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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)

AMENDED FUNDING AGREEMENT TO 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 21, 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 submit the Amended Funding Agreement by and among FastShip, LLC, the Liquidating Trust of FastShip, Inc., et al., and IP Co., LLC, (as amended, the Funding Agreement), which was previously filed as Exhibit B to the Plan Supplement to the Joint Liquidating Amended Plan of FatShip Inc. and its Subsidiaries Pursuant to Chapter 11 of the United States Bankruptcy Code on June 18, 2012 [D.I. 115]. The Funding Agreement is attached hereto as Exhibit A and a blackline comparing the Funding Agreement to the previously filed version is attached hereto as Exhibit B.

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Doc 7205500 Ver 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. 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 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

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SCHEDULE 1 IP Litigation Budget


NOTES: Budget SNRDenton(litigationcounsel) Litigationexpenses Administration Contingency total $ 600,000 591,000 30,000 70,500 1,291,500 (1) (2) (3)

(1)Litigationcounselwillbepaidthefirst$600,000oftheirlegalfees.Litigationcounselwillputallof theirlegalfeesbeyondthefirst$600,000attheriskofSNRDentoninexchangefor12.5%ofanygross awardfromthelitigation. (2)Estimate.Includesallexpensesofthelitigation,includingcopying,depositions,expertwitnesses, audiovisual,etc.ExcludescostofconsultantsprovidedbyLiquidatingTrust. (3)Estimate.Assumes$6000peryearforfiveyears.Includesmaintenanceofbooksandrecords, paymentoffranchiseandothertaxes.

SCHEDULE 2 Liquidating Trust Budget


Budget TheBrownsteinCorporation(Trustee) StoragecostsforFSIrecords Legalcosts Trustee'sexpenses Distributioncosts Administration ConsultantsGiles ConsultantsBullard ConsultantsChambers total $ 30,000 10,500 20,000 12,000 5,000 12,000 210,000 5,000 4,000 308,500 (1) (2) (3) (4) (5) (6) (7) (8) (9)

NOTES: (1)BrownsteinCorporationwillbepaid$525perhourforactualtimespent,withanaggregatelimitof $50,000forservicesasFinancialAdvisorduringthebankruptcyandasTrusteeduringtheexistanceof theLiquidatingTrust.ThebudgetforservicesasFinancialAdvisorduringthebankruptcyis$20,000; accordingly,$30,000hasbeenbudgetedforservicesasTrustee.Anyfeesincurredinexcessof$50,000 willbepaidfromtheLiquidatingTrust'sshareofanyawardfromthepatentinfringementlitigation. (2)Estimate.Assumes$175permonthfor60months. (3)Estimate.ThisamountisintendedtocoveranylegalcostsincurredbytheTrusteeonsuchmattersas securinganIRStaxruling,orcontestingclaims. (4)Estimate.Assumes$200permonthfor60months.

(5)Estimate. (6)Estimate.Assumes$200permonthfor60months.Includesmaintenanceofbooksandrecords, paymentoffranchiseandothertaxesifappropriate. (7)24months@$8750,asperconsultingagreement

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

Doc 7193369 Ver 6

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.

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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.

1.1.7. Confirmation Date means the date upon which the Confirmation Order is entered on
the docket of the Bankruptcy Court.

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.

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. 2
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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 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. Interpretive Provisions.

1.2.1. 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.

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
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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.

1.2.6. 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. 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.

2.2.

2.2.1. 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.

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

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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 no repayment of the amounts funded pursuant to this Agreement other thanonly through distribution of the IP Litigation Proceeds pursuant to Lenders unit ownership in FastShip, as set forth herein. Proceeds of FastShip. Upon the dissolution of FastShip, the Liquidating Trust shall pay the Lender a percent of the total distribution received by the Liquidating Trust pursuant to the FastShip Operating Agreement (the Final Distribution). The amount of funding provided by the Lender shall determine the amount the Liquidating Trust shall pay the Lender. If theAssuming Lender funds up to $1,600,000 pursuant to the terms of this Agreement, the Liquidating Trust shall pay the Lender an amount equal to 50% of the Final Distribution. ($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 Liquidating TrustManager of FastShip, the Lender provides FastShip with additional funding in excess of $1,600,000, the Liquidating Trust shall increase the percent of the Final Distribution payable to the Lender proportionally by2,000,000 (including the funding in the Chapter 11 Cases), the Lender shall be entitled to receive proportionally an additional 1% for each $100,000 of additional funding made by the Lender, up to a maximum of an additional 10% of the Final Distribution. 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
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Funding Agreement. Two copies of this Agreement duly executed by the Borrowers.

3.1.2 3.1.3 3.2 3.3


4.

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 membersmember of FastShip, along with a copy of the certificate of formation.

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

EVENTS OF DEFAULT.

4.1.
hereunder:

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

The Liquidating Trustee accepting an offer to settle the IP Litigation without prior consultation with Lender and IP Litigation Counsel;

(a)

(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 6
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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 7
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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.
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.

6.5.

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:

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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. 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

With a copy to:

To the Lender:

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.

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

FASTSHIPFastShip, 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,
Name: Howard B. President of The

By:

By:
By:

Brownstein
Title: Managing Member Corporation

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:

LIQUIDATING TRUST OF FASTSHIP, INC., ET AL. By: Name: Howard B. Brownstein Title: Liquidating Trustee

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IP COCo., LLC By: __________________________


Name: Title: ManagingSole Member and

Manager of IP Co., LLC

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SCHEDULE 1 IP Litigation Budget


NOTES: Budget SNRDenton(litigationcounsel) Litigationexpenses Administration Contingency total $ 600,000 591,000 30,000 70,500 1,291,500 (1) (2) (3)

(1)Litigationcounselwillbepaidthefirst$600,000oftheirlegalfees.Litigationcounselwillputallof theirlegalfeesbeyondthefirst$600,000attheriskofSNRDentoninexchangefor12.5%ofanygross awardfromthelitigation. (2)Estimate.Includesallexpensesofthelitigation,includingcopying,depositions,expertwitnesses, audiovisual,etc.ExcludescostofconsultantsprovidedbyLiquidatingTrust. (3)Estimate.Assumes$6000peryearforfiveyears.Includesmaintenanceofbooksandrecords, paymentoffranchiseandothertaxes.

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SCHEDULE 2 Liquidating Trust Budget


Budget TheBrownsteinCorporation(Trustee) StoragecostsforFSIrecords Legalcosts Trustee'sexpenses Distributioncosts Administration ConsultantsGiles ConsultantsBullard ConsultantsChambers total $ 30,000 10,500 20,000 12,000 5,000 12,000 210,000 5,000 4,000 308,500 (1) (2) (3) (4) (5) (6) (7) (8) (9)

NOTES: (1)BrownsteinCorporationwillbepaid$525perhourforactualtimespent,withanaggregatelimitof $50,000forservicesasFinancialAdvisorduringthebankruptcyandasTrusteeduringtheexistanceof theLiquidatingTrust.ThebudgetforservicesasFinancialAdvisorduringthebankruptcyis$20,000; accordingly,$30,000hasbeenbudgetedforservicesasTrustee.Anyfeesincurredinexcessof$50,000 willbepaidfromtheLiquidatingTrust'sshareofanyawardfromthepatentinfringementlitigation. (2)Estimate.Assumes$175permonthfor60months. (3)Estimate.ThisamountisintendedtocoveranylegalcostsincurredbytheTrusteeonsuchmattersas securinganIRStaxruling,orcontestingclaims. (4)Estimate.Assumes$200permonthfor60months.

(5)Estimate. (6)Estimate.Assumes$200permonthfor60months.Includesmaintenanceofbooksandrecords, paymentoffranchiseandothertaxesifappropriate. (7)24months@$8750,asperconsultingagreement

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

7193369 v4 Doc 7193369 Ver 56

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Document comparison by Workshare Professional on Thursday, June 21, 2012 2:16:16 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 27 23 0 0 0 0 50 interwovenSite://DMS1C/Benesch/7193369/5 #7193369v5<Benesch> - Funding Agreement v Final interwovenSite://DMS1C/Benesch/7193369/6 #7193369v6<Benesch> - Funding Agreement v6 1. Add=bold DbUnderline, Delete=strikethru