IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re: FASTSHIP, INC., eta!., Debtors.

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

Objection Deadline: July 3, 2012 at 4:00p.m. (ET)

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FIRST APPLICATION OF THE BROWNSTEIN CORPORATION FOR INTERIM COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS FINANCIAL ADVISOR TO THE DEBTORS FOR THE PERIOD FROM MARCH 20, 2012 THROUGH MAY 31, 2012

Name of Applicant: Authorized to Provide Professional Services to: Date of Retention:

The Brownstein Corporation Debtors

April23, 2012 nunc pro tunc to March 20, 2012 March 20, 2012 through May 31, 2012

Period for which Compensation and Reimbursement of Expenses is Sought Amount of Compensation Sought as Actual, Reasonable, and Necessary Amount of Expense Reimbursement Sought As Actual, Reasonable, and Necessary: This is an interim application.

$15,015.00

$36.63

The Debtors, along with the last four digits of each Debtor's 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 !608 Walnut Street, Suite 501, Philadelphia, PA 19103.

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TIMEKEEPER SUMMARY
Name of Professional Position with the Applicant and Number of Years in that Position

Howard B. Brownstein, CTP

President since 1999.

Hourly Billing Rate $525.00 $262.502

Total Billed Hours 28.10 1.00

Total Compensation $14,752.50 $262.50

TOTAL HOURS BILLED: TOTAL COMPENSATION: BLENDED RATE:

29.10 $15,015.00 $515.98

COMPENSATION BY PROJECT CATEGORY Project Category Total Cumulative Hours 03/20/1205/31112 12.80 3.90 3.00 8.40 1.00 29.10 Total Hours 03/20/1205/31112 12.80 3.90 3.00 8.40 1.00 29.10 Total Cumulative Fees 03/20/1205/31/12 $6,720.00 $2,047.50 $1,575.00 $4,410.00 $262.50 $15,015.00 Total Fees 03/20/1205/31112

Business Operations Case Administration Fee/Employment Application Plan and Disclosure Statement Travel Totals

$6,720.00 $2,047.50 $1,575.00 $4,410.00 $262.50 $15,015.00

EXPENSE SUMMARY Expense Category Service Provider Total Cumulative Expenses 03/20/12-05/31112 $36.63 $36.63 Total Expenses 03/20/12-05/31112 $36.63 $36.63

Mileage Total

Travel time charged at 50% of professional's hourly rate.

7189849 v1

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

Objection Deadline: July 3, 2012 at 4:00 p.m. (ET)

FIRST APPLICATION OF THE BROWNSTEIN CORPORATION FOR INTERIM COMPENSATION FOR SERVICES RENDERED AND REIMBURSEMENT OF EXPENSES AS FINANCIAL ADVISOR TO THE DEBTORS FOR THE PERIOD FROM MARCH 20, 2012 THROUGH MAY 31, 2012

Pursuant to I1 U.S.C. 327 and 1103 and Rule 2014 of the Federal Rules of Bankruptcy Procedure, The Brownstein Corporation (hereinafter "Brownstein") hereby submits its First Application (the "First Application") for Interim Compensation for Services Rendered and Reimbursement of Expenses as Financial Advisor to the Debtors for the Period from March 20,2012 through May 31,2012 (the "Fee Period"). In support of its application, Brownstein respectfully represents as follows:
I. JURISDICTION

1.

This Court has jurisdiction over this application pursuant to 28 U.S.C. 1334.

This proceeding is a core proceeding pursuant to 28 U.S.C. 157(b)(2)(A). Venue is proper in this District and in this Court pursuant to 28 U.S.C. 1408 and 1409. The statutory basis for the relief sought herein are sections 105(a) and 331 of the Bankruptcy Code and Bankruptcy Rule 2016.

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II. BACKGROUND
A. Case Commencement

2.

On March 20, 2012 (the "Petition Date"), the Debtors filed voluntary petitions for

relief under chapter 11 of the Bankruptcy Code. The Court entered an order directing the joint administration of these cases for administrative purposes only. Pursuant to sections 1107 and 1108 of the Bankruptcy Code, the Debtors continue to operate their businesses and manage their properties as debtors in possession. To date, no trustee, examiner or official committee of

unsecured creditors has been appointed or designated in these cases.

B. Retention of Brownstein

3.

On March 20, 2012, the Debtors filed an application to employ Brownstein as its

financial advisor. The Bankruptcy Court entered an Order dated April 23, 2012 employing Brownstein as financial advisor to the Debtors effective as of the Petition Date.
III. REQUEST FOR RELIEF

4.

Pursuant to the Administrative Order, Brownstein requests compensation for

professional services rendered to the Debtors in the amount of $15,015.00 and reimbursement of expenses incurred in the amount of$36.63.
IV. SUMMARY OF SERVICES

5.

Brownstein provided a variety of services to the Debtors including, but not

limited to: (i) advising Debtors and Debtors' counsel concerning financial issues incident to their chapter 11 cases; (ii) participating in meetings with Debtors and stakeholders; (iii) reviewing the draft plan of reorganization and disclosure statement and providing input; and (iv) planning for exit from bankruptcy and bringing of patent litigation case as part of liquidation trustee role.

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V. ACTUAL AND NECESSARY EXPENSES INCURRED 6. Brovvnstein has incurred total out of pocket disbursements during the Fee Period

in the amount of$36.63. This disbursement sum is broken do\vn into categories of charges and is included in attachments hereto. 7. Brownstein represents as follows with regard to its charges for actual and

necessary costs and expenses during the Fee Period: (a) Copy charges are $.10 per page, which charge is reasonable and

customary in the legal industry representing costs of copy materials, outside service costs, acquisition, maintenance, storage and operation of copy machines and copy center, together with a margin for recovery of lost expenditures. (b) (c) Incoming facsimiles are not billed. Outgoing facsimiles are billed at the rate of $1.00 per page. The cost

represents operator time, maintaining several dedicated facsimile telephone lines, supplies and equipment, and includes a margin for recovery of lost expenditures. VI. VALUATION OF SERVICES 8. Professionals of Brownstein have expended a total of 29.10 hours in connection

with this matter during the Fee Period. A detailed breakdown of the hours spent and services performed by each professional is set forth in attachments hereto. 9. The nature of the work performed by these persons is fully set forth in the

attachments contained in this Application. The rates charged are Brownstein's normal hourly rates for work of this character. The reasonable value of the services rendered by Brownstein to the Debtors during the Fee Period is $15,015.00. 10. At all relevant times, Brownstein has been a disinterested person as that term is

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JUN-15-2012

16:02

HOWARD_BROWNSTEIN

P.006

defined in 101(14) ofthe Bankruptcy Code and has not represented nor held any interest adverse to the interest of the Debtors. 11. Brownstein has reviewed the requirements of Local Bankruptcy Rule 2016-2 and

believes that this Application complies with the requirements of same. 12. All services for which compensation is requested by Brownstein were performed

for or on behalf of the Debtors, and not on behalf of other persons. There is no agreement or understanding between Brownstein and any other persons, other than members of the finn, for the sharing of compensation to be received for services rendered in these cases.
13.

In accordance with the factors enumerated in ll U.S.C. 330, the amount

requested is fair and reasonable given (a) the complexity of these cases, (b) the time expended, (c) the nature and extent of the services rendered, (d) the value of such services, and (e) the costs of comparable services other than in a case under this title. WHEREFORE, Brownstein respectfully requests compensation for professional services rendered to the Debtors in the sum of $15,015.00 and reimbursement of actual and necessary expenses incurred in the sum of $36.63 for the period from March 20, 2012 through May 31, 2012, and such other relief as this Court deems just and proper. Dated: June 12, 2012 By: Howard B. Brownstein, CTP The Brownstein Corporation 441 East Hector Street, Suite 205 Conshohocken, PA 19428 Telephone: (610) 828-1300 Facsimile: (610) 956-6688
Financial Advisor to FastShip, Inc., FastShip Atlantic, Inc. and Thornycroft, Giles & Co., Inc., Debtors and Debtors in Possession

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JUN-15-2012

16:02

HOWARD-BROWNSTEIN

P.007

CERTIFICATION OF RESPONSIBLE PROFESSIONAL Pursuant to the Guidelines for Applications for Compensation and Reimbursement of Expenses Adopted by the Executive Office for the United States Trustees Pursuant to the Bankruptcy Reform Act 1994, effective January 30, 1996 ("U.S.T. Guidelines") and Local Bankruptcy Rule 2016-2 (the "Local Bankruptcy Rules"), the undersigned, as responsible professional, certifies (a) I have read the foregoing application, (b) to the best of my kno\\iedge, information, and belief formed after reasonable inquiry, the compensation and expense reimbursement sought conforms with the U.S.T. Guidelines and the Local Bankruptcy Rules, and (c) the compensation and expense reimbursement requested are billed at rates and in accordance with practices no less favorable to the Debtors than those customarily employed by Brownstein generally. Dated: June 12, 2012 By: Howard B. Brownstein, CTP The Brownstein Corporation 441 East Hector Street, Suite 205 Conshohocken, PA 19428 Telephone: (61 0) 828-1300 Facsimile: (610) 956-6688

Financial Advisor to FastShip, Inc., FastShip Atlantic, Inc. and Thornycroft, Giles & Co., Inc., Debtors and Debtors in Possession

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TOTAL P.007

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

Objection Deadline: July 3, 2012 at 4:00 p.m. (ET)

NOTICE OF APPLICATION TO: The Debtor, Office of the United States Trustee and Notice Parties The Brownstein Corporation has filed its First Application for Interim Compensation for Services Rendered and Reimbursement of Expenses as Financial Advisor to the Debtors for the Period from March 20, 2012 through May 31, 2012 (the Application) requesting compensation in the amount of $15,015.00 and reimbursement of expenses in the amount of $36.63. You are required to file a response, if any, to the attached Application with the United States Bankruptcy Court for the District of Delaware, 824 Market Street, 3rd Floor, Wilmington, DE 19801 on or before July 3, 2012 at 4:00 p.m. (ET). At the same time, you must also serve a copy of any response upon: Howard B. Brownstein, CTP The Brownstein Corporation 441 East Hector Street, Suite 205 Conshohocken, PA 19428 A HEARING ON THIS MATTER WILL BE HELD ON A DATE TO BE DETERMINED BY THE COURT, ONLY IF OBJECTIONS ARE FILED BY JULY 3, 2012 AT 4:00 P.M. (ET).

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.

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IF YOU FAIL TO RESPOND IN ACCORDANCE WITH THIS NOTICE, THE DEBTORS ARE AUTHORIZED TO IMMEDIATELY PAY 80% OF THE COMPENSATION AND 100% OF THE EXPENSES REQUESTED IN THE APPLICATION WITHOUT FURTHER NOTICE OR HEARING. Dated: June 18, 2012 BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP By: /s/ Raymond H. Lemisch Raymond H. Lemisch, Esquire (No. 4204) Jennifer E. Smith, Esquire (No. 5278) 222 Delaware Avenue, Suite 801 Wilmington, DE 19801 Telephone: (302) 442-7006 Facsimile: (302) 442-7012 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 FastShip, Inc., FastShip Atlantic, Inc. and Thornycroft, Giles & Co., Inc., Debtors and Debtors in Possession

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FSI Time Worksheet Case Plan & Fee/Emplmt Business Admin Disc. Stmt. Appl'n Operations 0.20 0.50 0.20 0.20 0.70 0.40 1.20 0.30 0.60 0.70 0.90 0.50 1.10 0.40 0.90 0.30 0.70 0.50 2.30 0.00 0.00 8.00 0.10 0.40 0.60 0.10 0.20 0.50 0.20 0.40 1.20 0.20 0.60 0.20 0.10 0.20 0.20 Date 20-Mar 21-Mar 21-Mar 22-Mar 23-Mar 23-Mar 23-Mar 24-Mar 26-Mar 26-Mar 26-Mar 27-Mar 27-Mar 28-Mar 29-Mar 29-Mar 30-Mar 30-Mar HBB Hours 0.20 0.50 0.20 0.20 0.70 0.40 1.20 0.30 0.60 0.70 0.90 0.50 1.10 0.40 0.90 0.30 0.70 0.50 10.30 0.10 0.40 0.60 0.10 0.20 0.50 0.20 0.40 1.20 0.20 0.60 0.20 0.10 0.20 0.20 Description Corr client counsel re preparation for hearing on First Day orders T/C counsel re first-day orders Corr client's Board re D&O insurance Corr client re planning for calls with key stakeholders T/C counsel re results of hearing on first-day orders & next steps T/C client re preparation for call with creditor/shareholder Cornelison T/C client, creditor/shareholder Cornelison Corr client re planning for calls with key stakeholders and investor mtg T/C client & L. Berger for D. Hamilton T/C client & D. Brown of DRPA T/C corr client & J. Zug T/C client & Ed D'Alba (Urban Engineers) T/C client, counsel & Peter Hearn Corr client, counsel re debt/claims traders and press inquiries T/C's corr client, counsel, creditor/shareholder Cornelison re OCUC formation mtg Corr counsel re patent report, review document T/C Dealflow Media re publicity, claims trading ,etc. T/C client, counsel re preparation for call with shareholder

1-Apr 4-Apr 4-Apr 5-Apr 5-Apr 10-Apr 11-Apr 11-Apr 11-Apr 12-Apr 12-Apr 13-Apr 13-Apr 14-Apr 16-Apr

Corr client re planning for 4/18 meeting with stakeholders Corr client, counsel re DIP loan funding and fee app processes Review drafts of proposed letter to Giles; corr client, counsel Corr client re changes at shareholder DRPA Corr counsel & OUST notice re committee formation meeting Corr counsel; Review OUST comments re draft employment app; revise employment app Corr client, counsel re DRPA and Citizens Bank liens Corr client, counsel; review Mellon Bank lien T/C corr client, counsel re planning for meeting with creditors; review drafts of presentation slides Review revised presentation slide drafts for meeting with stakeholders Corr counsel re OUST comments to employment app, and revisions to employment app Review further revised slide drafts for meeting with stakeholders Corr counsel re OUST comments to employment app, and revisions to employment app Corr counsel re prepetition client agreements Corr counsel re DOJ (Navy) entrance of appearance in case

0.60 0.10 0.10 0.20 0.20 1.20 1.00 1.30 0.70 0.20 0.60 0.50 0.20 3.70

16-Apr 16-Apr 17-Apr 18-Apr 20-Apr 23-Apr 24-Apr 25-Apr 27-Apr 27-Apr 30-Apr 30-Apr 30-Apr

1.60

2.00 2.00 1,050.00

4.80 12.80 6,720.00 1-May 2-May 2-May 4-May 14-May 15-May 25-May 27-May 29-May 30-May 31-May 31-May

0.60 0.10 0.10 0.20 0.20 1.20 1.00 1.30 0.70 0.20 0.60 0.50 0.20 12.10

Corr counsel re draft revised employment order, supplemental declaration; review/revise drafts Corr client re preparation for meeting 4/18 with stakeholders Corr client re purchase of D&O insurance Corr client, counsel re proposed letter to Giles Corr counsel, finalize employment application and related documents T/C client, counsel re planning for court hearing 4/25 and claims admin. Review draft POR; corr counsel Review draft POR; corr counsel Review revised draft POR Corr client; review Board minutes Conf call re Debtor BOD Mtg; preparation and F/U Corr counsel re revised POR draft T/C counsel re schedule for POR confirmation process

3.90 3.70 2,047.50 1,942.50 0.10 0.40 0.30 0.70

22.40 First Fee App Total 11,760.00 Corr counsel, client re trust tax issues T/C's corr counsel, client re trust tax issues Review Draft Disclosure Statement & Revised POR Corr counsel; review successive drafts: Disclosure Statement & Revised POR Corr caseteam re fee invoicing Corr counsel re planning for Disclosure Statement hearing 5/31 Review revised Disclosure Statement & POR; corr OUST Prepare draft First Interim Fee Application; corr counsel Corr counsel re planning for Disclosure Statement hearing 5/31 Corr counsel re additional POR language Exp: 66 mi. @ $0.555 = $36.63 1.50 Attend meetings with client and counsel re Disclosure Statement hearing and POR balloting 0.60 Attend court hearing 5.70 28.10 Revised First Fee App total (incl. 0.5 hrs for travel) 14,752.50 1.00 Travel time to and from Wilmington to attend meetings and court hearing on Disclosure Statement 262.50 15,015.00 36.63 Exp 15,051.63 0.10 0.40 0.30 0.70 0.10 0.10 0.90 0.80 0.10 0.10

0.10 0.10 0.90 0.80 0.10 0.10 1.50 0.60 4.70 8.40 4410.00

0.00 3.90 2047.50

1.00 3.00 1575.00

0.00 12.80 6720.00 31-May

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

CERTIFICATE OF SERVICE I, Raymond H. Lemisch, Esquire, hereby certify that on June 18, 2012, a true and correct copy of the foregoing document was served via overnight delivery, postage prepaid, upon all parties on the attached list. Dated: June 18, 2012 BENESCH, FRIEDLANDER, COPLAN & ARONOFF LLP By: /s/ Raymond H. Lemisch Raymond H. Lemisch, Esquire (No. 4204) Jennifer E. Smith, Esquire (No. 5278) 222 Delaware Avenue, Suite 801 Wilmington, DE 19801 Telephone: (302) 442-7006 Facsimile: (302) 442-7012 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 FastShip, Inc., FastShip Atlantic, Inc. and Thornycroft, Giles & Co., Inc., Debtors and Debtors in Possession
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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.

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Juliet Sarkessian, Esq. Office of the U.S. Trustee 844 King Street Suite 2207 Wilmington, DE 19801

FastShip, Inc. 1608 Walnut Street Suite 501 Philadelphia, PA 19103

IP Co. LLC c/o Donald E. Stout, Esq. Antonelli, Terry, Stout & Kraus, LLP Suite 1800 1300 North Seventeenth Street Arlington, VA 22209

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