases, indentures, and other agreements or documents, and to take such actions, as may be necessary, desirable or appropriate to administer the Liquidating Trust; (n) to prepare and file tax and informational returns on behalf of the Liquidating Trust as required by applicable federal, state and local law, and in accordance with the terms of this Agreement; (o) to comply with the Plan and exercise its rights and fulfill its obligations thereunder; (p) to appear and participate in any proceeding before the Bankruptcy Court with respect to any matter regarding or relating to this Agreement, the Liquidating Trust or the Liquidating Trust Assets; (q) to defend and participate, as a party or otherwise, in any judicial, administrative, arbitrative or other proceeding relating to this Agreement, the Liquidating Trust, or the Liquidating Trust Assets; (r) to file with the Bankruptcy Court and/or the Office of the United States Trustee the reports and other documents required by the Plan or otherwise required to close the Chapter 11 Cases; (s) to terminate the Liquidating Trust and seek entry of a Final Decree closing the Chapter 11 Cases in accordance with the terms of the Plan; and (t) to take all other actions not inconsistent with the provisions of the Plan or the applicable Liquidating Trust Agreements which the Trustees deem reasonably necessary or desirable in connection with the administration of the Liquidating Trust. iv. Authority to Act. Except as otherwise set forth in this Agreement or in the Plan, and subject to the retained jurisdiction of the Bankruptcy Court as provided for in the Plan, but without prior or further authorization, the Trustee may control and exercise authority over the Liquidating Trust Assets and over the protection, conservation and disposition thereof. No person dealing with the Liquidating Trust shall be obligated to inquire into the authority of the Trustee in connection with the protection, conservation or disposition of the Liquidating Trust Assets. It is intended that a signed copy of this Agreement serve as adequate proof of the Trustees authority to act if such proof is required for any reason by any third party.

5
7092480 v5

E.

Limitation of Trustees Authority.

i. No Trade or Business. The Trustee shall not, and shall not be authorized to, engage in any trade or business with respect to the Liquidating Trust Assets or any proceeds therefrom except to the extent reasonably necessary to comply with the liquidating purpose of the Liquidating Trust and shall take such actions consistent with the prompt orderly liquidation of the Liquidating Trust Assets as are required by applicable law and consistent with the treatment of the Liquidating Trust as a liquidating trust under Treasury Regulation 301.7701-4(d), and such actions permitted herein. ii. Released Claims. The Trustee shall not have any authority to pursue any Claims and Causes of Action waived, exculpated or released in accordance with the provisions of the Plan. iii. Investment and Safekeeping of the Liquidating Trust Assets. All moneys and other assets received by the Liquidating Trust shall, until distributed or paid over as herein provided, be held in trust for the benefit of the Beneficiaries, but need not be segregated from other Liquidating Trust Assets, unless, and to the extent required, by law or by the Plan. The Trustee shall be under no liability for interest or producing income on any moneys received by the Liquidating Trust hereunder and held for distribution or payment to the Beneficiaries, except as such interest shall actually be received by the Trustee. Investments of any moneys held by the Liquidating Trust shall be administered in view of the manner in which individuals of ordinary prudence, discretion and judgment would act in the management of their own affairs; provided, however, that the right and power of the Trustee to invest the Liquidating Trust Assets, the proceeds thereof, or any income earned by the Liquidating Trust, shall be limited to the right and power to invest such assets (pending periodic distributions in accordance with Article IV(E)(ii) hereof) in demand and time deposits, such as short-term certificates of deposit, in banks or other savings institutions, or other temporary liquid investments, such as Treasury bills; and, provided, further, that the scope of any such permissible investments shall be limited to include only those investments that a liquidating trust, within the meaning of Treasury Regulation 301.7701-4(d), may be permitted to hold, pursuant to the Treasury Regulations, or any modification in the Internal Revenue Service (the IRS) guidelines, whether set forth in IRS rulings, other IRS pronouncements or otherwise. iv. Limiting Transfers. The Trustee shall not take, or cause the Liquidating Trust to take, any action that would cause the interests in the Liquidating Trust to be considered readily tradable on a secondary market (or a substantial equivalent thereof) within the meaning of Section 7704(b)(2) of the Internal Revenue Code of 1986, as amended (the IRS Code), and Treasury Regulations 1.7704-1(c), and the Trustee shall not permit any transfer of an interest in the Liquidating Trust if it would cause the Liquidating Trust (were it be classified as a partnership rather than a grantor trust) to be treated as a publicly traded partnership as defined in IRS Code 7704. F. Liability of Trustee. In no event shall the Trustee, the Trustees employees, independent contractors, or any of the Trustees professionals or representatives be held personally liable for any claim asserted against the Liquidating Trust, the Trustee, the Trustees 6
7092480 v5

employees, independent contractors, or any of the Trustees professionals or representatives, except to the extent occasioned by or based upon willful misconduct or gross negligence. Specifically, the Trustee, the Trustees employees, independent contractors and any of the Trustees professionals or representatives shall not be liable for any negligence or any error of judgment in either case made in good faith, or with respect to any action taken or omitted to be taken in good faith, except to the extent that the action taken or omitted to be taken by the Trustee, the Trustees employees, and independent contractors or any of the Trustees professionals or representatives are determined by a Final Order to be due to their own respective gross negligence or willful misconduct. Liability of the Consultants shall be governed by the Consulting Agreements. G. Reliance by Trustee. Except as otherwise provided herein:

i. the Trustee may rely, and shall be protected in acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties; ii. the Trustee may consult with legal counsel, financial or accounting advisors and other professionals, and the Trustee shall not be liable for any action taken or omitted to be taken by him in accordance with the advice thereof, except for acts of willful misconduct or gross negligence; and iii. persons dealing with the Trustee shall look only to the Liquidating Trust Assets to satisfy any liability incurred by the Trustee to such person in carrying out the terms of this Agreement, and the Trustee shall have no personal obligation to satisfy any such liability, except to the extent such liability or obligation arises as a result of the gross negligence or willful misconduct of the Trustee in which case the Liquidating Trust Assets shall not be subject to such claims or liabilities. H. Liquidating Trust Funding. Pursuant to the terms of the Funding Agreement by and among the Trust, IP Co., LLC and FastShip, LLC (the Funding Agreement), IP Co., LLC will make funds available to the Trust in accordance with the Liquidating Trust Budget attached hereto as Exhibit A. The Trustee shall seek draws from IP Co., LLC pursuant to the terms of the Funding Agreement and shall use such funds, in accordance with the Liquidating Trust Budget and this Agreement. The Trustee shall in no way be limited in incurring expenses by the Liquidating Trust Budget; however, the Trustee shall not use funds from IP Co., LLC to pay any amounts excluded from or in excess to those amounts set forth in the Liquidating Trust Budget. Any such additional or excess amounts shall be paid in accordance with Article I (I) herein. I. Authorization to Expend Liquidating Trust Assets. The Trustee may expend the assets of the Liquidating Trust (i) to pay expenses of administration of the Liquidating Trust (including, but not limited to, the fees and expenses of the Trustee and the Liquidating Trustee Professionals, any taxes imposed on the Liquidating Trust or in respect of the assets of the Liquidating Trust, and fees and expenses in connection with litigation), and (ii) to satisfy other liabilities incurred or assumed by the Liquidating Trust (or to which the assets are otherwise subject) in accordance with this Agreement or the Plan. 7
7092480 v5

J.

Compensation of the Trustee

i. Expense Reimbursements. In accordance with Article I, Sections I and J herein, the Liquidating Trust shall reimburse, from the Liquidating Trust Assets or the funding from IP Co., LLC, the Trustee for the actual reasonable out-of-pocket expenses incurred by the Trustee, including, without limitation, necessary travel, lodging, postage, telephone and facsimile charges upon receipt of periodic billings. No expense of the Trustee or of any other employee, independent contractor or professional otherwise engaged by the Liquidating Trust shall be considered an administrative expense under Bankruptcy Code 503. ii. Good Faith Reimbursements. The Liquidating Trust Assets and the funds from IP Co., LLC shall be subject to the claims of the Trustee, and the Trustee shall be entitled to reimburse himself out of any available cash in the Liquidating Trust or from IP Co., LLC in accordance with the Liquidating Trust Budget, for his actual out-of-pocket expenses and against and from any and all loss, liability, expense, or damage which the Trustee may sustain in good faith and without willful misconduct, gross negligence, or fraud in the exercise and performance of any of the powers and duties of the Trustee. iii. Payment of Expenses. All compensation and other amounts payable to the Trustee shall first be paid from the funds from IP Co., LLC (if provided by the Liquidating Trust Budget), and otherwise be paid from the assets of the Liquidating Trust. If the cash in the Liquidating Trust or from IP Co., LLC shall be insufficient to compensate and reimburse the Trustee, as the case may be, for any amounts to which he is entitled hereunder, then the Trustee is hereby authorized to reduce to cash in a commercially reasonable manner that portion of the Liquidating Trust Assets necessary so as to effect such compensation and reimbursement. K. Exculpation; Indemnification; Bond.

i. Exculpation. From and after the Effective Date, the Trustee, the Trustees employees, independent contractors and his professionals and representatives (or their designees) shall be and hereby are exculpated by all persons, including, without limitation, holders of Claims and Equity and other parties in interest, from any and all claims, causes of action and other assertions of liability arising out of the discharge of the powers and duties conferred upon the Trustee by this Agreement, the Plan or any order of the Bankruptcy Court entered pursuant to or in furtherance of the Plan or this Agreement, or applicable law or otherwise, except only for actions or omissions to act only to the extent determined by a Final Order to be due to the Trustees own gross negligence or willful misconduct after the Effective Date. No holder of a Claim or Equity Interest or other party in interest will have or be permitted to pursue any claim or cause of action against the Trustee, the Liquidating Trust or the employees, independent contractors, professionals or representatives of the Trustee for making payments in accordance with the Plan and this Agreement or for implementing the provisions of the Plan and this Agreement except in cases of gross negligence or willful misconduct.

8
7092480 v5

i. ii. Indemnification. The Liquidating Trust shall indemnify, defend and hold harmless the Trustee, the Trustees employees, independent contractors and any of the Trustees professionals or representatives from and against any and all claims, causes of action, liabilities, obligations, losses, damages or expenses (including attorneys fees) (other than only to the extent determined by a Final Order to be due to the Trustees own gross negligence or willful misconduct after the Effective Date) to the fullest extent permitted by applicable law. Any action taken or omitted to be taken with the approval of the Bankruptcy Court will conclusively be deemed not to constitute gross negligence or willful misconduct. iii. Bond. The Trustee shall not be required to post a bond, unless ii. otherwise ordered by the Bankruptcy Court. L. Confidentiality. The Trustee shall hold, and shall cause his agents and representatives to hold, during the period that he serves as Trustee under this Agreement, strictly confidential (except as required by law or order of a court) and not use for personal gain any material, non-public information of or pertaining to any entity or matter to which any of the Liquidating Trust Assets relates or of which he has become aware in his capacity as Trustee. M. Final Decree. It shall be the duty of the Trustee to seek and obtain a final decree or decrees from the Bankruptcy Court. N. Termination. The duties, responsibilities and powers of the Trustee will terminate on the date the Liquidating Trust is dissolved under applicable law in accordance with the Plan and this Agreement, or by an Order of the Bankruptcy Court. ARTICLE II THE LIQUIDATING TRUST A. Transfer of Assets to Liquidating Trust. Pursuant to the Plan, Debtors and the Trustee hereby establish, on behalf of the Beneficiaries, and Debtors hereby transfer, assign, and deliver to the Liquidating Trust, on behalf of the Beneficiaries: (i) any and all Avoidance Actions and any products and proceeds thereof, (ii) the Causes of Action and any products or proceeds thereof; (iii) the units of FastShip, LLC owned by the Debtors, and (iv) all other assets of the Debtors in existence on the Effective Date and any and all proceeds thereof, except for certain funds which may remain in the Debtors Estates at the discretion of the Debtors in order to pay certain Administrative Claims or Professional Fee Claims incurred under the DIP Budget, or any other assets set forth in the Plan specifically not transferred to the Liquidating Trust. For avoidance of doubt, the Liquidating Trust Assets do not include the IP Litigation. The Trustee agrees to accept and hold the Liquidating Trust Assets for the Beneficiaries, subject to the terms of the Plan and this Agreement. B. Title to Assets. The transfer of the Transferred Assets to the Liquidating Trust (after taking into account any payment by Debtors on the Effective Date to and/or funding of the Allowed Administrative Claims and Allowed Tax Claims) shall be made for the benefit of the Beneficiaries in accordance with the Plan and this Agreement. The payment of Distributions and

9
7092480 v5

the utilization of all Liquidating Trust Assets shall be made in accordance with the Plan and this Agreement. C. Grantor Trust. For all federal income tax purposes, all parties (including, without limitation, Debtors, the Trustee, and the Beneficiaries) shall treat the transfer of Debtors assets to the Liquidating Trust, as set forth in this Article II(G)(i), as a transfer of such assets to the Beneficiaries followed by a transfer of such assets by the Beneficiaries to the Liquidating Trust. Thus, the Beneficiaries shall be treated as the grantors and owners of the Liquidating Trust for federal income tax purposes. D. Funding of Liquidating Trust. Debtors shall, on the Effective Date, transfer to the Liquidating Trust on behalf of the Beneficiaries Debtors assets to form the Liquidating Trust Assets. Following such transfer, Debtors shall have no further obligation to provide any funding with respect to the Liquidating Trust. E. Valuation of Assets. As set forth in the Disclosure Statement, the Debtors value the Liquidating Trust assets as having nominal value. In essence such assets in the view of the Debtors are worth less than $50,000 in total. This valuation shall be used consistently by all parties (including Debtors, the Trustee and the Beneficiaries) for all federal income tax purposes. F. Termination of Liquidating Trust.

i. Five Year Duration. The Liquidating Trust will terminate no later than the fifth (5th) anniversary of the Effective Date; provided, however, on or prior to the date that is six (6) months prior to such termination, the Bankruptcy Court, upon motion by a party in interest, may extend the term of the Liquidating Trust for a finite period if it is necessary to the liquidating purpose thereof. Multiple extensions may be obtained so long as Bankruptcy Court approval is obtained at least six (6) months prior to the expiration of each extended term; provided, however, that the Trustee receives an opinion of counsel or a favorable ruling from the IRS that any further extension would not adversely affect the status of the trust as a grantor trust for federal income tax purposes. ii. Expeditious Liquidation. The Trustee shall not unduly prolong the duration of the Liquidating Trust and shall at all times endeavor to resolve, settle or otherwise dispose of all claims that constitute Liquidating Trust Assets and to effect the distribution of the Liquidating Trust Assets to the Beneficiaries in accordance with the terms hereof and terminate the Liquidating Trust as soon as practicable. ARTICLE III BENEFICIARIES A. Identification of Beneficiaries. In order to determine the actual names, addresses and tax identification numbers of the Beneficiaries, the Trustee shall be entitled to conclusively rely on the names, addresses and tax identification numbers set forth in the most recent proof of Claim, Administrative Claim, pleading, notice of appearance, or written change of address notice Filed and served on Debtors. If a Beneficiary has not Filed any of the foregoing documents or written notice indicating such information, the Trustee shall be entitled to conclusively rely on the names, addresses and tax identification numbers reflected in the 10
7092480 v5

applicable Schedules of Debtors or, if more recent, contained in Debtors records. Each Beneficiarys right to distribution from the Liquidating Trust, which is dependent upon such Beneficiarys classification under the Plan, shall be that accorded to such Beneficiary under the Plan. Each distribution by the Trustee to the Beneficiaries shall be made in accordance with the terms set forth herein. B. Withholding. The Trustee may withhold from the amounts distributable to the Beneficiaries from the Liquidating Trust Assets at any time such sum or sums as may be required to be withheld under the income tax laws of the United States or of any state or political subdivision thereof. C. Tax Identification Numbers. The Trustee shall request (in writing) from each Beneficiary a properly completed IRS Form W-9 or substitute Form W-9 providing the Employer or Taxpayer Identification Number for each Beneficiary as assigned by the IRS. Any Beneficiary that does not provide a completed Form W-9 within forty-five (45) days of the date of such written request (which such response deadline shall be included in the written request by the Trustee) sent by the Trustee shall have its Claim disallowed. D. Classes of Beneficial Interests in the Liquidating Trust. The Liquidating Trust is created for the benefit of the holders of (i) Allowed Administrative Claims; (ii) Allowed Priority Tax Claims; and (iii) Allowed Claims and Interests in Classes 1-3, 5 and 6 of the Plan. i. Class A Interests. Holders of Allowed Administrative Claims and Allowed Priority Tax Claims shall receive Class A beneficial interests in the Liquidating Trust (individually, a Class A Interest and collectively, the Class A Interests) upon such prior time as each such Administrative Claims or Tax Claim is allowed or the Effective Date. The Trustee shall pay each Holder of a Class A Interest Cash equal to the amount of such holders Allowed Administrative Claim or Allowed Tax Claim as soon as reasonably practicable after the date of allowance. ii. Class E Interests. Holders of Allowed Excess Fee Claims shall receive Class E beneficial interests in the Liquidating Trust (individually, a Class E Interest and collectively, the Class E Interests) upon such prior time as each such Excess Fee Claim is allowed or the Effective Date. The Trustee shall pay each Holder of an Allowed Excess Fee Claim Cash from the Distribution Account equal to the amount of such Holders Allowed Excess Fee Claim on a Pro Rata basis with all other Excess Fee Claims in such Class until such Allowed Excess Fee Claim is paid in full. iii. Class 1 Interests. The Holders of Allowed Claims in Class 1 of the Plan shall receive Class 1 beneficial interests in the Liquidating Trust (individually, a Class 1 Interest and collectively, the Class 1 Interests). The Trustee shall pay each holder of a Class 1 Interest Cash from the Distribution Account equal to the amount of such Holders Allowed Claim on a Pro Rata basis with all other Allowed Claims in such Class until such Allowed Claim is paid in full. iv. Class 2 Interests. The Holders of Allowed Claims in Class 2 of the Plan shall receive Class 2 beneficial interests in the Liquidating Trust (individually, a Class 2 11
7092480 v5

Interest and collectively, the Class 2 Interests). The Trustee shall pay each holder of a Class 2 Interest Cash from the Distribution Account equal to the amount of such Holders Allowed Claim on a Pro Rata basis with all other Allowed Claims in such Class until such Allowed Claim is paid in full. v. Class 3 Interests. The Holders of Allowed Claims in Class 3 of the Plan shall receive Class 3 beneficial interests in the Liquidating Trust (individually, a Class 3 Interest and collectively, the Class 3 Interests). The Trustee shall pay each Holder of a Class 3 Interest Cash from the Distribution Account equal to the amount of such holders Allowed Claim on a Pro Rata basis with all other Allowed Claims in such Class until such Allowed Claim is paid in full. vi. Class 5 Interests. The Holders of Allowed Equity Interests in Class 5 of the Plan shall receive Class 5 beneficial interests in the Liquidating Trust (individually, a Class 5 Interest and collectively, the Class 5 Interests). The Trustee shall pay each Holder of a Class 5 Interest Cash from the Distribution Account equal to the amount of liquidation preference of such holders Allowed Equity Interest until such Allowed Claim is paid in full. vii. Class 6 Interests. The Holders of Allowed Equity Interests in Class 6 of the Plan shall receive Class 6 beneficial interests in the Liquidating Trust (individually, a Class 6 Interest and collectively, the Class 6 Interests). The Trustee shall pay each Holder of a Class 6 Interest Cash from the Distribution Account equal to the amount of such holders Allowed Equity Interest on a Pro Rata basis with all other Allowed Equity Interests. ARTICLE IV PURPOSE, AUTHORITY, LIMITATIONS, AND DISTRIBUTIONS A. Purpose of the Liquidating Trust. The Liquidating Trust shall be established for the primary purpose of liquidating its assets, in accordance with Treasury Regulation 301.7701-4(d), with no objective to continue or engage in the conduct of a trade or business except to the extent reasonably necessary to, and consistent with, the liquidating purpose of the Liquidating Trust. Accordingly, the Liquidating Trust shall, in an expeditious but orderly manner, liquidate and convert to cash the Liquidating Trust Assets, make timely distributions and not unduly prolong the duration of the Liquidating Trust. The liquidation of the Liquidating Trust Assets may be accomplished through the prosecution, compromise and settlement, abandonment or dismissal of any or all claims, rights, Causes of Action, Avoidance Actions, or otherwise. B. Resolution of Liquidating Trust Assets by the Trustee. The Trustee shall be empowered to and, in his discretion (subject to the provisions hereof), may take all appropriate action with respect to the prosecution, settlement or other resolution of Claims, Causes of Action, and Avoidance Actions constituting the Liquidating Trust Assets. The Trustee shall deal with all collections and settlements within the normal course of his duties.

12
7092480 v5

C.

Books and Records.

i. Liquidating Trusts Books and Records. On behalf of the Liquidating Trust, the Trustee shall maintain, in respect of the Liquidating Trust and the Beneficiaries, books and records relating to the assets and income of the Liquidating Trust and the payment of expenses of, and liabilities of, claims against or assumed by, the Liquidating Trust in such detail and for such period of time as may be necessary to enable him to make full and proper accounting in respect thereof and to comply with applicable provisions of law. Nothing in this Agreement requires the Liquidating Trust or the Trustee to file any accounting or seek approval of any court with respect to the administration of the Liquidating Trust, or as a condition for making any payment or distribution out of the Liquidating Trust Assets. Beneficiaries shall have the right upon thirty (30) days prior written notice delivered to the Trustee to inspect such books and records, provided that, if so requested, such Beneficiary shall have entered into a confidentiality agreement satisfactory in form and substance to the Trustee. ii. Debtors Books and Records. On the Effective Date, the Debtors books and records in any form, including all electronic records (the Books and Records), shall be transferred to the Liquidating Trust, which shall be shared, as necessary, with FastShip, LLC regarding the prosecution of the IP Litigation. To the extent the Debtors retained Books and Records and such were transferred to the Liquidating Trust, the Liquidating Trustee shall be free, in his or her discretion to abandon, destroy, or otherwise dispose of the Books and Records in compliance with applicable nonbankruptcy law; provided, however, that in the Liquidating Trustees discretion, these Books and Records may be destroyed or disposed of beginning two years after the Effective Date notwithstanding any applicable laws, rules, or regulations that would have required the Debtors to retain such Books and Records. D. Disputed Claim Reserve. The Trustee may maintain, in accordance with the Trustees powers and responsibilities under the Plan and this Agreement, a reserve for any distributable amounts to be set aside on account of Disputed Claims; provided, however, that the Trustee may not retain Cash or Cash equivalents in excess of a reasonable amount to meet any claims or contingent liabilities (including the Disputed Claims) or to maintain the value of the Liquidating Trust Assets during liquidation. Such amounts (net of any expenses, including any taxes, of the escrow relating thereto) shall be distributed, as provided herein and in the Plan, as such Disputed Claims against Debtors are resolved. E. Application of Liquidating Trust Assets (Distributions and Reserves). In accordance with this Article IV(E), the Liquidating Trustee is required to distribute to the Beneficiaries on account of their interests in the Liquidating Trust the proceeds of the IP Litigation as well as the proceeds of the sale of any other Transferred Assets from the Distribution Account on a quarterly basis (each such date of quarterly distribution, a Distribution Date) from the Effective Date. Each such distribution, not including the distribution on the Final Distribution Date (the Distribution Date after the last of the Trust Assets is sold or collected upon and a Final Order has been entered with respect to the IP Litigation), shall include a distribution of all Cash (including treating any permissible investment as Cash for purposes of this provision), except such amounts (i) as have been reserved on account of 13
7092480 v5

Disputed Claims, or are otherwise part of the claims reserve established by the Trustee, (ii) as are reasonably necessary to maintain the value of the Liquidating Trust Assets during liquidation, (iii) as are necessary to pay reasonably incurred or anticipated expenses (including, but not limited to, any taxes imposed on or payable by the Debtors or the Liquidating Trust or in respect of the Liquidating Trust Assets), or (iv) as are necessary to satisfy other liabilities incurred or anticipated by the Liquidating Trust in accordance with the Plan or this Agreement and the Liquidation Trust Budget; provided, however, that the Liquidating Trustee shall not be required to make a distribution pursuant to this Article IV(E) if the aggregate, net amount of unrestricted Cash available for distribution (taking into account the above listed exclusions) is such as would make the distribution impracticable as reasonably determined by the Trustee, in accordance with applicable law. Following the Final Distribution, if, as a result of undeposited checks or undeliverable mail, there remains in the Distribution Account 180 days after the Final Distribution, Cash less than $10,000, those funds may, in the Trustees sole discretion, be donated to any 501(c)(3) tax entity the Trustee chooses. If such proceeds are greater than $10,000, then the Trustee shall make a supplemental Final Distribution of all remaining funds, in accordance with the delineation of distributions set forth in Article IV(E)(ii) herein. i. Payment of Certain Costs and Expenses. The Trustee shall hold and maintain any distributions its receives from FastShip, LLC with regard to its ownership interest in FastShip,on account of its membership interests in Fastship LLC in the IP Litigation Proceeds Account, which shall first be used to pay expenses in accordance with Article IV, Section K of the Plan. The funds remaining after the payment of such expenses, if any, shall be transferred to the Distribution Account for distribution in accordance with Article IV(E)(ii) below. ii. Distributions from the Distribution Account. The Trustee shall hold and maintain all proceeds of the Transferred Assets in the Distribution Account. The funds held in the Distribution Account shall be transferred as follows: (a) FIRST to the Beneficiaries holding Class E interests in the Trust pari passu until such Excess Fee Claims are paid in full; (b) SECOND to the Beneficiaries holding Class 1 interests in the Trust pari passu until such Claims are paid in full; (c) THIRD to the Beneficiaries holding Class A interests in the Trust pari passu until such Claims are paid in full; (d) FOURTH to the Beneficiaries holding Class 2 interests in the Trust pari passu until such Claims are paid in full; (e) FIFTH to the Beneficiaries holding Class 3 interests in the Trust pari passu until such Claims are paid in full; (f) SIXTH to the Beneficiaries holding Class 5 interests in the Trust pari passu until such Equity Interests receives its liquidation preference in full;

14
7092480 v5

(g) SEVENTH to the Beneficiaries holding Class 6 interests in the Trust pari passu in accordance with their Equity Interests. iii. Delay of Distribution. The Liquidating Trust shall distribute to the Beneficiaries all net Cash recoveries plus all net Cash proceeds from the liquidation of the Liquidating Trust Assets (including as cash for this purpose, all Cash equivalents) in accordance with this Article IV(E) at such time intervals as decided by the Liquidating Trust in accordance with the terms of the Plan and this Agreement. Notwithstanding any other provision of this Agreement or the Plan to the contrary, Distributions or payments may be deferred or delayed in the discretion of the of the Trustee for a reasonable time in the event that such deferral is necessary to permit investments to reach maturity, in the event that additional time is needed to make a proper Distribution or payment, or in the event that the receipt of additional funds is necessary to make meaningful payments. F. Undeliverable Distributions

i. Holders of Undeliverable Distributions. If any distribution pursuant to this Plan to any Holder is returned to the Trustee as undeliverable, no further distributions shall be made to such Holder unless and until the Trustee is notified by such Holder, in writing, of such Holders then-current address, and only if done within 180 days after the mailing of such distribution, or if the post-office provides a forwarding address within the same 180 day period. Upon such an occurrence, the appropriate distribution shall be made as soon as reasonably practicable after such distribution has become deliverable. All Entities ultimately receiving previously undeliverable Cash shall not be entitled to any interest or other accruals of any kind. Nothing contained in the Plan or this Agreement shall require the Debtors, the Trustee, or any of their respective agents, employees, attorneys or professionals to attempt to locate any Beneficiary. ii. Failure to Claim Undeliverable Distributions. Any Holder of an Allowed Claim or Interest entitled to an undeliverable or unclaimed distribution that does not provide notice of such Holders correct address to the Debtors and the Trustee within the later of 180 days after (i) the Effective Date or (ii) the date of the initial distribution made by the Debtors or the Liquidating Trustee to such Holder, shall be deemed to have forfeited its Claim or Interest, as the case may be, for such undeliverable or unclaimed distribution and shall be forever barred and enjoined from asserting any such Claim or Interest, as the case may be, for an undeliverable or unclaimed distribution against any of the Debtors, their Estates or the Liquidating Trust. In such cases, the Forfeited Distributions shall be distributed in accordance with the terms of the Plan. G. No Interest on Claims. Except as set forth in a Final Order of the Bankruptcy Court, no Beneficiary shall be entitled to interest accruing on or after the Petition Date on such Claim. Interest shall not accrue or be paid on any Disputed Claim with respect to the period from the Petition Date to the date a final Distribution or payment is made thereon if and after any such Disputed Claim, or any part thereof, becomes an Allowed Claim.

15
7092480 v5

H. Rounding. Whenever any payment of a fraction of a dollar would otherwise be called for, the actual payment shall reflect a rounding of such fraction to the nearest dollar (up or down), with half dollars being rounded down. I. Setoffs. Pursuant to Bankruptcy Code 553 and applicable non-bankruptcy law, the Trustee may setoff against any Allowed Claim or Interest and the Distributions to be made thereon pursuant to this Agreement and the Plan, the claims, rights and causes of action of any nature that Debtors or the Liquidating Trust may hold against such Beneficiary prior to any distribution on account of such Allowed Claim or Interest. Debtors or the Trustees election not to exercise such setoff rights, pursuant to this provision, shall not constitute a waiver of or in any way affect such claims, rights and causes of action which Debtors or the Trustee may possess against such Beneficiary. To the extent that the amount of Debtors or the Trustees claim, right or cause of action exceeds the amount of the Allowed Claim or Distribution against which it is setoff, Debtors or the Trustee, as applicable, shall reserve its right to recover the full amount of such excess from such Beneficiary. Notwithstanding anything to the contrary herein, any party against whom the Debtors, their Estates, the Liquidating Trustee, or the Liquidating Trust may assert any such set-off retains the right to challenge such set-off in any court of competent jurisdiction. J. De Minimis Distributions. If the amount due any Beneficiary would result in a Distribution or payment in an amount less than twenty dollars ($20.00), such Beneficiary shall not receive such Distribution or payment, unless a specific request therefor is made in writing to the Trustee on or before one hundred and twenty (120) days after the Effective Date. K. Taxes. The Trustee will comply with all tax withholding and reporting requirements imposed by all governmental entities, and all Distributions or payments pursuant to this Agreement and the Plan will, to the extent applicable, be subject to such withholding and reporting requirements. Debtors and the Trustee shall be authorized to take any and all actions that may be necessary or appropriate to comply with such withholding and reporting requirements. Notwithstanding any other provision of this Agreement or the Plan, each entity receiving a Distribution or payment pursuant to the Plan shall have sole and exclusive responsibility for the satisfaction and payment of any tax obligations imposed by any governmental unit, including income, withholding and other tax obligations, on account of such Distribution or payment. Pending the implementation of satisfactory arrangements, any Distribution or payment to be made pursuant to the Plan shall be treated as undeliverable. L. Compliance with Laws. Any and all distributions of Liquidating Trust Assets shall be in compliance with applicable laws, including, but not limited to, applicable federal and state securities laws. ARTICLE V SUCCESSOR TRUSTEES A. Removal. The Trustee may be removed by order of the Bankruptcy Court. Further, the Appointment Group shall be authorized to remove and replace the Trustee if circumstances, in their collective judgment, warrant such removal.

16
7092480 v5

B. Resignation. The Trustee may resign by giving not less than thirty (30) days prior written notice thereof to the Bankruptcy Court or, after a final decree has been entered in the Bankruptcy Cases, to the Appointment Group. Such resignation shall become effective on the later to occur of (i) the date specified in such notice and (ii) the selection of a successor and the acceptance by such successor of such appointment. C. Acceptance of Appointment by Successor Trustee. Any successor Trustee shall be chosen by the majority vote of the Delaware River Port Authority, Kathryn R. Chambers, Roland K. Bullard, II, Dennis J. Colgan, Jr. and Christopher J. Rankin (collectively, the Appointment Group). Any successor Trustee appointed hereunder shall execute an instrument accepting such appointment hereunder and shall file such acceptance with the Liquidating Trust records. Thereupon, such successor Trustee shall, without any further act, become vested with all the estates, properties, rights, powers, trusts and duties of his predecessor in the Liquidating Trust with like effect as if originally named herein; provided, however, that a removed or resigning Trustee shall, nevertheless, when requested in writing by the successor Trustee, execute and deliver an instrument or instruments conveying and transferring to such successor Trustee under the Liquidating Trust all the estates, properties, rights, powers, and trusts of such predecessor Trustee. ARTICLE VI REPORTING A. Tax and Other Reports Generally. As soon as practicable after the end of each calendar year, and as soon as practicable upon termination of the Liquidating Trust, the Trustee shall submit to the Bankruptcy Court a written report including: (i) financial statements of the Liquidating Trust at the end of such calendar year or period and the receipts and disbursements of the Liquidating Trust for such period; (ii) a description of any action taken by the Trustee in the performance of his duties which materially and adversely affects the Liquidating Trust and of which notice has not previously been given to the Beneficiaries, and (iii) subject to Article VI(B) hereof, a separate statement for each Beneficiary setting forth the holders share of items of income, gain, loss, deduction or credit and instructing all such holders to report such items on their federal income tax returns. The Trustee shall promptly submit additional reports to the Bankruptcy Court and whenever an adverse material event or change occurs which affects either the Liquidating Trust or the rights of the Beneficiaries hereunder. B. Federal Income Tax.

i. Grantor Trust Status. Subject to definitive guidance from the IRS or a court of competent jurisdiction to the contrary (including the issuance of applicable Treasury Regulations, the receipt by the Trustee of a private letter ruling if the Trustee so requests one, or the receipt of an adverse determination by the IRS upon audit if not contested by the Trustee), the Trustee shall file returns for the Liquidating Trust as a grantor trust pursuant to Treasury Regulation 1.671-4(a). ii. Allocations of Liquidating Trust Taxable Income. All of the Liquidating Trusts income is subject to tax on a current basis, regardless of whether the Trustee has established a reserve for Disputed Claims against Debtors. Subject to the provisions of 17
7092480 v5

Article VI(B)(i) hereof, allocations of Liquidating Trust taxable income among Beneficiaries shall be determined by reference to the manner in which an amount of cash equal to such taxable income would be distributed (without regard to any restriction on distributions described herein) if, immediately prior to such deemed distribution, the Liquidating Trust had distributed all of its other assets (valued for this purpose at their tax book value) to Beneficiaries (treating to the extent determined by the Trustee in his sole discretion, any holder of a Disputed Claim against Debtors, for this purpose, as a current Beneficiary entitled to distributions), taking into account all prior and concurrent distributions from the Liquidating Trust (including all distributions held in reserve pending the resolution of Disputed Claims against Debtors). Similarly, taxable losses of the Liquidating Trust will be allocated among Beneficiaries by reference to the manner in which an economic loss would be borne immediately after a liquidating distribution of the remaining Liquidating Trust Assets. The tax book value of the Liquidating Trust Assets for this purpose shall equal their fair market value on the Effective Date or, if later, the date such assets were acquired by the Liquidating Trust, adjusted in either case in accordance with tax accounting principles prescribed by the IRS Code), the regulations promulgated thereunder and other applicable administrative and judicial authorities and pronouncements. iii. Taxable Income for Disputed Claims Reserve. Any net taxable income with respect to the Disputed Claim Reserve assets will be subject to tax at the Trust level as if it were a C corporation for federal income tax purposes. For the avoidance of doubt, the Liquidating Trust will not constitute a business entity. C. Other Reporting Requirements. The Trustee shall also file (or cause to be filed) any other statements, returns or disclosures relating to the Liquidating Trust, that are required to be filed by any governmental unit or under applicable law, guidelines, rules and regulations. ARTICLE VII TRANSFER OF BENEFICIARYS INTERESTS The interests of the Beneficiaries in the Liquidating Trust, which are reflected only on the records of the Liquidating Trust maintained by the Trustee, are not negotiable and shall be transferable, subject to the Trustees ability to prevent such transfer pursuant to Section I.F.4 hereof, after written notice to the Trustee only: (1) pursuant to applicable laws of descent and distribution (in the case of a deceased individual Beneficiary); or (2) by operation of law. The Trustee shall not be required to record any transfer in favor of any transferee which, in the sole discretion of the Trustee, is or might be construed to be ambiguous or to create uncertainty as to the holder of the interest in the Liquidating Trust. Until a transfer is in fact recorded on the books and records maintained by the Trustee for the purpose of identifying Beneficiaries, the Trustee, whether or not in receipt of documents of transfer or other documents relating to the transfer, may nevertheless make distributions and send communications to Beneficiaries, as though they have no notice of any such transfer, and in so doing the Trustee shall be fully protected and incur no liability to any purported transferee or any other Entity.

18
7092480 v5

ARTICLE VIII MISCELLANEOUS PROVISIONS A. Amendment; Waiver. This Agreement cannot be amended or waived in a material manner without approval of the Bankruptcy Court; provided, however, that no change shall be made to this Agreement that would adversely affect the federal income tax status of the Liquidating Trust as a grantor trust. B. Intention of Parties to Establish Grantor Trust. This Agreement is intended to create a liquidating trust, as defined in Treasury Regulations 301.7701-4(d), to be taxed as a grantor trust for federal income tax purposes and, to the extent provided by law, shall be governed and construed in all respects as a grant or trust. C. Preservation of Privilege. In connection with the rights, claims, and causes of action that constitute the Liquidating Trust Assets, any attorney-client privilege, work-product privilege, or other privilege or immunity attaching to any documents or communications (whether written or oral) transferred to the Liquidating Trust shall vest in the Liquidating Trust and its representatives, and Debtors and the Trustee are authorized to take all necessary actions to effectuate the transfer of such privileges. D. Cooperation. Debtors shall provide the Trustee with copies of such of its books and records as the Trustee shall reasonably require for the purpose of performing his duties and exercising his powers hereunder. E. Laws as to Construction. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to rules governing the conflict of law. In the case of a conflict between the Plan and this Agreement, the Plan shall control. F. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be finally determined by a court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and such provision of this Agreement shall be valid and enforced to the fullest extent permitted by law unless the Agreement, as modified, will no longer effectuate the intent of the parties hereto in all material respects. G. Notices. Any notice or other communication hereunder shall be in writing and shall be deemed to have been sufficiently given, for all purposes, if deposited, postage prepaid, in a post office or letter box addressed to the person for whom such notice is intended at such address as set forth below or such other address as filed with the Bankruptcy Court: i. If to Debtors, the Liquidating Trust or the Trustee: Raymond H. Lemisch, Esq. Benesch, Friedlander, Coplan & Aronoff LLP 222 Delaware Avenue, Suite 801 Wilmington, DE 19801 19
7092480 v5

ii. Notices if to a Beneficiary. Any notice or other communication hereunder shall be in writing and shall be deemed to have been sufficiently given, for all purposes, if deposited, postage prepaid, in a post office or letter box addressed to the person for whom such notice is intended to the name and address determined in accordance with Article III(A) hereof. H. Headings. The section headings contained in this Agreement are solely for convenience of reference and shall not affect the meaning or interpretation of this Agreement or of any term or provision hereof. I. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original but all of which taken together shall constitute one and the same instrument.

20
7092480 v5

IN WITNESS WHEREOF, the parties hereto have either executed and acknowledged this Agreement, or caused it to be executed and acknowledged on their behalf by their duly authorized officers all as of the date first above written. DEBTORS: FASTSHIP, INC.

By: Its: FASTSHIP ATLANTIC, INC.

By: Its: THORNYCROFT, GILES & CO., INC.

By: Its: TRUSTEE: THE BROWNSTEIN CORPORATION

By: Its:

21
7092480 v5

Budget

EXHIBIT A Liquidating Trust Budget $

(1 0)

TheBrownsteinCorporation(Trustee) StoragecostsforFSIrecords Legalcosts Trustee'sexpenses Distributioncosts Administration ConsultantsGiles ConsultantsBullard ConsultantsChambers USTrusteeQuarterlyFee

30,000

(1) (2) (3) (4) (5) (6) (7) (8) (9)

10,500

20,000 12,000 5,000 12,000 210,000 5,000 4,000 2,275 308,500310, 775

total NOTES:

(1)BrownsteinCorporationwillbepaid$525perhourforactualtimespent,withan aggregatelimitof$50,000forservicesasFinancialAdvisorduringthebankruptcyandas TrusteeduringtheexistanceexistenceoftheLiquidatingTrust.Thebudgetforservicesas FinancialAdvisorduringthebankruptcyis$20,000;accordingly,$30,000hasbeenbudgeted forservicesasTrustee.Anyfeesincurredinexcessof$50,000willbepaidfromthe LiquidatingTrust'sshareofanyawardfromthepatentinfringementlitigation.

(2)Estimate.Assumes$175permonthfor60months. (3)Estimate.ThisamountisintendedtocoveranylegalcostsincurredbytheTrusteeon suchmattersassecuringanIRStaxruling,orcontestingclaims.

(5)Estimate.

(4)Estimate.Assumes$200permonthfor60months.

(6)Estimate.Assumes$200permonthfor60months.Includesmaintenanceofbooksand records,paymentoffranchiseandothertaxesifappropriate.

7092480 v5

(7)24months@$8750,asperconsultingagreement

(8)Estimate.Assumes40hoursatagreedrateof$125perhour. (9)Estimate.Assumes40hoursatagreedrateof$100perhour.

(10)USTrusteefeeforthequarterendingSeptember2012.Assumesthatthefull bankruptcybudgetof$400,000isexpended,ofwhich$158,000isexpendedinthethird calendarquarter.

2
7092480 v5 Doc 7092480 Ver 9.

Document comparison by Workshare Professional on Tuesday, June 26, 2012 9:25:25 PM Input: Document 1 ID Description Document 2 ID Description Rendering set Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions Deletions Moved from Moved to Style change Format changed Total changes 16 23 0 0 0 0 39 interwovenSite://DMS1C/Benesch/7092480/9 #7092480v9<Benesch> - FastShip - Liquidating Trust Agreement v Final interwovenSite://DMS1C/Benesch/7092480/10 #7092480v10<Benesch> - FastShip - AMENDED Liquidating Trust Agreement v Final 1. Add=bold DbUnderline, Delete=strikethru

EXHIBIT C

FUNDING AGREEMENT This FUNDING AGREEMENT (this Agreement) is made this ___ day of June, 2012, by and among FastShip, LLC (FastShip), a Delaware limited liability company, the Liquidating Trust of FastShip, Inc., et al. (the Liquidating Trust together with FastShip, the Borrowers), and IP Co., LLC (Lender together with Borrowers, the Parties). R E C I T A L S: A. On March 20, 2012, FastShip, Inc., FastShip Atlantic, Inc. and Thornycroft, Giles & Co., Inc. (collectively, the Debtors) filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code (defined herein) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). B. By order, dated June __, 2012, the Bankruptcy Court confirmed the Plan (defined herein). Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Plan. C. Pursuant to the terms of the Plan, FastShip was formed with the sole purpose of prosecuting the IP Litigation and the Liquidating Trust was formed for the purpose of liquidating and distributing the Debtors assets. D. The Lender has agreed, subject to the terms and conditions set forth herein, to provide funding to FastShip for the prosecution of the IP Litigation and to the Liquidating Trust for the costs and expenses of administering the Liquidating Trust. NOW THEREFORE, in consideration of the premises, and the mutual covenants and agreements set forth herein, the parties agree as follows: A G R E E M E N T S: 1. DEFINITIONS.

1.1. Defined Terms. For the purposes of this Agreement, the following capitalized words and phrases have the meanings set forth below. Capitalized terms not otherwise defined shall have the meanings given to them in the Plan. 1.1.1. Bankruptcy Code means title 11 of the United States Code, 11 U.S.C. 101, et seq., as amended from time to time. Budgets means the IP Litigation Budget and the Liquidating Trust Budget. Business Day means any day, excluding Saturdays, Sundays, or legal holidays (as defined in Bankruptcy Rule 9006(a)). Cash means legal tender of the United States of America or equivalents thereof. Chapter 11 Cases means the cases commenced under chapter 11 of the Bankruptcy Code by the Debtors on the Petition Date currently pending before the Bankruptcy Court.

1.1.2. 1.1.3.

1.1.4. 1.1.5.

1.1.6.

Confirmation means the entry of the Confirmation Order, subject to all conditions specified in Article IX of the Plan having been satisfied or waived pursuant to Article IX.C of the Plan. Confirmation Date means the date upon which the Confirmation Order is entered on the docket of the Bankruptcy Court. Confirmation Order means the order of the Bankruptcy Court confirming the Plan in accordance with the provisions of chapter 11 of the Bankruptcy Code. Consulting Agreements shall mean the consulting agreements between the Liquidating Trust and each of Strategic Performance, Inc., Kathryn R. Chambers, and Thornycroft, Giles & Associates, Ltd.

1.1.7.

1.1.8.

1.1.9.

1.1.10. Effective Date means the date selected by the Debtors that is a Business Day after the Confirmation Date on which all conditions specified in Article IX.B of the Plan have been satisfied or waived pursuant to Article IX.C of the Plan and no stay of the Confirmation Order is in effect. 1.1.11. Event of Default means any of the events or conditions which are set forth in Section 4 herein. 1.1.12. File or Filed means file or filed with the Bankruptcy Court or its authorized designee in the Chapter 11 Cases. 1.1.13. Final Order means an order or judgment of the Bankruptcy Court, or other court of competent jurisdiction, with respect to the subject matter, that has not been reversed, stayed, modified, or amended, and is no longer subject to appeal, certiorari proceeding, or other proceeding for review, reargument, or rehearing, and as to which no appeal, certiorari proceeding, or other proceeding for review, reargument, or rehearing has been timely requested or is then pending and the time to file any such appeal, certiorari proceeding, or other proceeding for review, reargument, or rehearing has expired or as to which any right to appeal, petition for certiorari, reargue, or seek rehearing shall have been waived in writing in form and substance satisfactory to the Debtors. 1.1.14. IP Litigation means the litigation to be pursued by FastShip against the U.S. Government and perhaps others arising from the alleged infringement by the U.S. Government on the patents of Thornycroft, Giles & Go., Inc. which IP Litigation when transferred to FastShip will include a transfer as well of any defenses to any counterclaims which may be asserted by the government as well as any patents integral in the prosecution of the IP Litigation. 1.1.15. IP Litigation Budget means the budget attached hereto as Schedule 1. 1.1.16. IP Litigation Counsel means the legal counsel engaged by FastShip to prosecute the IP Litigation. 1.1.17. Liquidating Trust Assets means the Transferred Assets. 1.1.18. Liquidating Trust Budget means the budget attached hereto as Schedule 2.

1.1.19. Liquidating Trustee shall mean The Brownstein Corporation, or such successor Liquidating Trustee as appointed pursuant to the Liquidating Trust Agreement. 1.1.20. Notice of Termination shall mean a notice given by Lender pursuant to Article IV(E)(1)(e) of the Plan, advising that Lender is ceasing funding under this Agreement because Lender has determined, after consultation with the Trustee and IP Litigation Counsel, that the IP Litigation is sufficiently impaired such that there is a low likelihood of a satisfactory conclusion. 1.1.21. Operating Agreement means the Limited Liability Company Agreement of FastShip. 1.1.22. Plan means the Joint Liquidating Second Amended Plan of FastShip, Inc. and Its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code, including, without limitation, any exhibits, supplements, appendices, and schedules hereto, either in its present form or as it may be amended, modified, altered, or supplemented from time to time in accordance with the terms and provisions hereof. 1.1.23. Plan Documents means each of the Consulting Agreements, Plan, Disclosure Statement, Liquidating Trust Agreement, and Operating Agreement and any other document or agreement in the Plan Supplement, and any and all such other instruments, documents, certificates and agreements affecting the rights and obligations between the parties hereto, and all amendments, restatements, supplements and other modifications thereto. 1.1.24. Transferred Assets shall mean (i) any and all Avoidance Actions and any products and proceeds thereof; (ii) the Causes of Action and any products or proceeds thereof; (iii) the units of FastShip owned by the Debtors and all other assets of the Debtors in existence on the Effective Date and any and all proceeds thereof, except for certain funds which may remain in the Debtors Estates, at the discretion of the Debtors, in order to pay certain Administrative Claims or Professional Fee Claims incurred under the DIP Budget, or any other assets set forth in the Plan, specifically not transferred to the Liquidating Trust. For avoidance of doubt, the Transferred Assets shall not include the IP Litigation. 1.1.25. Trust Agreement means the Liquidating Trust Agreement dated June ___, 2012, by and among the Debtors and The Brownstein Corporation. 1.2. 1.2.1. Interpretive Provisions. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. Whenever the context so requires, the neutral gender includes the masculine and feminine, the single number includes the plural, and vice versa, and in particular the word Borrower shall be so construed. Section and schedule references are to this Agreement unless otherwise specified. The words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. The term including is not limiting, and means including, without limitation.

1.2.2.

1.2.3.

1.2.4.

In the computation of periods of time from a specified date to a later specified date, the word from means from and including; the words to and until each mean to but excluding, and the word through means to and including. Unless otherwise expressly provided herein, references to agreements (including this Agreement and the other Plan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms of the Plan or any other Plan Document. To the extent any of the provisions of the other Plan Documents are inconsistent with the terms of this Agreement, the provisions of the Plan govern.

1.2.5.

1.2.6.

2.

COMMITMENTS AND RIGHTS OF THE LENDER. 2.1. Funding of the IP Litigation. The Lender shall make funds available to FastShip, or make payment directly to vendors, at the sole discretion of the Manager of FastShip in the amounts set forth in the IP Litigation Budget, which funds shall be used to pay the costs, fees and other expenses incurred by FastShip in the prosecution of the IP Litigation, in accordance with the Plan and Operating Agreement. Funding of the Liquidating Trust. The Lender shall make funds available to the Liquidating Trust in the amounts set forth in the Liquidating Trust Budget, which such funds shall be used to pay the costs, fees and other expenses incurred by the Liquidating Trust in the liquidation and distribution of the Liquidating Trust Assets and as necessary to pay obligations owed by the Trust under the Consulting Agreements, in accordance with the Plan and Liquidating Trust Agreement. Limitations on Commitment. The Lenders commitments herein shall not be construed to obligate Lender to fund amounts in addition to or in excess of those set forth in the Budgets. In no event shall Lenders commitments herein exceed $1.6 million in the aggregate (not including any funds provided to the Debtors or any of them in the Chapter 11 cases) unless otherwise agreed to by the Lender. Availability of Funds. Collectively, the Budgets shall set forth uses for $1.6 million Dollars in funding by the Lender for either the administration of the Litigation Trust or the prosecution of the IP Litigation, and as such, each is a guidepost, not an absolute, except to the extent that the maximum to be funded is $1.6 Million dollars, except upon the sole discretion of the Lender to fund more, if additional funds above $1.6 million are necessary. The Lender and the Manager of FastShip shall agree on the use of any funds remaining from Lender's funding of the Chapter 11 Cases. Such remaining funds shall not count toward any "additional" funding as set forth below. On or before the last Business Day of each month, the Liquidating Trustee will communicate with the Lender the amount of funds on hand at the end of the month and the amount of additional funds necessary for the payment of existing or anticipated costs and expenses for the next month (the Liquidating Trustee will provide to the Lender copies of invoices, bills or otherwise inform the Lender of the exact amount and nature of the cost or expense. Absent valid objection by the Lender, the Lender shall then make available by wire transfer into the specific account requested by the Liquidating Trustee, the sums requested by the third Business Day of the following month. Any funds budgeted for a

2.2.

2.2.1.

2.2.2.

particular time period not used within that time period may carry forward for application to a future time period. If expenses in a particular category exceed the amount budgeted for the time period in which such fee or expense was incurred, the Lender shall make funds available to pay such fee or expense, provided payment thereof does cause the aggregate amount funded to exceed $1.6 million dollars. 2.3. Payments. Except in the event a Notice of Termination is sent by the Lender, Lender shall be entitled to repayment of the amounts funded pursuant to this Agreement only through distribution of the IP Litigation Proceeds, as set forth herein. Proceeds of FastShip. Assuming Lender funds up to $1,600,000 ($2,000,000, including the amount funded by Lender in the Chapter 11 Cases), it shall be entitled to receive 50% of the IP Litigation proceeds remaining after the payment of IP Litigation Counsel's contingent fee of 12.5% of the total gross proceeds (this is 43.75% of the gross proceeds). This means that Lender, if it funds up to $1,600,000 ($2,000,000 including the funding of the Chapter 11 Cases), it shall receive 43.75% of the gross proceeds of the IP Litigation. If, at the request of the Manager of FastShip, the Lender provides FastShip with funding in excess of $2,000,000 (including the funding in the Chapter 11 Cases), the Lender shall be entitled to receive proportionally an additional 1% for each $100,000 greater than $2,000,000 funded by the Lender, with a cap of 60% of the gross proceeds of the IP Litigation payable to the Lender, after payment of IP Litigation Counsels contingency fee. In other words, if the Lender provides $2,150,000 in total funding, including the funding of the Chapter 11 Cases, the Lender will receive an additional 1.5% of the gross proceeds from the IP Litigation or 45.25% of the gross proceeds of the IP Litigation. Any funds payable to the Lender from the proceeds of the IP Litigation shall be payable by FastShip upon the dissolution of FastShip, from the IP Litigation proceeds held by FastShip.

2.4.

3.

CONDITIONS TO FUNDING.

Notwithstanding any other provision of this Agreement, the Lender shall not be required to provide the funding set forth in Section 2 hereof unless each of the following conditions has been satisfied. 3.1 Plan Documents. The Borrowers executed (as applicable) and delivered to the Lender each of the following Plan Documents, all of which must be approved by the Bankruptcy Court pursuant to the Confirmation Order: 3.1.1 3.1.2 3.1.3 Funding Agreement. Two copies of this Agreement duly executed by the Borrowers. Liquidating Trust Agreement. Fully and duly executed by the Liquidating Trustee. Operating Agreement. One copy of the Operating Agreement, fully and duly executed by the member of FastShip, along with a copy of the certificate of formation.

3.2 Entry of Confirmation Order. A Final Order Confirming the Plan shall be entered by the Bankruptcy Court. 3.3 Event of Default. No Event of Default has occurred.

4.

EVENTS OF DEFAULT. Events Constituting Default. Each of the following shall constitute an Event of Default

4.1. hereunder:

(a) The Liquidating Trustee accepting an offer to settle the IP Litigation without prior consultation with Lender and IP Litigation Counsel; (b) The Liquidating Trustee deciding to continue pursuit of the IP Litigation after receipt of a Notice of Termination from the Lender; (c) Budgets; Borrowers use of funds from Lender to pay obligations not provided in the

(d) Any failure to perform or default in the performance of any covenant, condition or agreement contained in this Agreement or any other Plan Document; (e) Lenders failure to provide funds in accordance with this Agreement.

4.2. Notice of Event of Default or Material Adverse Effect. The Borrowers shall, immediately after the commencement thereof, give notice to the Lender in writing of the occurrence of any Event of Default. 5. REMEDIES.

5.1. Default by Borrower. Upon the occurrence of an Event of Default by Borrowers, Lender may immediately cease funding. In such event, Lender shall send a written Notice of Termination to the Liquidating Trustee in accordance with the notice provisions contained herein. The Lender shall be obligated to pay all expenses incurred by the Liquidating Trust and FastShip, LLC through the date of receipt of the Notice of Termination by the Liquidating Trustee, provided such amounts requested are within the applicable Budget. Any unexpended funds in possession of the Liquidating Trust or FastShip, after the payment of all expenses of the Liquidating Trust and FastShip through the date of receipt by the Liquidating Trustee of such Notice of Termination, shall be returned to the Lender. 5.2. Notice of Termination. Further, in the event that Lender after consultation with the Liquidating Trustee and the IP Litigation Counsel, determines that the litigation is sufficiently impaired that there is a low likelihood of a satisfactory conclusion, the DIP Lender can cease funding the IP Litigation by sending the Notice of Termination to Borrower, regardless of whether there then exists an Event of Default or not. In such event The Lender shall be obligated to pay all expenses incurred by the Liquidating Trust and FastShip, LLC through the date of receipt of the Notice of Termination by the Liquidating Trustee, provided such amounts requested are within the applicable Budget. Any unexpended funds in possession of the Liquidating Trust or FastShip, after the payment of all expenses of the Liquidating Trust and FastShip through the date of receipt by the Liquidating Trustee of such Notice of Termination, shall be returned to the Lender 5.3. Default by Lender. Upon the occurrence of an Event of Default by Lender, Borrowers may proceed with a breach of action claim against Lender in the Bankruptcy Court. 5.4. No Waiver. No Event of Default shall be waived by Lender or any Borrower except in writing. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver of the exercise of the same or any other right at any other time; nor

shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. There shall be no obligation on the part of any party hereto to exercise any remedy available to such party in any order. The remedies provided for herein are cumulative and not exclusive of any remedies provided at law or in equity. 6. MISCELLANEOUS.

6.1. Entire Agreement. This Agreement and the other Plan Documents (a) are valid, binding and enforceable against the Borrowers and the Lender in accordance with their respective provisions and no conditions exist as to their legal effectiveness; (b) constitute the entire agreement between the parties hereto with respect to the subject matter hereof and thereof; and (c) are the final expression of the intentions of the Borrowers and the Lender. No promises, either expressed or implied, exist between the Borrowers and the Lender, unless contained herein or therein. This Agreement, together with the other Plan Documents, supersedes all negotiations, representations, warranties, commitments, term sheets, discussions, negotiations, offers or contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution hereof with respect to any matter, directly or indirectly related to the terms of this Agreement and the other Plan Documents. This Agreement and the other Plan Documents are the result of negotiations among the Lender, the Borrowers and the other parties thereto, and have been reviewed (or have had the opportunity to be reviewed) by counsel to all such parties, and are the products of all parties. 6.2. Amendments; Waivers. No delay on the part of any party hereto in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by such party of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the other Plan Documents shall in any event be effective unless the same shall be in writing and acknowledged by the Lender, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 6.3. FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER PLAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE BANKRUPTCY COURT. THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE BANKRUPTCY COURT FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. THE PARTIES HERETO FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF DELAWARE. THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 6.4. WAIVER OF JURY TRIAL. THE LENDER AND THE BORROWERS, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES IRREVOCABLY, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER PLAN DOCUMENT, ANY OF THE OTHER OBLIGATIONS, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH

OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH ANY OF THE FOREGOING, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE LENDER AND THE BORROWERS ARE ADVERSE PARTIES, AND EACH AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. 6.5. Binding Effect. This Agreement shall become effective upon execution by the Borrowers and the Lender and the occurrence of the Effective Date. If this Agreement is not dated or contains any blanks when executed by the Borrowers, the Lender is hereby authorized, without notice to the Borrowers, to date this Agreement as of the date when it was executed by the Borrowers, and to complete any such blanks according to the terms upon which this Agreement is executed. 6.6. Governing Law. This Agreement and the other Plan Documents shall be delivered and accepted in and shall be deemed to be contracts made under and governed by the internal laws of the State of Delaware (but giving effect to federal laws applicable to national banks) applicable to contracts made and to be performed entirely within such state, without regard to conflict of laws principles. 6.7. Enforceability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 6.8. Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt of an executed signature page to this Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic records of executed Plan Documents maintained by the Liquidating Trustee shall be deemed to be originals thereof. 6.9. Notices. All notices, requests, demands and other communications provided for hereunder shall be in writing and addressed as follows:

To the Borrowers:

The Brownstein Corporation 441 Hector Street, Suite 205 Conshohocken, PA 19428 Telephone: (610) 828-1300 Facsimile: (610) 956-6688 Attn: Howard Brod Brownstein Benesch, Friedlander, Coplan & Aronoff LLP 222 Delaware Avenue, Suite 801 Wilmington, Delaware 19801 Telephone: (302) 442-7005 Facsimile: (302) 442-7010 Attn: Raymond H. Lemisch, Esq.

With a copy to:

To the Lender:

IP Co., LLC c/o Donald E. Stout, Esquire Antonelli, Terry, Stout & Kraus, LLP Suite 1800 1300 North Seventeenth Street Arlington, Virginia 22209 Telephone: (703) 312-6650 Facsimile: (703) 312-6666

or, as to each party, at such other address as shall be designated by such party in a written notice to each other party complying as to delivery with the terms of this subsection. All notices addressed as above shall be deemed to have been properly given (a) if served in person, upon acceptance or refusal of delivery; (b) if mailed by certified or registered mail, return receipt requested, postage prepaid, on the third (3rd) day following the day such notice is deposited in any post office station or letter box; or (c) if sent by recognized overnight courier, on the first (1st) day following the day such notice is delivered to such carrier.

[SIGNATURE PAGE TO FUNDING AGREEMENT] The parties are signing this Funding Agreement as of the date stated in the introductory clause.

FastShip, LLC By: The Liquidating Trust of FastShip, Inc., et al., Sole Member and Manager of FastShip, LLC The Brownstein Corporation, as Trustee of the Liquidating Trust of FastShip, Inc. et al. Howard Brownstein, President of The Brownstein Corporation

By:

By:

The Liquidating Trust of FastShip, Inc., et al. By: The Brownstein Corporation, as Trustee of the Liquidating Trust of FastShip, Inc. et al. Howard Brownstein, President of The Brownstein Corporation

By:

IP Co., LLC By: __________________________ Sole Member and Manager of IP Co., LLC

10

SCHEDULE 1 IP Litigation Budget

SNRDenton(litigationcounsel) Litigationexpenses Administration Contingency total NOTES: $ 600,000 (1) 591,000 (2) 30,000 (3) 68,225 1,289,225

(1)Litigationcounselwillbepaidthefirst$600,000oftheirlegalfees.Litigationcounsel willputalloftheirlegalfeesbeyondthefirst$600,000attheriskofSNRDentonin exchangefor12.5%ofanygrossawardfromthelitigation. (2)Estimate.Includesallexpensesofthelitigation,includingcopying,depositions,expert witnesses,audiovisual,etc.ExcludescostofconsultantsprovidedbyLiquidatingTrust. (3)Estimate.Assumes$6000peryearforfiveyears.Includesmaintenanceofbooksand records,paymentoffranchiseandothertaxes.

SCHEDULE 2 Liquidating Trust Budget $ TheBrownsteinCorporation(Trustee) 30,000 (1) StoragecostsforFSIrecords 10,500 (2) Legalcosts 20,000 (3) Trustee'sexpenses 12,000 (4) Distributioncosts 5,000 (5) Administration 12,000 (6) ConsultantsGiles 210,000 (7) ConsultantsBullard 5,000 (8) ConsultantsChambers 4,000 (9) USTrusteeQuarterlyFee 2,275 (10) total 310,775 NOTES:

(1)BrownsteinCorporationwillbepaid$525perhourforactualtimespent,withanaggregate limitof$50,000forservicesasFinancialAdvisorduringthebankruptcyandasTrusteeduring theexistenceoftheLiquidatingTrust.ThebudgetforservicesasFinancialAdvisorduringthe bankruptcyis$20,000;accordingly,$30,000hasbeenbudgetedforservicesasTrustee.Any feesincurredinexcessof$50,000willbepaidfromtheLiquidatingTrust'sshareofanyaward fromthepatentinfringementlitigation. (2)Estimate.Assumes$175permonthfor60months. (3)Estimate.ThisamountisintendedtocoveranylegalcostsincurredbytheTrusteeonsuch mattersassecuringanIRStaxruling,orcontestingclaims. (4)Estimate.Assumes$200permonthfor60months. (5)Estimate. (6)Estimate.Assumes$200permonthfor60months.Includesmaintenanceofbooksand records,paymentoffranchiseandothertaxesifappropriate. (7)24months@$8750,asperconsultingagreement (8)Estimate.Assumes40hoursatagreedrateof$125perhour. (9)Estimate.Assumes40hoursatagreedrateof$100perhour. (10)USTrusteefeeforthequarterendingSeptember2012.Assumesthatthefullbankruptcy budgetof$400,000isexpended,ofwhich$158,000isexpendedinthethirdcalendarquarter.

Doc 7193369 Ver 7

EXHIBIT C-1

AMENDED FUNDING AGREEMENT This FUNDING AGREEMENT (this Agreement) is made this ___ day of June, 2012, by and among FastShip, LLC (FastShip), a Delaware limited liability company, the Liquidating Trust of FastShip, Inc., et al. (the Liquidating Trust together with FastShip, the Borrowers), and IP Co., LLC (Lender together with Borrowers, the Parties). R E C I T A L S: A. On March 20, 2012, FastShip, Inc., FastShip Atlantic, Inc. and Thornycroft, Giles & Co., Inc. (collectively, the Debtors) filed voluntary petitions for relief under chapter 11 of the Bankruptcy Code (defined herein) in the United States Bankruptcy Court for the District of Delaware (the Bankruptcy Court). B. By order, dated June __, 2012, the Bankruptcy Court confirmed the Plan (defined herein). Capitalized terms used herein without definition shall have the respective meanings assigned to such terms in the Plan. C. Pursuant to the terms of the Plan, FastShip was formed with the sole purpose of prosecuting the IP Litigation and the Liquidating Trust was formed for the purpose of liquidating and distributing the Debtors assets. D. The Lender has agreed, subject to the terms and conditions set forth herein, to provide funding to FastShip for the prosecution of the IP Litigation and to the Liquidating Trust for the costs and expenses of administering the Liquidating Trust. NOW THEREFORE, in consideration of the premises, and the mutual covenants and agreements set forth herein, the parties agree as follows: A G R E E M E N T S: 1. DEFINITIONS.

1.1. Defined Terms. For the purposes of this Agreement, the following capitalized words and phrases have the meanings set forth below. Capitalized terms not otherwise defined shall have the meanings given to them in the Plan.

1.1.1. Bankruptcy Code means title 11 of the United States Code, 11 U.S.C. 101, et seq., as
amended from time to time.

1.1.2. Budgets means the IP Litigation Budget and the Liquidating Trust Budget. 1.1.3. Business Day means any day, excluding Saturdays, Sundays, or legal holidays (as
defined in Bankruptcy Rule 9006(a)).

1.1.4. Cash means legal tender of the United States of America or equivalents thereof. 1.1.5. Chapter 11 Cases means the cases commenced under chapter 11 of the Bankruptcy
Code by the Debtors on the Petition Date currently pending before the Bankruptcy Court.

1.1.6. Confirmation means the entry of the Confirmation Order, subject to all conditions

specified in Article IX of the Plan having been satisfied or waived pursuant to Article IX.C of the Plan. the docket of the Bankruptcy Court.

1.1.7. Confirmation Date means the date upon which the Confirmation Order is entered on 1.1.8. Confirmation Order means the order of the Bankruptcy Court confirming the Plan in
accordance with the provisions of chapter 11 of the Bankruptcy Code.

1.1.9. Consulting Agreements shall mean the consulting agreements between the Liquidating
Trust and each of Strategic Performance, Inc., Kathryn R. Chambers, and Thornycroft, Giles & Associates, Ltd.

1.1.10. Effective Date means the date selected by the Debtors that is a Business Day after the

Confirmation Date on which all conditions specified in Article IX.B of the Plan have been satisfied or waived pursuant to Article IX.C of the Plan and no stay of the Confirmation Order is in effect. herein.

1.1.11. Event of Default means any of the events or conditions which are set forth in Section 4 1.1.12. File or Filed means file or filed with the Bankruptcy Court or its authorized
designee in the Chapter 11 Cases.

1.1.13. Final Order means an order or judgment of the Bankruptcy Court, or other court of

competent jurisdiction, with respect to the subject matter, that has not been reversed, stayed, modified, or amended, and is no longer subject to appeal, certiorari proceeding, or other proceeding for review, reargument, or rehearing, and as to which no appeal, certiorari proceeding, or other proceeding for review, reargument, or rehearing has been timely requested or is then pending and the time to file any such appeal, certiorari proceeding, or other proceeding for review, reargument, or rehearing has expired or as to which any right to appeal, petition for certiorari, reargue, or seek rehearing shall have been waived in writing in form and substance satisfactory to the Debtors. Government and perhaps others arising from the alleged infringement by the U.S. Government on the patents of Thornycroft, Giles & Go., Inc. which IP Litigation when transferred to FastShip will include a transfer as well of any defenses to any counterclaims which may be asserted by the government as well as any patents integral in the prosecution of the IP Litigation.

1.1.14. IP Litigation means the litigation to be pursued by FastShip against the U.S.

1.1.15. IP Litigation Budget means the budget attached hereto as Schedule 1. 1.1.16. IP Litigation Counsel means the legal counsel engaged by FastShip to prosecute the IP
Litigation.

1.1.17. Liquidating Trust Assets means the Transferred Assets. 1.1.18. Liquidating Trust Budget means the budget attached hereto as Schedule 2.

1.1.19. Liquidating Trustee shall mean The Brownstein Corporation, or such successor
Liquidating Trustee as appointed pursuant to the Liquidating Trust Agreement.

1.1.20. Notice of Termination shall mean a notice given by Lender pursuant to Article

IV(E)(1)(e) of the Plan, advising that Lender is ceasing funding under this Agreement because Lender has determined, after consultation with the Trustee and IP Litigation Counsel, that the IP Litigation is sufficiently impaired such that there is a low likelihood of a satisfactory conclusion.

1.1.21. Operating Agreement means the Limited Liability Company Agreement of FastShip. 1.1.22. Plan means the Joint Liquidating Second Amended Plan of FastShip, Inc. and Its
Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code, including, without limitation, any exhibits, supplements, appendices, and schedules hereto, either in its present form or as it may be amended, modified, altered, or supplemented from time to time in accordance with the terms and provisions hereof.

1.1.23. Plan Documents means each of the Consulting Agreements, Plan, Disclosure

Statement, Liquidating Trust Agreement, and Operating Agreement and any other document or agreement in the Plan Supplement, and any and all such other instruments, documents, certificates and agreements affecting the rights and obligations between the parties hereto, and all amendments, restatements, supplements and other modifications thereto.

1.1.24. Transferred Assets shall mean (i) any and all Avoidance Actions and any products and

proceeds thereof; (ii) the Causes of Action and any products or proceeds thereof; (iii) the units of FastShip owned by the Debtors and all other assets of the Debtors in existence on the Effective Date and any and all proceeds thereof, except for certain funds which may remain in the Debtors Estates, at the discretion of the Debtors, in order to pay certain Administrative Claims or Professional Fee Claims incurred under the DIP Budget, or any other assets set forth in the Plan, specifically not transferred to the Liquidating Trust. For avoidance of doubt, the Transferred Assets shall not include the IP Litigation. among the Debtors and The Brownstein Corporation.

1.1.25. Trust Agreement means the Liquidating Trust Agreement dated June ___, 2012, by and
1.2. Interpretive Provisions. the defined terms. Whenever the context so requires, the neutral gender includes the masculine and feminine, the single number includes the plural, and vice versa, and in particular the word Borrower shall be so construed.

1.2.1. The meanings of defined terms are equally applicable to the singular and plural forms of

1.2.2. Section and schedule references are to this Agreement unless otherwise specified. The
words hereof, herein and hereunder and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.

1.2.3. The term including is not limiting, and means including, without limitation. 3

1.2.4. In the computation of periods of time from a specified date to a later specified date, the
word from means from and including; the words to and until each mean to but excluding, and the word through means to and including.

1.2.5. Unless otherwise expressly provided herein, references to agreements (including this

Agreement and the other Plan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, supplements and other modifications thereto, but only to the extent such amendments, restatements, supplements and other modifications are not prohibited by the terms of the Plan or any other Plan Document. terms of this Agreement, the provisions of the Plan govern.

1.2.6. To the extent any of the provisions of the other Plan Documents are inconsistent with the
2. COMMITMENTS AND RIGHTS OF THE LENDER. 2.1. Funding of the IP Litigation. The Lender shall make funds available to FastShip, or make payment directly to vendors, at the sole discretion of the Manager of FastShip in the amounts set forth in the IP Litigation Budget, which funds shall be used to pay the costs, fees and other expenses incurred by FastShip in the prosecution of the IP Litigation, in accordance with the Plan and Operating Agreement. Funding of the Liquidating Trust. The Lender shall make funds available to the Liquidating Trust in the amounts set forth in the Liquidating Trust Budget, which such funds shall be used to pay the costs, fees and other expenses incurred by the Liquidating Trust in the liquidation and distribution of the Liquidating Trust Assets and as necessary to pay obligations owed by the Trust under the Consulting Agreements, in accordance with the Plan and Liquidating Trust Agreement. obligate Lender to fund amounts in addition to or in excess of those set forth in the Budgets. In no event shall Lenders commitments herein exceed $1.6 million in the aggregate (not including any funds provided to the Debtors or any of them in the Chapter 11 cases) unless otherwise agreed to by the Lender.

2.2.

2.2.1. Limitations on Commitment. The Lenders commitments herein shall not be construed to

2.2.2. Availability of Funds. Collectively, the Budgets shall set forth uses for $1.6 million

Dollars in funding by the Lender for either the administration of the Litigation Trust or the prosecution of the IP Litigation, and as such, each is a guidepost, not an absolute, except to the extent that the maximum to be funded is $1.6 Million dollars, except upon the sole discretion of the Lender to fund more, if additional funds above $1.6 million are necessary. The Lender and the Manager of FastShip shall agree on the use of any funds remaining from Lender's funding of the Chapter 11 Cases. Such remaining funds shall not count toward any "additional" funding as set forth below. On or before the last Business Day of each month, the Liquidating Trustee will communicate with the Lender the amount of funds on hand at the end of the month and the amount of additional funds necessary for the payment of existing or anticipated costs and expenses for the next month (the Liquidating Trustee will provide to the Lender copies of invoices, bills or otherwise inform the Lender of the exact amount and nature of the cost or expense. Absent valid objection by the Lender, the Lender shall then make available by wire transfer into the specific account requested by the Liquidating Trustee, the sums requested by the third Business Day of the following month. Any funds budgeted for a

particular time period not used within that time period may carry forward for application to a future time period. If expenses in a particular category exceed the amount budgeted for the time period in which such fee or expense was incurred, the Lender shall make funds available to pay such fee or expense, provided payment thereof does cause the aggregate amount funded to exceed $1.6 million dollars. 2.3. Payments. Except in the event a Notice of Termination is sent by the Lender, Lender shall be entitled to repayment of the amounts funded pursuant to this Agreement only through distribution of the IP Litigation Proceeds, as set forth herein. Proceeds of FastShip. Assuming Lender funds up to $1,600,000 ($2,000,000, including the amount funded by Lender in the Chapter 11 Cases), it shall be entitled to receive 50% of the IP Litigation proceeds remaining after the payment of IP Litigation Counsel's contingent fee of 12.5% of the total gross proceeds (this is 43.75% of the gross proceeds). This means that Lender, if it funds up to $1,600,000 ($2,000,000 including the funding of the Chapter 11 Cases), it shall receive 43.75% of the gross proceeds of the IP Litigation. If, at the request of the Manager of FastShip, the Lender provides FastShip with funding in excess of $2,000,000 (including the funding in the Chapter 11 Cases), the Lender shall be entitled to receive proportionally an additional 1% for each $100,000 greater than $2,000,000 funded by the Lender, with a cap of 60% of the gross proceeds of the IP Litigation payable to the Lender, after payment of IP Litigation Counsels contingency fee. In other words, if the Lender provides $2,150,000 in total funding, including the funding of the Chapter 11 Cases, the Lender will receive an additional 1.5% of the gross proceeds from the IP Litigation or 45.25% of the gross proceeds of the IP Litigation. Any funds payable to the Lender from the proceeds of the IP Litigation shall be payable by FastShip upon the dissolution of FastShip, from the IP Litigation proceeds held by FastShip.

2.4.

3.

CONDITIONS TO FUNDING.

Notwithstanding any other provision of this Agreement, the Lender shall not be required to provide the funding set forth in Section 2 hereof unless each of the following conditions has been satisfied. 3.1 Plan Documents. The Borrowers executed (as applicable) and delivered to the Lender each of the following Plan Documents, all of which must be approved by the Bankruptcy Court pursuant to the Confirmation Order: 3.1.1 3.1.2 3.1.3 Funding Agreement. Two copies of this Agreement duly executed by the Borrowers. Liquidating Trust Agreement. Fully and duly executed by the Liquidating Trustee. Operating Agreement. One copy of the Operating Agreement, fully and duly executed by the member of FastShip, along with a copy of the certificate of formation.

3.2 Entry of Confirmation Order. A Final Order Confirming the Plan shall be entered by the Bankruptcy Court. 3.3 Event of Default. No Event of Default has occurred.

4.

EVENTS OF DEFAULT.

hereunder:

4.1.

Events Constituting Default. Each of the following shall constitute an Event of Default

(a) The Liquidating Trustee accepting an offer to settle the IP Litigation without prior consultation with Lender and IP Litigation Counsel; (b) The Liquidating Trustee deciding to continue pursuit of the IP Litigation after receipt of a Notice of Termination from the Lender;
Budgets;

(c) (d) (e)

Borrowers use of funds from Lender to pay obligations not provided in the

Any failure to perform or default in the performance of any covenant, condition or agreement contained in this Agreement or any other Plan Document; Lenders failure to provide funds in accordance with this Agreement.

4.2. Notice of Event of Default or Material Adverse Effect. The Borrowers shall, immediately after the commencement thereof, give notice to the Lender in writing of the occurrence of any Event of Default.
5. REMEDIES.

5.1. Default by Borrower. Upon the occurrence of an Event of Default by Borrowers, Lender may immediately cease funding. In such event, Lender shall send a written Notice of Termination to the Liquidating Trustee in accordance with the notice provisions contained herein. The Lender shall be obligated to pay all expenses incurred by the Liquidating Trust and FastShip, LLC through the date of receipt of the Notice of Termination by the Liquidating Trustee, provided such amounts requested are within the applicable Budget. Any unexpended funds in possession of the Liquidating Trust or FastShip, after the payment of all expenses of the Liquidating Trust and FastShip through the date of receipt by the Liquidating Trustee of such Notice of Termination, shall be returned to the Lender. 5.2. Notice of Termination. Further, in the event that Lender after consultation with the Liquidating Trustee and the IP Litigation Counsel, determines that the litigation is sufficiently impaired that there is a low likelihood of a satisfactory conclusion, the DIP Lender can cease funding the IP Litigation by sending the Notice of Termination to Borrower, regardless of whether there then exists an Event of Default or not. In such event The Lender shall be obligated to pay all expenses incurred by the Liquidating Trust and FastShip, LLC through the date of receipt of the Notice of Termination by the Liquidating Trustee, provided such amounts requested are within the applicable Budget. Any unexpended funds in possession of the Liquidating Trust or FastShip, after the payment of all expenses of the Liquidating Trust and FastShip through the date of receipt by the Liquidating Trustee of such Notice of Termination, shall be returned to the Lender 5.3. Default by Lender. Upon the occurrence of an Event of Default by Lender, Borrowers may proceed with a breach of action claim against Lender in the Bankruptcy Court. 5.4. No Waiver. No Event of Default shall be waived by Lender or any Borrower except in writing. No failure or delay on the part of any party hereto in exercising any right, power or remedy hereunder shall operate as a waiver of the exercise of the same or any other right at any other time; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further

exercise thereof or the exercise of any other right, power or remedy hereunder. There shall be no obligation on the part of any party hereto to exercise any remedy available to such party in any order. The remedies provided for herein are cumulative and not exclusive of any remedies provided at law or in equity. 6. MISCELLANEOUS.

6.1. Entire Agreement. This Agreement and the other Plan Documents (a) are valid, binding and enforceable against the Borrowers and the Lender in accordance with their respective provisions and no conditions exist as to their legal effectiveness; (a) constitute the entire agreement between the parties hereto with respect to the subject matter hereof and thereof; and (a) are the final expression of the intentions of the Borrowers and the Lender. No promises, either expressed or implied, exist between the Borrowers and the Lender, unless contained herein or therein. This Agreement, together with the other Plan Documents, supersedes all negotiations, representations, warranties, commitments, term sheets, discussions, negotiations, offers or contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution hereof with respect to any matter, directly or indirectly related to the terms of this Agreement and the other Plan Documents. This Agreement and the other Plan Documents are the result of negotiations among the Lender, the Borrowers and the other parties thereto, and have been reviewed (or have had the opportunity to be reviewed) by counsel to all such parties, and are the products of all parties.
Amendments; Waivers. No delay on the part of any party hereto in the exercise of any 6.2. right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by such party of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy. No amendment, modification or waiver of, or consent with respect to, any provision of this Agreement or the other Plan Documents shall in any event be effective unless the same shall be in writing and acknowledged by the Lender, and then any such amendment, modification, waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

6.3. FORUM SELECTION AND CONSENT TO JURISDICTION. ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER PLAN DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE BANKRUPTCY COURT. THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE BANKRUPTCY COURT FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. THE PARTIES HERETO FURTHER IRREVOCABLY CONSENT TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF DELAWARE. THE PARTIES HERETO HEREBY EXPRESSLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH SUCH PARTY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. 6.4. WAIVER OF JURY TRIAL. THE LENDER AND THE BORROWERS, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES IRREVOCABLY, ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER PLAN DOCUMENT, ANY OF THE OTHER OBLIGATIONS, OR ANY AMENDMENT, INSTRUMENT, DOCUMENT, OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR ARISING FROM ANY RELATIONSHIP EXISTING IN CONNECTION WITH 7

ANY OF THE FOREGOING, OR ANY COURSE OF CONDUCT OR COURSE OF DEALING IN WHICH THE LENDER AND THE BORROWERS ARE ADVERSE PARTIES, AND EACH AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

6.5. Binding Effect. This Agreement shall become effective upon execution by the Borrowers and the Lender and the occurrence of the Effective Date. If this Agreement is not dated or contains any blanks when executed by the Borrowers, the Lender is hereby authorized, without notice to the Borrowers, to date this Agreement as of the date when it was executed by the Borrowers, and to complete any such blanks according to the terms upon which this Agreement is executed.
Governing Law. This Agreement and the other Plan Documents shall be delivered and accepted in and shall be deemed to be contracts made under and governed by the internal laws of the State of Delaware (but giving effect to federal laws applicable to national banks) applicable to contracts made and to be performed entirely within such state, without regard to conflict of laws principles. Enforceability. Wherever possible, each provision of this Agreement shall be interpreted 6.7. in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

6.6.

6.8. Counterparts; Facsimile Signatures. This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt of an executed signature page to this Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof. Electronic records of executed Plan Documents maintained by the Liquidating Trustee shall be deemed to be originals thereof. 6.9. Notices. All notices, requests, demands and other communications provided for hereunder shall be in writing and addressed as follows: To the Borrowers: The Brownstein Corporation 441 Hector Street, Suite 205 Conshohocken, PA 19428 Telephone: (610) 828-1300 Facsimile: (610) 956-6688 Attn: Howard Brod Brownstein Benesch, Friedlander, Coplan & Aronoff LLP 222 Delaware Avenue, Suite 801 Wilmington, Delaware 19801 Telephone: (302) 442-7005 Facsimile: (302) 442-7010 Attn: Raymond H. Lemisch, Esq.

With a copy to:

To the Lender:

IP Co., LLC c/o Donald E. Stout, Esquire Antonelli, Terry, Stout & Kraus, LLP Suite 1800 1300 North Seventeenth Street Arlington, Virginia 22209 Telephone: (703) 312-6650 Facsimile: (703) 312-6666

or, as to each party, at such other address as shall be designated by such party in a written notice to each other party complying as to delivery with the terms of this subsection. All notices addressed as above shall be deemed to have been properly given (a) if served in person, upon acceptance or refusal of delivery; (a) if mailed by certified or registered mail, return receipt requested, postage prepaid, on the third (3rd) day following the day such notice is deposited in any post office station or letter box; or (a) if sent by recognized overnight courier, on the first (1st) day following the day such notice is delivered to such carrier.

[SIGNATURE PAGE TO FUNDING AGREEMENT] The parties are signing this Funding Agreement as of the date stated in the introductory clause.

FastShip, LLC By: The Liquidating Trust of FastShip, Inc., et al., Sole Member and Manager of FastShip, LLC The Brownstein Corporation, as Trustee of the Liquidating Trust of FastShip, Inc. et al. Howard Brownstein, President of The Brownstein Corporation

By: By:

The Liquidating Trust of FastShip, Inc., et al. By: By: The Brownstein Corporation, as Trustee of the Liquidating Trust of FastShip, Inc. et al. Howard Brownstein, President of The Brownstein Corporation

IP Co., LLC By: __________________________ Sole Member and Manager of IP Co., LLC

10

9G74!7r'7998 7792X4%r#!V47H C #X%!XW 8  F2 " W  " $ S 2  0 5 W $ "  U a2 8 SW $ 5  792%%7r$797!# 9VUG776 7 e99!g 4%49!W!7H BA 8GV794!4VU 04%@ Y & S 8 $ $  5 2  " 0 2 8  S ( 5 8W 2  a  0 W $ W 2  a  B B  U 6 8 8 R  " 2 " 8 "8 6 y 1 0 "2 0 6 0 E a S  0 g $W 8" 2 ( 6 8 $ 5 $ "8 $ 8  S 5 " ( 2 6 0 g 0 S 6 8  8  0 4#XWj# 47S 77i #'!7S rX7Hb#9" 79#%r4r5G776 (7F5G C 9798 h$ 7792 C G948G7" V !77G C #%$ " 9r7!7S C # #%f# 776 7 0 C %$ 431 0" (7%rG98#!77G( 9G776 7 !4VU 04%)& "W  H F 8 0 0 8 $ H  1 0 a H $ 5 1 0 S ( 5 0 "2 0  " $ 8   H F  ( 2 8  S ( 5 e  "2 "8 @ Q 7%$ 4231 0" 7"d%$X4TX9V44r$X3a#9r$ I D 0 " 0 (  U W SW 2 2 88 W 1 2 Q W $ 1 2 5 F %43#977G' 0'%#!%r98 X7"42 B A 4W 47T7%G7G!493G (W !7%r( (9#7H $ "      $ 0W  " B B C B B "8 0  " S $ a  8  ( 2 1 0  " $ 2 " 6 ( ( V!9#7%'%$ 431 " 9G!4923G (W !7%r$ B A 4W 47TS 0977( ( V(!98#7%$'%$ 0431 0" 0)& 0 (  8 6 $ 5 0 "2 0 0 E 8  ( 1 0  " B B C B B "8 0  " 2 H  0  6 5 "2 E @ D  y x  Xh p pi w Xv q f t s pi d d e s u e p pi h d d e d Xg f qc @ Y& )& @ Q )& @ D B Y B B C B B C D I B B P B A B B C B B 

( 92"r$" ab7!3# 0#%%` 5  1 " $ %$ 42X48 7 VU7TR 0 " W " 0 0 S 8 8  H F  0 "2 0 G9#!77G'%$ 431 0" E @ !98#7%$'%$ 0431 0" ()'%"#! (  6 5 "2 0 & $    

SCHEDULE 1 IP Litigation Budget

U pV S P d I s V P v I b d d t h U X v UU V c YV WRRRwviqR2P)pRSRwq`XRi`wRrWWqT`X'wv WU`RG

2F

98 U 92 5f# 4G#%5%$ C 1# 0 7X'4 '9f1# X75!94!b4VU 0 ( 1 0 "8  " $ W ( 6 W F 2 "  e 2 0 W 6  8 8 2 8W  "" 2 5 6 8 79T%$!4#XW7#'!XX77 b4r93G #92!rT!77!"# 8 "#7%V98 7!4VU 4%@ Y &   "8 6 y  " a S WW 6 5 0 8"8 $ 5 ( 2 1 ( a W  g $ 5 $ " S  S  0 0 6 $ U 2 0 y "2 0 "8 9##%VU A %4T#%VW!7H I BDGV7948!4VU 4%@)& 8 " $  8 U 68 R "2 0"8 Q B W $ " $ U  e g$ g $e & s u gp g $e $0 j & $ s p  0id 4 ## '0vu ' g$ 3i`t&v`e !`e i`&'##o'#!km!1f06`e10 p & 0 o" $"  u g $0 g g ~ & o $ s p g 0 j & g @ @ `!1#" '%#!z`e '#m ## y#'#!km 1##lR 33 fd BB@ @ q  p` " " & q | & g m &   q g " & & p 4 e x & $ "   " 0 & gi p & "  p & $ & u m y}fie i!!#y#e izE `yi T&'%#!}1"yq v2w#km'fv`##l #1#o BB@ @  4 3v`e #m!#yqy10 BBB@ @  " 6r'$`#!R#1#l e&&l "0 @@ u g  q @@ g 4q j  { e 0 & o u g m  g wm x3 gq e 0 g5 0 " g  &"  p $& um #'$z`e !###" v`y10 y#1#e 7"1&yq v2w#fv`##l #oT'%#!z`e '#m ## y#o'}`y#&'%" }|f#o'z`e !##m'%#! &  $"  u g $0 g g ~ & $ p & q e $ g & & $ u g & & $"  1i#16r'$ j  { e 0 & o $ u  m  g w m x 3 g " 0 m e 0 4q i `#!R#1#l#'z`e g!###" v`y10 y#1#e 7"1&yq v2" iq e 0 g 5 0 " g w  & #p BB@ @ q  `i$ gt gs &'vuf!vuRi1i'$ gfd `#ts '31#'rq10  @@ pp 3 $ 0 &  u 0 e 0 o $e& j" & g$ 0 $v RRP 'yx  YV BR`w`yRS %2IRS BR`'RR#)%###jnRR%X 'R1#VW#RI'33 Rk'R'RR#Y #j!Rp#iRev g%2I'$%#efXR f A Q 9 S Y V c Y d V S X v X x Y s Y V S X V c b X p V  R %p2Is #g ' To ' & R'c q s P q I c m g W0jU  & Rl % gfd S YV#c g g Y $r! X # P& )"g Y'Rb d`! e dd T vP  Ic Qc S pU U r x e 0  Vh s c Y d d e d f h s P UU X t Y g XII r t Y U X Xs S X XVU rI U U X Y I XU I Ps g V X x r e S X X e c p d d e d C e d x Y g P t d RRW`u`X)S )`%%RuRS ``2RqT``WR%''c`ut %`WqR2)`X`yRgRR)``RU'Rid 7h'G yRS R%IRuut'c d d e d t h Y tV b rI S c e X pV x YI r g I P Y g d Yt S c Y U c U X Y I XU I s V X x r e X U r x V c Y r 7d U uRR%fR'RRRS %RRqRWU Rqf'c uR'RS f'`ut %`WqR2PB`yRgRRRp'TVWR%I'RS Y'Rg RR Y XRpRRuR'WU `RRS %RR`WR%'')R'uRRr%fR'RRRS %RRqRPWU Rqf'c uRS'RS Yf'c`ut %`WqR2Pidd edfh V s P Xt S cV Y X X pV x YI r g X XVU rI U c g S c tV b I S c e X pV x YI r g I Y g d Yt c U U X Y I XU I s d sP RBV Yw Yv d'y`%yy'c)')V T')R`RWUwv f'Ru'qR2PqRRRq`Rbi)g 'RRf dd T)RP Y'%RPR%RR)S `XVWRTR%I1)7s XV c x XI x x S c p Y Q eV S X b X YV d c rVt c I s I r P p I X f t f h Y c b X e Y Q S V cI bI P a Y U S Q P H G F  y x  ( 92"r$" i E f 78C v d d e D q d

8 @
@ P& @ & & @  @ A& @ I& @ & @ Y& )& @ Q )& @ D

Av B@
B B B C B B C B I B B Q B B C D B C D B B Q B B C B I B C D B B Q B B Q B B C bB D B B IC B Y B B C B 

q 8

p Xip

&764 3!&'2$1#)'%#! & 5   0 ( & & $"   

W!7V97%b"#9" 769#%%` 8  U 2 ` 8 2 ( 8 $ SX92 ( 7b"#9" 769#%%` W ( 6 8 2 ( 8 $ 8G ( 0

8 2( 8 $ b"#9" 769#%%`
%$ 42X48 7 VU7TR 0 " W " 0 0 S

8"8 $ 5 0 " 0W " 0 b4r'%$ #67 X48  8G9#!77FG8 !"4#Xy  8  H    8 6W 8"8 b4r$5(93GE 2 1  8 W $ W e W $ "8 $ 5  12W $ #SX%5!X9%48b4r34X%" @   " 6 & !!48#XWy '%$ 04X%7X%%' !4#VrX7y "2W $ HW $ ` 0 "8 $W

SCHEDULE 2 Liquidating Trust Budget

 & $ 0  0 m e 3 q g $ & o $ g & m & j | & @ @ i '21##1##& 10yi im! #o'T#'ke im##e#}f g" BB@ q  o g o d p m & v m e p & j | & @ @ @ p $ u m l q $ j  { e 0 3 p & o yq #f}` ###}f g" BB@ B@  `if&v`##64r'`#!R#1#lR3 #T#'$ p 0#'}&t#s RR"r"I yT`RbiR#Rls&hs t''%```%y`xuI 'e BV'%&'2$i##wRrWW#T`'T&Yv& '%#!G7 $ o $ "  Rx qI X d@ d sV & c $ )g & X 6 ##c U & R rRRp 10 d `X #v o'U  q T & XVpcw W$U`" R  u  Pp P X I j  X gc m e I P  U & $ U p & V   v w !###o&#j @B@  `'!i!vi"!###o @ "t#"yT&'0ts '%" A 9   p &$0 m & & u0 $0  & s " x $ g$ X76%7!7H W $ W  D  " 2 W S   W 1 2 " 2 8W 6 $ 8  h U 6 8 R " 2 0 " p 8 I Qr$4X'!!X3447%7 B i GV79484!4VU 4%@  & $`&t& & e s VS! Xwu v 0 ` x'c$ #x " Ye RWqURS P #t j `" Rb qd 8 f c  D " R$ p #S t t R`v`6%`yeIuX 'RS#V#yRuq10 U'@ c'7h #o'`VRRws v 9A G78c 9 X g 3 dr & IX e U e P F
!42 X7%X779 G74!7r'7998 779X4%r"#!V47H C #X%!XW  " 0W H $W H H 2 0 8  F2 " W  " $ S 2  0 5 2W $  U a2 8 SW $ 5  S 2 8 $ $ $  5 2  " 0 U 8  S ( 5 e 8 " $ 79%%7r797!# 92VG776 7 9##%VU A %4T#%VW!7H B QGV7948!4VU 4%@ A & B W $ " $ U  B 8  U 6 8 R "2 0 "8

" o$e #'`#ts @ #pk'`#t#j B@  o$e s & @

p 

"t#yx & s ""

"2 0 "8 !4VU 4%@

$ g$ &'0ts '%"

7193369 v4

2
ih v

Doc 7193369 Ver 67

A q f 9
&

Document comparison by Workshare Professional on Tuesday, June 26, 2012 9:08:50 PM Input: Document 1 ID Description Document 2 ID Description Rendering set Legend: Insertion Deletion Moved from Moved to Style change Format change Moved deletion Inserted cell Deleted cell Moved cell Split/Merged cell Padding cell Statistics: Count Insertions Deletions Moved from Moved to Style change Format changed Total changes 15 12 0 0 0 0 27 interwovenSite://DMS1C/Benesch/7193369/6 #7193369v6<Benesch> - Funding Agreement v6 interwovenSite://DMS1C/Benesch/7193369/7 #7193369v7<Benesch> - Funding Agreement v7 1. Add=bold DbUnderline, Delete=strikethru