First Amended Joint Plan of Reorganization of Biovest International, Inc



  
 Exhibit 10.1

 UNITED STATES BANKRUPTCY COURT 
 MIDDLE DISTRICT OF FLORIDA 
 TAMPA DIVISION 

 

					
	In re:	  		  	Chapter 11
			
	BIOVEST INTERNATIONAL, INC.,	  		  	Case No. 8:08-bk-17796-KRM
			
	BIOVAX, INC.,	  		  	Case No. 8:08-bk-17803-KRM
			
	AUTOVAXID, INC.,	  		  	Case No. 8:08-bk-17804-KRM
			
	BIOLENDER, LLC,	  		  	Case No. 8:08-bk-17805-KRM
			
	BIOLENDER II, LLC,	  		  	Case No. 8:08-bk-17806-KRM
			
	 Debtors.
	  		  	
			
	  
	  	/	  	

 FIRST AMENDED JOINT PLAN OF REORGANIZATION OF BIOVEST 

INTERNATIONAL, INC., BIOVAX, INC., AUTOVAXID, INC., BIOLENDER, LLC, AND  

BIOLENDER II, LLC UNDER CHAPTER 11 OF TITLE 11, UNITED STATES CODE 

 

			
	STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
	Charles A. Postler (Florida Bar No. 455318)
	110 East Madison Street, Suite 200
	Tampa, Florida 33602
	Telephone:	 	    (813) 229-0144
	Facsimile:	 	    (813) 229-1811
	Email:	 	cpostler@srbp.com
	Counsel for Debtors and Debtors in Possession


 Tampa, Florida 
 Dated as of August 16, 2010 







  
 PURSUANT TO SECTION 1125 OF TITLE 11 OF
THE UNITED STATES CODE, NOTHING CONTAINED IN THIS FIRST AMENDED JOINT PLAN OF REORGANIZATION (THE “PLAN”) SHOULD BE CONSTRUED AS CONSTITUTING A SOLICITATION OF ACCEPTANCES OF THE PLAN UNTIL SUCH TIME AS THE DEBTORS’ DISCLOSURE
STATEMENT (AS DEFINED HEREIN) HAS BEEN APPROVED BY AN ORDER OF THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE DISTRICT OF FLORIDA, TAMPA DIVISION, AND DISTRIBUTED, WITH APPROPRIATE BALLOTS (INCLUDING THE BIOVEST STOCKHOLDER BALLOTS), TO ALL
HOLDERS OF CLAIMS AGAINST AND EQUITY INTERESTS IN THE DEBTORS ENTITLED TO VOTE ON THE PLAN. THE DEBTORS RESERVE THE RIGHT TO FILE A SECOND AMENDED OR AN AMENDED AND RESTATED PLAN AND A SECOND AMENDED OR AN AMENDED AND RESTATED DISCLOSURE STATEMENT
FROM TIME TO TIME HEREAFTER. REFERENCE IS MADE TO SUCH DISCLOSURE STATEMENT FOR A DISCUSSION OF THE DEBTORS’ HISTORY, BUSINESSES, PROPERTIES, AND OPERATIONS, THE PROJECTIONS FOR THE DEBTORS’ FUTURE OPERATIONS, A SUMMARY OF SIGNIFICANT
EVENTS WHICH HAVE OCCURRED TO DATE IN THE BANKRUPTCY CASES, A SUMMARY OF THE MEANS OF IMPLEMENTING AND FUNDING THE PLAN, AND THE PROCEDURES FOR VOTING ON THE PLAN. ALL HOLDERS OF CLAIMS AGAINST AND EQUITY INTERESTS IN THE DEBTORS ARE HEREBY ADVISED
AND ENCOURAGED TO READ THE DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. 
 AS TO CONTESTED
MATTERS, ADVERSARY PROCEEDINGS AND OTHER ACTIONS OR THREATENED ACTIONS, THE PLAN AND THE DISCLOSURE STATEMENT SHALL NOT BE CONSTRUED AS AN ADMISSION OR STIPULATION, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT NEGOTIATIONS. 

  
 ii 









  
 TABLE OF CONTENTS

  

							
	 ARTICLE 1
	  	INTRODUCTION	  	 	1	  
			
	 ARTICLE 2
	  	DEFINED TERMS; RULES OF CONSTRUCTION	  	 	3	  
	 2.1
	  	Defined Terms	  	 	3	  
	 2.2
	  	Rules of Construction	  	 	30	  
			
	 ARTICLE 3
	  	TREATMENT OF ADMINISTRATIVE EXPENSE CLAIMS, PRIORITY TAX CLAIMS, AND DIP LOAN CLAIMS	  	 	31	  
	 3.1
	  	Administrative Expense Claims	  	 	31	  
	 3.2
	  	Priority Tax Claims	  	 	32	  
	 3.3
	  	DIP Loan Claims	  	 	32	  
			
	 ARTICLE 4
	  	DESIGNATION OF CLASSES OF CLAIMS AND EQUITY INTERESTS	  	 	34	  
	 4.1
	  	Class 1: Priority Claims	  	 	34	  
	 4.2
	  	Class 2: Secured Claims and Other Claims of Laurus/Valens	  	 	34	  
	 4.3
	  	Class 3: Secured Claims and Other Claims of Accentia	  	 	34	  
	 4.4
	  	Class 4: Secured Claims and Other Claims of the 2008 Secured Debentures Holders	  	 	35	  
	 4.5
	  	Class 5: Secured Tax Claims of Governmental Units	  	 	35	  
	 4.6
	  	Class 6: Other Secured Claims	  	 	35	  
	 4.7
	  	Class 7: Unsecured Claims of Ronald E. Osman under the Osman Note	  	 	35	  
	 4.8
	  	Class 8: Unsecured Claims (Unsecured Claims Not Otherwise Classified)	  	 	35	  
	 4.9
	  	Class 9: Unsecured Convenience Claims	  	 	35	  
	 4.10
	  	Class 10: Intercompany Claims	  	 	35	  
	 4.11
	  	Class 11: Subordinated Securities Claims	  	 	35	  
	 4.12
	  	Class 12: Equity Interests	  	 	35	  
	 4.13
	  	Class 13: Subsidiary Equity Interests	  	 	35	  
			
	 ARTICLE 5
	  	TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS	  	 	36	  
	 5.1
	  	Unclassified Claims	  	 	36	  
	 5.2
	  	Class 1: Priority Claims	  	 	36	  
	 5.3
	  	Class 2: Secured Claims and Other Claims of Laurus/Valens	  	 	36	  
	 5.4
	  	Class 3: Secured Claims and Other Claims of Accentia	  	 	42	  
	 5.5
	  	Class 4: Secured Claims and Other Claims of the 2008 Secured Debentures Holders	  	 	43	  
	 5.6
	  	Class 5: Secured Tax Claims of Governmental Units	  	 	45	  
	 5.7
	  	Class 6: Other Secured Claims	  	 	45	  
	 5.8
	  	Class 7: Unsecured Claims of Ronald E. Osman under the Osman Note	  	 	46	  
	 5.9
	  	Class 8: Unsecured Claims (Unsecured Claims Not Otherwise Classified)	  	 	47	  
	 5.10
	  	Class 9: Unsecured Convenience Claims	  	 	49	  
	 5.11
	  	Class 10: Intercompany Claims	  	 	50	  
	 5.12
	  	Class 11: Subordinated Securities Claims	  	 	50	  
	 5.13
	  	Class 12: Equity Interests	  	 	50	  
	 5.14
	  	Class 13: Subsidiary Equity Interests	  	 	51	  
			
	 ARTICLE 6
	  	ACCEPTANCE OR REJECTION OF THE PLAN	  	 	51	  
	 6.1
	  	Each Impaired Class Entitled to Vote Separately	  	 	51	  
	 6.2
	  	Acceptance by Impaired Classes	  	 	51	  
	 6.3
	  	Presumed Acceptance of Plan by Unimpaired Classes	  	 	52	  
	 6.4
	  	Deemed Non-Acceptance of Plan	  	 	52	  
	 6.5
	  	Impairment Controversies	  	 	52	  


  
 iii









  

							
	 ARTICLE 7
	  	TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES	  	 	52	  
	 7.1
	  	Assumption or Rejection of Executory Contracts and Unexpired Leases	  	 	52	  
	 7.2
	  	Approval of Assumption or Rejection of Executory Contracts and Unexpired Leases	  	 	53	  
	 7.3
	  	Inclusiveness	  	 	53	  
	 7.4
	  	Cure of Defaults	  	 	53	  
	 7.5
	  	Claims under Rejected Executory Contracts and Unexpired Leases	  	 	54	  
	 7.6
	  	Insurance Policies	  	 	54	  
	 7.7
	  	Indemnification Rights	  	 	54	  
	 7.8
	  	Existing Biovest Stock Options	  	 	55	  
	 7.9
	  	Existing Biovest Stock Warrants	  	 	55	  
			
	 ARTICLE 8
	  	MEANS OF IMPLEMENTATION OF THE PLAN	  	 	56	  
	 8.1
	  	General Overview of the Plan	  	 	56	  
	 8.2
	  	Effective Date Actions	  	 	57	  
	 8.3
	  	Vesting of Property of the Estates in Reorganized Biovest	  	 	57	  
	 8.4
	  	Continued Corporate Existence; Dissolution	  	 	58	  
	 8.5
	  	Corporate Action	  	 	58	  
	 8.6
	  	Boards of Directors and Executive Officers of the Reorganized Debtors	  	 	58	  
	 8.7
	  	Amendment and Restatement of Certificate of Incorporation and Bylaws of Biovest	  	 	59	  
	 8.8
	  	Issuance of Reorganized Biovest Common Stock	  	 	60	  
	 8.9
	  	Exemptions from Securities Laws	  	 	60	  
	 8.10
	  	SEC Public Reports	  	 	62	  
	 8.11
	  	Section 1146 Exemption	  	 	62	  
	 8.12
	  	Pursuit of Causes of Action	  	 	63	  
	 8.13
	  	Prosecution and Settlement of Claims and Causes of Action	  	 	64	  
	 8.14
	  	Effectuating Documents; Further Transactions	  	 	65	  
	 8.15
	  	Cancellation of Existing Loan Documents and Agreements	  	 	65	  
	 8.16
	  	Exit Financing	  	 	65	  
	 8.17
	  	Exclusivity Period	  	 	65	  
	 8.18
	  	Dissolution of the Committee	  	 	65	  
			
	 ARTICLE 9
	  	PROVISIONS GOVERNING DISTRIBUTIONS	  	 	66	  
	 9.1
	  	Initial Distribution	  	 	66	  
	 9.2
	  	Execution and Delivery of Plan Notes and Security Documents	  	 	66	  
	 9.3
	  	Determination of Claims	  	 	66	  
	 9.4
	  	Distributions as to Allowed Claims in Classes 8 and 11	  	 	67	  
	 9.5
	  	Unclaimed Distributions	  	 	68	  
	 9.6
	  	Transfer of Claim	  	 	68	  
	 9.7
	  	One Distribution Per Holder	  	 	69	  
	 9.8
	  	Effect of Pre-Confirmation Distributions	  	 	69	  
	 9.9
	  	No Interest on Claims	  	 	69	  
	 9.10
	  	Determination of Voting and Distribution Rights of Holders of Equity Interests	  	 	69	  
	 9.11
	  	Fractional Shares	  	 	69	  
	 9.12
	  	Certain Restrictions on Stock Transfers	  	 	70	  
	 9.13
	  	Compliance with Tax Requirements	  	 	70	  
			
	 ARTICLE 10
	  	SUBSTANTIVE CONSOLIDATION OF THE DEBTORS’ ESTATES	  	 	70	  
	 10.1
	  	Request for Substantive Consolidation	  	 	70	  
	 10.2
	  	Effect of Substantive Consolidation	  	 	71	  


  
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	 ARTICLE 11
	  	CONDITIONS PRECEDENT TO CONFIRMATION OF THE PLAN AND THE EFFECTIVE DATE	  	 	71	  
	 11.1
	  	Conditions Precedent to Confirmation of the Plan	  	 	71	  
	 11.2
	  	Conditions Precedent to the Effective Date	  	 	72	  
	 11.3
	  	Notice of the Effective Date	  	 	72	  
			
	 ARTICLE 12
	  	DISCHARGE, EXCULPATION FROM LIABILITY, RELEASE, AND GENERAL INJUNCTION	  	 	72	  
	 12.1
	  	Discharge of Claims	  	 	72	  
	 12.2
	  	Exculpation from Liability	  	 	73	  
	 12.3
	  	Release	  	 	74	  
	 12.4
	  	General Injunction	  	 	74	  
	 12.5
	  	Term of Certain Injunctions and Automatic Stay	  	 	75	  
	 12.6
	  	No Liability for Tax Claims	  	 	75	  
	 12.7
	  	Regulatory or Enforcement Actions	  	 	76	  
			
	 ARTICLE 13
	  	RETENTION OF JURISDICTION	  	 	76	  
	 13.1
	  	General Retention	  	 	76	  
	 13.2
	  	Specific Purposes	  	 	76	  
	 13.3
	  	Closing of the Biovest Bankruptcy Cases	  	 	79	  
			
	 ARTICLE 14
	  	MODIFICATION OF PLAN AND CONFIRMATION OVER OBJECTIONS	  	 	79	  
	 14.1
	  	Modification of Plan	  	 	79	  
	 14.2
	  	Confirmation Over Objections	  	 	80	  
			
	ARTICLE 15	  	MISCELLANEOUS PROVISIONS	  	 	80	  
	 15.1
	  	No Admissions	  	 	80	  
	 15.2
	  	Revocation or Withdrawal of the Plan	  	 	80	  
	 15.3
	  	Standard for Approval of the Bankruptcy Court	  	 	80	  
	 15.4
	  	Further Assurances	  	 	81	  
	 15.5
	  	Headings	  	 	81	  
	 15.6
	  	Notices	  	 	81	  
	 15.7
	  	Governing Law	  	 	81	  
	 15.8
	  	Limitation on Allowance	  	 	82	  
	 15.9
	  	Estimated Claims	  	 	82	  
	 15.10
	  	Consent to Jurisdiction	  	 	82	  
	 15.11
	  	Setoffs	  	 	82	  
	 15.12
	  	Successors and Assigns	  	 	82	  
	 15.13
	  	Modification of Payment Terms	  	 	83	  
	 15.14
	  	Entire Agreement	  	 	83	  
	 15.15
	  	Severability of Plan Provisions	  	 	83	  
	 15.16
	  	Controlling Document	  	 	83	  
	 15.17
	  	Plan Supplement	  	 	83	  
	 15.18
	  	Computation of Time	  	 	84	  
	 15.19
	  	Substantial Consummation	  	 	84	  


  
 v 








  
 INDEX TO EXHIBITS
TO PLAN 
  

					
	Exhibit A	  	–	  	DIP Loan Documents
			
	Exhibit B	  	–	  	Schedule of Intercompany Claims
			
	Exhibit C	  	–	  	Rejected Contracts
			
	Exhibit D	  	–	  	Reorganized Biovest Bylaws
			
	Exhibit E	  	–	  	Reorganized Biovest Charter
			
	Exhibit F	  	–	  	Pro Forma Recapitalization of Reorganized Biovest


  
 vi 









  
 ARTICLE 1

 INTRODUCTION 
 Biovest International, Inc. and its wholly-owned subsidiaries, Biovax, Inc., AutovaxID, Inc., Biolender, LLC, and Biolender II, LLC, as Debtors and Debtors in Possession in the Biovest Bankruptcy Cases,
hereby propose the following Plan for the reorganization of the Debtors and the resolution of the outstanding Claims against and Equity Interests in the Debtors pursuant to the provisions of Chapter 11 of the Bankruptcy Code, and request
Confirmation of the Plan pursuant to Section 1129 of the Bankruptcy Code. This Plan shall amend, restate and replace in its entirety the Joint Plan of Reorganization of Biovest International, Inc., Biovax, Inc., AutovaxID, Inc., Biolender, LLC,
and Biolender II, LLC under Chapter 11 of Title 11, United States Code dated as of May 14, 2010 (Docket No. 674). Capitalized terms used in the Plan shall have the meanings ascribed to such terms in Article 2.1 of the Plan. The Debtors are
the proponents of the Plan within the meaning of Section 1129 of the Bankruptcy Code. 
 In summary, but subject to more
specific details provided herein, the Plan provides for the reorganization of the Debtors and the payment in full of all of the Allowed Claims against the Debtors and the retention by the Biovest Stockholders of their Equity Interests in Biovest
subject to dilution as provided in the Plan. Although the Debtors’ Estates are presently being jointly administered for procedural purposes, the Debtors and their Estates have not yet been substantively consolidated. Accordingly, the Plan is
really five distinct plans, one for each of the Debtors. The Articles of the Plan generally apply to all of the Debtors, except where otherwise indicated. 
 Article 10 of the Plan constitutes a motion by the Debtors seeking the substantive consolidation of the Debtors’ Estates. If such motion is granted and the Plan is confirmed by the Bankruptcy Court,
then, on the Effective Date of the Plan, the Properties of all of the Debtors’ Estates will be consolidated into one estate to be thereafter known as the Biovest Estate. The Biovest Estate and the implementation of the Plan will be managed by
the Board of Directors of Biovest. 
 Under Section 1125(b) of the Bankruptcy Code, a vote to accept or reject the Plan
cannot be solicited from the Holder of a Claim or Equity Interest until such time as the Debtors’ Disclosure Statement has been approved by the Bankruptcy Court and distributed to Holders of Claims and Equity Interests. The Debtors’
Disclosure Statement was approved by the Bankruptcy Court in the Biovest Disclosure Statement Approval Order, and has been distributed simultaneously with the Plan to all Holders of Claims and Equity Interests whose votes are being solicited. The
Disclosure Statement contains, among other things, (a) a discussion of the Debtors’ history, businesses, properties, and operations, (b) the Projections for the Debtors’ future operations, (c) a summary of significant events
which have occurred to date in the Bankruptcy Cases, (d) a summary of the means of implementing and funding the Plan, and (e) the procedures for voting on the Plan. Unless otherwise ordered by the Bankruptcy Court, no materials, other than
the Plan and the accompanying Disclosure Statement, Biovest Disclosure Statement Approval Order, Ballot or Biovest Stockholder Ballot, and Committee Support Letter have been approved by the Debtors or the Bankruptcy Court for use in soliciting
acceptances or rejections of the Plan. ALL HOLDERS OF CLAIMS AGAINST AND EQUITY INTERESTS IN THE DEBTORS ENTITLED TO VOTE ON THE PLAN ARE ENCOURAGED TO READ THE PLAN AND THE DISCLOSURE STATEMENT, AND ANY EXHIBITS ATTACHED THERETO, IN THEIR ENTIRETY
BEFORE VOTING TO ACCEPT OR REJECT THE PLAN. 

  
 1 








  
 Subject to certain
restrictions and requirements set forth in Section 1127 of the Bankruptcy Code and Bankruptcy Rule 3019 and those restrictions on modifications to the Plan set forth in Article 14 of the Plan, the Debtors expressly reserve the right to alter,
amend, modify, revoke or withdraw the Plan, one or more times, prior to the Plan’s substantial consummation. 
 THE PLAN
HAS BEEN APPROVED BY THE BOARD OF DIRECTORS OF BIOVEST. IN THE OPINION OF THE DEBTORS, THE TREATMENT OF CLAIMS AND EQUITY INTERESTS UNDER THE PLAN CONTEMPLATES A GREATER RECOVERY THAN THAT WHICH IS LIKELY TO BE ACHIEVED UNDER OTHER ALTERNATIVES FOR
THE REORGANIZATION OR LIQUIDATION OF THE DEBTORS. ACCORDINGLY, THE DEBTORS BELIEVE THAT CONFIRMATION OF THE PLAN IS IN THE BEST INTERESTS OF CREDITORS AND HOLDERS OF EQUITY INTERESTS, AND THE DEBTORS RECOMMEND THAT CREDITORS AND HOLDERS OF EQUITY
INTERESTS VOTE TO ACCEPT THE PLAN. 
 IN ADDITION, THE OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF THE DEBTORS BELIEVES THAT
CONFIRMATION OF THE PLAN IS IN THE BEST INTERESTS OF UNSECURED CREDITORS AND RECOMMENDS THAT UNSECURED CREDITORS VOTE TO ACCEPT THE PLAN. UNSECURED CREDITORS ARE ENCOURAGED TO READ THE COMMITTEE SUPPORT LETTER INCLUDED WITH THE DISCLOSURE STATEMENT
AND THE PLAN. 
 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, UNLESS OTHERWISE STATED, ALL STATEMENTS IN THE PLAN AND IN THE
ACCOMPANYING DISCLOSURE STATEMENT CONCERNING THE HISTORY OF THE DEBTORS’ BUSINESSES, THE PAST OR PRESENT FINANCIAL CONDITION OF THE DEBTORS, THE PROJECTIONS FOR THE FUTURE OPERATIONS OF THE DEBTORS, TRANSACTIONS TO WHICH THE DEBTORS WERE OR ARE
PARTY, OR THE EFFECT OF CONFIRMATION OF THE PLAN ON HOLDERS OF CLAIMS AGAINST AND EQUITY INTERESTS IN THE DEBTORS ARE ATTRIBUTABLE EXCLUSIVELY TO THE DEBTORS AND NOT TO ANY OTHER PARTY. 

THE PLAN AND THE DISCLOSURE STATEMENT HAVE NOT BEEN REQUIRED TO BE PREPARED IN ACCORDANCE WITH FEDERAL OR STATE SECURITIES LAWS OR OTHER
APPLICABLE NON-BANKRUPTCY LAW. PERSONS OR ENTITIES TRADING IN OR OTHERWISE PURCHASING OR SELLING OR TRANSFERRING SECURITIES OF ACCENTIA BIOPHARMACEUTICALS, INC. OR BIOVEST INTERNATIONAL, INC. SHOULD EVALUATE THE PLAN AND THE DISCLOSURE STATEMENT IN
LIGHT OF THE PURPOSES FOR WHICH THEY WERE PREPARED. 

  
 2 








  
 ARTICLE 2

 DEFINED TERMS; RULES OF CONSTRUCTION 

 

	2.1	Defined Terms. 


2.1.1 As used in the Plan, the following terms (which appear in the Plan as capitalized terms) shall have the meanings set forth below:

 “1 Month Anniversary Date” means the date that is one (1) month after the Effective Date.

 “4 Month Anniversary Date” means the date that is four (4) months after the Effective
Date. 
 “6 Month Anniversary Date” means the date that is six (6) months after the
Effective Date. 
 “12 Month Anniversary Date” means the date that is twelve (12) months
after the Effective Date. 
 “2008 Secured Debentures” means the 15% Secured Convertible
Debentures Due March 31, 2010, issued by Biovest to the 2008 Secured Debentures Holders in September and October 2008, in the non-converted aggregate principal amount of $1,450,000.00 (Kathleen M. O’Donnell, Trustee, Irrevocable Trust #1
FBO Francis E. O’Donnell, Jr. ($100,000.00), Ronald E. Osman ($400,000.00), Philip E. Rosensweig ($300,000.00), and Valens U.S. ($650,000.00)). 
 “2008 Secured Debentures Allowed Class 4 Claim” has the meaning ascribed to such term in Article 5.5.1 of the Plan. 

“2008 Secured Debentures Claims” means any and all Secured Claims and other Claims of the 2008 Secured Debentures
Holders represented by, relating to, or arising under or in connection with the 2008 Secured Debentures Documents. 

“2008 Secured Debentures Documents” means all of the Prepetition documents evidencing the 2008 Secured
Debentures Claims and any and all other documents executed by Biovest, Accentia, the 2008 Secured Debentures Holders, or Laurus/Valens in any way relating to the 2008 Secured Debentures Claims, as any such documents have been amended, modified or
supplemented thereafter in accordance with their terms. 
 “2008 Secured Debentures Holders”
means, collectively, Kathleen M. O’Donnell, Trustee, Irrevocable Trust #1 FBO Francis E. O’Donnell, Jr., Ronald E. Osman, Philip E. Rosensweig, and Valens U.S. 
 “2008 Secured Debentures Plan Note” has the meaning ascribed to such term in Article 5.5.1.1 of the Plan. 

  
 3 








  
 “2008
Secured Debentures Warrants” means the Common Stock Purchase Warrants for the purchase of shares of Biovest Common Stock, issued to the 2008 Secured Debentures Holders in connection with the issuance of the 2008 Secured
Debentures. 
 “Accentia” means Accentia Biopharmaceuticals, Inc., a Florida corporation.

 “Accentia Allowed Class 3 Claim” has the meaning ascribed to such term in Article 5.4.1 of the Plan.

 “Accentia Bankruptcy Cases” means, collectively, the jointly administered cases of the Accentia
Debtors currently pending before the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, which cases were commenced by the Accentia Debtors on the Petition Date and presently bear Case Nos. 8:08-bk-17795-KRM (Accentia Biopharmaceuticals,
Inc.), 8:08-bk-17798-KRM (Analytica International, Inc.), 8:08-bk-17800-KRM (TEAMM Pharmaceuticals, Inc.), 8:08-bk-17801-KRM (AccentRx, Inc.), and 8:08-bk-17802-KRM (Accentia Specialty Pharmacy, Inc.). 

“Accentia Confirmation Order” means the order of the Bankruptcy Court in the Bankruptcy Cases confirming
the Accentia Plan pursuant to Section 1129 and other applicable sections of the Bankruptcy Code, as such order may be amended, modified or supplemented. 
 “Accentia Debtors” means, collectively, Accentia, Analytica, TEAMM Pharmaceuticals, Inc., AccentRx, Inc., and Accentia Specialty Pharmacy, Inc. 

“Accentia Guaranty” has the meaning ascribed to such term in Article 5.3.2.5 of the Plan. The form of the
Accentia Guaranty is included in Composite Exhibit 1 attached to the Laurus/Valens Compromise Motion. 

“Accentia Plan” means the First Amended Joint Plan of Reorganization of Accentia Biopharmaceuticals, Inc.,
Analytica International, Inc., TEAMM Pharmaceuticals, Inc., AccentRx, Inc., and Accentia Specialty Pharmacy, Inc. under Chapter 11 of Title 11, United States Code dated as of August 16, 2010, and all exhibits thereto, as the same may be
amended, supplemented, modified or amended and restated from time to time in accordance with the provisions of the Accentia Plan and the Bankruptcy Code. 
 “Accentia Prepetition Claims” means any and all Secured Claims and other Claims of Accentia represented by, relating to, or arising under or in connection with the Accentia
Prepetition Loan Documents and the Accentia Royalty Agreement. 
 “Accentia Prepetition Loan Documents”
means all of the Prepetition documents evidencing the Accentia Prepetition Claims and any and all other documents executed by the Debtors or Accentia in any way relating to the Accentia Prepetition Claims, as any such documents have been amended,
modified or supplemented thereafter in accordance with their terms. 
 “Accentia Royalty Agreement”
means the Royalty Agreement by and between Biovest and Accentia, dated as of October 31, 2006, as amended by a letter agreement dated February 5, 2008, and as further amended, modified or supplemented thereafter in accordance with its
terms. 

  
 4 








  
 “Accentia
Royalty Assignment Agreements” means the four (4) separate Assignment of Rights Under Royalty Agreements, each dated as of June 18, 2008, by and among Accentia, Biovest, Erato Corp., Valens U.S., Valens Offshore I, and
PSource, as amended, modified or supplemented thereafter in accordance with their terms. 
 “Accentia Royalty
Termination Agreement” means the Royalty Termination Agreement by and between Reorganized Biovest and Accentia, and acknowledged by Laurus/Valens, to be executed on the Closing Date, providing for the termination of the Accentia Royalty
Agreement, as it may be amended, modified or supplemented thereafter in accordance with its terms. The form of the Accentia Royalty Termination Agreement is included in Composite Exhibit 1 attached to the Laurus/Valens Compromise Motion.

 “Accentia Term Loan Agreement” means the Term Loan and Security Agreement, to be executed on the
Closing Date, by and among LV, the lenders party thereto, and Accentia, as it may be amended, modified or supplemented thereafter in accordance with its terms. 
 “Administrative Expense” means (a) any cost or expense of administration of the Biovest Bankruptcy Cases under Section 503(b) or 507(a)(1) of the Bankruptcy Code,
to the extent the party claiming any such cost or expense files an application, motion, request or other Bankruptcy Court-approved pleading seeking such expense in the Bankruptcy Cases on or before the applicable Administrative Expense Claim Bar
Date, including (i) any actual and necessary costs and expenses of preserving the Estates or operating the businesses of the Debtors (including wages, salaries, or commissions for services rendered) incurred on or after the Petition Date,
(ii) any Postpetition cost, indebtedness or contractual obligation duly and validly incurred or assumed by the Debtors in Possession in the ordinary course of their businesses, (iii) any Claim granted administrative priority status by a
Final Order of the Bankruptcy Court, (iv) any Claim by a Governmental Unit for taxes (and for interest and/or penalties related to such taxes) due from the Debtors for any Postpetition tax year or period, and (v) compensation or
reimbursement of expenses of Professionals awarded or allowed pursuant to an order of the Bankruptcy Court under Section 330(a) or 331 of the Bankruptcy Code (including any amounts held back pursuant to an order of the Bankruptcy Court);
(b) any Superpriority Claim; (c) all fees and charges assessed against the Estates under Chapter 123 of title 28, United States Code, 28 U.S.C. §§ 1911-1930; and (d) any and all other costs or expenses of administration of
the Biovest Bankruptcy Cases that are allowed by a Final Order of the Bankruptcy Court; provided, however, that, when used in the Plan, the term “Administrative Expense” shall not include the DIP Loan Claims, any Priority Tax Claim, any
Cure Claim, any Environmental Claim, any Disallowed Claim, or, unless otherwise expressly provided in the Plan, any of the Claims in Classes 1 through 11. In no event shall any Claim set out in a Proof of Claim be deemed to be an Administrative
Expense (except for any Claim by a Governmental Unit for taxes (and for interest and/or penalties related to such taxes) due from the Debtors for any Postpetition tax year or period). 

“Administrative Expense Claim” means any Claim for the payment of an Administrative Expense. 

“Administrative Expense Claim Bar Date” means the date(s) established by one or more orders of the
Bankruptcy Court as the deadline for the filing by any Creditor or other party in 

  
 5 








 
interest of an application, motion, request or other Bankruptcy Court-approved pleading for allowance of any Administrative Expense Claim, including as established in the Biovest Disclosure
Statement Approval Order; provided, however, that (a) unless otherwise ordered by the Bankruptcy Court, the Administrative Expense Claim Bar Date for the filing by any Professional of an application for any Administrative Expense Claim not yet
filed as of the date of the Plan shall be no later than fourteen (14) days after the date of entry of the Biovest Disclosure Statement Approval Order, and (b) to the extent the Bankruptcy Court has entered an order establishing a different
and specific deadline for a Creditor or other party in interest to file an Administrative Expense Claim, the date set forth in such order shall be deemed to be the Administrative Expense Claim Bar Date as to such Creditor or other party in interest.
Any Holder of an Administrative Expense Claim (including a Holder of a Claim for Postpetition federal, state or local taxes) that does not file an application, motion, request or other Bankruptcy Court-approved pleading by the applicable
Administrative Expense Claim Bar Date shall be forever barred, estopped and enjoined from ever asserting such Administrative Expense Claim against the Debtors, the Reorganized Debtors, any of their respective Properties or Estates, or the Biovest
Estate, and such Holder shall not be entitled to participate in any Distribution under the Plan on account of any such Administrative Expense Claim. 
 “Affiliate” means, with respect to any Person (other than the Debtors), (a) any other Person which, directly or indirectly, is in control of, is controlled by, or is under
common control with such Person, (b) any other Person that, directly or indirectly, owns or controls, whether beneficially, or as trustee, guardian or other fiduciary, twenty-five percent (25%) or more of the equity interests having
ordinary voting power in the election of directors of such Person, or (c) any other Person who is a director, officer, joint venturer or partner (i) of such Person, (ii) of any subsidiary of such Person, or (iii) of any Person
described in clause (a) above. For the purposes of this definition, control of a Person shall mean the power (direct or indirect) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise.
When used in the Plan as relating to the Debtors, the term “Affiliate” has the meaning ascribed to such term in Section 101(2) of the Bankruptcy Code. 
 “Allowed Amount” means the dollar amount in which a Claim is allowed. 
 “Allowed Claim” means a Claim or that portion of a Claim which is not a Disputed Claim or a Disallowed Claim and (a) as to which a Proof of Claim was filed with the
Clerk’s Office on or before the Bar Date or the Governmental Unit Bar Date, as applicable, or, by order of the Bankruptcy Court, was not required to be so filed, or (b) as to which no Proof of Claim was filed with the Clerk’s Office
on or before the Bar Date or the Governmental Unit Bar Date, as applicable, but which has been or hereafter is listed by the Debtors in the Schedules as liquidated in amount and not disputed or contingent, and, in the case of subparagraph
(a) and (b) above, as to which either (i) no objection to the allowance of such Claim has been filed within the time allowed for the making of objections as fixed by the Plan, the Bankruptcy Code, the Bankruptcy Rules, or an order of
the Bankruptcy Court, or (ii) any objection as to the allowance of such Claim has been settled or withdrawn or has been overruled by a Final Order. “Allowed Claim” shall also include a Claim that is allowed by the Bankruptcy Court in
a Final Order. “Allowed,” when used as an adjective herein (such as Allowed Administrative Expense Claim, Allowed Priority Tax Claim, Allowed Priority Claim, Allowed Secured Claim, and Allowed Unsecured Claim), has a corresponding meaning.


  
 6 








  
 “Allowed
Class ... Claim” means an Allowed Claim in the particular Class described. 
 “Allowed Class ...
Equity Interest” means an Allowed Equity Interest in the particular Class described. 
 “Allowed Equity
Interest” means any Equity Interest (a) which is registered as of the Record Date in a stock register that is maintained by Biovest or the Transfer Agent and (b) which either (i) is not a Disputed Equity Interest
or (ii) has been Allowed by a Final Order of the Bankruptcy Court. 
 “Analytica” means Analytica
International, Inc., a Florida corporation. 
 “Assigned Biovest Royalty” means 4.00% of the royalty of
19.50% granted to Accentia by Biovest pursuant to the Accentia Royalty Agreement, which 4.00% was assigned by Accentia to Laurus/Valens pursuant to the Accentia Royalty Assignment Agreements. 

“Assumed Contracts” has the meaning ascribed to such term in Article 7.1 of the Plan. 

“Automatic Conversion Amount” has the meaning ascribed to such term in Article 5.9.2.3 of the Plan. 

“Automatic Conversion Date” has the meaning ascribed to such term in Article 5.9.2.3 of the Plan.

 “Automatic Conversion VWAP Price” means the average of the VWAPs for the ten (10) consecutive
Trading Days ending on the Trading Day that is immediately preceding the then applicable Automatic Conversion Date. 

“AutovaxID” means AutovaxID, Inc., a Florida corporation. 

“AutovaxID Instrument” means the automated cell and biologic production instrument known as
AutovaxIDTM manufactured by Biovest. 

“AutovaxID Royalty” means a non-cancelable royalty equal to three percent (3%) of world-wide net sales
(i.e., gross receipts from the world-wide sales of AutovaxID Instruments less any rebates, returns and discounts) of AutovaxID Instruments for a period of five (5) years through May 31, 2012, granted to Laurus by Biovest and AutovaxID in a
letter agreement dated March 19, 2007. Biovest’s royalty payments to Laurus are required to aggregate a minimum of $8,000,000.00, with $500,000.00 of the minimum royalty having been paid on December 31, 2007 and the remaining balance,
less actual royalties paid, being immediately due at the end of the five (5) year term on May 31, 2012. As of the date of the Plan, the remaining balance of the AutovaxID Royalty is $7,500,000.00. 

  
 7 








  
 “Avoidance
Actions” means any and all actions to avoid or recover a transfer of Property of the Debtors’ Estates or an interest of the Debtors in Property, which a trustee, debtor in possession or other appropriate party in interest may
assert on behalf of the Debtors’ Estates under Chapter 5 of the Bankruptcy Code, including actions under one or more provisions of Section 542, 544, 545, 547, 548, 549, 550, 551 or 553 of the Bankruptcy Code or under any other similar
applicable federal, state or common law, regardless of whether or not such action has been commenced prior to the Effective Date. 
 “Ballot” means the Ballot, accompanying the Disclosure Statement and the Plan, on which (a) Holders of Impaired Claims entitled to vote on the Plan may indicate their
acceptance or rejection of the Plan in accordance with the Voting Instructions, (b) certain Holders of Unsecured Claims may make the Convenience Class Opt-In Election or the Convenience Class Opt-Out Election, and (c) Holders of Claims in
Classes 4, 6, 7, and 8 may make a Conversion Election. 
 “Balloting Agent” means the company to be
retained by Biovest to (a) provide service of the Plan Solicitation Package upon the Biovest Stockholders, (b) receive and tabulate the Biovest Stockholder Ballots and the Master Ballots, and (c) certify to the Bankruptcy Court the
results of the votes for acceptance and rejection of the Plan by the Biovest Stockholders. 
 “Bankruptcy
Cases” means, collectively, the Accentia Bankruptcy Cases and the Biovest Bankruptcy Cases. 

“Bankruptcy Code” means title 11 of the United States Code, 11 U.S.C. §§ 101 et seq., as
in effect on the Petition Date, together with all amendments and modifications thereto that were subsequently made applicable to the Bankruptcy Cases. 
 “Bankruptcy Counsel” means Stichter, Riedel, Blain & Prosser, P. A. 
 “Bankruptcy Court” means the United States Bankruptcy Court for the Middle District of Florida, Tampa Division, or, as the context requires, any other court of competent
jurisdiction exercising jurisdiction over the Bankruptcy Cases. 
 “Bankruptcy Rules” means the
Federal Rules of Bankruptcy Procedure, as promulgated under Section 2075 of title 28 of the United States Code, and the Local Rules, as in effect on the Petition Date, together with all amendments and modifications thereto that were
subsequently made applicable to the Bankruptcy Cases. 
 “Bar Date” means June 1, 2009, the date
set by the Bankruptcy Court in the Bar Date Order as the last day for filing a Proof of Claim against the Debtors in the Biovest Bankruptcy Cases, excluding (a) a Prepetition Claim of a Governmental Unit, for which a Proof of Claim must be
filed with the Bankruptcy Court by the Governmental Unit Bar Date, (b) an Administrative Expense Claim, for which a request for payment of an Administrative Expense must be filed with the Bankruptcy Court by the Administrative Expense Claim Bar
Date, (c) a Claim for which a bar date may have been otherwise established by a Final Order of the Bankruptcy Court, for which a Proof of Claim must be filed with the Bankruptcy Court by the date set forth in such Final Order, and (d) a
Claim with respect to an executory contract or unexpired lease that is assumed or rejected pursuant to the Plan (as to which the bar date shall be as set forth in Article 7.4 or 7.5, respectively, of the Plan) or a Final Order of the Bankruptcy
Court (as to which the bar date shall be as set forth in such Final Order). 

  
 8 








  
 “Bar Date
Order” means the Order Granting Debtors’ Motion to Set a Bar Date for the Filing of Proofs of Claim and Approving Form of Notice of Bar Date, dated April 8, 2009, entered in the Bankruptcy Cases (Docket No. 257).

 “Biolender” means Biolender, LLC, a Delaware limited liability company. 

“Biolender II” means Biolender II, LLC, a Delaware limited liability company. 

“Biovax” means Biovax, Inc., a Florida corporation. 

“BiovaxID®” means the personalized, patient-specific therapeutic vaccine, currently in clinical development by Biovest, designed to stimulate the patient’s own
immune system to recognize and destroy cancerous B-cells for treatment of follicular non-Hodgkin’s lymphoma. 

“Biovest” means Biovest International, Inc., a Delaware corporation. 

“Biovest Bankruptcy Cases” means, collectively, the jointly administered cases of the Debtors currently pending
before the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, which cases were commenced by the Debtors on the Petition Date and presently bear Case Nos. 8:08-bk-17796-KRM (Biovest International, Inc.), 8:08-bk-17803-KRM (Biovax, Inc.),
8:08-bk-17804-KRM (AutovaxID, Inc.), 8:08-bk-17805-KRM (Biolender, LLC), and 8:08-bk-17806-KRM (Biolender II, LLC). 
 “Biovest Biologic Products” means all biopharmaceutical products, including monoclonal antibodies, peptides, infectious disease and cancer vaccines, including BiovaxID®, autologous cancer vaccines such as for non-Hodgkins lymphoma and renal cell carcinoma, cell-based therapies, stem
cells, cytokines, and viruses produced by mouse-human heterohybridoma cell culture techniques, which are currently owned, licensed or being developed by Biovest or its Affiliates or which may be subsequently acquired or developed by Reorganized
Biovest or its Affiliates during the term of the Biovest Royalty Agreement. Notwithstanding the foregoing, Biovest Biologic Products shall not include (i) any vaccines for respiratory viruses, such as influenza, (ii) any biopharmaceutical
products produced under contract for third parties, (iii) any biopharmaceutical products being developed by Biovest or its Affiliates for third parties, or (iv) any products owned, licensed, or developed by the Accentia Debtors; provided
that in the cases of clauses (i), (ii) and (iii), no such vaccine for a respiratory virus or biopharmaceutical product shall be based upon or related to BiovaxID® or Biovest’s intellectual property (as of the Closing Date) or shall be
based on an autologous production process or shall be produced using mouse-human heterohybridoma cell culture techniques. 

“Biovest Common Stock” means the common stock, par value $.01 per share, of Biovest. 

  
 9 








  
 “Biovest
Disclosure Statement Approval Order” means the Order Approving First Amended Joint Disclosure Statement, Fixing Time to File Applications for Administrative Expenses, Setting Hearing on Confirmation of First Amended Joint Plan,
and Setting Deadlines with Respect to Confirmation Hearing, dated August 16, 2010, entered in the Bankruptcy Cases (Docket No. 908). 
 “Biovest Estate” means the Estate of Biovest on and after the Effective Date, and after the Estates of Biovax, AutovaxID, Biolender, and Biolender II have been consolidated with
the Estate of Biovest in accordance with the terms of the Substantive Consolidation Motion and as provided in the Confirmation Order. 
 “Biovest Royalty Agreement” means the Royalty Agreement by and between Reorganized Biovest and LV, to be executed on the Closing Date, as it may be amended, modified or
supplemented thereafter in accordance with its terms. The form of the Biovest Royalty Agreement is included in Composite Exhibit 1 attached to the Laurus/Valens Compromise Motion. 

“Biovest Stockholder” means a Holder of Existing Biovest Common Stock. 

“Biovest Stockholder Ballot” means the Class 12 Ballot to be distributed in the Plan Solicitation Package to each
Biovest Stockholder as of the Record Date, on which the Biovest Stockholders may indicate their acceptance or rejection of the Plan in accordance with the Voting Instructions. 
 “Biovest Subsidiaries” means, collectively, Biovax, AutovaxID, Biolender, and Biolender II. 
 “Biovest Term Loan Agreement” means the Term Loan and Security Agreement, to be executed on the Closing Date, by and among LV, the lenders party thereto, Biovest, and the Biovest
Subsidiaries, as it may be amended, modified or supplemented thereafter in accordance with its terms. 
 “Board of
Directors” means the Board of Directors of Biovest. 
 “Business Day” means any day
other than (a) a Saturday, (b) a Sunday, (c) a “legal holiday” (as “legal holiday” is defined in Bankruptcy Rule 9006(a)), or (d) a day on which commercial banks in Tampa, Florida are required or authorized to
close by law. 
 “Cash” means cash, cash equivalents and other readily marketable direct
obligations of the United States, as determined in accordance with generally accepted accounting principles, including bank deposits, certificates of deposit, checks and similar items. When used in the Plan with respect to a Distribution under the
Plan, the term “Cash” means lawful currency of the United States, a certified check, a cashier’s check, a wire transfer of immediately available funds from any source, or a check from Reorganized Biovest drawn on a domestic bank.

 “Causes of Action” means any and all of the Debtors’ or the Debtors’ Estates
actions, claims, demands, rights, defenses, counterclaims, suits and causes of action, whether known 

  
 10 









 
or unknown, in law, equity or otherwise, against any Creditor or other third party, including (a) the Avoidance Actions, and (b) any and all other claims or rights or proceedings of any
value whatsoever, at law or in equity, including the Rosensweig Adversary Proceeding, turnover actions and claims of the type referred to in the Disclosure Statement or in Article 8.12 of the Plan. The Causes of Action shall vest in Reorganized
Biovest on the Effective Date. When used in the Plan, the term “Causes of Action” shall not include any claims, obligations, suits, judgments, damages, rights, remedies, causes of action, charges, costs, debts, indebtedness, or liabilities
released or waived by the Debtors pursuant to a Final Order of the Bankruptcy Court. 
 “Causes of Action
Recoveries” means the proceeds, benefits and other recoveries of any Causes of Action received by Reorganized Biovest. 
 “Claim” has the meaning ascribed to such term in Section 101(5) of the Bankruptcy Code. Notwithstanding anything to the contrary contained herein, when used in the
Plan, the term “Claim” shall be given the broadest possible meaning permitted by applicable law and shall include all manner and type of claim, whenever and wherever such claim may arise, including Administrative Expense Claims,
Environmental Claims, and claims based upon or arising under any federal or state securities laws. 

“Class” means a category of Claims or Equity Interests classified together as described in Article 4 of
the Plan. 
 “Class 3 Plan Shares” has the meaning ascribed to such term in Article 5.4.1.1 of
the Plan. 
 “Class 4 Plan Shares” has the meaning ascribed to such term in Article 5.5.1.6 of the Plan.

 “Class 6 Plan Shares” has the meaning ascribed to such term in Article 5.7.1.2 of the Plan.

 “Class 7 Plan Note” has the meaning ascribed to such term in Article 5.8.1.1 of the Plan.

 “Class 7 Plan Shares” has the meaning ascribed to such term in Article 5.8.1.2 of the Plan.

 “Class 8 Plan Shares” has the meaning ascribed to such term in Articles 5.9.2.2 and 5.9.2.3 of the
Plan. 
 “Class 12 Plan Shares” has the meaning ascribed to such term in Article 5.13 of the
Plan. 
 “Clerk” means the Clerk of the Bankruptcy Court. 

  
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“Clerk’s Office” means the Office of the Clerk of the Bankruptcy Court located at
the Sam M. Gibbons United States Courthouse, 801 N. Florida Avenue, 5th Floor, Tampa, Florida 33602. 
 “Closing” has the
meaning ascribed to such term in Article 5.3.1 of the Plan. 
 “Closing Date” means the date of the
Closing under the Biovest Term Loan Agreement. 
 “Collateral” means Property in which any of the
Estates has (or had) an interest and that secures (or secured), in whole or part, whether by agreement, statute, or judicial decree, the payment of a Claim. 
 “Committee” means the Committee of the Unsecured Creditors appointed by the United States Trustee in the Bankruptcy Cases pursuant to Section 1102 of the Bankruptcy
Code on December 1, 2008 (Docket No. 74), as such appointment was amended by the United States Trustee on June 9, 2009 (Docket No. 336), on May 27, 2010 (Docket No. 686) and on August 9, 2010 (Doc. No. 874),
and as the membership of such Committee may hereafter be further amended or modified by the United States Trustee. 

“Committee Support Letter” means a letter from the Committee to Unsecured Creditors dated August 16, 2010,
recommending that Unsecured Creditors vote to accept the Plan. 
 “Confirmation” or
“Confirmation of the Plan” means the approval of the Plan by the Bankruptcy Court at the Confirmation Hearing. 
 “Confirmation Date” means the date on which the Confirmation Order is entered on the Docket by the Clerk pursuant to Bankruptcy Rule 5003(a). 

“Confirmation Hearing” means the hearing which will be held before the Bankruptcy Court to consider Confirmation
of the Plan and related matters pursuant to Section 1128(a) of the Bankruptcy Code, as such hearing may be adjourned or continued from time to time. The date of the Confirmation Hearing is set forth in the Biovest Disclosure Statement Approval
Order. 
 “Confirmation Order” means the order of the Bankruptcy Court in the Bankruptcy Cases
confirming the Plan pursuant to Section 1129 and other applicable sections of the Bankruptcy Code, as such order may be amended, modified or supplemented. 
 “Convenience Class Opt-In Election” means the irrevocable election by a Holder of an Unsecured Claim in an amount greater than $5,000.00 to have such Unsecured Claim reduced
to $5,000.00 and treated as an Unsecured Convenience Claim under the Plan. The election must be made by the Holder on the Ballot and filed with the Bankruptcy Court on or before the Voting Deadline. 

  
 12 









  

“Convenience Class Opt-Out Election” means the irrevocable election by a Holder of an Unsecured Claim in an
amount less than or equal to $5,000.00 to have such Unsecured Claim treated as a Class 8 Unsecured Claim under the Plan. The election must be made by the Holder on the Ballot and filed with the Bankruptcy Court on or before the Voting Deadline.

 “Conversion Election” means the election by a 2008 Secured Debentures Holder, the Holder of a
Class 6 Claim, Ronald E. Osman (as the Holder of the Osman Allowed Class 7 Claim), or the Holder of a Class 8 Claim to convert the Allowed Amount of its Claim into shares of Reorganized Biovest Common Stock as provided in Article 5 of the Plan.

 “Creditor” means the Holder of a Claim, within the meaning of Section 101(10) of the
Bankruptcy Code, including Secured Creditors, Unsecured Creditors, and Creditors with Administrative Expense Claims, Priority Tax Claims, Priority Claims, Cure Claims, and Environmental Claims. 

“Cure Claim” means any Claim of any nature whatsoever, including any Claim for any cure payment, cost or
other amount, if any, due and owing by the Debtors pursuant to Section 365(b) of the Bankruptcy Code or otherwise and any Claim for a default (monetary or non-monetary), arising from, relating to or in connection with the assumption by the
Debtors of any Assumed Contract (provided such Claim is filed with the Bankruptcy Court by the Cure Claim Submission Deadline). In no event shall any Claim set out in a Proof of Claim be deemed to be a Cure Claim. 

“Cure Claim Submission Deadline” means, and shall occur on the same day as, the Voting Deadline.

 “D & O Policy” means any insurance policy in effect at any time on or before the Effective
Date (and as such policy may be continued following the Effective Date) under which any Person carrying on an insurance business may be liable to satisfy, or to indemnify or reimburse for payments made to satisfy, part or all of a judgment rendered
against, or a settlement made to resolve claims made against, or defense costs incurred by, the Debtors or any past, present or future director, officer, trustee or employee of the Debtors, including the policies issued to Biovest by XL Specialty
Insurance Company (Policy Numbers ELU107905-08 and ELU107906-08) and Carolina Casualty Insurance Company (Policy Number 1853099). 
 “Debt” has the meaning ascribed to such term in Section 101(12) of the Bankruptcy Code. 
 “Debtors” means, collectively, Biovest, Biovax, AutovaxID, Biolender and Biolender II. 
 “Debtors in Possession” means, collectively, Biovest, Biovax, AutovaxID, Biolender and Biolender II, as debtors in possession in the Biovest Bankruptcy Cases. 

“Delaware General Corporation Law” means Title 8 of the Delaware Code, as now in effect or hereafter
amended. 

  
 13 









  

“Determination Date” means the later of (i) the Effective Date and (ii) the date the order of the
Bankruptcy Court allowing a Claim becomes a Final Order (if applicable). 
 “DIP Advances” means
the aggregate outstanding Postpetition advances extended to Biovest by the DIP Lender pursuant to the DIP Loan Documents and in accordance with and subject to the terms and conditions of the DIP Financing Order. As of the date of the Plan, the DIP
Advances totaled $1,640,000.00. Notwithstanding anything to the contrary contained in the Plan, the DIP Advances shall not exceed the sum of $3,000,000.00. 
 “DIP Facility” has the meaning ascribed to such term in Article 3.3.1 of the Plan. 
 “DIP Financing Order” means, collectively, (a) the Interim Order Granting Debtor’s Emergency Motion for Authority to Obtain Postpetition Financing and Grant Senior
Liens, Superpriority Administrative Expense Status and Adequate Protection Pursuant to 11 U.S.C. §§ 364(c) and (d) and F.R.B.P. 4001, dated December 22, 2008, entered in the Bankruptcy Cases (Docket No. 119), (b) the
Second Interim Order Granting Debtor’s Emergency Motion for Authority to Obtain Postpetition Financing and Grant Senior Liens, Superpriority Administrative Expense Status and Adequate Protection Pursuant to 11 U.S.C. §§ 364(c) and
(d) and F.R.B.P. 4001, dated February 6, 2009, entered in the Bankruptcy Cases (Docket No. 164), (c) the Third Interim Order Granting Debtor’s Emergency Motion for Authority to Obtain Postpetition Financing and Grant Senior
Liens, Superpriority Administrative Expense Status and Adequate Protection Pursuant to 11 U.S.C. §§ 364(c) and (d) and F.R.B.P. 4001, dated March 5, 2009, entered in the Bankruptcy Cases (Docket No. 202), (d) the Fourth
Interim Order Granting Debtor’s Emergency Motion for Authority to Obtain Postpetition Financing and Grant Senior Liens, Superpriority Administrative Expense Status and Adequate Protection Pursuant to 11 U.S.C. §§ 364(c) and
(d) and F.R.B.P. 4001, dated April 8, 2009, entered in the Bankruptcy Cases (Docket No. 256), (e) the Fifth Interim Order Granting Debtor’s Emergency Motion for Authority to Obtain Postpetition Financing and Grant Senior
Liens, Superpriority Administrative Expense Status and Adequate Protection Pursuant to 11 U.S.C. §§ 364(c) and (d) and F.R.B.P. 4001, dated June 2, 2009, entered in the Bankruptcy Cases (Docket No. 325), (f) the Sixth
Interim Order Granting Debtor’s Emergency Motion for Authority to Obtain Postpetition Financing and Grant Senior Liens, Superpriority Administrative Expense Status and Adequate Protection Pursuant to 11 U.S.C. §§ 364(c) and
(d) and F.R.B.P. 4001, dated July 1, 2009, entered in the Bankruptcy Cases (Docket No. 348), (g) the Order Granting Debtor’s Emergency Motion for Authority to Obtain Additional Advances under Existing Debtor in Possession
Financing Facility with Corps Real, LLC, dated August 5, 2009, entered in the Bankruptcy Cases (Docket No. 381), (h) the Seventh Interim Order Granting Debtor’s Emergency Motion for Authority to Obtain Postpetition Financing and
Grant Senior Liens, Superpriority Administrative Expense Status and Adequate Protection Pursuant to 11 U.S.C. §§ 364(c) and (d) and F.R.B.P. 4001, dated August 6, 2009, entered in the Bankruptcy Cases (Docket No. 384),
(i) the Eighth Interim Order Granting Debtor’s Emergency Motion for Authority to Obtain Postpetition Financing and Grant Senior Liens, Superpriority Administrative Expense Status and Adequate Protection Pursuant to 11 U.S.C. §§
364(c) and (d) and F.R.B.P. 4001, dated October 23, 2009, entered in the Bankruptcy Cases (Docket No. 423), (j) the Ninth Interim Order Granting Debtor’s Emergency Motion for Authority to Obtain Postpetition Financing and
Grant Senior Liens, Superpriority Administrative Expense Status and Adequate Protection Pursuant to 11 U.S.C. §§ 364(c) and (d) and F.R.B.P. 4001, 

  
 14 









 
dated December 3, 2009, entered in the Bankruptcy Cases (Docket No. 457), (k) the Tenth Interim Order Granting Debtor’s Emergency Motion for Authority to Obtain Postpetition
Financing and Grant Senior Liens, Superpriority Administrative Expense Status and Adequate Protection Pursuant to 11 U.S.C. §§ 364(c) and (d) and F.R.B.P. 4001, dated December 16, 2009 (Docket No. 472), (l) the Eleventh
Interim Order Granting Debtor’s Emergency Motion for Authority to Obtain Postpetition Financing and Grant Senior Liens, Superpriority Administrative Expense Status and Adequate Protection Pursuant to 11 U.S.C. §§ 364(c) and
(d) and F.R.B.P. 4001, dated January 22, 2010 (Docket No. 494), (m) the Twelfth Interim Order Granting Debtor’s Emergency Motion for Authority to Obtain Postpetition Financing and Grant Senior Liens, Superpriority
Administrative Expense Status and Adequate Protection Pursuant to 11 U.S.C. §§ 364(c) and (d) and F.R.B.P. 4001, dated March 11, 2010 (Docket No. 559), (n) the Thirteenth Interim Order Granting Debtor’s Emergency
Motion for Authority to Obtain Postpetition Financing and Grant Senior Liens, Superpriority Administrative Expense Status and Adequate Protection Pursuant to 11 U.S.C. §§ 364(c) and (d) and F.R.B.P. 4001, dated April 20, 2010
(Docket No. 645), (o) the Fourteenth Interim Order Granting Debtor’s Emergency Motion for Authority to Obtain Postpetition Financing and Grant Senior Liens, Superpriority Administrative Expense Status and Adequate Protection Pursuant
to 11 U.S.C. §§ 364(c) and (d) and F.R.B.P. 4001, dated June 29, 2010 (Docket No. 738), (p) the Fifteenth Interim Order Granting Debtor’s Emergency Motion for Authority to Obtain Postpetition Financing and Grant
Senior Liens, Superpriority Administrative Expense Status and Adequate Protection Pursuant to 11 U.S.C. §§ 364(c) and (d) and F.R.B.P. 4001, dated July 28, 2010 (Docket No. 804), and (q) any other orders entered by the
Bankruptcy Court in the Bankruptcy Cases after the date of the Plan authorizing any DIP Advances. 
 “DIP
Lender” means Corps Real, LLC, an Illinois limited liability company, in its capacity as lender under the DIP Loan Documents. 
 “DIP Lender Allowed Claim” means the Allowed Claim of the DIP Lender in an amount equal to the outstanding balance of the DIP Loan Claims as of the Effective Date (including any
additional advances hereafter made under the DIP Facility pursuant to Article 3.3.1 of the Plan up to a maximum amount of $1,360,000.00) as determined by the terms and provisions of the DIP Loan Documents and the DIP Financing Order plus the DIP
Loan Available Balance (to the extent actually advanced by the DIP Lender, whether advanced prior to or after the Effective Date). 
 “DIP Lender Plan Note” has the meaning ascribed to such term in Article 3.3.2.1 of the Plan. 
 “DIP Lender Plan Shares” has the meaning ascribed to such term in Article 3.3.2.4 of the Plan. 
 “DIP Lender Subordination Agreement” means the Subordination Agreement by and between the DIP Lender and LV, to be executed on the Closing Date, as it may be amended, modified or
supplemented thereafter in accordance with its terms. The form of the DIP Lender Subordination Agreement is included in Composite Exhibit 1 attached to the Laurus/Valens Compromise Motion. 

  
 15 









  
 “DIP Loan
Available Balance” means an amount equal to the difference between (i) $3,000,000.00 and (ii) the principal amount outstanding under the DIP Facility as of the Effective Date. 

“DIP Loan Claims” means any and all Claims of the DIP Lender represented by, relating to, or arising under
or in connection with the DIP Loan Documents and the DIP Financing Order, whether Administrative Expense Claims or Secured Claims, including the DIP Advances and accrued and unpaid interest. 

“DIP Loan Documents” means all of the documents evidencing the DIP Loan Claims including those listed in
Exhibit A attached to the Plan, and all other documents executed in connection therewith, as any such document has been amended, modified or supplemented thereafter in accordance with its terms. 

“Disallowed Claim” means any Claim which has been disallowed by an order of the Bankruptcy Court, which
order has not been stayed pending appeal. 
 “Disclosure Statement” means the First Amended Joint
Disclosure Statement for First Amended Joint Plan of Reorganization of Biovest International, Inc., Biovax, Inc., AutovaxID, Inc., Biolender, LLC, and Biolender II, LLC under Chapter 11 of Title 11, United States Code dated as of August 16,
2010, including all Exhibits attached thereto, as submitted and filed by the Debtors pursuant to Section 1125 of the Bankruptcy Code in respect of the Biovest Bankruptcy Cases and approved by the Bankruptcy Court in the Biovest Disclosure
Statement Approval Order, and as such Disclosure Statement may be amended, supplemented, modified or amended and restated from time to time. 
 “Disputed Claim” means any Claim or portion thereof (other than a Disallowed Claim) that is not an Allowed Claim and (a) as to which a Proof of Claim has been filed with the
Clerk’s Office or is deemed filed under applicable law or order of the Bankruptcy Court, or (b) which has been scheduled in the Schedules, and, in the case of subparagraph (a) and (b) above, as to which an objection has been or
may be timely filed or deemed filed under the Plan, the Bankruptcy Code, the Bankruptcy Rules, or an order of the Bankruptcy Court and any such objection has not been (i) withdrawn, (ii) overruled by an order of the Bankruptcy Court, or
(iii) sustained by an order of the Bankruptcy Court. In addition to the foregoing, a Disputed Claim shall mean a Claim that is not an Allowed Claim, whether or not an objection has been or may be timely filed, if (a) the amount of the
Claim specified in the Proof of Claim exceeds the amount of any corresponding Claim scheduled in the Schedules, (b) the classification of the Claim specified in the Proof of Claim differs from the classification of any corresponding Claim
scheduled in the Schedules, (c) any corresponding Claim has been scheduled in the Schedules as disputed, contingent or unliquidated, (d) no corresponding Claim has been scheduled in the Schedules, or (e) such Claim is reflected as
unliquidated or contingent in the Proof of Claim filed in respect thereof. To the extent an objection relates to the allowance of only a part of a Claim, such Claim shall be a Disputed Claim only to the extent of the amount subject to objection.
“Disputed,” when used as an adjective herein (such as Disputed Administrative Expense Claim, Disputed Priority Tax Claim, Disputed Priority Claim, Disputed Secured Claim, and Disputed Unsecured Claim), has a corresponding meaning.


  
 16 









  
 “Disputed
Equity Interest” means any Equity Interest (a) which is not registered as of the Record Date in a stock register that is maintained by Biovest or the Transfer Agent, or (b) as to which an objection has been or may be
timely filed or deemed filed under the Plan, the Bankruptcy Code, the Bankruptcy Rules, or an order of the Bankruptcy Court and any such objection has not been (i) withdrawn, (ii) overruled by an order of the Bankruptcy Court, or
(iii) sustained by an order of the Bankruptcy Court. 
 “Distribution” means a distribution of Cash
or shares of Reorganized Biovest Common Stock, as the context requires, to a Creditor on account of an Allowed Claim pursuant to the terms of the Plan. 
 “Distribution Date” means, when used with respect to an Allowed Administrative Expense Claim (including Allowed Administrative Expense Claims of Professionals), an Allowed
Secured Tax Claim in Class 5, or an Allowed Unsecured Convenience Claim in Class 9, the date which is as soon as reasonably practicable (as determined by Reorganized Biovest) after the Determination Date, but in no event more than ten (10) days
after the Determination Date. “Distribution Date,” when used with respect to an Allowed Priority Tax Claim or Allowed Claims in Classes 1, 4, 6, 7, 8, and 11, means the date or dates for any Distribution to Holders of Allowed Priority Tax
Claims or Allowed Claims in Classes 1, 4, 6, 7, 8, and 11 as provided in the Plan, unless such date or dates have been otherwise established by an order of the Bankruptcy Court. 

“Docket” means the docket or dockets in the Bankruptcy Cases maintained by the Clerk. 

“Effective Date” means, and shall occur on, the first Business Day on which all of the conditions
precedent to the occurrence of the Effective Date contained in Article 11.2 of the Plan have been satisfied or waived by the Debtors. 
 “Effective Date Notice” has the meaning ascribed to such term in Article 11.3 of the Plan. 
 “Entity” has the meaning ascribed to such term in Section 101(15) of the Bankruptcy Code. 
 “Environmental Claim” means any Claim or demand now existing or hereafter arising (including all thereof in the nature of or sounding in tort, contract, warranty or under
any other theory of law or equity) against the Debtors, their predecessors, successors or assigns, or Affiliates, or their present or former officers, directors or employees, arising out of, or related to, any Environmental Laws, including any Claim
or demand: (a) to restrict or enjoin, or recover damages, costs or expenses to remedy, any release, environmental pollution, contamination or nuisance or to require the Debtors to remedy or to reimburse, pay or incur costs to remedy any
release, environmental pollution, contamination or nuisance, (b) to remedy, reimburse, compensate or pay any damage, penalty, fine or forfeiture for, or to restrict or enjoin, any violation of or alleged violation of any Environmental Laws,
(c) to pay any contractual claim with respect to any Environmental Laws, or (d) to pay or reimburse any Person or Entity for personal injury (including worker’s compensation, sickness, disease or death), tangible or intangible
property damage or natural 

  
 17 









 
resource damage arising out of, or relating to, any release, environmental pollution, contamination or nuisance, whether or not contemplated in subparagraphs (a) through (c) above, or
whether or not such Claim or demand is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured, or whether or not the facts of or legal basis for such Claim or demand are known
or unknown, or whether or not the injury or damage giving rise to such Claim or demand was diagnosable, undiagnosable, detectable or undetectable before the Confirmation of the Plan or before the Final Decree Date. Notwithstanding anything to the
contrary contained herein, when used in the Plan, the term “Environmental Claim” shall be broadly construed and shall include (a) claims that may or may not presently constitute “claims” within the meaning of
Section 101(5) of the Bankruptcy Code and (b) demands that may or may not presently constitute “demands” within the meaning of Section 524(g)(5) of the Bankruptcy Code. 

“Environmental Laws” means all federal, state, local and foreign laws, statutes, ordinances, codes, rules,
standards and regulations, now or hereafter in effect, and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree, or judgment, imposing liability or standards of conduct for or relating
to the regulation and protection of human health, safety, the environment and natural resources (including ambient air, surface water, groundwater, wetlands, land surface or subsurface strata, wildlife, aquatic species and vegetation). As used in
the Plan, the term “Environmental Laws” shall include (a) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. §§
9601, et seq., (b) the Resource Conservation and Recovery Act, as amended by the Hazardous and Solid Waste Amendment of 1984, 42 U.S.C. §§ 6901, et seq., (c) the Clean Air Act, 42 U.S.C. §§
7401, et seq., (d) the Clean Water Act of 1977, 33 U.S.C. §§ 1251, et seq., (e) the Toxic Substances Control Act, 15 U.S.C. §§ 2601, et seq., (f) the Oil Pollution Act of 1990 (OPA
90), (g) the Hazardous Materials Transportation Authorization Act of 1994, 49 U.S.C. §§ 5101, et seq., (h) the Federal Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. §§ 136, et seq.,
(i) the Solid Waste Disposal Act, 42 U.S.C. §§ 6901, et seq., (j) the Federal Water Pollution Control Act, 33 U.S.C. §§ 1251, et seq., (k) the Occupational Safety and Health Act, 29
U.S.C. §§ 651, et seq., (l) the Safe Drinking Water Act, 42 U.S.C. §§ 300(f), et seq., (m) all other statutes or laws issued or promulgated by any Governmental Unit, as they may be amended
from time to time, relating to environmental contamination or pollution, air pollution, water pollution, noise control and/or the handling, transportation, discharge, existence, release, disposal or recovery of on-site or off-site hazardous, toxic
or dangerous wastes, substances, chemicals or materials (including petroleum), including any transfer of ownership notification or approval statutes, and (n) the ordinances, rules, regulations, orders, notices of violation, requests, demands
and requirements issued or promulgated by any Governmental Unit in connection with such statutes or laws. 
 “Equity
Interests” means the interests in Biovest held by all Holders of Existing Biovest Common Stock; provided, however, that, when used in the Plan, the term “Equity Interests” shall not include the Existing Biovest Stock
Options or the Existing Biovest Stock Warrants. 
 “Estates” means, collectively, the estates
created for the Debtors by Section 541 of the Bankruptcy Code upon the commencement of the Biovest Bankruptcy Cases. 

  
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 “Estimation
Hearing” means a hearing for the estimation of Claims under Section 502(c) of the Bankruptcy Code. 

“Exchange Act” means the Securities Exchange Act of 1934, as it has been or may be amended from time to
time, and the rules and regulations promulgated thereunder. 
 “Exculpated Parties” has the
meaning ascribed to such term in Article 12.2 of the Plan. 
 “Exhibit” means an exhibit annexed to the
Plan or to the Disclosure Statement, as the context requires. 
 “Existing Biovest Common Stock”
means the 97,549,783 shares of Biovest Common Stock issued and outstanding on the Petition Date. As used in the Plan, the term “Existing Biovest Common Stock” shall not include any shares of Biovest Common Stock held in treasury by
Biovest. 
 “Existing Biovest Stock Options” means any options granted by Biovest to its
employees, officers, directors, or consultants, and outstanding on the Effective Date, to purchase shares of Biovest Common Stock, as authorized by the Board of Directors or a duly appointed committee of the Board of Directors. 

“Existing Biovest Stock Warrants” means any warrants issued by Biovest, and outstanding on the Effective
Date, for the purchase of shares of Biovest Common Stock, including the 2008 Secured Debentures Warrants and the Osman Warrants; provided, however, that, when used in the Plan, the term “Existing Biovest Stock Warrants” shall not include
the Laurus/Valens Warrants. 
 “Exit Financing” has the meaning ascribed to such term in Article 8.16 of
the Plan. 
 “Final Decree” means the final decree for the Biovest Bankruptcy Cases entered by the
Bankruptcy Court after the Effective Date pursuant to Bankruptcy Rule 3022. 
 “Final Decree
Date” means the date on which the Final Decree, obtained after a hearing on notice to the Notice Parties and to such other Persons and Entities as the Bankruptcy Court may direct, is entered on the Docket. 

“Final Order” means (a) an order, judgment, ruling or other decree (or any revision, modification or
amendment thereto) issued and entered by the Bankruptcy Court or by any state or other federal court as may have jurisdiction over any proceeding in connection with the Bankruptcy Cases for the purpose of such proceeding, which order, judgment,
ruling or other decree has not been reversed, vacated, stayed, modified or amended and as to which (i) no appeal, petition for review, reargument, rehearing, reconsideration or certiorari has been taken and is pending and the time for the
filing of any such appeal, petition for review, reargument, rehearing, reconsideration or certiorari has expired, or (ii) such appeal or petition has been heard and dismissed or resolved and the time to further appeal or petition has expired
with no further appeal or petition pending; or (b) a stipulation or other agreement entered into which has the effect of any such aforesaid order, judgment, ruling or other decree with like finality. 

  
 19 









  

“Governmental Unit” has the meaning ascribed to such term in Section 101(27) of the Bankruptcy Code.

 “Governmental Unit Bar Date” means June 1, 2009, the date set by the Bankruptcy Court in the Bar
Date Order as the last day for a Governmental Unit to file a Proof of Claim against the Debtors in the Biovest Bankruptcy Cases. 
 “Holder” means (a) as to any Claim, (i) the owner or holder of such Claim as such is reflected on the Proof of Claim filed with respect to such Claim, or
(ii) if no Proof of Claim has been filed with respect to such Claim, the owner or holder of such Claim as such is reflected on the Schedules or the books and records of the Debtors or as otherwise determined by order of the Bankruptcy Court, or
(iii) if the owner or holder of such Claim has assigned or transferred the Claim to a third party and the Debtors or Reorganized Biovest, as the case may be, have received sufficient written evidence of such assignment or transfer, the assignee
or transferee; and (b) as to any Equity Interest, the record owner or holder of such Equity Interest as of the Record Date as shown on the stock register that is maintained by Biovest or the Transfer Agent or as otherwise determined by order of
the Bankruptcy Court. 
 “Impaired” refers to any Claim or Equity Interest that is impaired within the
meaning of Section 1124 of the Bankruptcy Code. 
 “Indemnification Rights” means any
obligations or rights of any of the Debtors to indemnify, reimburse, advance, or contribute to the losses, liabilities or expenses of an Indemnitee pursuant to such Debtor’s articles or certificate of incorporation, articles of organization,
bylaws, operating agreement, or policy of providing indemnification, applicable law, or a specific agreement in respect of any claims, demands, suits, causes of action or proceedings against an Indemnitee based upon any act or omission related to an
Indemnitee’s service with, for, or on behalf of such Debtor. 
 “Indemnitee” means all
present and former directors, officers, employees, agents or representatives of the Debtors who are entitled to assert Indemnification Rights. 
 “Initial Distribution” has the meaning ascribed to such term in Article 9.1 of the Plan. 
 “Initial Distribution Date” means the date on which the Initial Distribution is commenced by Reorganized Biovest. 

“Intercompany Claim” means any Claim which one Debtor holds against another Debtor. A schedule of the
Intercompany Claims is set forth in Exhibit B attached to the Plan. 
 “Laurus” means Laurus
Master Fund, Ltd. (In Liquidation), a Cayman Islands company, and its successors or assigns. 

  
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 “Laurus
Prepetition Claims” means any and all Secured Claims and other Claims of Laurus represented by, relating to, or arising under or in connection with the Laurus Prepetition Loan Documents, including all of the Claims of Laurus described
or referenced in the Laurus/Valens Proofs of Claim. 
 “Laurus Prepetition Loan Documents” means all of
the Prepetition documents evidencing the Laurus Prepetition Claims and any and all other documents executed by the Debtors or the Accentia Debtors or Laurus/Valens in any way relating to the Laurus Prepetition Claims, as any such documents have been
amended, modified or supplemented thereafter in accordance with their terms. 
 “Laurus/Valens” means,
collectively, Laurus, LV, PSource, Valens, and each of their respective Affiliates. 
 “Laurus/Valens Additional
Allowed Secured Claim” has the meaning ascribed to such term in Article 5.3.2.2 of the Plan. 

“Laurus/Valens Allowed Class 2 Claims” means, collectively, the Laurus/Valens Allowed Secured Claim and the
Laurus/Valens Additional Allowed Secured Claim. 
 “Laurus/Valens Allowed Secured Claim” has the meaning
ascribed to such term in Article 5.3.2.1 of the Plan. 
 “Laurus/Valens Compromise Motion” means the
Debtors’ Motion for Approval of Settlement Between the Debtors and Laurus Master Fund, Ltd. (in Liquidation) and its Affiliates and Assignees, Pursuant to 11 U.S.C. § 105(a) and Rule 9019(a) of the Federal Rules of Bankruptcy Procedure
(Docket No. 627). 
 “Laurus/Valens Compromise Order” means the Order Granting Debtors’ Motion
for Approval of Settlement Between the Debtors and Laurus Master Fund, Ltd. (in Liquidation) and its Affiliates and Assignees, Pursuant to 11 U.S.C. § 105(a) and Rule 9019(a) of the Federal Rules of Bankruptcy Procedure, dated June 8,
2010, entered in the Bankruptcy Cases (Docket No. 698). 
 “Laurus/Valens Conversion Shares” has
the meaning ascribed to such term in Article 5.3.2.3 of the Plan. 
 “Laurus/Valens Plan Shares” has the
meaning ascribed to such term in Article 5.3.2.9 of the Plan. 
 “Laurus/Valens Prepetition Claims”
means, collectively, the Laurus Prepetition Claims, the LV Prepetition Claims, the PSource Prepetition Claims, and the Valens Prepetition Claims. 
 “Laurus/Valens Prepetition Loan Documents” means, collectively, the Laurus Prepetition Loan Documents, the LV Prepetition Loan Documents, the PSource Prepetition Loan Documents,
and the Valens Prepetition Loan Documents. 

  
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“Laurus/Valens Proofs of Claim” means, collectively, (a) claim number 47 filed by Laurus/Valens in Case
No. 8:08-bk-17796-KRM (Biovest International, Inc.), (b) claim number 4 filed by Laurus/Valens in Case No. 8:08-bk-17803-KRM (Biovax, Inc.), (c) claim number 2 filed by Laurus/Valens in Case No. 8:08-bk-17804-KRM (AutovaxID,
Inc.), (d) claim number 2 filed by Laurus/Valens in Case No. 8:08-bk-17805-KRM (Biolender, LLC), and (e) claim number 1 filed by Laurus/Valens in Case No. 8:08-bk-17806-KRM (Biolender II, LLC), each of which asserts an aggregate
Secured Claim against the Debtors of $30,154,082.65. 
 “Laurus/Valens Royalty” means, collectively, the
Assigned Biovest Royalty and the Valens Royalty. 
 “Laurus/Valens Settlement” has the meaning ascribed
to such term in Article 5.3.1 of the Plan. 
 “Laurus/Valens Settlement Documents” has the meaning
ascribed to such term in Article 5.3.1 of the Plan. The Laurus/Valens Settlement Documents with respect to the Debtors are included in Composite Exhibit 1 attached to the Laurus/Valens Compromise Motion. 

“Laurus/Valens Term A Notes” has the meaning ascribed to such term in Article 5.3.2.1 of the Plan. The form of
the Laurus/Valens Term A Note is included in Composite Exhibit 1 attached to the Laurus/Valens Compromise Motion. 

“Laurus/Valens Term B Notes” has the meaning ascribed to such term in Article 5.3.2.2 of the Plan. The form of
the Laurus/Valens Term B Note is included in Composite Exhibit 1 attached to the Laurus/Valens Compromise Motion. 

“Laurus/Valens Term Notes” means, collectively, the Laurus/Valens Term A Notes and the Laurus/Valens Term B
Notes. 
 “Laurus/Valens Warrants” means, collectively, (a) the Common Stock Purchase Warrant dated
March 31, 2006, issued by Biovest to Laurus, for the purchase of up to 18,087,889 shares of Biovest Common Stock at an exercise price of $0.01 per share, (b) the Common Stock Purchase Warrant dated September 22, 2008, issued by
Biovest to Valens U.S., for the purchase of up to 1,015,625 shares of Biovest Common Stock at an exercise price of $0.40 per share, and (c) the Warrant dated October 31, 2006, issued by Accentia to Laurus, for the purchase of up to
10,000,000 shares of Biovest Common Stock owned by Accentia at an exercise price of $0.01 per share. 

“Liabilities” means any and all liabilities, obligations, judgments, damages, charges, costs, Debts, and
indebtedness of any and every kind and nature whatsoever, whether heretofore, now or hereafter owing, arising, due or payable, direct or indirect, absolute or contingent, liquidated or unliquidated, known or unknown, foreseen or unforeseen, in law,
equity or otherwise, of or relating to the Debtors or any predecessor, successor or assign thereof, or otherwise based in whole or in part upon any act or omission, transaction, event or other occurrence taking place prior to the Effective Date in
any way relating to the Debtors or any predecessor, successor or assign thereof, any Property of the Debtors, the businesses or operations of the Debtors, the Bankruptcy Cases, or the Plan, 

  
 22 









 
including any and all liabilities, obligations, judgments, damages, charges, costs, Debts, and indebtedness based in whole or in part upon any Claim of or relating to successor liability,
transferee liability, or other similar theory; provided, however, that, when used in the Plan, the term “Liabilities” shall not include any obligations of the Reorganized Debtors expressly set forth in the Plan. 

“Lien” means, with respect to any Property, any mortgage, pledge, security interest, lien, right of first
refusal, option or other right to acquire, assignment, charge, claim, easement, conditional sale agreement, title retention agreement, defect in title, or other encumbrance or hypothecation or restriction of any nature pertaining to or affecting
such Property, whether voluntary or involuntary and whether arising by law, contract or otherwise. 
 “Local
Rules” means the Local Rules of the United States Bankruptcy Court for the Middle District of Florida, as in effect on the Petition Date, together with all amendments and modifications thereto that were subsequently made
applicable to the Bankruptcy Cases. 
 “LV” means LV Administrative Services, Inc., a Delaware
corporation, as administrative and collateral agent for Laurus, PSource, and Valens, and its successors or assigns. 

“LV Prepetition Claims” means any and all Secured Claims and other Claims of LV represented by, relating to, or
arising under or in connection with the LV Prepetition Loan Documents, including all of the Claims of LV described or referenced in the Laurus/Valens Proofs of Claim. 
 “LV Prepetition Loan Documents” means all of the Prepetition documents evidencing the LV Prepetition Claims and any and all other documents executed by the Debtors or the Accentia
Debtors or Laurus/Valens in any way relating to the LV Prepetition Claims, as any such documents have been amended, modified or supplemented thereafter in accordance with their terms. 

“Market Price” means the average of the VWAPs for the ten (10) consecutive Trading Days ending on the
Trading Day that is immediately preceding the Effective Date; provided, however, that with respect to a Disputed Claim, the term “Market Price” means the average of the VWAPs for the ten (10) consecutive Trading Days ending on the
Trading Day that is immediately preceding the date that an order of the Bankruptcy Court determining that such Disputed Claim is an Allowed Claim becomes a Final Order. 
 “Master Ballot” means the Master Ballot to be distributed to brokers, proxy intermediaries, custodian banks or other nominees, on which such parties shall indicate the acceptance
or rejection of the Plan by Biovest Stockholders in accordance with the Voting Instructions. 
 “Master Service
List” has the meaning ascribed to such term in the Master Service List Order. 

  
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 “Master
Service List Order” means the Order Granting Debtors’ Emergency Motion to Establish Notice Procedures dated November 19, 2008, entered in the Bankruptcy Cases (Docket No. 44). 

“Notice Parties” means (a) Reorganized Biovest, (b) Bankruptcy Counsel, (c) counsel to
Laurus/Valens, (d) counsel to the Committee (to the extent the Committee is then in existence), (e) the United States Trustee, and (f) all parties then set forth on the Master Service List. 

“Option C Allowed Claim Amount” has the meaning ascribed to such term in Article 5.9.2.3 of the Plan. 

“Option C Holder” has the meaning ascribed to such term in Article 5.9.2.3 of the Plan. 

“Option C Interest” has the meaning ascribed to such term in Article 5.9.2.3 of the Plan. 

“Option C Maturity Date” has the meaning ascribed to such term in Article 5.9.2.3 of the Plan. 

“Osman Allowed Class 7 Claim” has the meaning ascribed to such term in Article 5.8.1 of the Plan. 

“Osman Note” means the Convertible Promissory Note dated May 9, 2008 in the original principal amount of
$1,000,000, executed by Biovest in favor of Ronald E. Osman. 
 “Osman Warrants” means the warrants for
the purchase of shares of Biovest Common Stock issued by Biovest to Ronald E. Osman in connection with the execution of the Osman Note. 
 “Permitted Liens” has the meaning ascribed to such term in the Biovest Term Loan Agreement. 
 “Person” means any person, individual, corporation, association, partnership, limited liability company, joint venture, trust, organization, business, government, governmental
agency or political subdivision thereof, or any other entity or institution of any type whatsoever, including any “person” as such term is defined in Section 101(41) of the Bankruptcy Code. 

“Petition Date” means November 10, 2008, the date on which the Debtors commenced the Biovest Bankruptcy
Cases by filing their voluntary petitions under Chapter 11 of the Bankruptcy Code. 
 “Plan”
means the First Amended Joint Plan of Reorganization of Biovest International, Inc., Biovax, Inc., AutovaxID, Inc., Biolender, LLC, and Biolender II, LLC under Chapter 11 of Title 11, United States Code dated as of August 16, 2010, and all
Exhibits to the Plan, as the same may be amended, supplemented, modified or amended and restated from time to time in accordance with the provisions of the Plan and the Bankruptcy Code. 

  
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 “Plan
Documents” means all documents that aid in effectuating the Plan, including the Laurus/Valens Settlement Documents, the Plan Notes, the Reorganized Biovest Bylaws, the Reorganized Biovest Charter, and the Security Documents. 

“Plan Notes” means, collectively, the DIP Lender Plan Note, the Laurus/Valens Term Notes, the 2008 Secured
Debentures Plan Note, and the Class 7 Plan Note. The final form of the Plan Notes shall be included in the Plan Supplement. 

“Plan Shares” means, collectively, the DIP Lender Plan Shares, the Laurus/Valens Plan Shares, the Laurus/Valens
Conversion Shares, the Class 3 Plan Shares, the Class 4 Plan Shares, the Class 6 Plan Shares, the Class 7 Plan Shares, the Class 8 Plan Shares, and the Class 12 Plan Shares. 
 “Plan Solicitation Package” means, collectively, the Disclosure Statement, the Plan, the Biovest Disclosure Statement Approval Order, and the Biovest Stockholder Ballot, unless
otherwise ordered by the Bankruptcy Court. 
 “Plan Supplement” means the document containing the Plan
Documents (to the extent not already on file with the Bankruptcy Court), which shall be filed with the Bankruptcy Court in accordance with Article 15.17 of the Plan. 
 “Postpetition” means arising or accruing on or after the Petition Date and before the Effective Date. 
 “Postpetition Interest” means interest accrued on the Allowed Amount of a Claim for the period from the Petition Date through and including the day immediately preceding the
Effective Date. 
 “Prepetition” means arising or accruing prior to the Petition Date. 

“Priority Claim” means a Claim that is entitled to a priority in payment pursuant to Sections 507(a)(4),
(5) and (7) of the Bankruptcy Code and that is not an Administrative Expense Claim, a Priority Tax Claim, a Secured Claim, a Secured Tax Claim or an Unsecured Claim. 
 “Priority Tax Claim” means a Claim of a Governmental Unit that is entitled to a priority in payment pursuant to Section 507(a)(8) of the Bankruptcy Code and that is not an
Administrative Expense Claim, a Priority Claim, a Secured Claim, a Secured Tax Claim or an Unsecured Claim. 

“Professional” means any professional employed in the Bankruptcy Cases pursuant to an order of the Bankruptcy
Court, pursuant to Section 327 or 1103 of the Bankruptcy Code. 

  
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“Projections” means the cash forecast for Reorganized Biovest for the fiscal quarters ended December 31, 2010
through March 31, 2014, a copy of which is attached as Exhibit 1 to the Disclosure Statement. 
 “Proof
of Claim” means a proof of claim filed with the Bankruptcy Court with respect to a Claim against the Debtors pursuant to Bankruptcy Rule 3001, 3002 or 3003. 
 “Property” means any property or asset of any kind, whether real, personal or mixed, tangible or intangible, whether now existing or hereafter acquired or arising, and wherever
located, and any interest of any kind therein. 
 “PSource” means PSource Structured Debt Limited, a
Guernsey limited liability company, and its successors or assigns. 
 “PSource Prepetition Claims” means
any and all Secured Claims and other Claims of PSource represented by, relating to, or arising under or in connection with the PSource Prepetition Loan Documents, including all of the Claims of PSource described or referenced in the Laurus/Valens
Proofs of Claim. 
 “PSource Prepetition Loan Documents” means all of the Prepetition documents
evidencing the PSource Prepetition Claims and any and all other documents executed by the Debtors or the Accentia Debtors or Laurus/Valens in any way relating to the PSource Prepetition Claims, as any such documents have been amended, modified or
supplemented thereafter in accordance with their terms. 
 “Record Date” means the date of the Biovest
Disclosure Statement Approval Order, which shall be the date for determination of the ownership of the Class 12 Equity Interests for the purpose of voting on acceptance or rejection of the Plan by the Holders of the Class 12 Equity Interests.

 “Rejected Contracts” has the meaning ascribed to such term in Article 7.1 of the Plan. A list of the
Rejected Contracts is set forth in Exhibit C attached to the Plan. 
 “Released Parties” has the
meaning ascribed to such term in Article 12.3 of the Plan. 
 “Reorganized Biovest” means Biovest on and
after the Effective Date as reorganized pursuant to the Plan, including any successor thereto by merger, consolidation or otherwise. 
 “Reorganized Biovest Bylaws” has the meaning ascribed to such term in Article 8.7.2 of the Plan. The Reorganized Biovest Bylaws shall be substantially in the form attached as
Exhibit D to the Plan. The final form of the Reorganized Biovest Bylaws shall be included in the Plan Supplement. 

“Reorganized Biovest Charter” means the certificate of incorporation of Reorganized Biovest, as amended or
amended and restated pursuant to the Plan, the Confirmation Order, the Delaware General Corporation Law or otherwise and filed with the Office of the Secretary 

  
 26 









 
of State of the State of Delaware. The Reorganized Biovest Charter shall be substantially in the form attached as Exhibit E to the Plan. The final form of the Reorganized Biovest Charter
shall be included in the Plan Supplement. 
 “Reorganized Biovest Common Stock” means the shares of
Biovest Common Stock authorized in the Reorganized Biovest Charter to be issued and distributed pursuant to the provisions of the Plan. 
 “Reorganized Debtor” means each of the Debtors on and after the Effective Date as reorganized pursuant to the Plan, including any successor thereto by merger, consolidation or
otherwise. 
 “Rosensweig Adversary Proceeding” means the adversary proceeding filed in the Bankruptcy
Cases styled as Biovest International, Inc., Plaintiff, v. Phillip E. Rosensweig, Defendant, Adv. Pro. No. 8:10-ap-249-KRM. 
 “Rule 144” means Rule 144 of the Rules and Regulations under the Securities Act promulgated by the SEC. 
 “Schedules” means, collectively, Schedules D, E, F, G, and H filed by the Debtors in the Biovest Bankruptcy Cases pursuant to Bankruptcy Rule 1007, as any of such Schedules has
been or may hereafter be amended or supplemented from time to time. 
 “SEC” means the United States
Securities and Exchange Commission. 
 “Secured Claim” means any Claim of a Creditor that is
(a) secured in whole or in part, as of the Petition Date, by a Lien (i) on Collateral and (ii) which is valid, perfected and enforceable under applicable law and is not subject to avoidance under the Bankruptcy Code or applicable
non-bankruptcy law, or (b) subject to setoff under Section 553 of the Bankruptcy Code, but, with respect to both (a) and (b) above, only to the extent of the value of such Creditor’s interest in the Estates’ interest in
such Collateral or the amount subject to setoff, as the case may be. Except as otherwise provided in the Plan, if the value of a Creditor’s interest in the Estates’ interest in such Collateral or the amount subject to setoff is less than
the amount of the Allowed Claim, then such deficiency shall constitute an Unsecured Claim. 
 “Secured
Creditor” means any Creditor holding a Secured Claim. 
 “Secured Tax Claim” means a
Secured Claim of a Governmental Unit for Prepetition taxes. 
 “Securities Act” means the Securities Act
of 1933, as it has been or may be amended from time to time, and the rules and regulations promulgated thereunder. 

“Security” has the meaning ascribed to such term in Section 101(49) of the Bankruptcy Code. 

  
 27 









  
 “Security
Documents” means the security agreements and other documents to be executed by Reorganized Biovest as described in Articles 3.3.2.2 and 5.5.1.2 of the Plan. The final form of the Security Documents shall be included in the Plan
Supplement. 
 “Subordinated Securities Claim” means any Claim subject to subordination under
Section 510(b) of the Bankruptcy Code, including any Claim that arises from the rescission of a purchase or sale of a Security of Biovest (including the Existing Biovest Common Stock), or for damages arising from the purchase or sale of such a
Security, or for reimbursement, indemnification, or contribution allowed under Section 502 of the Bankruptcy Code on account of such Claim; provided that, in each such case, such Claim is filed with the Bankruptcy Court by the Bar Date.

 “Subsidiary Equity Interests” means the equity interests (including common stock and membership
interests) issued by any of the Biovest Subsidiaries and held, directly or indirectly, by Biovest. 
 “Substantive
Consolidation Motion” has the meaning ascribed to such term in Article 10.1 of the Plan. 

“Superpriority Claim” means any Claim created by a Final Order of the Bankruptcy Court providing for a priority
senior to that provided in Section 507(a)(1) of the Bankruptcy Code, including any such Claims granted under Section 364(c)(1) of the Bankruptcy Code. 
 “Trading Day” means a day on which a Trading Market is open for trading; provided that, if the Reorganized Biovest Common Stock is not on a Trading Market, then as reported on any
day in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices). 
 “Trading Market” means The American Stock Exchange, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the New York Stock Exchange, the OTCQB
marketplace, or the OTC Bulletin Board. 
 “Transfer Agent” means StockTrans, Inc. or any successor
transfer agent engaged by Biovest. 
 “Unimpaired” refers to a Claim that is not Impaired. 

“United States” means the United States of America. 

“United States Trustee” means the Office of the United States Trustee for the Middle District of Florida.

 “Unsecured Claim” means any Claim which is not an Administrative Expense Claim,
Priority Tax Claim, Priority Claim, Secured Tax Claim, Secured Claim, Cure Claim, or Intercompany Claim, including (a) any Claim arising from the rejection of an executory contract or unexpired lease under Section 365 of the Bankruptcy Code, (b)
except as otherwise provided in the 

  
 28 









 
Plan, any portion of a Claim to the extent the value of the Creditor’s interest in the Estates’ interest in the Collateral securing such Claim is less than the amount of the Allowed
Claim, or to the extent that the amount of the Claim subject to setoff is less than the amount of the Allowed Claim, as determined pursuant to Section 506(a) of the Bankruptcy Code, (c) any Claim arising from the provision of goods or
services to the Debtors prior to the Petition Date, (d) any Unsecured Claim in the Allowed Amount of $5,000.00 or less to the extent the Holder thereof has made the Convenience Class Opt-Out Election, and (e) any Claim designated as an
Unsecured Claim elsewhere in the Plan. 
 “Unsecured Convenience Claim” means an Unsecured Claim
(a) in an amount less than or equal to $5,000.00 and the Holder of such Claim has not made the Convenience Class Opt-Out Election, or (b) in an amount greater than $5,000.00 and the Holder of such Claim has agreed to reduce the amount of
its Claim to $5,000.00 by making the Convenience Class Opt-In Election. 
 “Unsecured Creditor” means
any Creditor holding an Unsecured Claim. 
 “Valens” means, collectively, Valens Offshore I, Valens
Offshore II, and Valens U.S. 
 “Valens Offshore I” means Valens Offshore SPV I, Ltd., a Delaware
limited liability company, and its successors or assigns. 
 “Valens Offshore II” means Valens Offshore
SPV II, Corp., a Delaware corporation, and its successors or assigns. 
 “Valens Offshore II Royalty”
means a royalty equal to 10.54% of net sales and licensee net sales from any Biovest Biologic Products (as that term is defined in the Valens Offshore II Royalty Agreement). 
 “Valens Offshore II Royalty Agreement” means, collectively, (a) the Royalty Agreement by and between Biovest and Valens Offshore II dated October 30, 2007, and
(b) the Royalty Agreement by and between Biovest and Valens Offshore II dated December 10, 2007, as amended by a letter agreement dated May 30, 2008, and as further amended, modified or supplemented thereafter in accordance with their
terms. 
 “Valens Prepetition Claims” means any and all Secured Claims and other Claims of Valens
represented by, relating to, or arising under or in connection with the Valens Prepetition Loan Documents, including all of the Claims of Valens described or referenced in the Laurus/Valens Proofs of Claim. 

“Valens Prepetition Loan Documents” means all of the Prepetition documents evidencing the Valens Prepetition
Claims and any and all other documents executed by the Debtors or the Accentia Debtors or Laurus/Valens in any way relating to the Valens Prepetition Claims, including the Valens Royalty Agreements, as any such documents have been amended, modified
or supplemented thereafter in accordance with their terms. 
 “Valens Royalty” means, collectively, the
Valens Offshore II Royalty and the Valens U.S. Royalty. 

  
 29 









  
 “Valens
Royalty Agreements” means, collectively, the Valens Offshore II Royalty Agreement and the Valens U.S. Royalty Agreement. 
 “Valens U.S.” means Valens U.S. SPV I, LLC, a Delaware limited liability company, and its successors or assigns. 

“Valens U.S. Royalty” means a royalty equal to 4.96% of net sales and licensee net sales from any Biovest
Biologic Products (as that term is defined in the Valens U.S. Royalty Agreement). 
 “Valens U.S. Royalty
Agreement” means, collectively, (a) the Royalty Agreement by and between Biovest and Valens U.S. dated October 30, 2007, and (b) the Royalty Agreement by and between Biovest and Valens U.S. dated December 10, 2007,
and as amended, modified or supplemented thereafter in accordance with their terms. 
 “Voting Deadline”
means the last day to file, with the Bankruptcy Court, a Ballot, Biovest Stockholder Ballot, or Master Ballot accepting or rejecting the Plan as fixed by the Biovest Disclosure Statement Approval Order. 

“Voting Instructions” means the instructions for voting on the Plan contained in the section of the Disclosure
Statement entitled “Voting Instructions” and in the Ballot, the Biovest Stockholder Ballot, or the Master Ballot, as the case may be. 
 “VWAP” means, for any date, the price of the Reorganized Biovest Common Stock determined under the following clause that applies: (a) if the Reorganized Biovest Common Stock
is then listed or quoted for trading on a Trading Market, the volume weighted average price per share of the Reorganized Biovest Common Stock for such date on the Trading Market on which the Reorganized Biovest Common Stock is then listed or quoted
for trading as reported by Bloomberg L.P. (based on a Trading Day from 9:30 a.m. (New York City time) to 4:02 p.m. (New York City time); or (b) if the Reorganized Biovest Common Stock is not then listed or quoted for trading on a Trading Market
and if prices for the Reorganized Biovest Common Stock are then reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices), the volume weighted average
price per share of the Reorganized Biovest Common Stock so reported for such date. 
 2.1.2 Any capitalized term used in the
Plan that is not defined in the Plan but that is defined in the Bankruptcy Code or in the Bankruptcy Rules shall have the meaning ascribed to that term in the Bankruptcy Code or in the Bankruptcy Rules, as the case may be (with the Bankruptcy Code
or the Bankruptcy Rules, as the case may be, controlling in the case of a conflict or ambiguity). 
  

	2.2	Rules of Construction. 

 For purposes of the Plan: (a) whenever from the context it is appropriate, each term, whether stated in the singular or the plural, shall include both the singular and the plural; (b) any
reference in the Plan to a contract, instrument, release, indenture or other agreement or document being in a 

  
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particular form or on particular terms and conditions means that such contract, instrument, release, indenture or other agreement or document shall be substantially in such form or substantially
on such terms and conditions; (c) any reference in the Plan to an existing document or Exhibit means such document or Exhibit as it may have been or may be amended, modified or supplemented; (d) if the Plan’s description of the terms
of an Exhibit is inconsistent with the terms of the Exhibit, the terms of the Exhibit shall control; (e) unless otherwise specified, all references in the Plan to Articles and Exhibits are references to Articles and Exhibits of or to the Plan;
(f) unless the context requires otherwise, the words “herein,” “hereunder” and “hereto” refer to the Plan in its entirety rather than to a particular Article or section or subsection of the Plan; (g) any
phrase containing the term “include” or “including” shall mean including without limitation; (h) all of the Exhibits referred to in the Plan shall be deemed incorporated herein by any such reference and made a part hereof
for all purposes; (i) any reference to an Entity as a Holder of a Claim or Equity Interest includes that Entity’s successors and assigns; and (j) the rules of construction set forth in Section 102 of the Bankruptcy Code shall
apply in the construction of the Plan, to the extent such rules are not inconsistent with any other provision in this Article 2.2. 
 ARTICLE 3 
 TREATMENT OF ADMINISTRATIVE EXPENSE CLAIMS,

 PRIORITY TAX CLAIMS, AND DIP LOAN CLAIMS 

In accordance with Section 1123(a)(1) of the Bankruptcy Code, Administrative Expense Claims, Priority Tax Claims, and the DIP Loan
Claims have not been classified in the Plan. The treatment accorded to Administrative Expense Claims, Priority Tax Claims, and the DIP Loan Claims is set forth below in this Article 3. 

 

	3.1	Administrative Expense Claims. 

 3.1.1 Except as otherwise provided in Articles 3.1.2 and 3.1.3 below, each Holder of an Allowed Administrative Expense Claim (including Allowed Administrative Expense Claims of Professionals) shall be
paid (a) on the Distribution Date, an amount, in Cash, by Reorganized Biovest equal to the Allowed Amount of its Administrative Expense Claim, in accordance with Section 1129(a)(9)(A) of the Bankruptcy Code, or (b) under such other
terms as may be agreed upon by both the Holder of such Allowed Administrative Expense Claim and the Debtors or Reorganized Biovest, as the case may be, or (c) as otherwise ordered by a Final Order of the Bankruptcy Court. 

3.1.2 All unpaid fees and charges assessed against the Estates under Chapter 123 of title 28, United States Code, 28 U.S.C. §§
1911-1930, for any calendar quarter ending prior to the Effective Date shall be paid to the United States Trustee by Reorganized Biovest by no later than thirty (30) days following the Effective Date. At the time of such payment, Reorganized
Biovest shall provide to the United States Trustee an affidavit indicating the disbursements made by the Debtors for the relevant periods, if requested by the United States Trustee. Following the Effective Date, any fees required to be paid to the
United States Trustee, pursuant to 28 U.S.C. §1930(a)(6), with respect to the Biovest Bankruptcy Cases shall be paid by Reorganized Biovest, until the earlier of (i) the closing of the Biovest Bankruptcy Cases by the issuance of a Final
Decree by the Bankruptcy Court, or (ii) the entry of an order by the Bankruptcy Court dismissing the Biovest Bankruptcy Cases or 

  
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converting the Biovest Bankruptcy Cases to another chapter under the Bankruptcy Code. Any such payment to the United States Trustee shall be in the appropriate sum required pursuant to 28 U.S.C.
§1930(a)(6) based upon the applicable disbursements for the relevant period and shall be made within the time period set forth in 28 U.S.C. §1930(a)(6). At the time of each such payment, Reorganized Biovest shall provide to the United
States Trustee an affidavit indicating the disbursements for the relevant period, if requested by the United States Trustee. 

3.1.3 All Allowed Administrative Expense Claims with respect to liabilities incurred by the Debtors in the ordinary course of business
during the Biovest Bankruptcy Cases shall be paid by Reorganized Biovest (a) in the ordinary course of business in accordance with contract terms, or (b) under such other terms as may be agreed upon by both the Holder of such Allowed
Administrative Expense Claim and the Debtors or Reorganized Biovest, as the case may be, or (c) as otherwise ordered by a Final Order of the Bankruptcy Court. 
  

	3.2	Priority Tax Claims. 

 Each Holder of an Allowed Priority Tax Claim shall receive from Reorganized Biovest, on account of such Allowed Priority Tax Claim, regular installment payments in Cash on the Distribution Date in
accordance with Section 1129(a)(9)(C) of the Bankruptcy Code. Notwithstanding the above, each Holder of an Allowed Priority Tax Claim may be paid under such other terms as may be agreed upon by both the Holder of such Allowed Priority Tax Claim
and the Debtors or Reorganized Biovest, as the case may be. 
  

	3.3	DIP Loan Claims. 


3.3.1 Pursuant to the terms of the DIP Financing Order, the Bankruptcy Court has approved a $3,000,000.00 Postpetition line of credit
facility (the “DIP Facility”) from the DIP Lender to Biovest, secured by a first Lien in favor of the DIP Lender on substantially all of the Property of Biovest. As of the date of the Plan, the DIP Advances totaled $1,640,000.00.
The DIP Advances may increase by another $1,360,000.00 to a total of $3,000,000.00, prior to or after the Effective Date, with the consent of the DIP Lender. Any request for additional advances above the $1,640,000.00 previously authorized by the
Bankruptcy Court will be pursuant to a motion filed by Biovest with the Bankruptcy Court, with notice to all of the Notice Parties. As of the date of the Plan, Biovest has filed a motion with the Bankruptcy Court to request an additional advance of
$250,000.00 under the DIP Facility on or prior to August 17, 2010. As set forth in the Laurus/Valens Compromise Motion, Laurus/Valens has agreed to support any request by Biovest seeking such additional advances, whether prior to or after the
Effective Date, up to a maximum principal amount of $3,000,000.00 outstanding under the DIP Facility. 
 3.3.2 Pursuant to
Section 1129(a)(9)(A) of the Bankruptcy Code, the DIP Lender is entitled to receive on the Effective Date, in full and final satisfaction, settlement, release, extinguishment, and discharge of the DIP Lender Allowed Claim, Cash equal to the
amount of the DIP Lender Allowed Claim. In addition, pursuant to the terms of the DIP Loan Documents, the DIP Lender Allowed Claim is due and payable in full on the Effective Date. Subject to and pursuant to the terms of the Plan, the DIP Lender has
agreed that the DIP Lender Allowed Claim shall not constitute an Administrative Expense Claim under the Plan and has further agreed to extend the maturity date set 

  
 32 









 
forth in the DIP Loan Documents in consideration for the treatment of the DIP Lender Allowed Claim as set forth below in this Article 3.3.2. Accordingly, the DIP Lender shall receive the
following treatment in full and final satisfaction, settlement, release, extinguishment and discharge of the DIP Lender Allowed Claim: 
 3.3.2.1 On the Effective Date, Reorganized Biovest shall execute and deliver in favor of the DIP Lender a promissory note (the “DIP Lender Plan Note”) in an original principal amount
equal to the DIP Lender Allowed Claim. The DIP Lender Plan Note shall amend and restate the secured promissory note executed by Biovest in favor of the DIP Lender pursuant to the DIP Financing Order (as listed on Exhibit A attached hereto),
and shall contain the following terms: (a) a maturity date of two (2) years following the Effective Date, (b) interest will accrue and be payable on the outstanding principal at a fixed rate of sixteen percent (16%) per annum,
calculated based on a 360 day year, with interest in the amount of ten percent (10%) to be paid monthly and interest in the amount of six percent (6%) to accrue and be paid at the maturity date, (c) the outstanding principal together
with all accrued and unpaid interest will be due and payable in full on the maturity date, (d) Reorganized Biovest may prepay the DIP Lender Plan Note in full, without penalty, at any time (provided that Reorganized Biovest must provide ten
(10) days advance written notice to the DIP Lender of the date for any such prepayment), and (e) any additional advances made after the Effective Date (up to a maximum principal amount of $3,000,000.00 outstanding under the DIP Facility)
shall be added to the principal amount of the DIP Lender Plan Note and be included in the DIP Lender Allowed Claim. 
 3.3.2.2 The DIP Lender Plan Note shall be secured by a first priority Lien on all of the Property of Reorganized Biovest (as described in the DIP Financing Order), and, on the Effective Date, Reorganized
Biovest shall execute and deliver in favor of the DIP Lender an amended and restated security agreement (which shall amend and restate the security agreement executed by Biovest in favor of the DIP Lender pursuant to the DIP Financing Order as
listed on Exhibit A attached hereto) and other customary security documents evidencing such Lien. 

3.3.2.3 On the Closing Date, the DIP Lender and LV shall enter into the DIP Lender Subordination Agreement, pursuant to
which LV shall subordinate the payment of the Laurus/Valens Allowed Class 2 Claims to the payment of the DIP Lender Allowed Claim. 
 3.3.2.4 At the option of the DIP Lender, at any time prior to the earlier to occur of (a) the date of the prepayment of the DIP Lender Plan Note in full or (b) the maturity date of the DIP
Lender Plan Note, the DIP Lender, in its discretion, may convert all or a portion of the outstanding balance of the DIP Lender Plan Note (including any accrued and unpaid interest comprising part of the DIP Loan Claims and added to the original
principal balance of the DIP Lender Plan Note and any accrued and unpaid interest after the Effective Date) into shares of Reorganized Biovest Common Stock (the “DIP Lender Plan Shares”) at a conversion rate of $0.75 per share of
Reorganized Biovest Common Stock (i.e., the DIP Lender will receive that number of shares of Reorganized Biovest Common Stock determined by dividing such outstanding principal and interest being converted by $0.75). The DIP Lender Plan Shares shall
be issued pursuant to Section 1145 of the Bankruptcy 

  
 33 









 
Code and shall not have any legend restricting the sale thereof under federal securities laws, but the transfer thereof shall be subject to the following provisions: (i) any restrictions or
limitations under Rule 144(e), (ii) a limit on the sale of the DIP Lender Plan Shares in any ninety (90) day period to that number of the DIP Lender Plan Shares equal to one percent (1%) of the issued and outstanding shares of
Reorganized Biovest Common Stock, (iii) a prohibition on the sale of any DIP Lender Plan Shares for a period of one hundred twenty (120) days following any debt or equity raise by Reorganized Biovest of less than $10,000,000.00,
(iv) a prohibition on the sale of any DIP Lender Plan Shares for a period of one hundred eighty (180) days following any debt or equity raise by Reorganized Biovest of $10,000,000.00 or more, and (v) in the event the DIP Lender Plan
Shares are issued pursuant to subparagraph (a) above, such shares may not be sold or transferred until after the 12 Month Anniversary Date (provided, however, that this prohibition on transfer shall not prohibit the transfer of any such shares
to a family member or to an Entity for the benefit of or controlled by a family member provided that the family member or Entity agrees to be bound by the provisions of this Article 3.3.2.4). Any certificate for the DIP Lender Plan Shares shall
contain a legend thereon setting forth the foregoing provisions and restrictions. In addition, the transfer or resale of the DIP Lender Plan Shares by any recipient thereof would not be exempted under Section 1145 of the Bankruptcy Code if such
recipient is deemed to be an underwriter (see Article 8.9 of the Plan for a further discussion of the securities law issues relating to underwriters). 
 ARTICLE 4 
 DESIGNATION OF CLASSES OF CLAIMS AND EQUITY
INTERESTS 
 Pursuant to Section 1122 of the Bankruptcy Code, set forth below is a designation of Classes of Claims
and Equity Interests. A Claim or Equity Interest (a) is classified in a particular Class only to the extent the Claim or Equity Interest qualifies within the description of that Class and (b) is classified in a different Class to the
extent the Claim or Equity Interest qualifies within the description of that different Class. Unless otherwise expressly stated, the Classes of Claims set forth below include Claims against each of the Debtors that qualify within the description of
that Class. For purposes of the Plan, the Claims and Equity Interests are classified as follows: 
  

	4.1	Class 1: Priority Claims. 

 Class 1 consists of all Priority Claims. 
  

	4.2	Class 2: Secured Claims and Other Claims of Laurus/Valens. 

 Class 2 consists of all of the Laurus/Valens Prepetition Claims. 
  

	4.3	Class 3: Secured Claims and Other Claims of Accentia. 

 Class 3 consists of all of the Accentia Prepetition Claims. 

  
 34 









  

	4.4	Class 4: Secured Claims and Other Claims of the 2008 Secured Debentures Holders. 


Class 4 consists of all of the 2008 Secured Debentures Claims. 

 

	4.5	Class 5: Secured Tax Claims of Governmental Units. 

 Class 5 consists of all Secured Tax Claims of Governmental Units. 
  

	4.6	Class 6: Other Secured Claims. 

 Class 6 consists of all Secured Claims not otherwise specifically classified in the Plan. In the event there is more than one Secured Claim in this Class, such Secured Claims shall be separated into
subclasses in Class 6. 
  

	4.7	Class 7: Unsecured Claims of Ronald E. Osman under the Osman Note. 

 Class 7 consists of all Unsecured Claims of Ronald E. Osman represented by, relating to, or arising under or in connection with the Osman Note. 

 

	4.8	Class 8: Unsecured Claims (Unsecured Claims Not Otherwise Classified). 


Class 8 consists of all Unsecured Claims not otherwise classified in the Plan. 

 

	4.9	Class 9: Unsecured Convenience Claims. 

 Class 9 consists of all Unsecured Convenience Claims. 
  

	4.10	Class 10: Intercompany Claims. 

 Class 10 consists of all Intercompany Claims. 
  

	4.11	Class 11: Subordinated Securities Claims. 

 Class 11 consists of all Subordinated Securities Claims. 
  

	4.12	Class 12: Equity Interests. 

 Class 12 consists of all Equity Interests. 
  

	4.13	Class 13: Subsidiary Equity Interests. 

 Class 13 consists of all Subsidiary Equity Interests. 

  
 35 









  
 ARTICLE 5

 TREATMENT OF CLASSIFIED CLAIMS AND EQUITY INTERESTS 

Claims and Equity Interests shall be treated under the Plan in the manner set forth in this Article 5. Except as otherwise specifically
provided in the Plan, the treatment of, and the consideration to be received by, Holders of Allowed Claims and Holders of Allowed Equity Interests pursuant to the Plan shall be in full and final satisfaction, settlement, release, extinguishment and
discharge of their respective Allowed Claims (of any nature whatsoever) and Allowed Equity Interests. 
  

	5.1	Unclassified Claims. 

 Holders of Allowed Administrative Expense Claims and Allowed Priority Tax Claims and the DIP Lender (with respect to the DIP Lender Allowed Claim) shall receive the treatment set forth in Article 3 of the
Plan. 
  

	5.2	Class 1: Priority Claims. 

 Class 1 consists of all Priority Claims. Each Holder of an Allowed Priority Claim shall receive from Reorganized Biovest a deferred Cash payment, on the 6 Month Anniversary Date, of a value, as of the
Effective Date, equal to the Allowed Amount of its Priority Claim, in accordance with Section 1129(a)(9)(B)(i) of the Bankruptcy Code; provided, however, that if Class 1 has not accepted the Plan (as provided in Section 1126(c) of the
Bankruptcy Code), each Holder of an Allowed Priority Claim shall be paid, on the Determination Date, an amount, in Cash, by Reorganized Biovest equal to the Allowed Amount of its Priority Claim in accordance with Section 1129(a)(9)(B)(ii) of
the Bankruptcy Code. Notwithstanding the foregoing, each Holder of an Allowed Priority Claim may be paid under such other terms as may be agreed upon by both the Holder of such Allowed Priority Claim and the Debtors or Reorganized Biovest, as the
case may be. Class 1 is Impaired by the Plan. Each Holder of a Priority Claim in Class 1 is entitled to vote to accept or reject the Plan. 
  

	5.3	Class 2: Secured Claims and Other Claims of Laurus/Valens. 

 5.3.1 Class 2 consists of all of the Laurus/Valens Prepetition Claims. Following extensive negotiations, the Debtors, the Accentia Debtors, and Laurus/Valens reached a compromise as to all disputes with
respect to the Laurus/Valens Prepetition Claims and all disputes between Laurus/Valens and the Accentia Debtors (the “Laurus/Valens Settlement”). On April 16, 2010, the Debtors filed the Laurus/Valens Compromise Motion with the
Bankruptcy Court, which sets forth the principal terms of the Laurus/Valens Settlement and includes substantially all of the documents to be executed by the Debtors, the Accentia Debtors, Laurus/Valens and certain other parties in order to
consummate the Laurus/Valens Settlement (collectively, the “Laurus/Valens Settlement Documents”). On June 8, 2010, after notice and a hearing, the Bankruptcy Court entered the Laurus/Valens Compromise Order, which approved all
of the terms of the Laurus/Valens Settlement. The closing of the Laurus/Valens Settlement (the “Closing”) for both the Debtors and the Accentia Debtors must occur concurrently and will occur upon the Effective Date of the Plan and
the effective date of the Accentia Plan and the satisfaction or waiver of the other conditions to Closing set forth in the Biovest Term Loan Agreement and in the Accentia Term Loan Agreement. 

  
 36 









  
 5.3.2 The pertinent
terms and conditions of the Laurus/Valens Settlement with the Debtors are summarized below. This summary is qualified in its entirety by the Laurus/Valens Settlement Documents and, to the extent of any inconsistencies between this summary and the
Laurus/Valens Settlement Documents, the Laurus/Valens Settlement Documents shall control. As stated elsewhere in the Plan, the Laurus/Valens Settlement Documents with respect to the Debtors are included in Composite Exhibit 1 attached to the
Laurus/Valens Compromise Motion and, thus, are on file with the Bankruptcy Court and available for review. Copies of the Laurus/Valens Settlement Documents may also be obtained upon written request to Bankruptcy Counsel (to the attention of Charles
A. Postler, Esquire). Unless otherwise defined in the Plan, capitalized terms used in this Article 5.3.2 shall have the meanings ascribed thereto in the Laurus/Valens Settlement Documents. 

5.3.2.1 Laurus/Valens will have an Allowed Secured Claim against Reorganized Biovest in the amount of $24,900,000.00 (the
“Laurus/Valens Allowed Secured Claim”) in full and final satisfaction of all principal asserted by Laurus/Valens against Biovest and the Biovest Subsidiaries in the Laurus/Valens Proofs of Claim. The Laurus/Valens Allowed Secured
Claim will be evidenced by one or more term notes (the “Laurus/Valens Term A Notes”), which will be executed and delivered by Reorganized Biovest on the Closing Date. The Laurus/Valens Term A Notes will contain the following terms:
(a) a maturity date of two (2) years following the Closing Date, (b) interest will accrue at the rate of eight percent (8%) per annum, calculated based on a 365 day year, and will be payable at the time of any principal payment
or prepayment of principal, (c) a default rate of interest of twelve percent (12%) per annum, (d) the outstanding principal together with all accrued and unpaid interest will be due and payable in full on the maturity date,
(e) Reorganized Biovest may prepay the Laurus/Valens Term A Notes, without penalty, at any time, and (f) Reorganized Biovest is required to make mandatory prepayments under the Laurus/Valens Term A Notes as follows: (i) a prepayment
equal to thirty percent (30%) of the Net Proceeds (i.e., the gross proceeds received less any investment banking or similar fees and commissions and legal costs and expenses incurred by Reorganized Biovest) of any Capital Raise (excluding
(x) any additional loans to Reorganized Biovest from either the DIP Lender or Accentia up to a maximum amount equal to the difference between $3,000,000.00 and the outstanding balance of the DIP Facility as of the Closing Date, and (y) the
first $1,500,000.00 of Net Proceeds received by Reorganized Biovest after the Closing Date, and (z) cash proceeds received by Reorganized Biovest from the exercise of stock options or stock purchase warrants if the stock option or stock
purchase warrant was issued prior to the Closing Date or issued pursuant to the Plan), but only up to the then outstanding principal and accrued interest under the Laurus/Valens Term A Notes, and (ii) from any intercompany funding by Accentia
to Reorganized Biovest, provided that thirty percent (30%) of such intercompany funding shall first be used by Accentia to prepay the Accentia Term Notes and, if the Accentia Term Notes have been paid in full, the balance of such thirty percent
(30%) of the intercompany funding shall then be used to prepay the Laurus/Valens Term A Notes, and (iii) a prepayment equal to fifty percent (50%) of positive Net Cash Flow of Reorganized Biovest for each fiscal quarter after the
Closing Date, less the amount of Biologic Products Capital Expenditures made during such fiscal quarter or during any prior fiscal quarter ending after 

  
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the Closing Date (excluding any such expenditures that have previously been taken into account in calculating the prepayment amount for any prior fiscal quarter). The term “Biologic Products
Capital Expenditures” shall mean capital expenditures of the Reorganized Debtors directly related to the development and production of the Biovest Biologic Products, including any capital expenditures incurred by the Reorganized Debtors in
modifying or expanding their biologics manufacturing facilities, but shall not include any allocation for corporate overhead or other general and administrative expenses. Any mandatory prepayment will be applied, pro rata, as a reduction of
principal on the then outstanding balance of the Laurus/Valens Term A Notes and interest accrued on such paid principal amount through the date of payment. 
 5.3.2.2 Laurus/Valens will have an additional Allowed Secured Claim against Reorganized Biovest in the amount of $4,160,000.00 (the “Laurus/Valens Additional Allowed Secured Claim”) in
full and final satisfaction of the interest, penalties, fees, and default interest in the amount of $7,332,987.49 asserted by Laurus/Valens against Biovest and the Biovest Subsidiaries in the Laurus/Valens Proofs of Claim. The Laurus/Valens
Additional Allowed Secured Claim will be evidenced by one or more term notes (the “Laurus/Valens Term B Notes”), which will be executed and delivered by Reorganized Biovest on the Closing Date. The Laurus/Valens Term B Notes will
contain the following terms: (a) a maturity date of three (3) years following the Closing Date, (b) interest will accrue at the rate of eight percent (8%) per annum, calculated based on a 365 day year, and will be payable at the
time of any principal payment or prepayment of principal, (c) a default rate of interest of twelve percent (12%) per annum, (d) the outstanding principal together with all accrued and unpaid interest will be due and payable in full on
the maturity date, (e) Reorganized Biovest may prepay the Laurus/Valens Term B Notes, without penalty, at any time, and (f) provided that the Laurus/Valens Term A Notes have been paid in full, Reorganized Biovest is required to make
mandatory prepayments under the Laurus/Valens Term B Notes from any intercompany funding by Accentia to Reorganized Biovest (excluding any additional loans to Reorganized Biovest from Accentia up to a maximum amount equal to the difference between
$3,000,000.00 and the outstanding balance of the DIP Facility as of the Closing Date), provided that thirty percent (30%) of such intercompany funding shall first be used by Accentia to prepay the Accentia Term Notes and, if the Accentia Term
Notes have been paid in full, the balance of such thirty percent (30%) of the intercompany funding shall be used to prepay the Laurus/Valens Term B Notes, but only up to the outstanding principal and accrued interest under the Laurus/Valens
Term B Notes. Any mandatory prepayment will be applied, pro rata, as a reduction of principal on the then outstanding balance of the Laurus/Valens Term B Notes and interest accrued on such paid principal amount through the date of payment.

 5.3.2.3 On notice to and with the prior written consent of Laurus/Valens, Reorganized Biovest may convert all
or any portion of the outstanding principal and accrued interest under either the Laurus/Valens Term A Notes or the Laurus/Valens Term B Notes into shares of Reorganized Biovest Common Stock. The number of shares of Reorganized Biovest Common Stock
issuable on a conversion (the “Laurus/Valens Conversion Shares”) shall be equal to (i) an amount equal to the aggregate portion of the principal and accrued and unpaid interest thereon outstanding under the Laurus/Valens Term
Note being converted, 

  
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divided by (ii) ninety percent (90%) of the average closing price publicly reported for the Reorganized Biovest Common Stock for the ten (10) Trading Days (if the Reorganized
Biovest Common Stock is not on a Trading Market, then as reported in the “Pink Sheets” published by Pink Sheets, LLC (or a similar organization or agency succeeding to its functions of reporting prices)) immediately preceding the date of
the notice of conversion. The Laurus/Valens Conversion Shares shall be issued pursuant to Section 1145 of the Bankruptcy Code and shall not have any legend restricting the sale thereof under federal securities laws, but sales of any such shares
by Laurus/Valens will be subject to the limitations on the number of shares of Reorganized Biovest Common Stock that may be sold from time to time contained in Rule 144(e), without regard to whether or not Laurus/Valens is considered an
“Affiliate” of Reorganized Biovest for purposes of Rule 144(e). In addition, the transfer or resale of the Laurus/Valens Conversion Shares by any recipient thereof would not be exempted under Section 1145 of the Bankruptcy Code if
such recipient is deemed to be an underwriter (see Article 8.9 of the Plan for a further discussion of the securities law issues relating to underwriters). 
 5.3.2.4 The Laurus/Valens Term Notes will be secured by a first Lien in (i) all of the assets of Reorganized Biovest (including all intellectual property), junior only to the Lien granted by the
Bankruptcy Court to the DIP Lender in the DIP Financing Order (which DIP Facility as of the Closing Date cannot exceed $3,000,000.00) and to Permitted Liens, and (ii) all of the assets of the Biovest Subsidiaries, which will secure Guaranties
(as to the entire indebtedness under the Laurus/Valens Term Notes) to be executed by the Biovest Subsidiaries in favor of Laurus/Valens. 
 5.3.2.5 The Laurus/Valens Term Notes will also be guaranteed by Accentia (the “Accentia Guaranty”), up to a maximum amount of $4,991,360.00. The Accentia Guaranty will be secured by a
pledge by Accentia of 20,115,818 shares of Reorganized Biovest Common Stock owned by Accentia. 
 5.3.2.6
Analytica will execute a security agreement, a separate grant of a security interest in its intellectual property, and a guaranty in favor of Laurus/Valens to secure the obligations of Accentia under the Accentia Guaranty and under the Accentia Term
Notes. The foregoing documents, insofar as they relate to the Accentia Guaranty, are also limited to a maximum amount of $4,991,360.00. 
 5.3.2.7 Accentia will enter into a subordination agreement with Laurus/Valens, pursuant to which Accentia will agree to subordinate any indebtedness owing, and liens granted, to it by the Reorganized
Debtors to any indebtedness owing, and liens granted, to Laurus/Valens under the Laurus/Valens Settlement Documents; provided that, (i) Accentia may convert the Accentia Allowed Class 3 Claim into shares of Reorganized Biovest Common Stock as
described in Article 5.4.1.1, and (ii) Reorganized Biovest will be permitted to make certain payments to Accentia related to the sharing of expenses and shared administrative and overhead costs between the companies and the repayment of any
future loans made by Accentia to Biovest in lieu of any additional advances from the DIP Lender. 

  
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 5.3.2.8
All of the Laurus/Valens Warrants will be terminated and cancelled as of the Closing. Laurus/Valens will not have any rejection damages or other Claims against Biovest or Accentia in connection with the termination and cancellation of the
Laurus/Valens Warrants. 
 5.3.2.9 In consideration for the cancellation of the Laurus/Valens Warrants, on the
Closing Date, Laurus/Valens will receive that number of shares of Reorganized Biovest Common Stock equal to 9.99% of the fully diluted issued and outstanding shares of Reorganized Biovest Common Stock as of the Closing Date (after taking into
account any shares of Reorganized Biovest Common Stock to be issued to Creditors under the Plan and any shares of Reorganized Biovest Common Stock subject to issuance under the Existing Biovest Stock Warrants, but excluding any shares of Reorganized
Biovest Common Stock subject to issuance pursuant to the Existing Biovest Stock Options) (the “Laurus/Valens Plan Shares”). Except for the Laurus/Valens Plan Shares and the Laurus/Valens Conversion Shares, Laurus/Valens will not be
entitled to receive any shares of Reorganized Biovest Common Stock under the Biovest Term Loan Agreement or the Accentia Term Loan Agreement. The Laurus/Valens Plan Shares will be issued pursuant to Section 1145 of the Bankruptcy Code and shall
not have any legend restricting the sale thereof under federal securities laws, but the transfer thereof shall be subject to the following provisions: (a) any restrictions or limitations under Rule 144(e), and (b) Laurus/Valens will not be
entitled to offer, sell, contract to sell, hypothecate, pledge or otherwise dispose of any of the Laurus/Valens Plan Shares (i) during the six (6) month period following the closing of each of the first two (2) common equity offerings
of Reorganized Biovest (whether in a registered public offering or in a private placement transaction), with gross proceeds of $10,000,000 or more, and (ii) during the three (3) month period following the closing of a common equity
offering of Reorganized Biovest (whether in a registered public offering or in a private placement transaction) that closes within three (3) months after the Closing Date, with gross proceeds of between and including $5,000,000 and $10,000,000.
Any certificate for the Laurus/Valens Plan Shares shall contain a legend thereon setting forth the foregoing provisions and restrictions. In addition, the transfer or resale of the Laurus/Valens Plan Shares by any recipient thereof would not be
exempted under Section 1145 of the Bankruptcy Code if such recipient is deemed to be an underwriter (see Article 8.9 of the Plan for a further discussion of the securities law issues relating to underwriters). 

5.3.2.10 In full and final satisfaction of the Laurus/Valens Royalty, Laurus/Valens will receive a new perpetual royalty
equal to 6.25% of the gross revenues from the sale, license or other disposition of the Biovest Biologic Products received by Reorganized Biovest or its sublicensees or transferees. 

5.3.2.11 At the Closing, Reorganized Biovest, Accentia and Laurus/Valens will enter into several agreements terminating
the Laurus/Valens Royalty in its entirety. 
 5.3.2.12 The AutovaxID Royalty (including the guaranteed minimum
amount of $7,500,000.00) will be terminated as of the Closing Date. 

  
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5.3.2.13 Biovest will amend and restate its bylaws and certificate of incorporation as of the Effective Date to
incorporate provisions (i) required by the Plan, the Confirmation Order, and/or the Bankruptcy Code, and (ii) granting Laurus/Valens the right, upon an Event of Default under Section 20(a) of the Biovest Term Loan Agreement (after
giving effect to any applicable grace period provided therein), to appoint and maintain one-third (1/3) of the total number of directors of Reorganized Biovest. Thereafter, such right to appoint directors will continue notwithstanding
Reorganized Biovest’s cure of any such Event of Default until the Laurus/Valens Term Notes have been paid in full. 
 5.3.2.14 As stated in Article 3.3.2.3 above, on the Closing Date, the DIP Lender and LV will enter into the DIP Lender Subordination Agreement, pursuant to which LV will agree to subordinate the
Laurus/Valens Allowed Class 2 Claims owing, and liens granted, to Laurus/Valens by Reorganized Biovest to any indebtedness owing (up to a maximum amount of $3,000,000.00), and liens granted, to the DIP Lender under the DIP Financing Order and the
Plan; provided that, the DIP Lender Subordination Agreement will not prohibit any mandatory prepayments, or the issuance of the Laurus/Valens Conversion Shares, to Laurus/Valens under the Laurus/Valens Term Notes. 

5.3.2.15 On the Closing Date, Accentia and Reorganized Biovest will enter into the Accentia Royalty Termination Agreement.

 5.3.2.16 Except as to any obligations under the Laurus/Valens Settlement Documents or the Plan, the Debtors
and Laurus/Valens and their respective officers, directors, employees, agents, and attorneys will be deemed to have released each other, as of the Closing Date, from any and all claims of any nature whatsoever. The release provisions are included in
the Laurus/Valens Compromise Order. 
 5.3.2.17 All of the Laurus/Valens Settlement Documents (except for the DIP
Lender Subordination Agreement) will be governed by the laws of the State of New York. Until the Closing Date, the Bankruptcy Court will have and retain exclusive jurisdiction over the Laurus/Valens Settlement and any disputes arising thereunder.
Following the Closing Date, the state and/or federal courts in the State of New York will have jurisdiction over the Laurus/Valens Settlement Documents. 
 5.3.2.18 On the Closing Date, Laurus/Valens will withdraw the Laurus/Valens Proofs of Claim with prejudice. 
 5.3.2.19 Effective as of the Closing Date, any and all of the Laurus/Valens Prepetition Loan Documents shall be deemed cancelled and void and of no further force and effect. 

Class 2 is Impaired by the Plan. Laurus/Valens, as the Holder of the Class 2 Claims, is entitled to vote to accept or reject the Plan.


  
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	5.4	Class 3: Secured Claims and Other Claims of Accentia. 

 5.4.1 Class 3 consists of all of the Accentia Prepetition Claims. The Class 3 Claims of Accentia are secured by a Lien on all assets of Biovest, junior only to the Liens in favor of (a) the DIP
Lender granted in the DIP Financing Order, (b) Laurus/Valens as described in the Laurus/Valens Compromise Motion, and (c) the 2008 Secured Debentures Holders as described in Article 5.5.1. Under the Plan, the Class 3 Claims of Accentia
will be allowed in the amount of $11,991,510.00 plus Postpetition Interest at the rate of six percent (6%) per annum (the “Accentia Allowed Class 3 Claim”). Under the Plan, the following shall occur with respect to the Accentia
Allowed Class 3 Claim: 
 5.4.1.1 On the Effective Date, Accentia will convert the entire amount of the Accentia
Allowed Class 3 Claim into shares of Reorganized Biovest Common Stock (the “Class 3 Plan Shares”) at a conversion rate of $0.75 per share of Reorganized Biovest Common Stock (i.e., Accentia will receive that number of shares of
Reorganized Biovest Common Stock determined by dividing the Accentia Allowed Class 3 Claim by $0.75). Based on an estimated amount of $13,351,643.00 for the Accentia Allowed Class 3 Claim (assuming an Effective Date of September 30, 2010),
Accentia will receive approximately 17,802,191 shares of Reorganized Biovest Common Stock under this Article 5.4.1.1. The Class 3 Plan Shares shall be issued as soon as reasonably practicable following the Effective Date (but in no event more than
five (5) Business Days following the Effective Date, subject to the procedures followed by the Transfer Agent) pursuant to Section 1145 of the Bankruptcy Code and shall not have any legend restricting the sale thereof under federal
securities laws, but the transfer thereof shall be subject to the following provisions: (a) any restrictions or limitations under Rule 144(e), (b) a limit on the sale of the Class 3 Plan Shares in any ninety (90) day period to that
number of the Class 3 Plan Shares equal to one percent (1%) of the issued and outstanding shares of Reorganized Biovest Common Stock, (c) a prohibition on the sale of any Class 3 Plan Shares for a period of one hundred twenty
(120) days following any debt or equity raise by Reorganized Biovest of less than $10,000,000.00, and (d) a prohibition on the sale of any Class 3 Plan Shares for a period of one hundred eighty (180) days following any debt or equity
raise by Reorganized Biovest of $10,000,000.00 or more. Any certificate for the Class 3 Plan Shares shall contain a legend thereon setting forth the foregoing provisions and restrictions. In addition, the transfer or resale of the Class 3 Plan
Shares by any recipient thereof would not be exempted under Section 1145 of the Bankruptcy Code if such recipient is deemed to be an underwriter (see Article 8.9 of the Plan for a further discussion of the securities law issues relating to
underwriters). 
 5.4.1.2 As of the Effective Date, without any further action by any party, the Liens that
secure the Class 3 Claims of Accentia shall be deemed to be extinguished, satisfied and released. To the extent that any Liens to secure the Class 3 Claims have been filed or recorded publicly, if requested by Reorganized Biovest, Accentia shall
take any commercially reasonable steps that are necessary to cancel, terminate and/or extinguish such Liens. 

5.4.1.3 On the Closing Date, Accentia and Reorganized Biovest shall enter into the Accentia Royalty Termination Agreement.


  
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 Class 3 is Impaired by
the Plan. Accentia, as the Holder of the Class 3 Claims, is entitled to vote to accept or reject the Plan. 
  

	5.5	Class 4: Secured Claims and Other Claims of the 2008 Secured Debentures Holders. 


5.5.1 Class 4 consists of all of the 2008 Secured Debentures Claims. The Class 4 Claims of the 2008 Secured Debentures Holders are secured
by a Lien on all assets of Biovest, junior only to the Liens in favor of (a) the DIP Lender granted in the DIP Financing Order, and (b) Laurus/Valens as described in the Laurus/Valens Compromise Motion. Under the Plan, subject to Article
5.5.1.7, the Class 4 Claims of each of the 2008 Secured Debentures Holders will be allowed in an amount equal to the outstanding principal and accrued and unpaid interest as of the Petition Date under its 2008 Secured Debentures (each, a
“2008 Secured Debentures Allowed Class 4 Claim”). Under the Plan, the following shall occur with respect to the 2008 Secured Debentures Allowed Class 4 Claims: 

5.5.1.1 On the Effective Date, in the event a 2008 Secured Debentures Holder does not make the Conversion Election
described in Article 5.5.1.6, Reorganized Biovest shall execute and deliver in favor of such 2008 Secured Debentures Holder a promissory note (the “2008 Secured Debentures Plan Note”) in an original principal amount equal to the
amount of its 2008 Secured Debentures Allowed Class 4 Claim. Each of the 2008 Secured Debentures Plan Notes shall contain the following terms: (a) a maturity date of forty (40) months following the Effective Date, (b) interest will
accrue and be payable on the outstanding principal at a fixed rate of eight percent (8%) per annum, calculated based on a 365 day year, (c) the outstanding principal together with all accrued and unpaid interest will be due and payable in
full on the maturity date, (d) Reorganized Biovest may prepay all or any portion of the 2008 Secured Debentures Plan Note, without penalty, at any time, and (e) a subordination of the Lien granted hereunder in favor of the 2008 Secured
Debentures Holder to the Liens in favor of (i) the DIP Lender granted in the DIP Financing Order, and (ii) Laurus/Valens granted in the Laurus/Valens Settlement Documents. The 2008 Secured Debentures Plan Notes shall not contain any
conversion or redemption rights. 
 5.5.1.2 Each of the 2008 Secured Debentures Plan Notes shall be secured by a
Lien on all of the Property of Reorganized Biovest securing the 2008 Secured Debentures, to the same extent, validity and priority as existed in favor of the 2008 Secured Debentures Holders as of the Petition Date; provided, however, that such Lien
shall be junior to the Liens in favor of (i) the DIP Lender granted in the DIP Financing Order, and (ii) Laurus/Valens granted in the Laurus/Valens Settlement Documents. Reorganized Biovest shall execute and deliver in favor of the 2008
Secured Debentures Holders a security agreement and other customary security documents evidencing such Lien. 

5.5.1.3 As of the Effective Date, without any further action by any party, subject to the Lien to be granted to each of
the 2008 Secured Debentures Holders in Article 5.5.1.2, the Liens that secure the 2008 Secured Debentures Claims shall be deemed to be extinguished, satisfied and released. To the extent that any Liens to secure the 2008 Secured Debentures Claims
have been filed or recorded publicly, if requested by Reorganized Biovest, each of the 2008 Secured Debentures Holders shall take any commercially reasonable steps that are necessary to cancel, terminate and/or extinguish such Liens. 

  
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 5.5.1.4
As of the Effective Date, any and all of the 2008 Secured Debentures Documents (excluding the 2008 Secured Debentures Warrants) shall be deemed cancelled and void and of no further force and effect. 

5.5.1.5 Except as provided in Article 7.9, the 2008 Secured Debentures Holders shall retain unaltered all of the legal,
equitable and contractual rights under the 2008 Secured Debentures Warrants. 
 5.5.1.6 At the option of a 2008
Secured Debentures Holder, such 2008 Secured Debentures Holder may elect (in lieu of the treatment described in Article 5.5.1.1) to convert all of its 2008 Secured Debentures Allowed Class 4 Claim into shares of Reorganized Biovest Common Stock (the
“Class 4 Plan Shares”) at a conversion rate equal to the Market Price per share of Reorganized Biovest Common Stock (i.e., such 2008 Secured Debentures Holder will receive that number of shares of Reorganized Biovest Common Stock
determined by dividing its 2008 Secured Debentures Allowed Class 4 Claim by the Market Price). The Class 4 Plan Shares shall be issued as soon as reasonably practicable following the Effective Date (but in no event more than five (5) Business
Days following the Effective Date, subject to the procedures followed by the Transfer Agent) pursuant to Section 1145 of the Bankruptcy Code and shall not have any legend restricting the sale thereof under federal securities laws, but the
transfer thereof shall be subject to the provisions of Article 9.12. The transfer or resale of the Class 4 Plan Shares by any recipient thereof would not be exempted under Section 1145 of the Bankruptcy Code if such recipient is deemed to be an
underwriter (see Article 8.9 of the Plan for a further discussion of the securities law issues relating to underwriters). Any Conversion Election shall be made by a 2008 Secured Debentures Holder on the Ballot filed with the Bankruptcy Court or in a
separate writing delivered to Biovest, in each such case prior to the Voting Deadline. In the event a 2008 Secured Debentures Holder makes a Conversion Election under this Article 5.5.1.6, the provisions of Articles 5.5.1.1 and 5.5.1.2 shall not be
applicable to such 2008 Secured Debentures Holder. 
 5.5.1.7 Notwithstanding anything to the contrary contained
in this Article 5.5.1, (a) the treatment of the 2008 Secured Debentures Claims of Valens U.S. shall be determined as set forth in the Laurus/Valens Settlement, and (b) the treatment of the 2008 Secured Debentures Claims of Philip E.
Rosensweig shall be determined as set forth in a Final Order of the Bankruptcy Court that resolves the Rosensweig Adversary Proceeding. 
 Class 4 is Impaired by the Plan. The 2008 Secured Debentures Holders, as the Holders of the Class 4 Claims, are entitled to vote to accept or reject the Plan. For purposes of Section 1126(c) of the
Bankruptcy Code, the amount of the 2008 Secured Debentures Claims of Valens U.S. shall be counted under Class 4 with respect to any Ballot cast by Laurus/Valens as to the Plan. 

  
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	5.6	Class 5: Secured Tax Claims of Governmental Units. 

 Class 5 consists of all Secured Tax Claims of Governmental Units. On the Distribution Date, Reorganized Biovest shall pay to a Governmental Unit, in Cash, the Allowed Amount of its Secured Tax Claim.
Notwithstanding the foregoing, if Reorganized Biovest does not have sufficient Cash to pay an Allowed Class 5 Claim in full on the Distribution Date, such Allowed Class 5 Claim shall be paid under such other terms as may be agreed upon by both the
Holder of such Allowed Class 5 Claim and the Debtors or Reorganized Biovest, as the case may be, or as otherwise ordered by a Final Order of the Bankruptcy Court. Class 5 is Unimpaired by the Plan. Each Holder of a Class 5 Claim conclusively is
presumed to have accepted the Plan and is not entitled to vote to accept or reject the Plan. 
  

	5.7	Class 6: Other Secured Claims. 

 5.7.1 Class 6 consists of all Secured Claims not otherwise specifically classified in the Plan. In the event there is more than one Secured Claim in this Class, such Secured Claims shall be separated into
subclasses in Class 6. Under the Plan, the following shall occur with respect to the Allowed Class 6 Claims: 
 5.7.1.1 In the event a Holder of a Class 6 Claim does not make the Conversion Election described in Article 5.7.1.2, such Holder will receive a Distribution, in Cash, in an amount equal to the sum of
(a) one hundred percent (100%) of such Holder’s Allowed Class 6 Claim plus (b) interest accruing at the rate of eight percent (8%) per annum on the Allowed Amount of such Class 6 Claim for the period from the Effective Date
through and including the Distribution Date. Such Distribution will be made to such Holder by Reorganized Biovest at the end of the 40th month following the Effective Date. 

5.7.1.2 At the option of a Holder of a Class 6 Claim, such Holder may elect (in lieu of the treatment described in Article
5.7.1.1) to convert all of its Allowed Class 6 Claim into shares of Reorganized Biovest Common Stock (the “Class 6 Plan Shares”) at a conversion rate equal to the Market Price per share of Reorganized Biovest Common Stock (i.e.,
such Holder will receive that number of shares of Reorganized Biovest Common Stock determined by dividing its Allowed Class 6 Claim by the Market Price). The Class 6 Plan Shares shall be issued as soon as reasonably practicable following the
Determination Date (but in no event more than five (5) Business Days following the Determination Date, subject to the procedures followed by the Transfer Agent) pursuant to Section 1145 of the Bankruptcy Code and shall not have any legend
restricting the sale thereof under federal securities laws, but the transfer thereof shall be subject to the provisions of Article 9.12. The transfer or resale of the Class 6 Plan Shares by any recipient thereof would not be exempted under
Section 1145 of the Bankruptcy Code if such recipient is deemed to be an underwriter (see Article 8.9 of the Plan for a further discussion of the securities law issues relating to underwriters). Any Conversion Election shall be made by a Holder
of a Class 6 Claim on the Ballot filed with the Bankruptcy Court or in a separate writing delivered to Biovest, in each such case prior to the Voting Deadline. In the event a Holder of a Class 6 Claim makes a Conversion Election under this Article
5.7.1.2, the provisions of Article 5.7.1.1 shall not be applicable to such Holder. 

  
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 5.7.1.3
Notwithstanding the foregoing provisions of Articles 5.7.1.1 and 5.7.1.2, Reorganized Biovest, in its sole discretion, may return to the Secured Creditor any Property securing its Secured Claim in full and final satisfaction of the Secured Claim.

 5.7.1.4 Any deficiency owing to a Secured Creditor with respect to a Class 6 Claim shall be classified and
treated as a Class 8 Unsecured Claim to the extent Allowed by a Final Order of the Bankruptcy Court. 
 Class 6 is Impaired by
the Plan. Each Holder of a Class 6 Claim is entitled to vote to accept or reject the Plan. 
  

	5.8	Class 7: Unsecured Claims of Ronald E. Osman under the Osman Note. 

 5.8.1 Class 7 consists of all Unsecured Claims of Ronald E. Osman represented by, relating to, or arising under or in connection with the Osman Note. Under the Plan, the Class 7 Claims of Ronald E. Osman
will be allowed in the amount of $1,011,233.00, which is the amount of the outstanding principal and accrued and unpaid interest as of the Petition Date under the Osman Note (the “Osman Allowed Class 7 Claim”). Under the Plan, the
following shall occur with respect to the Osman Allowed Class 7 Claim: 
 5.8.1.1 On the Effective Date, in the
event Ronald E. Osman does not make the Conversion Election described in Article 5.8.1.2, Reorganized Biovest shall execute and deliver in favor of Ronald E. Osman a promissory note (the “Class 7 Plan Note”) in an original principal
amount equal to the amount of the Osman Allowed Class 7 Claim. The Class 7 Plan Note shall amend and restate the Osman Note and shall contain the following terms: (a) a maturity date of forty (40) months following the Effective Date,
(b) interest will accrue and be payable on the outstanding principal at a fixed rate of eight percent (8%) per annum, calculated based on a 365 day year, (c) the outstanding principal together with all accrued and unpaid interest will
be due and payable in full on the maturity date, and (d) Reorganized Biovest may prepay all or any portion of the Class 7 Plan Note, without penalty, at any time. The Class 7 Plan Note shall not contain any conversion or redemption rights.

 5.8.1.2 At the option of Ronald E. Osman, Ronald E. Osman may elect (in lieu of the treatment described in
Article 5.8.1.1) to convert all of the Osman Allowed Class 7 Claim into shares of Reorganized Biovest Common Stock (the “Class 7 Plan Shares”) at a conversion rate equal to the Market Price per share of Reorganized Biovest Common
Stock (i.e., Ronald E. Osman will receive that number of shares of Reorganized Biovest Common Stock determined by dividing the Osman Allowed Class 7 Claim by the Market Price). The Class 7 Plan Shares shall be issued as soon as reasonably
practicable following the Effective Date (but in no event more than five (5) Business Days following the Effective Date, subject to the procedures followed by the Transfer Agent) pursuant to Section 1145 of the Bankruptcy Code and shall
not have any legend restricting the sale thereof under federal securities laws, but the transfer thereof shall be subject to the provisions of Article 9.12. The transfer or resale of the Class 7 Plan Shares by any recipient thereof would not be
exempted under Section 1145 of the Bankruptcy Code if such recipient is deemed to be an underwriter 

  
 46 









 
(see Article 8.9 of the Plan for a further discussion of the securities law issues relating to underwriters). Any Conversion Election shall be made by Ronald E. Osman on the Ballot filed with the
Bankruptcy Court or in a separate writing delivered to Biovest, in each such case prior to the Voting Deadline. In the event Ronald E. Osman makes a Conversion Election, the provisions of Article 5.8.1.1 shall not be applicable to Ronald E. Osman.

 5.8.1.3 Except as provided in Article 7.9, Ronald E. Osman and his assignees shall retain unaltered all of the
legal, equitable and contractual rights under the Osman Warrants. 
 Class 7 is Impaired by the Plan. Ronald E. Osman, as the
Holder of the Class 7 Claims, is entitled to vote to accept or reject the Plan. 
  

	5.9	Class 8: Unsecured Claims (Unsecured Claims Not Otherwise Classified). 


5.9.1 Class 8 consists of all Unsecured Claims not otherwise classified in the Plan. 

5.9.2 Under the Plan, each Holder of an Unsecured Claim in Class 8 shall have the option to select one of the treatments set forth below
designated as Option A, Option B and Option C: 
 5.9.2.1 Option A. Under Option A,
the Holder of an Allowed Unsecured Claim in Class 8 will receive a Distribution, in Cash, in an amount equal to the sum of (a) one hundred percent (100%) of such Holder’s Allowed Class 8 Unsecured Claim (including Postpetition
Interest at the rate of three percent (3%) per annum) plus (b) interest accruing at the rate of five percent (5%) per annum on the Allowed Amount of such Class 8 Claim for the period from the Effective Date through and including the
Distribution Date. Such Distribution will be made to such Holder by Reorganized Biovest at the end of the
40th month following the Effective Date. 

5.9.2.2 Option B. Under Option B, the Holder of an Allowed Unsecured Claim in Class 8 will convert all of its
Allowed Class 8 Unsecured Claim (including Postpetition Interest at the rate of three percent (3%) per annum) into shares of Reorganized Biovest Common Stock (the “Class 8 Plan Shares”) at a conversion rate equal to the Market
Price per share of Reorganized Biovest Common Stock (i.e., such Holder will receive that number of shares of Reorganized Biovest Common Stock determined by dividing its Allowed Class 8 Unsecured Claim (including Postpetition Interest at the rate of
three percent (3%) per annum) by the Market Price). The Class 8 Plan Shares shall be issued as soon as reasonably practicable following the Determination Date (but in no event more than five (5) Business Days following the Determination
Date, subject to the procedures followed by the Transfer Agent) pursuant to Section 1145 of the Bankruptcy Code and shall not have any legend restricting the sale thereof under federal securities laws, but the transfer thereof shall be subject
to the provisions of Article 9.12. The transfer or resale of the Class 8 Plan Shares by any recipient thereof would not be exempted under Section 1145 of the Bankruptcy Code if such recipient is deemed to be an underwriter (see Article 8.9 of
the Plan for a further discussion of the securities law issues relating to underwriters). 

  
 47 









  
 5.9.2.3
Option C. Under Option C, the Holder of an Allowed Unsecured Claim in Class 8 electing Option C (an “Option C Holder”) will receive a Distribution, in accordance with the provisions of this Article 5.9.2.3, in an amount equal
to the sum of (a) one hundred percent (100%) of such Option C Holder’s Allowed Class 8 Unsecured Claim (including Postpetition Interest at the rate of three percent (3%) per annum) plus (b) interest accruing at the rate of
seven percent (7%) per annum on the outstanding balance of the Allowed Amount of such Class 8 Claim from time to time (the “Option C Interest”) for the period from the Effective Date through and including that date which is
twenty-four (24) months following the Determination Date (the “Option C Maturity Date”). For purposes of this Article 5.9.2.3, the Allowed Amount of a Class 8 Unsecured Claim from time to time for an Option C Holder (excluding
the Option C Interest) shall be hereinafter referred to as the “Option C Allowed Claim Amount.” On the Determination Date and on each of the following seven (7) quarterly anniversaries of the Determination Date (each, an
“Automatic Conversion Date”), and provided that the Automatic Conversion VWAP Price is at least $1.00 per share, one-eighth (1/8th) of the Option C Allowed Claim Amount for an Option C Holder plus the Option C Interest as of
the Automatic Conversion Date (the “Automatic Conversion Amount”) will be automatically converted into shares of Reorganized Biovest Common Stock (the “Class 8 Plan Shares”) at a conversion rate equal to the
Automatic Conversion VWAP Price per share of Reorganized Biovest Common Stock (i.e., such Option C Holder will receive that number of shares of Reorganized Biovest Common Stock determined by dividing the Automatic Conversion Amount by the Automatic
Conversion VWAP Price). If, on any Automatic Conversion Date, the Automatic Conversion VWAP Price is less than $1.00 per share, the Automatic Conversion Amount for that Automatic Conversion Date will not automatically convert into shares of
Reorganized Biovest Common Stock, but will instead become payable at the Option C Maturity Date (as described below), unless the Option C Holder, upon written notice to Reorganized Biovest, elects to convert the Automatic Conversion Amount into
shares of Reorganized Biovest Common Stock (also, the “Class 8 Plan Shares”) at a conversion rate equal to $1.00 per share of Reorganized Biovest Common Stock (i.e., such Option C Holder will receive that number of shares of
Reorganized Biovest Common Stock determined by dividing the Automatic Conversion Amount by $1.00). On each Automatic Conversion Date for which the Automatic Conversion VWAP Price is $1.00 or greater or on which the Option C Holder elects an optional
conversion as described in the immediately preceding sentence, the Option C Allowed Claim Amount shall be reduced by the Automatic Conversion Amount (excluding the Option C Interest). Any portion of the Option C Allowed Claim Amount and any Option C
Interest that are outstanding at the Option C Maturity Date will be due and payable in full, at the election of Reorganized Biovest, in either Cash or in shares of Reorganized Biovest Common Stock at a conversion rate equal to the average of the
VWAPs for the ten (10) consecutive Trading Days ending on the Trading Day that is immediately preceding the Option C Maturity Date. If, at any time prior to the Option C Maturity Date, the VWAP is at least $1.50 per share for ten
(10) consecutive Trading Days, an Option C Holder, at its option, may upon written notice to Reorganized Biovest convert any or all of the Option C Allowed Claim Amount plus the then accrued and unpaid Option C Interest into shares of
Reorganized Biovest Common Stock at a conversion rate equal to the Automatic Conversion VWAP Price used for the initial conversion on the Determination Date. In addition, if, at any time prior to the Option C Maturity Date, the VWAP is at least
$1.88 per share for thirty (30) consecutive Trading Days, Reorganized Biovest, at its option, 

  
 48 









 
may upon written notice to the Option C Holders require the conversion of up to $3,000,000.00 of the then aggregate outstanding balance of the Option C Allowed Claim Amount plus the then accrued
and unpaid Option C Interest at a conversion rate equal to the Automatic Conversion VWAP Price used for the initial conversion on the Determination Date (such conversion right by Reorganized Biovest shall reset for subsequent periods until the
Option C Maturity Date), with any such conversion to be pro rata based on each Option C Holder’s percentage interest in the then aggregate outstanding balance of the Option C Allowed Claim Amount. The Class 8 Plan Shares shall be issued as soon
as reasonably practicable following the Automatic Conversion Date (but in no event more than five (5) Business Days following the Automatic Conversion Date, subject to the procedures followed by the Transfer Agent) pursuant to Section 1145
of the Bankruptcy Code and shall not have any legend restricting the sale thereof under federal securities laws, but the transfer thereof shall be subject to the provisions of Article 9.12. The transfer or resale of the Class 8 Plan Shares by any
recipient thereof would not be exempted under Section 1145 of the Bankruptcy Code if such recipient is deemed to be an underwriter (see Article 8.9 of the Plan for a further discussion of the securities law issues relating to underwriters).

 5.9.3 The election of Option A, Option B or Option C must be made on the Ballot submitted by the Holder of a Class 8
Unsecured Claim and filed with the Bankruptcy Court by the Voting Deadline; provided, however, that the Debtors, in their sole discretion, may accept any written election of Option B or Option C by the Holder of a Class 8 Unsecured Claim that is
delivered to the Debtors prior to the Effective Date. In the event that a Holder of a Class 8 Unsecured Claim does not make an election of Option A, Option B or Option C on its Ballot or does not file a Ballot with the Bankruptcy Court, such Holder
shall be deemed to have elected Option A. 
 Class 8 is Impaired by the Plan. Each Holder of an Unsecured Claim in Class 8 is
entitled to vote to accept or reject the Plan. 
  

	5.10	Class 9: Unsecured Convenience Claims. 

 5.10.1 Class 9 consists of all Unsecured Convenience Claims. Notwithstanding anything to the contrary contained in the Plan, each Holder of a Class 8 Unsecured Claim (a) in an amount greater than
$5,000.00 may have its Unsecured Claim treated as an Unsecured Convenience Claim under the Plan by making the Convenience Class Opt-In Election, or (b) in an amount less than or equal to $5,000.00 may have its Unsecured Claim treated as a Class
8 Unsecured Claim under the Plan by making the Convenience Class Opt-Out Election. The Convenience Class Opt-In Election or the Convenience Class Opt-Out Election is irrevocable and must be made by such Holder on its Ballot and filed with the
Bankruptcy Court on or before the Voting Deadline. 
 5.10.2 On the Distribution Date, the Holder of an Allowed Unsecured
Convenience Claim shall receive Cash from Reorganized Biovest in an amount equal to (a) twenty percent (20%) of the amount of such Allowed Claim if the amount of such Allowed Claim is less than or equal to $5,000.00, or (b) $1,000.00
if the amount of such Allowed Claim is greater than $5,000.00 and the Holder of such Allowed Claim has agreed to reduce the Allowed Amount of its Claim to $5,000.00 by making the Convenience Class Opt-In Election. Notwithstanding the foregoing, if
Reorganized 

  
 49 









 
Biovest does not have sufficient Cash available to make the payment required to the Holder of an Allowed Class 9 Claim on the Distribution Date, such Allowed Class 9 Claim shall be paid on the 6
Month Anniversary Date or as otherwise ordered by a Final Order of the Bankruptcy Court. 
 Class 9 is Impaired by the Plan.
Each Holder of an Unsecured Convenience Claim in Class 9 is entitled to vote to accept or reject the Plan. 
  

	5.11	Class 10: Intercompany Claims. 

 Class 10 consists of all Intercompany Claims. On the Effective Date, upon the substantive consolidation of the Debtors, all of the Intercompany Claims shall be deemed cancelled, annulled and extinguished
without any further action by any party and shall be of no further force and effect. The Holders of the Class 10 Intercompany Claims will not receive or retain any Property under the Plan on account of such Intercompany Claims. Accordingly,
Reorganized Biovest will not make any Distribution or establish any reserve under the Plan for the Intercompany Claims. Class 10 is Impaired by the Plan. Pursuant to Section 1126(g) of the Bankruptcy Code, Class 10 is deemed not to have
accepted the Plan and, thus, Holders of the Class 10 Intercompany Claims are not entitled to vote to accept or reject the Plan. 
  

	5.12	Class 11: Subordinated Securities Claims. 

 5.12.1 Class 11 consists of all Subordinated Securities Claims. Pursuant to Section 510(b) of the Bankruptcy Code, each Allowed Class 11 Claim, if any, shall be subordinated to all Claims (including
Class 8 Unsecured Claims) or Equity Interests that are senior to or equal to the Claim or Equity Interest represented by the Security of Biovest in question; provided, however, that if such Security is Existing Biovest Common Stock, such Allowed
Class 11 Claim shall have the same priority as Class 12 Equity Interests. 
 5.12.2 Under the Plan, each
Holder of an Allowed Class 11 Claim will receive a Distribution, in Cash, in an amount equal to the sum of one hundred percent (100%) of such Holder’s Allowed Class 11 Claim. Such Distribution will be made to such Holder by Reorganized
Biovest at the end of the 48th month following the
Effective Date; provided, however, that no Distribution shall be made to the Holders of Allowed Class 11 Claims until all Distributions have been made to all Holders of Allowed Class 8 Unsecured Claims who have elected Option A under Article
5.9.2.1. 
 Class 11 is Impaired by the Plan. Each Holder of a Subordinated Securities Claim in Class 11 is entitled to vote to
accept or reject the Plan. 
  

	5.13	Class 12: Equity Interests. 

 Class 12 consists of all Equity Interests. Under the Plan, each Holder of an Allowed Class 12 Equity Interest on the Effective Date shall be deemed to receive one (1) share of Reorganized Biovest
Common Stock for each share of Existing Biovest Common Stock held by such Holder as of the Effective Date (the “Class 12 Plan Shares”), subject to dilution of such Holder’s percentage ownership interest in Reorganized Biovest
as a result of the issuance of the other Plan Shares hereunder (including the Laurus/Valens Plan Shares). To the extent requested by the Holder of an 

  
 50 









 
Allowed Class 12 Equity Interest, such Holder shall receive, upon surrender to the Transfer Agent of a stock certificate evidencing shares of Existing Biovest Common Stock, a new certificate
representing the Class 12 Plan Shares. The Class 12 Plan Shares shall be deemed issued pursuant to Section 1145 of the Bankruptcy Code and shall not have any legend restricting the sale thereof under federal securities laws. The Debtors do not
believe that the Holders of Class 12 Equity Interests are Impaired by the Plan, since their shares of Existing Biovest Common Stock were subject to significant dilution as of the Petition Date. However, out of an abundance of caution, the Debtors
are treating Class 12 as Impaired by the Plan and, thus, each Holder of a Class 12 Equity Interest is entitled to vote to accept or reject the Plan. 
  

	5.14	Class 13: Subsidiary Equity Interests. 

 Class 13 consists of all Subsidiary Equity Interests. On the Effective Date, upon the substantive consolidation of the Debtors, all of the Subsidiary Equity Interests shall be deemed cancelled, annulled,
extinguished and surrendered without any further action by any party and shall be of no further force and effect. Biovest, as the Holder of the Class 13 Subsidiary Equity Interests, will not receive or retain any Property or equity interest under
the Plan on account of the Class 13 Subsidiary Equity Interests. Accordingly, Reorganized Biovest will not make any Distribution or establish any reserve under the Plan for the Class 13 Subsidiary Equity Interests. Class 13 is Impaired by the Plan.
Pursuant to Section 1126(g) of the Bankruptcy Code, Class 13 is deemed not to have accepted the Plan and, thus, Biovest, as the Holder of the Class 13 Subsidiary Equity Interests, is not entitled to vote to accept or reject the Plan.

 ARTICLE 6 
 ACCEPTANCE OR REJECTION OF THE PLAN 
  

	6.1	Each Impaired Class Entitled to Vote Separately. 

 Except as otherwise provided in Article 6.4, the Holders of Claims or Equity Interests in each Impaired Class of Claims or Impaired Class of Equity Interests shall be entitled to vote separately to accept
or reject the Plan. 
  

	6.2	Acceptance by Impaired Classes. 

 6.2.1 Classes 1, 2, 3, 4, 6, 7, 8, 9, and 11 are Impaired under the Plan, and Holders of Claims in such Classes are entitled to vote to accept or reject the Plan. Pursuant to Section 1126(c) of the
Bankruptcy Code, an Impaired Class of Claims shall have accepted the Plan if (a) the Holders (other than any Holder designated pursuant to Section 1126(e) of the Bankruptcy Code) of at least two-thirds in dollar amount of the Allowed
Claims actually voting in such Class have voted to accept the Plan and (b) the Holders (other than any Holder designated pursuant to Section 1126(e) of the Bankruptcy Code) of more than one-half in number of the Allowed Claims actually
voting in such Class have voted to accept the Plan. If a Holder of a Claim holds more than one Claim in any one Class, all Claims of such Holder in such Class shall be aggregated and deemed to be one Claim for purposes of determining the number of
Claims in such Class voting on the Plan. 

  
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 6.2.2 The Debtors do
not believe that the Holders of Class 12 Equity Interests are Impaired by the Plan, since their shares of Existing Biovest Common Stock were subject to significant dilution as of the Petition Date. However, out of an abundance of caution, the
Debtors are treating Class 12 as Impaired by the Plan. Pursuant to Section 1126(d) of the Bankruptcy Code, an Impaired Class of Equity Interests shall have accepted the Plan if the Holders (other than any Holder designated pursuant to
Section 1126(e) of the Bankruptcy Code) of at least two-thirds in amount of the Allowed Equity Interests actually voting in such Class have voted to accept the Plan. 

 

	6.3	Presumed Acceptance of Plan by Unimpaired Classes. 

 Class 5 is Unimpaired under the Plan. Pursuant to Section 1126(f) of the Bankruptcy Code, such Class and the Holders of Claims in such Class are conclusively presumed to have accepted the Plan and,
thus, are not entitled to vote on the Plan. Accordingly, votes of Holders of Claims in Class 5 are not being solicited by the Debtors. Except as otherwise expressly provided in the Plan, nothing contained herein or otherwise shall affect the rights
and legal and equitable claims or defenses of the Debtors or Reorganized Biovest in respect of any Unimpaired Claims, including all rights in respect of legal and equitable defenses to setoffs or recoupments against Unimpaired Claims. 

 

	6.4	Deemed Non-Acceptance of Plan. 

 Holders of Class 10 Intercompany Claims and Class 13 Subsidiary Equity Interests will not receive or retain any Property or equity interest under the Plan on account of such Intercompany Claims and
Subsidiary Equity Interests and, therefore, Classes 10 and 13 are deemed not to have accepted the Plan pursuant to Section 1126(g) of the Bankruptcy Code. Accordingly, votes of Holders of Class 10 Intercompany Claims and Class 13 Subsidiary
Equity Interests are not being solicited by the Debtors. 
  

	6.5	Impairment Controversies. 

 If a controversy arises as to whether any Claim or Equity Interest, or any Class of Claims or Class of Equity Interests, is Impaired under the Plan, such Claim, Equity Interest or Class shall be treated
as specified in the Plan unless the Bankruptcy Court shall determine such controversy upon motion of the party challenging the characterization of a particular Claim or Equity Interest, or a particular Class of Claims or Class of Equity Interests,
under the Plan. 
 ARTICLE 7 
 TREATMENT OF EXECUTORY CONTRACTS AND UNEXPIRED LEASES 
  

	7.1	Assumption or Rejection of Executory Contracts and Unexpired Leases. 


Pursuant to Sections 365(a) and 1123(b)(2) of the Bankruptcy Code, all executory contracts and unexpired leases that currently exist
between any of the Debtors and another Person or Entity and not listed on Exhibit C attached hereto shall be deemed assumed by the applicable Debtor as of the Effective Date (collectively, the “Assumed Contracts”); provided,
however, that the Debtors reserve the right, on or prior to the Confirmation Date, to amend Exhibit C to add any executory 

  
 52 









 
contract or unexpired lease thereto or to delete any executory contract or unexpired lease therefrom, in which event such executory contract(s) or unexpired lease(s) shall be deemed to be
rejected (if added) or assumed (if deleted). The Debtors shall provide notice of any amendments to Exhibit C to the parties to the executory contracts and unexpired leases affected thereby. The listing of a document on Exhibit C shall
not constitute an admission by the Debtors that such document is an executory contract or an unexpired lease or that the Debtors have any liability thereunder. Any executory contract or unexpired lease that exists between the Debtors and another
Person or Entity and that is listed on Exhibit C attached to the Plan shall be deemed rejected by the Debtors as of the Confirmation Date (collectively, the “Rejected Contracts”), unless there is pending before the Bankruptcy
Court on the Confirmation Date a motion to assume such executory contract or unexpired lease. For purposes of the Plan, (i) all non-compete agreements, confidentiality or non-disclosure agreements and indemnification agreements executed for the
benefit of the Debtors shall be deemed to be executory contracts and Assumed Contracts, and (ii) except as provided in Article 7.7, all non-compete agreements, confidentiality or non-disclosure agreements, indemnification agreements and
guaranties executed by any of the Debtors for the benefit of a third party shall be deemed to be executory contracts and Rejected Contracts (even if not listed on Exhibit C). 

 

	7.2	Approval of Assumption or Rejection of Executory Contracts and Unexpired Leases. 


Entry of the Confirmation Order shall, subject to and upon the occurrence of the Effective Date, constitute (i) the approval,
pursuant to Sections 365(a) and 1123(b)(2) of the Bankruptcy Code, of the assumption of the executory contracts and unexpired leases assumed pursuant to Article 7.1 hereof, (ii) the approval, pursuant to Sections 365(a) and 1123(b)(2) of the
Bankruptcy Code, of the rejection of the executory contracts and unexpired leases rejected pursuant to Article 7.1 hereof, and (iii) the extension of time, pursuant to Section 365(d)(4) of the Bankruptcy Code, within which the Debtors may
assume, assume and assign, or reject any unexpired lease of nonresidential real property through the date of entry of an order approving the assumption, assumption and assignment, or rejection of such unexpired lease. The assumption by any of the
Debtors of an Assumed Contract shall be binding upon any and all parties to such Assumed Contract as a matter of law, and each such Assumed Contract shall be fully enforceable by Reorganized Biovest in accordance with its terms, except as modified
by the provisions of the Plan or an order of the Bankruptcy Court. 
  

	7.3	Inclusiveness. 


Unless otherwise specified on Exhibit C, each executory contract and unexpired lease listed or to be listed on Exhibit C
shall include all modifications, amendments, supplements, restatements, or other agreements made directly or indirectly by any agreement, instrument, or other document that in any manner affect such executory contract or unexpired lease, without
regard to whether such agreement, instrument or other document is listed on Exhibit C. 
  

	7.4	Cure of Defaults. 


Any lessor or other party to an Assumed Contract (except those lessors or other parties whose unexpired leases or executory contracts have
been previously assumed by a Final Order of the Bankruptcy Court) asserting a Cure Claim in connection with the assumption of any unexpired lease or executory contract under Article 7.1, as contemplated by Section 365(b) of the Bankruptcy Code,


  
 53 









 
must file such Cure Claim with the Bankruptcy Court on or before the Cure Claim Submission Deadline asserting all alleged amounts accrued or alleged defaults through the Effective Date. Any
lessor or other party to an Assumed Contract failing to file a Cure Claim by the Cure Claim Submission Deadline shall be forever barred from asserting, collecting or seeking to collect any amounts or defaults relating thereto against the Debtors or
Reorganized Biovest. Reorganized Biovest shall have ninety (90) days from the Effective Date to file an objection to any Cure Claim. Any disputed Cure Claims shall be resolved either consensually or by the Bankruptcy Court. Except as may
otherwise be agreed to by the parties, by no later than the 6 Month Anniversary Date, Reorganized Biovest shall cure any and all undisputed Cure Claims. All disputed Cure Claims shall be cured either within one hundred twenty (120) days after
the entry of a Final Order determining the amount, if any, of the Debtors’ liability with respect thereto or as may otherwise be agreed to by the parties. As of the date of the Plan, the Debtors do not believe there will be any Cure Claims.

  

	7.5	Claims under Rejected Executory Contracts and Unexpired Leases. 

 7.5.1 Unless otherwise ordered by the Bankruptcy Court, any Claim for damages arising by reason of the rejection of any executory contract or unexpired lease must be filed with the Bankruptcy Court on or
before the Bar Date for rejection damage Claims in respect of such rejected executory contract or unexpired lease or such Claim shall be forever barred and unenforceable against the Debtors or Reorganized Biovest. With respect to the Rejected
Contracts, the Bar Date for filing rejection damage and other Claims with the Bankruptcy Court shall be thirty (30) days after the Confirmation Date. The Plan and any other order of the Bankruptcy Court providing for the rejection of an
executory contract or unexpired lease shall constitute adequate and sufficient notice to Persons or Entities which may assert a Claim for damages from the rejection of an executory contract or unexpired lease of the Bar Date for filing a Claim in
connection therewith. 
 7.5.2 All Claims for damages from the rejection of an executory contract or unexpired lease, once fixed
and liquidated by the Bankruptcy Court and determined to be Allowed Claims, shall be Allowed Unsecured Claims in Class 8. 
  

	7.6	Insurance Policies. 


All of the Debtors’ insurance policies and any agreements, documents, or instruments relating thereto are treated as executory
contracts under the Plan. Nothing contained in the Plan shall constitute or be deemed a waiver of any Cause of Action that the Debtors or Reorganized Biovest may hold against any Person or Entity, including the insurers under any of the
Debtors’ insurance policies or under the D&O Policy. 
  

	7.7	Indemnification Rights. 

 Except for those indemnification agreements listed in Exhibit C attached to the Plan, all Claims for Indemnification Rights against the Debtors by an Indemnitee for defense and indemnification
shall be reinstated against Reorganized Biovest and rendered Unimpaired to the extent that such Indemnitee is entitled to defense or indemnification under applicable law, agreement or past policy of the Debtors, but only to the extent that any such
reinstated Claim for defense and indemnification in response to a claim against such Indemnitee is covered under any of the Debtors’ 

  
 54 









 
insurance policies, including the D&O Policy. The reinstated Claim against Reorganized Biovest, and Reorganized Biovest’s corresponding defense and indemnification obligation, shall not
be for any deductible or self-insured retention amount and shall not exceed the amount of available insurance coverage. 
  

	7.8	Existing Biovest Stock Options. 

 7.8.1 All of the grants of the Existing Biovest Stock Options and any agreements, documents, or instruments relating thereto are treated as executory contracts under the Plan. All of the holders of the
Existing Biovest Stock Options shall retain unaltered all of their legal, equitable and contractual rights thereunder, subject to the provisions set forth in Articles 7.8.2-7.8.4. 

7.8.2 Any Existing Biovest Stock Option granted Prepetition shall be exercisable by the holder thereof in accordance with the terms of
the original grant, but may not be exercised until after the 4 Month Anniversary Date. The sale of any shares of Reorganized Biovest Common Stock received upon the exercise of any such option shall be subject to any restrictions or limitations under
Rule 144(e) and Biovest’s insider trading restrictions and policies. 
 7.8.3 Any Existing Biovest Stock Option granted
Postpetition may not be exercised by the holder thereof until after the 12 Month Anniversary Date. Following the 12 Month Anniversary Date, any such option shall be exercisable in accordance with the terms of the original grant provided that one of
the following conditions has been satisfied following the Effective Date: (i) an aggregate of 8,000,000 shares of Reorganized Biovest Common Stock have traded at a price equal to or greater than $1.00 per share, or (ii) for a period of
ninety (90) consecutive Trading Days, the VWAP equals or exceeds $1.50 per share. If either of the conditions in subparagraph (i) or (ii) has not been satisfied by the 12 Month Anniversary Date, then any such option shall not be
exercisable thereafter until the first to occur of the following: (a) the satisfaction of either of the conditions in subparagraph (i) or (ii) above, or (b) the holder of any such option pays an exercise price to Reorganized
Biovest in an amount equal to the sum of (x) the exercise price stated in such option plus (y) an amount equal to the difference between $1.00 per share and the exercise price stated in such option. 

7.8.4. Notwithstanding the provisions of Articles 7.8.2 and 7.8.3, the holder of an Existing Biovest Stock Option may exercise such
option provided that the shares of Reorganized Biovest Common Stock issued upon such exercise are deposited into an escrow account controlled by Reorganized Biovest and cannot be sold or transferred until such time that such option would have
otherwise become exercisable under Article 7.8.2 or 7.8.3; provided, however, that this prohibition on transfer shall not prohibit the transfer of any such shares to a family member or to an Entity for the benefit of or controlled by a family member
as permitted by the terms of the applicable incentive stock option plan (provided that the family member or Entity agrees to be bound by the provisions of Article 7.8.2 or 7.8.3, as the case may be). 

 

	7.9	Existing Biovest Stock Warrants. 

 7.9.1 All of the Existing Biovest Stock Warrants are treated as executory contracts under the Plan. All of the holders of Existing Biovest Stock Warrants shall retain unaltered all of their legal,
equitable and contractual rights thereunder, subject to the provisions set forth in Articles 7.9.2 and 7.9.3. 

  
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 7.9.2 Any shares of
Reorganized Biovest Common Stock issued, upon exercise, to the holder of an Existing Biovest Stock Warrant may not be sold or transferred until after the 12 Month Anniversary Date; provided, however, that this prohibition on transfer shall not
prohibit the transfer of any such shares to a family member or to an Entity for the benefit of or controlled by a family member (provided that the family member or Entity agrees to be bound by the provisions of this Article 7.9.2). Any certificate
for such shares shall contain a legend thereon setting forth the foregoing provisions and restrictions. 
 7.9.3 Each Existing
Biovest Stock Warrant shall be deemed amended to eliminate any provisions that provide for a recalculation of the exercise price based on any subsequent sale or offering of Biovest Common Stock. 

ARTICLE 8 
 MEANS OF IMPLEMENTATION OF THE PLAN 
  

	8.1	General Overview of the Plan. 

 The Plan provides for the continued operation of the Debtors as Reorganized Debtors. If the Substantive Consolidation Motion is granted and the Plan is confirmed by the Bankruptcy Court, then, on the
Effective Date of the Plan, (a) the Properties of all of the Debtors’ Estates will be consolidated into one estate to be thereafter known as the Biovest Estate, (b) all of the Class 13 Subsidiary Equity Interests will be deemed
cancelled, annulled, extinguished and surrendered without any further action by any party and will be of no further force and effect, and (c) Reorganized Biovest will thereafter manage the Biovest Estate and implement the terms of the Plan,
including making Distributions of Cash to Holders of Allowed Claims and issuing the Plan Shares. 
 The Plan provides for Cash
payments to Holders of Allowed Claims and, in certain instances, the issuance of designated amounts of the Reorganized Biovest Common Stock to certain Holders of Allowed Claims, all as more particularly described in Articles 3 and 5 of the Plan. In
addition, each Holder of an Allowed Class 12 Equity Interest on the Effective Date will be deemed to receive one (1) share of Reorganized Biovest Common Stock for each share of Existing Biovest Common Stock held by such Holder as of the
Effective Date, subject to dilution of such Holder’s percentage ownership interest in Reorganized Biovest as a result of the issuance of the other Plan Shares. 
 The Plan shall be implemented on the Effective Date, and the primary source of the funds necessary to implement the Plan initially will be the Cash of Reorganized Biovest, including funds to be received
from the Exit Financing. At the present time, the Debtors believe that Reorganized Biovest will have sufficient funds, as of the Effective Date, to pay in full the expected payments required under the Plan to the Holders of Allowed Administrative
Expense Claims (including Allowed Administrative Expense Claims of Professionals), Allowed Secured Tax Claims in Class 5, and Allowed Unsecured Convenience Claims in Class 9. Cash payments to be made under the Plan after the Effective Date to the
Holders of Allowed Priority Tax Claims and Allowed Claims in Classes 1, 2, 4, 6, 7, 8, and 11 will be derived from the operations of Reorganized Biovest or from any new capital or financing raised by Reorganized Biovest, in each case as shown in the
Projections. 

  
 56 









  

	8.2	Effective Date Actions. 

 8.2.1 Subject to the approval of the Bankruptcy Court and the satisfaction or waiver of the conditions precedent to the occurrence of the Effective Date contained in Article 11.2 of the Plan, on or as of
the Effective Date, the Plan shall be implemented, the substantive consolidation of the Liabilities and Properties of each of the Debtors shall occur on the terms set forth in Article 10.2 of the Plan, and the following actions shall thereafter
immediately occur: 
  

	 	8.2.1.1	the Closing shall occur under the Laurus/Valens Settlement Documents; 

  

	 	8.2.1.2	Reorganized Biovest shall make the Initial Distribution as provided in Article 9.1 of the Plan; 


 

	 	8.2.1.3	Reorganized Biovest shall execute and deliver the Plan Notes and the Security Documents in accordance with the provisions of the Plan; 


 

	 	8.2.1.4	All of the Class 10 Intercompany Claims and the Class 13 Subsidiary Equity Interests shall automatically be deemed cancelled, annulled, extinguished and surrendered
without any further action by any party and shall be of no further force and effect; 

  

	 	8.2.1.5	The Reorganized Biovest Charter shall be filed with the Office of the Secretary of State of the State of Delaware; 


 

	 	8.2.1.6	Subject to Article 8.2.1.5, Reorganized Biovest shall issue and distribute the Plan Shares in accordance with the provisions of the Plan; 


 

	 	8.2.1.7	The Biovest Estate shall be automatically substituted for the Debtors as a party to all contested matters, adversary proceedings, administrative proceedings and
lawsuits, both within and outside of the Bankruptcy Court, involving the Debtors’ Properties, Claims against the Debtors, the Causes of Action, and the resolution of Disputed Claims; and 


 

	 	8.2.1.8	Reorganized Biovest shall carry out its other Effective Date responsibilities under the Plan, including the execution and delivery of all documentation contemplated by
the Plan and the Plan Documents. 

  

	8.3	Vesting of Property of the Estates in Reorganized Biovest. 

 On the Effective Date, after giving effect to substantive consolidation as provided in Article 10.2 of the Plan, and except as otherwise expressly provided in the Plan, all Property of the Estates
(including the Causes of Action and any net operating losses) shall vest in Reorganized Biovest free and clear of any and all Liens, Debts, obligations, Claims, Cure Claims, Liabilities, Equity Interests, and all other interests of every kind and
nature except the Permitted Liens, and the Confirmation 

  
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Order shall so provide. The Reorganized Debtors intend to preserve net operating losses to the maximum extent permitted under applicable law. As of the Effective Date, Reorganized Biovest may
operate its businesses and use, acquire, and dispose of its Properties, free of any restrictions of the Bankruptcy Code or the Bankruptcy Rules, other than those restrictions expressly imposed by the Plan and the Confirmation Order. All privileges
with respect to the Property of the Debtors’ Estates, including the attorney/client privilege, to which the Debtors are entitled shall automatically vest in, and may be asserted by or waived on behalf of, Reorganized Biovest. 

 

	8.4	Continued Corporate Existence; Dissolution. 

 8.4.1 Biovest will continue to exist after the Effective Date as a separate corporate entity, with all of the powers of a corporation under the Delaware General Corporation Law and pursuant to its
certificate of incorporation and bylaws or other organizational documents in effect prior to the Effective Date, except to the extent such certificate of incorporation and bylaws or other organizational documents are amended or amended and restated
as provided in the Plan or the Confirmation Order, without prejudice to any right to terminate such existence (whether by merger, dissolution or otherwise) under applicable law after the Effective Date. 

8.4.2 By no later than the 6 Month Anniversary Date, Reorganized Biovest shall file articles or certificates of dissolution of Biovax,
AutovaxID, Biolender, and Biolender II, and shall take all other actions necessary or appropriate to effect the dissolution of Biovax and AutovaxID as corporations under the laws of the State of Florida and the dissolution of Biolender and Biolender
II as limited liability companies under the laws of the State of Delaware. All applicable regulatory or governmental agencies shall take all steps necessary to allow and effect the prompt dissolution of the Biovest Subsidiaries as provided herein,
without the payment of any fee, tax or charge and without the need for the filing of reports or certificates. The Confirmation Order shall contain appropriate language authorizing or incorporating this dissolution procedure. 

 

	8.5	Corporate Action. 


All matters provided for under the Plan involving the corporate structure of the Debtors or the Reorganized Debtors, or any corporate
action to be taken by or required of the Debtors or the Reorganized Debtors, including all action taken to approve the Reorganized Biovest Charter and the Reorganized Biovest Bylaws, shall, as of the Effective Date, be deemed to have occurred and be
effective as provided herein, and shall be authorized and approved in all respects without any requirement for further action by the stockholders or directors of the Debtors or the Reorganized Debtors. 

 

	8.6	Boards of Directors and Executive Officers of the Reorganized Debtors. 


8.6.1 Subject to any requirement of Bankruptcy Court approval pursuant to Section 1129(a)(5) of the Bankruptcy Code, as of the
Effective Date, the executive officers and directors of the Debtors immediately prior to the Effective Date shall be deemed to be the executive officers and directors of the Reorganized Debtors without any further action by any party. Pursuant to
Section 1129(a)(5) of the Bankruptcy Code, the Debtors have disclosed, in the Disclosure Statement, the identity and affiliation of any individual proposed to serve as an initial director or executive officer of Reorganized Biovest and, to the
extent such individual is an insider other than by virtue of being a director, the nature of any compensation for such individual. 

  
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 8.6.2. On and after
the Effective Date, the operations of each of the Reorganized Debtors shall continue to be the responsibility of its Board of Directors. Each director of each of the Reorganized Debtors shall serve from and after the Effective Date until his or her
successor is duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the applicable articles or certificate of incorporation and bylaws or other organizational documents of such
Reorganized Debtor. Each executive officer of each of the Reorganized Debtors shall serve from and after the Effective Date until his or her successor is duly appointed and qualified or until his or her earlier death, resignation or removal in
accordance with the applicable articles or certificate of incorporation and bylaws or other organizational documents of such Reorganized Debtor. 
 8.6.3 From and after the Confirmation Date, the Board of Directors and executive officers of each of the Debtors and the Reorganized Debtors, as the case may be, shall have all powers accorded by law to
put into effect and carry out the Plan and the Confirmation Order. 
 8.6.4 To the extent that, as of the Effective Date, any of
the Debtors has in place employment, indemnification and other agreements with its directors, officers and employees who will continue in such capacities after the Effective Date, such agreements shall remain in place after the Effective Date, and
the Reorganized Debtors will continue to honor such agreements, except as otherwise provided in the Plan. Such agreements may include equity, bonus and other incentive plans in which directors, officers and other employees of the Reorganized Debtors
may be eligible to participate, including the Existing Biovest Stock Options. 
  

	8.7	Amendment and Restatement of Certificate of Incorporation and Bylaws of Biovest. 


8.7.1 The Board of Directors of Biovest shall take such action as may be necessary to cause the certificate of incorporation of Biovest to
be amended and restated (a) if applicable, to authorize a sufficient number of shares of Reorganized Biovest Common Stock necessary to meet (i) the requirements set forth in the Plan as to the issuance of the Plan Shares, and (ii) the
obligations of Reorganized Biovest under the Existing Biovest Stock Options and the Existing Biovest Stock Warrants, (b) to contain any provisions as may be required in order that such certificate of incorporation is consistent with the
provisions of the Plan, the Bankruptcy Code, the Confirmation Order, and the Laurus/Valens Settlement Documents, and (c) to provide, pursuant to Section 1123(a)(6) of the Bankruptcy Code, for a provision prohibiting the issuance of
non-voting equity securities, but only to the extent required by Section 1123(a)(6). 
 8.7.2 The bylaws of Biovest shall
be amended and restated as necessary to satisfy the provisions of the Plan and the Laurus/Valens Settlement Documents (as amended and restated, the “Reorganized Biovest Bylaws”). 

8.7.3 To the extent necessary, the Confirmation Order shall include appropriate language approving the Reorganized Biovest Charter and
the Reorganized Biovest Bylaws. The Reorganized Biovest Charter and the Reorganized Biovest Bylaws shall be the charter and bylaws governing 

  
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Reorganized Biovest on and after the Effective Date, subject to any right to amend the foregoing as permitted by applicable law as such right may be limited by the terms of the Reorganized
Biovest Charter and the Reorganized Biovest Bylaws. 
  

	8.8	Issuance of Reorganized Biovest Common Stock. 

 Reorganized Biovest shall issue and distribute, in accordance with the provisions of the Plan, shares of Reorganized Biovest Common Stock to those Entities entitled to receive the Plan Shares hereunder.
Exhibit F attached hereto sets forth a pro forma recapitalization of Reorganized Biovest after giving effect to the maximum possible issuance of shares of Reorganized Biovest Common Stock under the terms of the Plan as of the Effective Date
(excluding the DIP Lender Plan Shares), the Laurus/Valens Settlement Documents, the Existing Biovest Stock Options, and the Existing Biovest Stock Warrants. 
  

	8.9	Exemptions from Securities Laws. 

 General. Pursuant to Section 1125(e) of the Bankruptcy Code, any Person that solicits the acceptance or rejection of a plan, in good faith and in compliance with the applicable
provisions of the Bankruptcy Code, or that participates, in good faith and in compliance with the applicable provisions of the Bankruptcy Code, in the offer, issuance, sale, or purchase of a Security, offered or sold under the plan, of the debtor,
is not liable, on account of such solicitation or participation, for violation of any applicable law, rule, or regulation governing the solicitation of acceptance or rejection of a plan or the offer, issuance, sale, or purchase of Securities.

 Issuance of Reorganized Biovest Common Stock under the Plan. Section 1145(a) of the Bankruptcy Code
exempts from registration under the Securities Act and under equivalent state securities or “blue sky” laws (a) the offer or sale under a plan of reorganization of a Security of a debtor, of an affiliate participating in a joint plan
with a debtor, or of a successor of a debtor under a plan, if such offer or sale is either (i) in exchange for a claim against, an interest in, or a claim for an administrative expense in the bankruptcy case concerning, the debtor or such
affiliate, or (ii) “principally in such exchange and partly for cash or property”, or (b) the offer of a Security through any warrant, option, right to subscribe, or conversion privilege that was sold in the manner specified in
subparagraph (a) above, or the sale of a Security upon the exercise of such a warrant, option, right to subscribe, or conversion privilege. The Debtors believe that the offer and issuance of the Plan Notes and the Plan Shares in exchange for
Claims and Equity Interests under the Plan satisfy the requirements of Section 1145(a) of the Bankruptcy Code and that such transactions, therefore, are exempt from registration under federal and state securities laws. The Confirmation Order
will include a finding and conclusion to the effect that such offer and issuance fall within the exemptions from registration under the Securities Act and state and local securities laws pursuant to Section 1145 of the Bankruptcy Code.

 Subsequent Transfers of Plan Shares. 
 Plan Shares Issued Pursuant to Section 1145 Exemption. The Plan Shares may be freely transferred by most recipients thereof, and all resales of and subsequent transactions for
the Plan Shares are exempt from registration under federal and state securities laws, unless the holder is an “underwriter” with respect to the Plan Shares. Section 1145(b)(1) of the Bankruptcy Code defines four types of
“underwriters”: 
 (i) an Entity that purchases a claim against, an interest in, or a claim for an
administrative expense in the bankruptcy case concerning, the debtor, if such purchase is with a view to distribution of any Security received or to be received in exchange for such a claim or interest; 

  
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 (ii) an
Entity that offers to sell Securities offered or sold under a bankruptcy plan for the holders of such Securities; 
 (iii) an Entity that offers to buy Securities offered or sold under a bankruptcy plan from the holders of such Securities, if the offer to buy is (x) with a view to distribution of such Securities,
and (y) under an agreement made in connection with the plan, with the consummation of the plan, or with the offer or sale of Securities under the plan; and 
 (iv) an Entity that is an “issuer” with respect to such Securities, as the term “issuer” is defined in Section 2(11) of the Securities Act. 

Under Section 2(11) of the Securities Act, an “issuer” includes any person directly or indirectly controlling or
controlled by the issuer, or any person under direct or indirect common control with the issuer. “Control” (as such term is defined in Rule 405 of Regulation C under the Securities Act) means the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. Accordingly, an officer or director of a reorganized debtor (or its affiliate or
successor) under a plan of reorganization may be deemed to “control” such debtor (and therefore be an underwriter for purposes of Section 1145), particularly if such management position is coupled with the ownership of a significant
percentage of the debtor’s (or affiliate’s or successor’s) voting securities. Moreover, the legislative history of Section 1145 of the Bankruptcy Code suggests that a creditor who owns at least 10% of the securities of a
reorganized debtor may be presumed to be a “control person.” 
 To the extent that Persons deemed to be
“underwriters” receive Plan Shares pursuant to the Plan, resales of such Plan Shares by such Persons would not be exempted by Section 1145(a) of the Bankruptcy Code from registration under the Securities Act or other applicable law.
Persons deemed to be underwriters, however, may be able to sell such Plan Shares without registration subject to the provisions of Rule 144 under the Securities Act as discussed below. 

Plan Shares Held by Underwriters. Holders of Plan Shares who are deemed to be “underwriters” within the meaning
of Section 1145(b)(1) of the Bankruptcy Code or who may otherwise be deemed to be “affiliates” of, or to exercise “control” over, Reorganized Biovest within the meaning of Rule 405 of Regulation C under the Securities Act,
may, in addition to any other exemptions that may be available under federal and state securities laws, under certain circumstances, be able to sell their Plan Shares pursuant to the more limited safe harbor resale provisions of Rule 144 under the
Securities Act. Generally, Rule 144 provides that, if certain conditions are met (e.g., volume limitations, manner of sale, availability of current information about 

  
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the issuer, etc.), specified persons who resell such securities and are “affiliates” of the issuer of the securities sought to be resold will not be deemed to be
“underwriters” as defined in Section 2(11) of the Securities Act. 
 The foregoing summary discussion regarding
Section 1145 of the Bankruptcy Code is general in nature and has been included in the Plan solely for informational purposes. Although the Plan Shares will become freely tradable by most recipients thereof as described above, it should be noted
that there can be no assurance that an active trading market for the Reorganized Biovest Common Stock will develop or, if developed, that it will continue. Accordingly, no assurance can be given concerning the actual market for the Plan Shares or a
Person’s ability to sell the Plan Shares at any particular time. The Debtors do not make any representations concerning, and do not provide any opinion or advice with respect to, the securities law and bankruptcy law matters described above. In
view of the uncertainty concerning the availability of exemptions from the registration requirements of the Securities Act and equivalent state securities or “blue sky” laws to a recipient of Plan Shares who may be deemed to be an
“underwriter” (within the meaning of Section 1145(b)(1) of the Bankruptcy Code) and/or an “affiliate” of, or a person who exercises “control” over, Reorganized Biovest under applicable federal and state securities
laws, the Debtors encourage each Person who is to receive Plan Shares pursuant to the Plan to consider carefully and consult with its own legal advisor(s) with respect to such (and any related) matters. 

 

	8.10	SEC Public Reports. 


The Biovest Common Stock is registered under the Exchange Act. Section 13(a) of the Exchange Act requires that Biovest file with the
SEC annual reports on Form 10-K and quarterly reports on Form 10-Q. Following the Petition Date, Biovest voluntarily ceased filing certain required reports with the SEC, including its annual reports on Form 10-K for the 2008 and 2009 fiscal years
and its quarterly reports on Form 10-Q for the 2009 fiscal year and the first quarter of the 2010 fiscal year. On July 8, 2010, Biovest filed all of the foregoing reports with the SEC. On August 16, 2010, Biovest filed with the SEC its
Form 10-Q Quarterly Report for the fiscal quarter ended June 30, 2010. As a result of the foregoing, Biovest is considered current in its SEC filings as of the date of the Plan. Each of the above-referenced reports can be accessed on the
Internet at www.sec.gov or on Biovest’s website at www.biovest.com. 
  

	8.11	Section 1146 Exemption. 

 Pursuant to Section 1146(a) of the Bankruptcy Code, the issuance, distribution, transfer or exchange of any Security (including the Reorganized Biovest Common Stock), or the making, delivery or
recording of any instrument of transfer, pursuant to, in implementation of or as contemplated by the Plan or any Plan Document or the Laurus/Valens Settlement Documents, or the vesting, re-vesting, transfer or sale of any Property of, by or in the
Debtors or their Estates or Reorganized Biovest pursuant to, in implementation of or as contemplated by the Plan or any Plan Document or the Laurus/Valens Settlement Documents, or any transaction arising out of, contemplated by or in any way related
to the foregoing, shall not be subject to any document recording tax, stamp tax, conveyance fee, intangible or similar tax, mortgage tax, stamp act, real estate transfer tax, mortgage recording tax, Uniform Commercial Code filing or recording fee,
or other similar tax or governmental assessment, and the appropriate state or local governmental 

  
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officials or agents shall be, and hereby are, directed to forego the collection of any such tax or governmental assessment and to accept for filing and recording any of the foregoing instruments
or other documents without the payment of any such tax or governmental assessment. 
  

	8.12	Pursuit of Causes of Action. 

 8.12.1 On the Effective Date, the Causes of Action shall be vested in Reorganized Biovest, except to the extent a Creditor or other third party has been specifically released from any Cause of Action by
the terms of the Plan or by a Final Order of the Bankruptcy Court. Reorganized Biovest will have the right, in its sole and absolute discretion, to pursue, not pursue, settle, release or enforce any Causes of Action without seeking any approval from
the Bankruptcy Court except as provided in Article 8.13. The Debtors are currently not in a position to express an opinion on the merits of any of the Causes of Action or on the recoverability of any amounts as a result of any such Causes of Action.
For purposes of providing notice, the Debtors state that any party in interest that engaged in business or other transactions with the Debtors Prepetition or that received payments from the Debtors Prepetition may be subject to litigation to the
extent that applicable bankruptcy or non-bankruptcy law supports such litigation. Reorganized Biovest will fund the costs and expenses (including legal fees) to pursue the Causes of Action. 

8.12.2 No Creditor or other party should vote for the Plan or otherwise rely on the Confirmation of the Plan or the entry of the
Confirmation Order in order to obtain, or on the belief that it will obtain, any defense to any Cause of Action. No Creditor or other party should act or refrain from acting on the belief that it will obtain any defense to any Cause of Action.
ADDITIONALLY, THE PLAN DOES NOT, AND IS NOT INTENDED TO, RELEASE ANY CAUSES OF ACTION OR OBJECTIONS TO CLAIMS, AND ALL SUCH RIGHTS ARE SPECIFICALLY RESERVED IN FAVOR OF REORGANIZED BIOVEST. Creditors are advised that legal rights, claims and rights
of action the Debtors may have against them, if they exist, are retained under the Plan for prosecution unless a Final Order of the Bankruptcy Court authorizes the Debtors to release such claims. As such, Creditors are cautioned not to rely on
(i) the absence of the listing of any legal right, claim or right of action against a particular Creditor in the Disclosure Statement, the Plan, or the Schedules, or (ii) the absence of litigation or demand prior to the Effective Date of
the Plan as any indication that the Debtors or Reorganized Biovest do not possess or do not intend to prosecute a particular claim or Cause of Action if a particular Creditor votes to accept the Plan. It is the expressed intention of the Plan to
preserve rights, objections to Claims, and rights of action of the Debtors, whether now known or unknown, for the benefit of Reorganized Biovest. A Cause of Action shall not, under any circumstances, be waived as a result of the failure of the
Debtors to describe such Cause of Action with specificity in the Plan or in the Disclosure Statement; nor shall Reorganized Biovest, as a result of such failure, be estopped or precluded under any theory from pursuing such Cause of Action. Nothing
in the Plan operates as a release of any of the Causes of Action. 
 8.12.3 The Debtors do not presently know the full extent of
the Causes of Action and, for purposes of voting on the Plan, all Creditors are advised that Reorganized Biovest will have substantially the same rights that a Chapter 7 trustee would have with respect to the Causes of Action. Accordingly, neither a
vote to accept the Plan by any Creditor nor the entry of the Confirmation Order will act as a release, waiver, bar or estoppel of any Cause of Action against such 

  
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Creditor or any other Person or Entity, unless such Creditor, Person or Entity is specifically identified by name as a released party in the Plan, in the Confirmation Order, or in any other Final
Order of the Bankruptcy Court. Confirmation of the Plan and entry of the Confirmation Order is not intended to and shall not be deemed to have any res judicata or collateral estoppel or other preclusive effect that would precede,
preclude, or inhibit prosecution of such Causes of Action following Confirmation of the Plan. 
 8.12.4 At this time, the
Debtors believe the Causes of Action consist primarily of (i) the Avoidance Actions, and (ii) the Rosensweig Adversary Proceeding. Because the Plan is premised on the Debtors’ solvency and provides for payment in full of all Allowed
Claims of Creditors, with interest, at the present time, the Debtors anticipate that no Avoidance Actions will be pursued. 

8.12.5 The Debtors and Reorganized Biovest reserve all rights under Section 506(c) of the Bankruptcy Code with respect to any and
all Secured Claims. 
 8.12.6 The Biovest Estate shall remain open, even if the Biovest Bankruptcy Cases shall have been closed,
as to any and all Causes of Action until such time as the Causes of Action have been fully administered and the Causes of Action Recoveries have been received by Reorganized Biovest. 

 

	8.13	Prosecution and Settlement of Claims and Causes of Action. 

 Reorganized Biovest (a) may commence or continue in any appropriate court or tribunal any suit or other proceeding for the enforcement of any Cause of Action which the Debtors had or had power to
assert immediately prior to the Effective Date, and (b) may settle or adjust such Cause of Action. From and after the Effective Date, Reorganized Biovest shall be authorized, pursuant to Bankruptcy Rule 9019 and Section 105(a) of the
Bankruptcy Code, to compromise and settle any Cause of Action or objection to a Claim in accordance with the following procedures, which shall constitute sufficient notice in accordance with the Bankruptcy Code and the Bankruptcy Rules for
compromises and settlements: (i) if the resulting settlement provides for settlement of a Cause of Action or objection to a Claim originally asserted in an amount equal to or less than $50,000.00, then Reorganized Biovest may settle the Cause
of Action or objection to Claim and execute necessary documents, including a stipulation of settlement or release, subject to notifying the United States Trustee and counsel to Laurus/Valens of the terms of the settlement agreement; provided,
however, that if the United States Trustee or counsel to Laurus/Valens indicates its approval or does not provide Reorganized Biovest with an objection to the proposed settlement within ten (10) days after it receives notice of such settlement
in writing, then Reorganized Biovest shall be authorized to accept and consummate the settlement; and provided further, however, that if a timely written objection is made by the United States Trustee or counsel to Laurus/Valens to the proposed
settlement, then the settlement may not be consummated without approval of the Bankruptcy Court in accordance with Bankruptcy Rule 9019; and (ii) if the resulting settlement involves a Cause of Action or objection to a Claim originally asserted
in an amount exceeding $50,000.00, then Reorganized Biovest shall be authorized and empowered to settle such Cause of Action or objection to Claim only upon Bankruptcy Court approval in accordance with Bankruptcy Rule 9019 and after notice to the
Notice Parties. 

  
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	8.14	Effectuating Documents; Further Transactions. 

 Prior to the Effective Date, each of the chief executive officer, president, chief financial officer, or secretary of the Debtors (and, on and after the Effective Date, each of the chief executive
officer, president, chief financial officer, or secretary of the Reorganized Debtors) shall be authorized to execute, deliver, file, or record such contracts, instruments, releases, mortgages, and other agreements or documents, including the
Laurus/Valens Settlement Documents, the Plan Notes and the Security Documents, and take such actions as may be necessary or appropriate, to effectuate and further evidence the terms and conditions of the Plan or to otherwise comply with applicable
law. 
  

	8.15	Cancellation of Existing Loan Documents and Agreements. 

 On the Effective Date, except as otherwise expressly provided in the Plan, (a) all notes, bonds, indentures, debentures or other instruments or documents evidencing or creating any indebtedness or
obligations of the Debtors with respect to Claims in Classes 1 through 11 shall be deemed cancelled, and (b) the obligations of the Debtors under any such notes, bonds, indentures, debentures or other instruments or documents evidencing or
creating any indebtedness or obligations of the Debtors with respect to Claims in Classes 1 through 11 shall be discharged. 
  

	8.16	Exit Financing. 


On or as soon as reasonably practicable following the Effective Date, Reorganized Biovest will obtain new financing (the “Exit
Financing”) in an amount ranging from $3 million to $15 million. Subject to any mandatory prepayment requirements under the Laurus/Valens Term A Notes, Reorganized Biovest intends to utilize the proceeds of the Exit Financing to provide
additional working capital to conduct its operations following the Effective Date and to fund, to the extent necessary, certain Cash payments required to be made under the Plan on or shortly after the Effective Date. The Exit Financing will be
structured as a private placement equity offering through the sale to institutional and/or accredited investors of Reorganized Biovest Common Stock combined with warrants to purchase shares of Reorganized Biovest Common Stock. A more detailed
discussion of the Exit Financing is contained in the section of the Disclosure Statement entitled “SUMMARY OF THE PLAN—Exit Financing.” 
  

	8.17	Exclusivity Period. 


The Debtors will retain the exclusive right to amend or modify the Plan, and to solicit acceptances of any amendments to or modifications
of the Plan, through and until the Effective Date. 
  

	8.18	Dissolution of the Committee. 

 The Committee shall continue in existence until the later of (i) the 1 Month Anniversary Date or (ii) the Initial Distribution Date. Thereafter, the Committee shall be deemed dissolved and the
members of the Committee shall be deemed discharged from all rights, duties and liabilities arising from, or related to, the Bankruptcy Cases. 

  
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 ARTICLE 9

 PROVISIONS GOVERNING DISTRIBUTIONS 

 

	9.1	Initial Distribution. 

 As soon as reasonably practicable (as determined by Reorganized Biovest) after the Effective Date, Reorganized Biovest shall (i) make the Distributions required under the Plan to Holders of Allowed
Administrative Expense Claims (including Allowed Administrative Expense Claims of Professionals) and Allowed Claims in Classes 5 and 9; provided, however, that the Distributions as to Allowed Administrative Expense Claims of Professionals shall be
made no more than ten (10) days after the Effective Date; and (ii) issue the Plan Shares to the Holders of Allowed Claims in Classes 2, 3, 4, 6, 7, and 8 as required by the terms of the Plan ((i) and (ii), collectively, the
“Initial Distribution”). Thereafter, Reorganized Biovest shall make additional Distributions to Holders of Allowed Claims as and when required by the terms of the Plan. 

 

	9.2	Execution and Delivery of Plan Notes and Security Documents. 

 On the Effective Date or the Determination Date, as the case may be, Reorganized Biovest shall execute and deliver the Plan Notes and the Security Documents. 

 

	9.3	Determination of Claims. 

 9.3.1 From and after the Effective Date, Reorganized Biovest shall have the exclusive authority to, and shall, file, settle, compromise, withdraw, or litigate to judgment all objections to Claims. Except
as to any late-filed Claims and Claims resulting from the rejection of executory contracts or unexpired leases, if any, all objections to Claims shall be filed with the Bankruptcy Court by no later than ninety (90) days following the Effective
Date (unless such period is extended by the Bankruptcy Court upon motion of the Debtors or Reorganized Biovest), and the Confirmation Order shall contain appropriate language to that effect. Holders of Unsecured Claims that have not filed such
Claims on or before the Bar Date shall serve the Notice Parties with any request to the Bankruptcy Court for allowance to file late Unsecured Claims. If the Bankruptcy Court grants the request to file a late Unsecured Claim, such Unsecured Claim
shall be treated in all respects as a Class 8 Unsecured Claim. Objections to late-filed Claims and Claims resulting from the rejection of executory contracts or unexpired leases shall be filed on the later of (a) ninety (90) days following
the Effective Date or (b) the date sixty (60) days after Reorganized Biovest receives actual notice of the filing of such Claim. 
 9.3.2 Notwithstanding any authority to the contrary, an objection to a Claim shall be deemed properly served on the Holder of the Claim if the Debtors or Reorganized Biovest, as the case may be, effect
service in any of the following manners: (a) in accordance with Federal Rule of Civil Procedure 4, as modified and made applicable by Bankruptcy Rule 7004, (b) to the extent counsel for the Holder of a Claim is unknown, by first class
mail, postage prepaid, on the signatory on the Proof of Claim or other representative identified on the Proof of Claim or any attachment thereto, or (c) by first class mail, postage prepaid, on any counsel that has filed a notice of appearance
in the Bankruptcy Cases on behalf of the Holder of a Claim. 

  
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 9.3.3 Disputed Claims
shall be fixed or liquidated in the Bankruptcy Court as core proceedings within the meaning of 28 U.S.C. § 157(b)(2)(B) unless the Bankruptcy Court orders otherwise. If the fixing or liquidation of a contingent or unliquidated Claim would
cause undue delay in the administration of the Bankruptcy Cases, such Claim shall be estimated by the Bankruptcy Court for purposes of allowance and Distribution. The Debtors or Reorganized Biovest may, at any time, request that the Bankruptcy Court
estimate any contingent or unliquidated Claim pursuant to Section 502(c) of the Bankruptcy Code regardless of whether the Debtors or Reorganized Biovest previously objected to such Claim or whether the Bankruptcy Court has ruled on any such
objection. The Bankruptcy Court shall retain jurisdiction to estimate any Claim at any time during litigation concerning any objection to any Claim, including during the pendency of any appeal relating to any such objection. In the event that the
Bankruptcy Court estimates any contingent or unliquidated Claim, such estimated amount will constitute either the Allowed Amount of such Claim or a maximum limitation on such Claim, as determined by the Bankruptcy Court. If the estimated amount
constitutes a maximum limitation on such Claim, the Debtors or Reorganized Biovest may elect to pursue any supplemental proceedings to object to any ultimate allowance of such Claim. The determination of Claims in Estimation Hearings shall be
binding for purposes of establishing the maximum amount of the Claim for purposes of allowance and Distribution. All of the aforementioned Claims objection, estimation and resolution procedures are cumulative and not exclusive of one another.
Procedures for specific Estimation Hearings, including provisions for discovery, shall be set by the Bankruptcy Court giving due consideration to applicable Bankruptcy Rules and the need for prompt determination of the Disputed Claim. 

 

	9.4	Distributions as to Allowed Claims in Classes 8 and 11. 

 9.4.1 Each Holder of an Allowed Unsecured Claim in Class 8 who elects Option A and each Holder of an Allowed Claim in Class 11 shall receive a Cash Distribution, on the applicable Distribution Date, in
the amount provided for in Article 5 of the Plan. 
 9.4.2 Notwithstanding any provision herein to the contrary, no Distribution
shall be made to the Holder of a Disputed Claim in Class 8 or in Class 11 unless and until such Disputed Claim becomes an Allowed Claim. At such time that such Disputed Claim becomes an Allowed Class 8 Claim or an Allowed Class 11 Claim, the Holder
of such Allowed Class 8 Claim or Allowed Class 11 Claim shall receive the Distribution to which such Holder is then entitled under the Plan. 
 9.4.3 Notwithstanding any provision herein to the contrary, if, on any applicable Distribution Date, the Holder of a Class 8 Claim or a Class 11 Claim is subject to a proceeding against it by Reorganized
Biovest under Section 502(d) of the Bankruptcy Code, then Reorganized Biovest (in its sole discretion) may withhold a Distribution to such Holder until the final resolution of such proceeding. 

9.4.4 Distributions to a Holder of an Allowed Claim in Class 8 or Class 11 shall be made at the address of such Holder set forth in the
Schedules or on the books and records of the Debtors or Reorganized Biovest at the time of the Distribution, unless Reorganized Biovest has been notified in writing of a change of address, including by the filing of a Proof of Claim or statement
pursuant to Bankruptcy Rule 3003 by such Holder that contains an address for such Holder different than the address for such Holder as set forth in the Schedules. Reorganized Biovest shall not be liable for any Distribution sent to the address of
record of a Holder in the absence of the written change thereof as provided herein. 

  
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	9.5	Unclaimed Distributions. 

 9.5.1 If the Holder of an Allowed Claim fails to negotiate a check for a Distribution issued to such Holder within sixty (60) days of the date such check was issued, then Reorganized Biovest shall
provide written notice to such Holder stating that, unless such Holder negotiates such check within thirty (30) days of the date of such notice, the amount of Cash attributable to such check shall be deemed to be unclaimed, such Holder shall be
deemed to have no further Claim in respect of such check, such Holder’s Allowed Claim shall no longer be deemed to be Allowed, and such Holder shall not be entitled to participate in any further Distributions under the Plan in respect of such
Claim. 
 9.5.2 If a check for a Distribution made pursuant to the Plan to any Holder of an Allowed Claim is returned to
Reorganized Biovest due to an incorrect or incomplete address for the Holder of such Allowed Claim, and no claim is made in writing to Reorganized Biovest as to such check within sixty (60) days of the date such Distribution was made, then the
amount of Cash attributable to such check shall be deemed to be unclaimed, such Holder shall be deemed to have no further Claim in respect of such check, such Holder’s Allowed Claim shall no longer be deemed to be Allowed, and such Holder shall
not be entitled to participate in any further Distributions under the Plan in respect of such Claim. 
 9.5.3 Any unclaimed
Distribution as described above sent by Reorganized Biovest shall become the property of Reorganized Biovest. 
 9.5.4 If a
stock certificate for Reorganized Biovest Common Stock distributed to the Holder of an Allowed Claim pursuant to the Plan is returned to Reorganized Biovest or the Transfer Agent due to an incorrect or incomplete address for the recipient, and no
claim is made in writing to Reorganized Biovest or the Transfer Agent as to such stock certificate within ninety (90) days of the date such stock certificate was distributed, then the number of shares of Reorganized Biovest Common Stock
evidenced by such stock certificate shall be deemed to be unclaimed and such recipient shall be deemed to have no further rights in respect of such stock certificate or the shares of Reorganized Biovest Common Stock evidenced thereby. 

 

	9.6	Transfer of Claim. 


In the event that the Holder of any Claim shall transfer such Claim on and after the Effective Date, such Holder shall immediately advise
Reorganized Biovest in writing of such transfer and provide sufficient written evidence of such transfer. Reorganized Biovest shall be entitled to assume that no transfer of any Claim has been made by any Holder unless and until Reorganized Biovest
shall have received written notice to the contrary. Each transferee of any Claim shall take such Claim subject to the provisions of the Plan and to any request made, waiver or consent given or other action taken hereunder and, except as otherwise
expressly provided in such notice, Reorganized Biovest shall be entitled to assume conclusively that the transferee named in such notice shall thereafter be vested with all rights and powers of the transferor under the Plan. 

  
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	9.7	One Distribution Per Holder. 

 If the Holder of a Claim holds more than one Claim in any one Class, all Claims of such Holder in such Class shall be aggregated and deemed to be one Claim for purposes of Distribution hereunder, and only
one Distribution shall be made with respect to the single aggregated Claim. 
  

	9.8	Effect of Pre-Confirmation Distributions. 

 Nothing in the Plan shall be deemed to entitle the Holder of a Claim that received, prior to the Effective Date, full or partial payment of such Holder’s Claim, by way of settlement or otherwise,
pursuant to an order of the Bankruptcy Court, provision of the Bankruptcy Code, or other means, to receive a duplicate payment in full or in part pursuant to the Plan; and all such full or partial payments shall be deemed to be payments made under
the Plan for purposes of satisfying the obligations of the Debtors or Reorganized Biovest to such Holder under the Plan. 
  

	9.9	No Interest on Claims. 

 Except as expressly stated in the Plan or otherwise Allowed by a Final Order of the Bankruptcy Court, no Holder of an Allowed Claim shall be entitled to the accrual of Postpetition Interest or the payment
of Postpetition Interest, penalties, or late charges on account of such Allowed Claim for any purpose. Additionally, and without limiting the foregoing, interest shall not accrue or be paid on any Disputed Claim in respect of the period from the
Effective Date to the date a Disputed Claim becomes an Allowed Claim. 
  

	9.10	Determination of Voting and Distribution Rights of Holders of Equity Interests. 


9.10.1 All proofs of Equity Interests filed by Holders of Equity Interests to evidence Equity Interests shall be deemed disallowed, and
the stock register that is maintained by the Transfer Agent shall be deemed to constitute good and sufficient evidence of the existence, amount, and Holders of Equity Interests. 

9.10.2 At the close of business on the Record Date, the Transfer Agent’s stock transfer ledgers regarding the Equity Interests shall
close for the purpose of voting on the Plan. The Debtors shall not have any obligation to recognize any transfers of Equity Interests occurring during the period from the Record Date until the Voting Deadline, but shall be entitled instead to
recognize and deal with, for purposes of voting on the Plan, only those Holders of Equity Interests reflected on the books of the Transfer Agent as of the close of business on the Record Date. 

9.10.3 In the event that a dispute with respect to the voting or distribution rights of the Holder of any Equity Interest exists as of
the Record Date or as of the Effective Date, the Debtors or any other party in interest may apply to the Bankruptcy Court for a determination of such dispute. 
  

	9.11	Fractional Shares. 


The Distribution of shares of Reorganized Biovest Common Stock as provided in the Plan may mathematically entitle the recipient to a
fractional share of Reorganized Biovest Common 

  
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Stock. Notwithstanding any provision in the Plan to the contrary, payments of fractions of shares of Reorganized Biovest Common Stock shall not be made and shall be deemed to be zero. No
consideration (Cash or otherwise) shall be provided in lieu of fractional shares that are deemed to be zero. 
  

	9.12	Certain Restrictions on Stock Transfers. 

 Any shares of Reorganized Biovest Common Stock issued to the Holder of an Allowed Claim in Classes 4, 6, 7, and 8, who is also a holder of at least five percent (5%) of the issued and outstanding
shares of Reorganized Biovest Common Stock, shall be subject to the following provisions: (a) any restrictions or limitations under Rule 144(e), (b) a limit on the sale of such shares in any ninety (90) day period to that number of
such shares equal to one percent (1%) of the issued and outstanding shares of Reorganized Biovest Common Stock, (c) a prohibition on the sale of any such shares for a period of one hundred twenty (120) days following any debt or
equity raise by Reorganized Biovest of less than $10,000,000.00, and (d) a prohibition on the sale of any such shares for a period of one hundred eighty (180) days following any debt or equity raise by Reorganized Biovest of $10,000,000.00
or more. The Debtors do not believe that any Class 8 Unsecured Creditor will be subject to the provisions of this Article 9.12. Any certificate for shares of Reorganized Biovest Common Stock issued under the Plan to a holder of at least five percent
(5%) of the issued and outstanding shares of Reorganized Biovest Common Stock shall contain a legend thereon setting forth the foregoing provisions and restrictions. 

 

	9.13	Compliance with Tax Requirements. 

 In connection with the Plan, Reorganized Biovest shall comply with all tax withholding and reporting requirements imposed by federal, state, local and foreign taxing authorities, and all Distributions
hereunder shall be subject to such withholding and reporting requirements. Notwithstanding the above, each Holder of an Allowed Claim that is to receive a Distribution under the Plan shall have the 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. 
 ARTICLE 10 
 SUBSTANTIVE CONSOLIDATION OF THE DEBTORS’
ESTATES 
  

	10.1	Request for Substantive Consolidation. 

 The Plan will serve as, and will be deemed to be, a motion by the Debtors for the entry of an order approving the substantive consolidation (the “Substantive Consolidation Motion”) of the
Liabilities and Properties of each of the Debtors, subject to the occurrence of the Effective Date. Confirmation of the Plan shall constitute approval of the Substantive Consolidation Motion by the Bankruptcy Court, and the Confirmation Order shall
contain findings supporting and conclusions providing for substantive consolidation of the Debtors on the terms set forth in Article 10.2 below. 

  
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	10.2	Effect of Substantive Consolidation.  

 As a result of the substantive consolidation of the Liabilities and Properties of each of the Debtors, (a) the Biovest Bankruptcy Cases shall be consolidated into the Bankruptcy Case of Biovest as a
single consolidated case; (b) all Property of the Estate of each Debtor shall be deemed to be Property of the Biovest Estate; (c) all Claims against each Estate shall be deemed to be Claims against the Biovest Estate, any Proof of Claim
filed against one or more of the Debtors shall be deemed to be a single Claim filed against the Biovest Estate, all duplicate Proofs of Claim for the same Claim filed against more than one Debtor shall be deemed expunged, and all duplicate Claims
for the same Claim scheduled against more than one Debtor shall be deemed expunged; (d) all Intercompany Claims shall be deemed cancelled, annulled and extinguished, and no Distributions under the Plan shall be made on account of the
Intercompany Claims; (e) all guarantees by one Debtor of the obligations of any other Debtor shall be deemed cancelled, annulled and extinguished, and no Distributions under the Plan shall be made on account of Claims based upon such
guarantees; and (f) for purposes of determining the availability of the right of setoff under Section 553 of the Bankruptcy Code, each of the Debtors shall be treated as one consolidated entity so that, subject to the other provisions of
Section 553 of the Bankruptcy Code, debts due to one Debtor may be set off against the debts of the other Debtor. Substantive consolidation shall not merge or otherwise affect the separate legal existence of each Debtor, other than with respect
to Distribution rights under the Plan; substantive consolidation shall have no effect on valid, enforceable and unavoidable Liens, except for Liens that secure a Claim that is eliminated by virtue of substantive consolidation and Liens against
Collateral that are extinguished by virtue of substantive consolidation; and substantive consolidation shall not have the effect of creating a Claim in a Class different from the Class in which a Claim would have been placed in the absence of
substantive consolidation. 
 ARTICLE 11 
 CONDITIONS PRECEDENT TO CONFIRMATION 
 OF THE PLAN AND THE EFFECTIVE
DATE 
  

	11.1	Conditions Precedent to Confirmation of the Plan. 

 The following are conditions precedent to Confirmation of the Plan, each of which may be waived by the Debtors: 
 11.1.1 The Bankruptcy Court shall have made such findings and determinations regarding the Plan as shall enable the entry of the Confirmation Order in a manner consistent with the provisions of the Plan.

 11.1.2 The Bankruptcy Court shall have made such findings and determinations regarding the Accentia Plan as shall enable the
entry of the Accentia Confirmation Order in a manner consistent with the provisions of the Accentia Plan. 
 11.1.3 The
Bankruptcy Court shall have agreed to enter an order granting the Substantive Consolidation Motion and providing for the substantive consolidation of the Debtors’ Estates as of the Effective Date in accordance with Article 10.2 of the Plan
(such order may be the Confirmation Order). 

  
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	11.2	Conditions Precedent to the Effective Date. 

 The Plan shall not be consummated and the Effective Date shall not occur unless each of the following conditions has been satisfied following the Confirmation Date or waived by the Debtors: 

11.2.1 The Confirmation Order shall be a Final Order. 
 11.2.2 The Accentia Confirmation Order shall be a Final Order and all of the conditions precedent to the effective date of the Accentia Plan shall have been satisfied or waived by the Accentia Debtors.

 11.2.3 All conditions precedent to the Closing under the Laurus/Valens Settlement Documents shall have been satisfied or
waived in accordance with the terms thereof. 
 11.2.4 All conditions precedent to the closing of the Exit Financing shall have
been satisfied or waived in accordance with the terms thereof. 
 11.2.5 Each Plan Document shall be in form and substance
reasonably acceptable to the Debtors. 
  

	11.3	Notice of the Effective Date. 

 Promptly following the satisfaction, or the waiver by the Debtors, of all of the conditions set forth in Article 11.2, the Debtors shall file a notice (the “Effective Date Notice”) with
the Bankruptcy Court designating the Effective Date. The Debtors shall serve the Effective Date Notice on all of the Notice Parties. 
 ARTICLE 12 
 DISCHARGE, EXCULPATION FROM LIABILITY, RELEASE,

 AND GENERAL INJUNCTION 
  

	12.1	Discharge of Claims. 

 Except as otherwise expressly provided in the Plan or in the Confirmation Order, the Confirmation Order shall operate as a discharge, pursuant to Section 1141(d) of the Bankruptcy Code, to the
fullest extent permitted by applicable law, as of the Effective Date, of the Debtors and their Estates and the Reorganized Debtors from any and all Debts of and Claims of any nature whatsoever against the Debtors that arose at any time prior to the
Effective Date, including any and all Claims for principal and interest, whether accrued before, on or after the Petition Date. Except as otherwise expressly provided in the Plan or in the Confirmation Order, but without limiting the generality of
the foregoing, on the Effective Date, the Debtors and their Estates and the Reorganized Debtors, and their respective successors or assigns, shall be discharged, to the fullest extent 

  
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permitted by applicable law, from any Claim or Debt that arose prior to the Effective Date and from any and all Debts of the kind specified in Section 502(g), 502(h), or 502(i) of the
Bankruptcy Code, whether or not (a) a Proof of Claim based on such Debt was filed pursuant to Section 501 of the Bankruptcy Code, (b) a Claim based on such Debt is an Allowed Claim pursuant to Section 502 of the Bankruptcy Code,
or (c) the Holder of a Claim based on such Debt has voted to accept the Plan. As of the Effective Date, except as otherwise expressly provided in the Plan or in the Confirmation Order, all Persons and Entities, including all Holders of Claims
or Equity Interests, shall be forever precluded and permanently enjoined to the fullest extent permitted by applicable law from asserting directly or indirectly against the Debtors or their Estates or the Reorganized Debtors, or any of their
respective successors and assigns, or the assets or Properties of any of them, any other or further Claims, Debts, rights, causes of action, remedies, or Liabilities based upon any act, omission, document, instrument, transaction, event, or other
activity of any kind or nature that occurred prior to the Effective Date or that occurs in connection with implementation of the Plan, including any action or proceeding which may be brought pursuant to the Securities Act or the Exchange Act, and
the Confirmation Order shall contain appropriate injunctive language to that effect. As of the Effective Date, Holders of Equity Interests shall have no rights arising from or relating to such Equity Interests, except as otherwise expressly provided
in the Plan. In accordance with the foregoing, except as otherwise expressly provided in the Plan or in the Confirmation Order, the Confirmation Order shall be a judicial determination of the discharge or termination of all such Claims and other
Debts and Liabilities against the Debtors, pursuant to Sections 524 and 1141 of the Bankruptcy Code, to the fullest extent permitted by applicable law, and such discharge shall void any judgment obtained against the Debtors, at any time, to the
extent that such judgment relates to a discharged or terminated Claim, Liability, or Debt. Notwithstanding the foregoing, Reorganized Biovest shall remain obligated to make payments to Holders of Allowed Claims and issue shares of Reorganized
Biovest Common Stock as required pursuant to the Plan. 
  

	12.2	Exculpation from Liability. 

 The Debtors and their respective Postpetition directors and officers, the Professionals for the Debtors (acting in such capacity), the Committee and its members, the Professionals for the Committee
(acting in such capacity), and the DIP Lender (collectively, the “Exculpated Parties”) shall neither have nor incur any liability whatsoever to any Person or Entity for any act taken or omitted to be taken in good faith in
connection with or related to the formulation, preparation, dissemination, or confirmation of the Plan, the Disclosure Statement, any Plan Document, the Exit Financing, the Laurus/Valens Settlement, or any contract, instrument, release, or other
agreement or document created or entered into, or any other act taken or omitted to be taken, in connection with the Plan or the Bankruptcy Cases, in each case for the period on and after the Petition Date and through the Effective Date; provided,
however, that this exculpation from liability provision shall not be applicable to any liability found by a court of competent jurisdiction to have resulted from fraud or the willful misconduct or gross negligence of any such party. With respect to
Professionals, the foregoing exculpation from liability provision shall also include claims of professional negligence arising from the services provided by such Professionals during the Bankruptcy Cases. Any such claims shall be governed by the
standard of care otherwise applicable to the standard of negligence claims outside of bankruptcy. The rights granted under this Article 12.2 are cumulative with (and not restrictive of) any and all rights, remedies, and benefits that the Exculpated
Parties have or obtain pursuant to any provision of the Bankruptcy Code or other applicable law. In furtherance of the foregoing, the Exculpated Parties shall have the 

  
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fullest protection afforded under Section 1125(e) of the Bankruptcy Code and all applicable law from liability for violation of any applicable law, rule or regulation governing the
solicitation of acceptance or rejection of a plan or the offer, issuance, sale or purchase or securities, including the Plan Notes and the Plan Shares. This exculpation from liability provision is an integral part of the Plan and is essential to its
implementation. Notwithstanding anything to the contrary contained herein, the provisions of this Article 12.2 shall not release, or be deemed a release of, any of the Causes of Action. 

 

	12.3	Release. 

 On the
Effective Date, the Debtors, the Reorganized Debtors, the Committee, the DIP Lender, and any and all Holders of Claims and Equity Interests shall release unconditionally and hereby are deemed to release unconditionally the Debtors’ Postpetition
directors and officers, the members of the Committee, and the Professionals (collectively, the “Released Parties”) from any and all claims, obligations, suits, judgments, damages, losses, rights, remedies, causes of action, charges,
costs, debts, indebtedness, or liabilities whatsoever, whether known or unknown, foreseen or unforeseen, existing or hereafter arising, in law, equity or otherwise, based in whole or in part upon any act or omission, transaction, event or other
occurrence taking place between the Petition Date and the Effective Date, which is in any way relating to the Debtors, the Bankruptcy Cases, any Property of the Debtors, the business or operations of the Debtors, the Exit Financing, any Plan
Documents, the Plan, the Laurus/Valens Settlement, or any of the transactions contemplated thereby; provided, however, that this release provision shall not be applicable to any liability found by a court of competent jurisdiction to have resulted
from fraud or the willful misconduct or gross negligence of any such party. With respect to Professionals, the foregoing exclusion from this release provision shall also include claims of professional negligence arising from the services provided by
such Professionals during the Bankruptcy Cases. Any such claims shall be governed by the standard of care otherwise applicable to the standard of negligence claims outside of bankruptcy. The Confirmation Order shall enjoin the prosecution by any
Person or Entity, whether directly, derivatively or otherwise, of any such claim, obligation, suit, judgment, damage, loss, right, remedy, cause of action, charge, cost, debt, indebtedness, or liability which arose or accrued during such period or
was or could have been asserted against any of the Released Parties, except as otherwise provided in the Plan or in the Confirmation Order. Each of the Released Parties shall have the right to independently seek enforcement of this release
provision. This release provision is an integral part of the Plan and is essential to its implementation. Notwithstanding anything to the contrary contained herein, the provisions of this Article 12.3 shall not release, or be deemed a release of,
any of the Causes of Action. 
  

	12.4	General Injunction. 


Pursuant to Sections 105, 1123, 1129 and 1141 of the Bankruptcy Code, in order to preserve and implement the various transactions
contemplated by and provided for in the Plan, as of the Effective Date, except as otherwise expressly provided in the Plan or in the Confirmation Order, all Persons or Entities that have held, currently hold or may hold a Claim, Debt, or Liability
that is discharged or terminated pursuant to the terms of the Plan are and shall be permanently enjoined and forever barred to the fullest extent permitted by law from taking any of the following actions on account of any such discharged or
terminated Claims, Debts, or Liabilities, other than actions brought to enforce any rights or obligations under the Plan or the Plan Documents: (a) commencing or continuing in any manner any action or other proceeding against the Debtors or the
Reorganized 

  
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Debtors or their respective Properties; (b) enforcing, attaching, collecting or recovering in any manner any judgment, award, decree or order against the Debtors or the Reorganized Debtors
or their respective Properties; (c) creating, perfecting or enforcing any Lien or encumbrance against the Debtors or the Reorganized Debtors or their respective Properties; (d) asserting a setoff, right of subrogation or recoupment of any
kind against any debt, liability or obligation due to the Debtors or the Reorganized Debtors; (e) commencing or continuing, in any manner or in any place, any action that does not comply with or is inconsistent with the provisions of the Plan
or the Confirmation Order; or (f) interfering with or in any manner whatsoever disturbing the rights and remedies of the Debtors or the Reorganized Debtors under the Plan and the Plan Documents and the other documents executed in connection
therewith. The Debtors and the Reorganized Debtors shall have the right to independently seek enforcement of this general injunction provision. This general injunction provision is an integral part of the Plan and is essential to its implementation.
Notwithstanding anything to the contrary contained herein, the provisions of this Article 12.4 shall not release, or be deemed a release of, any of the Causes of Action. 

 

	12.5	Term of Certain Injunctions and Automatic Stay. 

 12.5.1 All injunctions or automatic stays for the benefit of the Debtors pursuant to Sections 105, 362 or other applicable provisions of the Bankruptcy Code, or otherwise provided for in the Bankruptcy
Cases, and in existence on the Confirmation Date, shall remain in full force and effect following the Confirmation Date and until the Final Decree Date, unless otherwise ordered by the Bankruptcy Court. 

12.5.2 With respect to all lawsuits pending in courts in any jurisdiction (other than the Bankruptcy Court) that seek to establish the
Debtors’ liability on Prepetition Claims asserted therein and that are stayed pursuant to Section 362 of the Bankruptcy Code, such lawsuits shall be deemed dismissed as of the Effective Date, unless the Debtors affirmatively elect to have
the Debtors’ liability established by such other courts, and any pending motions seeking relief from the automatic stay for purposes of continuing any such lawsuits in such other courts shall be deemed denied as of the Effective Date, and the
automatic stay shall continue in effect, unless the Debtors affirmatively elect to have the automatic stay lifted and to have the Debtors’ liability established by such other courts; and the Prepetition Claims at issue in such lawsuits shall be
determined and either Allowed or disallowed in whole or part by the Bankruptcy Court pursuant to the applicable provisions of the Plan, unless otherwise elected by the Debtors as provided herein. 

 

	12.6	No Liability for Tax Claims. 

 Unless a taxing Governmental Unit has asserted a Claim against the Debtors before the Governmental Unit Bar Date or Administrative Expense Claim Bar Date established therefor, no Claim of such
Governmental Unit shall be Allowed against the Debtors, the Reorganized Debtors or their respective directors, officers, employees or agents for taxes, penalties, interest, additions to tax or other charges arising out of (i) the failure, if
any, of the Debtors, any of their Affiliates, or any other Person or Entity to have paid tax or to have filed any tax return (including any income tax return or franchise tax return) in or for any prior year or period, or (ii) an audit of any
return for a period before the Petition Date. 

  
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	12.7	Regulatory or Enforcement Actions. 

 Nothing in this Plan shall restrict any federal government regulatory agency from pursuing any regulatory or police enforcement action or performing its statutory duties against any Person or Entity in
any forum, but only to the extent not prohibited by the automatic stay of Section 362 of the Bankruptcy Code or discharged or enjoined pursuant to Section 524 or 1141(d) of the Bankruptcy Code. Nothing contained in this Article 12.7 is
intended to, nor shall it, supersede or alter any applicable provisions of the Bankruptcy Code. 
 ARTICLE 13

 RETENTION OF JURISDICTION 

 

	13.1	General Retention. 


Notwithstanding the entry of the Confirmation Order and the occurrence of the Effective Date, until the Biovest Bankruptcy Cases are
closed, the Bankruptcy Court shall retain the fullest and most extensive jurisdiction of the Biovest Bankruptcy Cases that is permitted by applicable law, including that necessary to ensure that the purposes and intent of the Plan are carried out
provided, however, that notwithstanding anything to the contrary contained in this Article 13, following the Closing Date, the state and/or federal courts in the State of New York will have jurisdiction over the Laurus/Valens Settlement Documents.

  

	13.2	Specific Purposes. 


In addition to the general retention of jurisdiction set forth in Article 13.1, after Confirmation of the Plan and until the Biovest
Bankruptcy Cases are closed, the Bankruptcy Court shall retain jurisdiction of the Biovest Bankruptcy Cases for the following specific purposes. 
 13.2.1 to allow, disallow, determine, liquidate, classify, estimate or establish the priority or secured or unsecured status of any Claim or Equity Interest, including the resolution of any application
for an Administrative Expense Claim, and to determine any and all objections to the allowance or priority of Claims or Equity Interests; 
 13.2.2 to determine any and all cases, controversies, suits or disputes arising under or relating to the Biovest Bankruptcy Cases, the Plan or the Confirmation Order (including regarding the effect of any
release, exculpation from liability, discharge, limitation of liability, or injunction provisions provided for herein or affected hereby and regarding whether the conditions precedent to the consummation and/or Effective Date of the Plan have been
satisfied); 
 13.2.3 to determine any and all applications for allowance of compensation of Professionals and reimbursement of
expenses under Section 330, 331 or 503(b) of the Bankruptcy Code arising out of or relating to the Biovest Bankruptcy Cases; provided, however, that this retention of jurisdiction shall not require prior Bankruptcy Court approval of the payment
of fees and reimbursement of expenses of Professionals incurred after the Effective Date unless an objection to such fees and expenses has been made by Reorganized Biovest; 

  
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 13.2.4 to determine
any and all motions pending as of the date of the Confirmation Hearing (including pursuant to the Plan) for the rejection, assumption, or assignment of executory contracts or unexpired leases to which the Debtors are a party or with respect to which
the Debtors may be liable, and to determine the allowance of any Claims resulting from the rejection thereof or any Cure Claims; 
 13.2.5 to determine any and all motions, applications, adversary proceedings (including the Rosensweig Adversary Proceeding), contested or litigated matters, Causes of Action, and any other matters
involving the Debtors or Reorganized Biovest commenced in connection with, or arising during, the Biovest Bankruptcy Cases and pending on the Effective Date, including approval of proposed settlements thereof; 

13.2.6 to enforce, interpret and administer the terms and provisions of the Plan and the Plan Documents; 

13.2.7 to modify any provisions of the Plan to the fullest extent permitted by the Bankruptcy Code and the Bankruptcy Rules; 

13.2.8 to consider and act on the compromise and settlement of any Claim against or Equity Interest in the Debtors or their respective
Estates; 
 13.2.9 to assure the performance by Reorganized Biovest of its obligations under the Plan; 

13.2.10 to correct any defect, cure any omission, reconcile any inconsistency or make any other necessary changes or modifications in or
to the Disclosure Statement, the Plan, the Plan Documents, the Confirmation Order, or any exhibits or schedules to the foregoing, as may be necessary or appropriate to carry out the purposes and intent of the Plan, including the adjustment of the
date(s) of performance under the Plan in the event the Effective Date does not occur as provided herein so that the intended effect of the Plan may be substantially realized thereby; 

13.2.11 to resolve any disputes concerning any release or exculpation of, or limitation of liability as to, a non-debtor (including any
Professional) hereunder or the injunction against acts, employment of process or actions against such non-debtor (including any Professional) arising hereunder; 
 13.2.12 to enforce all orders, judgments, injunctions and rulings entered in connection with the Biovest Bankruptcy Cases; 
 13.2.13 to enter such orders as may be necessary or appropriate to implement or consummate the provisions of the Plan and all contracts, instruments, releases, indentures and other agreements or documents
created in connection with the Plan, the Disclosure Statement or the Confirmation Order, including the Plan Documents; 

  
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 13.2.14 to review and
approve any sale or transfer of assets or Property by the Debtors or the Reorganized Debtors, including prior to or after the date of the Plan, and to determine all questions and disputes regarding such sales or transfers; 

13.2.15 to determine all questions and disputes regarding title to the assets or Property of the Debtors, the Estates, the Biovest
Estate, or the Reorganized Debtors; 
 13.2.16 to determine any and all matters, disputes and proceedings relating to the Causes
of Action, whether arising before or after the Effective Date; 
 13.2.17 to determine any motions or contested matters
involving taxes, tax refunds, tax attributes, tax benefits and similar or related matters with respect to the Debtors arising on or prior to the Effective Date or arising on account of transactions contemplated by the Plan; 

13.2.18 to resolve any determinations which may be requested by the Debtors or Reorganized Biovest of any unpaid or potential tax
liability or any matters relating thereto under Sections 505 and 1146 of the Bankruptcy Code, including tax liability or such related matters for any taxable year or portion thereof ending on or before the Effective Date; 

13.2.19 to issue injunctions, enter and implement other orders or take such other actions as may be necessary or appropriate to restrain
interference by any Person or Entity with consummation, implementation or enforcement of the Plan or the Confirmation Order; 

13.2.20 to enter and implement such orders as are necessary or appropriate if the Confirmation Order is for any reason modified, stayed,
reversed, revoked or vacated; 
 13.2.21 to determine any other matters that may arise in connection with or relating to the
Plan, the Disclosure Statement, the Confirmation Order or the Plan Documents; 
 13.2.22 to enter such orders as are necessary
to implement and enforce the injunctions described herein; 
 13.2.23 to enforce the obligations of any purchaser of any
Property of the Debtors; 
 13.2.24 to enter an order on the Substantive Consolidation Motion or any other motion filed by the
Debtors to seek substantive consolidation of some or all of the Debtors; 
 13.2.25 to adjudicate any and all disputes or issues
arising from or relating to the distribution of the Reorganized Biovest Common Stock, including any dispute or issue regarding the application of Section 1145 of the Bankruptcy Code; 

13.2.26 to determine such other matters and for such other purposes as may be provided for in the Confirmation Order or as may from time
to time be authorized under the provisions of the Bankruptcy Code or any other applicable law; and 
 13.2.27 to enter an order
concluding and terminating the Biovest Bankruptcy Cases. 

  
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	13.3	Closing of the Biovest Bankruptcy Cases. 

 In addition to the retention of jurisdiction set forth in Articles 13.1 and 13.2, the Bankruptcy Court shall retain jurisdiction of the Biovest Bankruptcy Cases to enter an order reopening the Biovest
Bankruptcy Cases after they have been closed. 
 ARTICLE 14 

MODIFICATION OF PLAN AND CONFIRMATION OVER OBJECTIONS 

 

	14.1	Modification of Plan. 

 14.1.1 The Debtors may modify the Plan at any time prior to the entry of the Confirmation Order provided that the Plan, as modified, and the Disclosure Statement meet applicable Bankruptcy Code and
Bankruptcy Rules requirements. Specifically, the Debtors may modify the Plan under this Article 14.1.1 to satisfy any requirements under Section 1145 of the Bankruptcy Code, including to shorten the term of any of the Plan Notes, with the
consent of the Committee, and any such modifications shall be deemed non-material and to not materially adversely affect the interests, rights, or treatment of any Class of Claims or Equity Interests under the Plan. 

14.1.2 After the entry of the Confirmation Order, the Debtors (prior to the Effective Date) or Reorganized Biovest (on and after the
Effective Date) may modify the Plan to remedy any defect or omission herein, or to reconcile any inconsistencies between the Plan and the Confirmation Order, as may be necessary to carry out the purposes and effects of the Plan, provided that
(a) the Debtors or Reorganized Biovest (as the case may be) obtain Bankruptcy Court approval for such modification, after notice to the Notice Parties and a hearing, and (b) such modification does not materially adversely affect the
interests, rights, or treatment of any Class of Claims or Equity Interests under the Plan. 
 14.1.3 After the entry of the
Confirmation Order and before substantial consummation of the Plan, the Debtors (prior to the Effective Date) or Reorganized Biovest (on and after the Effective Date) may modify the Plan in a way that materially adversely affects the interests,
rights, or treatment of a Class of Claims or Equity Interests, provided that (a) the Plan, as modified, meets applicable Bankruptcy Code requirements, (b) the Debtors or Reorganized Biovest (as the case may be) obtain Bankruptcy Court
approval for such modification, after notice to the Notice Parties and the Class of Claims or Equity Interests materially adversely affected and a hearing, (c) such modification is accepted by (i) at least two-thirds in dollar amount, and
more than one-half in number, of the Allowed Claims actually voting in each Class of Claims adversely affected by such modification or (ii) at least two-thirds in amount of Allowed Equity Interests actually voting in each Class of Equity
Interests adversely affected by such modification, and (d) the Debtors or Reorganized Biovest (as the case may be) comply with Section 1125 of the Bankruptcy Code with respect to the Plan, as modified. 

14.1.4 Notwithstanding anything to the contrary contained in this Article 14.1 or elsewhere in the Plan, the Plan may not be altered,
amended or modified without the written consent of the Debtors (prior to the Effective Date) or Reorganized Biovest (on and after the Effective Date) and Laurus/Valens. 

  
 79 









  

	14.2	Confirmation Over Objections. 

 In the event any Impaired Class of Claims or Equity Interests votes against the Plan, and the Plan is not revoked or withdrawn in accordance with Article 15.2, the Debtors hereby request, and shall be
allowed, to modify the terms of the Plan to effect a “cramdown” on such dissenting Class by (a) restructuring the treatment of any Class on terms consistent with Section 1129(b)(2)(B) of the Bankruptcy Code, or (b) deleting
distributions to all Classes at or below the level of the objecting Class, or reallocating such distributions, until such impaired senior Classes are paid in accordance with the absolute priority rule of Section 1129(b) of the Bankruptcy Code.
The Debtors may make such modifications or amendments to the Plan and such modifications or amendments shall be filed with the Bankruptcy Court and served on all parties in interest entitled to receive notice prior to the Confirmation Hearing. No
such modifications shall require any resolicitation of acceptances as to the Plan by any Class of Claims or Equity Interests unless the Bankruptcy Court shall require otherwise. Notwithstanding any provision of the Plan to the contrary, the Debtors
reserve any and all rights they may have to challenge the validity, perfection, priority, scope and extent of any Liens in respect to any Secured Claims and the amount of any Secured Claims, the Holders of which have not accepted the Plan.

 ARTICLE 15 
 MISCELLANEOUS PROVISIONS 
  

	15.1	No Admissions. 


The Plan provides for the resolution, settlement and compromise of Claims against and Equity Interests in the Debtors. Nothing herein
shall be construed to be an admission of any fact or otherwise binding upon the Debtors in any manner prior to the Effective Date. 
  

	15.2	Revocation or Withdrawal of the Plan. 

 The Debtors reserve the right to revoke or withdraw the Plan prior to the Confirmation Date. If the Debtors revoke or withdraw the Plan, or if Confirmation of the Plan does not occur, then the Plan shall
be deemed null and void in all respects and nothing contained in the Plan shall be deemed to (a) constitute a waiver or release of any Claims against, or Equity Interests in, the Debtors or any other Person, or (b) prejudice in any manner
the rights of the Debtors or any other Person in any further proceedings involving the Debtors. 
  

	15.3	Standard for Approval of the Bankruptcy Court. 

 In the event any of the matters described herein are brought for approval before the Bankruptcy Court, then any such approval shall mean the entry of an order by the Bankruptcy Court approving the matter
using the standards for approval of similar matters by a Chapter 11 debtor in possession. 

  
 80 









  

	15.4	Further Assurances. 


Each of the Debtors and Reorganized Biovest agree, and are hereby authorized, to execute and deliver any and all papers, documents,
contracts, agreements and instruments which may be necessary to carry out and implement the terms and conditions of the Plan. 
  

	15.5	Headings. 

 The
headings and table of contents used in the Plan are for convenience and reference only and shall not constitute a part of the Plan for any other purpose or in any manner affect the construction of the provisions of the Plan. 

 

	15.6	Notices. 

 All notices, requests or other communications in connection with, or required to be served by, the Plan shall be in writing and shall be sent by United States first class mail, postage prepaid, or by
overnight delivery by a recognized courier service, and addressed as follows: (i) if to the Debtors or Reorganized Biovest, Biovest International, Inc., Attn: Samuel S. Duffey, 324 South Hyde Park Avenue, Suite 350, Tampa, Florida 33606, with a
copy to Charles A. Postler, Esq., Stichter, Riedel, Blain & Prosser, P.A., 110 East Madison Street, Suite 200, Tampa, Florida 33602, (ii) if to Laurus/Valens, c/o Stuart Komrower, Esq., Cole, Schotz, Meisel, Forman & Leonard,
P.A., 25 Main Street, Hackensack, New Jersey 07601 and Robert B. Glenn, Glenn Rasmussen Fogarty & Hooker, P.A., 100 S. Ashley Drive, Suite 1300, Tampa, Florida 33602, and (iii) if to the Committee, c/o Adam H. Friedman, Esq., Olshan
Grundman Frome Rosenzwieg & Wolosky, LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022 and Paul J. Battista, Esq., Genovese Joblove & Battista, P.A., 100 S.E. Second Street, 44th Floor, Miami, Florida 33131. Copies of all notices under the Plan to any party shall be given to each of the parties
listed above contemporaneously with the giving of such notice. Any of the parties listed above may change the person or address to whom or to which notices are to be given hereunder by filing a written instrument to that effect with the Bankruptcy
Court. Notwithstanding anything to the contrary contained in the Plan, no notice shall be required hereunder to the Committee if it is no longer in existence. 
  

	15.7	Governing Law. 


Except to the extent that federal law (including the Bankruptcy Code or the Bankruptcy Rules) is applicable, or where the Plan or the
provision of any contract, instrument, release, indenture or other agreement or document entered into in connection with the Plan provides otherwise, the rights and obligations arising under the Plan shall be governed by, and construed and enforced
in accordance with, the laws of the State of Florida, without giving effect to the principles of conflicts of law thereof. Notwithstanding anything to the contrary contained in the Plan, all of the Laurus/Valens Settlement Documents (except for the
DIP Lender Subordination Agreement) will be governed by the laws of the State of New York. 

  
 81 









  

	15.8	Limitation on Allowance. 

 No attorneys’ fees, punitive damages, penalties, exemplary damages, or interest shall be paid with respect to any Claim or Equity Interest except as otherwise expressly provided in the Plan or as
Allowed by a Final Order of the Bankruptcy Court. 
  

	15.9	Estimated Claims. 


To the extent any Claim is estimated for any purpose other than for voting on the Plan, then in no event shall such Claim be Allowed in an
amount greater than the estimated amount. 
  

	15.10	Consent to Jurisdiction. 

 Upon any default under the Plan, the Debtors and Reorganized Biovest consent to the jurisdiction of the Bankruptcy Court and agree that the Bankruptcy Court shall be the preferred forum for all
proceedings relating to any such default. 
 By accepting any Distribution under or in connection with the Plan, by filing any
Proof of Claim, by filing any Administrative Expense Claim or Cure Claim, by voting on the Plan, by reason of being served with notice of the filing of the Bankruptcy Cases or the Confirmation Hearing, or by entering an appearance in the Bankruptcy
Cases, Creditors, Holders of Equity Interests and other parties in interest, including foreign Creditors and foreign parties in interest, have consented, and shall be deemed to have expressly consented, to the jurisdiction of the Bankruptcy Court
for all purposes with respect to any and all matters relating to, arising under or in connection with the Debtors, the Plan or the Bankruptcy Cases, including the matters and purposes set forth in Article 13 of the Plan. The Bankruptcy Court shall
maintain jurisdiction to the fullest extent allowed under applicable law over all matters set forth in Article 13 of the Plan. 
  

	15.11	Setoffs. 

 Subject
to the limitations provided in Section 553 of the Bankruptcy Code, Reorganized Biovest may, but shall not be required to, set off against any Claim and any Distribution to be made pursuant to the Plan in respect of such Claim, claims of any
nature whatsoever the Debtors or Reorganized Biovest may have against the Holder of such Claim, but neither the failure to do so nor the allowance of any Claim hereunder shall constitute a waiver or release by Reorganized Biovest of any such claim
that the Debtors or Reorganized Biovest may have against the Holder of such Claim. 
  

	15.12	Successors and Assigns. 

 The rights, benefits, duties and obligations of any Person or Entity named or referred to in the Plan shall be binding upon, and shall inure to the benefit of, any heir, executor, administrator, successor
or assign of such Person or Entity. 

  
 82 









  

	15.13	Modification of Payment Terms. 

 Reorganized Biovest reserves the right to modify the treatment of any Allowed Claim, as provided in Section 1123(a)(4) of the Bankruptcy Code, at any time after the Effective Date, upon the consent
of the Holder of such Allowed Claim. 
  

	15.14	Entire Agreement. 


The Plan and the Plan Documents set forth the entire agreement and undertakings relating to the subject matter thereof and supersede all
prior discussions and documents. No Person or Entity shall be bound by any terms, conditions, definitions, warranties, understandings, or representations with respect to the subject matter thereof, other than as expressly provided for therein or as
may hereafter be agreed to by such Person or Entity in writing. 
  

	15.15	Severability of Plan Provisions. 

 If, prior to Confirmation of the Plan, any term or provision of the Plan is held by the Bankruptcy Court to be invalid, void or unenforceable, the Bankruptcy Court, at the request of the Debtors, shall
have the power to alter or interpret such term or provision to make it valid or enforceable to the maximum extent practicable, consistent with the original purpose of the term or provision held to be invalid, void or unenforceable, and such term or
provision shall then be applicable as altered or interpreted. Notwithstanding any such holding, alteration or interpretation, the remainder of the terms and provisions of the Plan will remain in full force and effect and will in no way be affected,
impaired or invalidated by such holding, alteration or interpretation. The Confirmation Order shall constitute a judicial determination and shall provide that each term or provision of the Plan, as it may have been altered or interpreted in
accordance with the foregoing, is valid and enforceable. 
  

	15.16	Controlling Document. 

 To the extent the Confirmation Order or the Plan is inconsistent with the Disclosure Statement or any agreement entered into between the Debtors or Reorganized Biovest and any third party, unless
otherwise expressly provided in the Plan or the Confirmation Order or the Laurus/Valens Settlement Documents, the Confirmation Order and the Plan shall control over the Disclosure Statement and any such agreement. The Confirmation Order (and any
other Final Orders of the Bankruptcy Court) shall be construed together and consistent with the terms of the Plan; provided, however, to the extent the Confirmation Order is inconsistent with the Plan, the Confirmation Order shall control over the
Plan. 
  

	15.17	Plan Supplement. 


The Plan Supplement shall be filed with the Bankruptcy Court and posted at www.srbp.com at least ten (10) days prior to the
Voting Deadline; provided, however, that the Debtors may amend the Plan Supplement through and including the Confirmation Date. Upon its filing with the Bankruptcy Court, the Plan Supplement may be inspected at the Clerk’s Office during normal
business hours, may be obtained from the Bankruptcy Court’s copying service upon the payment of the appropriate charges, or may be obtained from Bankruptcy Counsel’s website at www.srbp.com. 

  
 83 









  

	15.18	Computation of Time. 

 In computing any period of time prescribed or allowed by the Plan, the provisions of Bankruptcy Rule 9006(a) shall apply. 
  

	15.19	Substantial Consummation. 

 The Plan shall be deemed to be substantially consummated within the meaning of Section 1101 of the Bankruptcy Code upon commencement by Reorganized Biovest of the Initial Distribution described in
Article 9.1 of the Plan. 

  
 84 









  

									
	Dated as of August 16, 2010	 		 	Respectfully submitted,
			
		 		 	BIOVEST INTERNATIONAL, INC.
				
		 		 	By:	 	 /s/ David Moser

		 		 		 	David Moser, Secretary
			
		 		 	BIOVAX, INC.
				
		 		 	By:	 	 /s/ David Moser

		 		 		 	David Moser, Secretary
			
		 		 	AUTOVAXID, INC.
				
		 		 	By:	 	 /s/ David Moser

		 		 		 	David Moser, Secretary
			
		 		 	BIOLENDER, LLC
				
		 		 	By:	 	 /s/ David Moser

		 		 		 	David Moser, Secretary of
		 		 		 	Biovest International, Inc., Member
			
		 		 	BIOLENDER II, LLC
				
		 		 	By:	 	 /s/ David Moser

		 		 		 	David Moser, Secretary of
		 		 		 	Biovest International, Inc., Member
				
		 		 		 	 /s/ Charles A. Postler

		 		 		 	Charles A. Postler (Florida Bar No. 455318)
		 		 		 	STICHTER, RIEDEL, BLAIN & PROSSER, P.A.
		 		 		 	110 East Madison Street, Suite 200
		 		 		 	Tampa, Florida 33602
		 		 		 	Telephone:	 	(813) 229-0144
		 		 		 	Facsimile:	 	(813) 229-1811
		 		 		 	Email: cpostler@srbp.com
		 		 		 	Counsel for Debtors and Debtors in Possession


  
 85 









  
 EXHIBIT A

 DIP Loan Documents 
  

	1.	$3,000,000 Secured Promissory Note dated December 22, 2008, executed by Biovest International, Inc. in favor of Corps Real, LLC 


 

	2.	Security Agreement dated December 22, 2008, executed by Biovest International, Inc. in favor of Corps Real, LLC 


 

	3.	UCC-1 filed with the State of Florida on January 27, 2009, Filing No. 200909923114 (Biovest International, Inc., debtor/Corps Real, LLC, secured party)


  

	4.	UCC-1 filed with the State of Minnesota on January 27, 2009, Filing No. 200914723788 (Biovest International, Inc., debtor/Corps Real, LLC, secured party)


  

	5.	UCC-1 filed with the State of Delaware on December 24, 2008, Filing No. 2008 4277149 (Biovest International, Inc., debtor/Corps Real, LLC, secured party)









  
 EXHIBIT B

 Schedule of Intercompany Claims 
 (Biovest International, Inc. and Biovest Subsidiaries) 
  

							
	 CREDITOR
	  	 DEBTOR
	  	 AMOUNT
	 
			
	Biovax, Inc.	  	AutovaxID, Inc.	  	$	4,726.28	  
	Biolender II, LLC	  	AutovaxID, Inc.	  	 	472,256.63	  
	Biovest International, Inc.	  	AutovaxID, Inc.	  	 	127,760.60	  
	Biolender, LLC	  	Biovax, Inc.	  	 	50,738.26	  
	Biolender, LLC	  	Biovest International, Inc.	  	 	77,641.74	  
	Biovest International, Inc.	  	Biolender II, LLC	  	 	633.99	  
	Biovest International, Inc.	  	Biovax, Inc.	  	 	6,878,333.34	  








  
 EXHIBIT C

 Rejected Contracts 
  

									
	 Debtor
	  	 Third Party to Contract
	  	Date of
Contract	 	  	 Title of Contract

	 Biovest
	  	AutovaxID, Inc.	  	 	02/20/2007	  	  	Non-Refundable Deposit Agreement
	 Biovest
	  	AutovaxID, Inc.	  	 	02/23/2007	  	  	Addendum to Non-Refundable Deposit Agreement
	 Biovest
	  	Dr. Walter Urba – Robert Franz Cancer Ctr	  	 	04/22/2003	  	  	General Contract Services Agreement
	 Biovest
	  	ClinStar LLC	  	 	09/07/2006	  	  	Clinical Trial Management Contract
	 Biovax
	  	Copiers Etc.	  				  	Service Agreement
	 Biovest
	  	META Associates, LLC	  	 	11/16/2006	  	  	Data Monitoring Committee Agreement
	 Biovest
	  	Maxim Group	  	 	05/13/2008	  	  	Letter Agreement for private placement agent services
	 Biovest
	  	PPD Development, LLP	  	 	09/30/2004	  	  	Master Services Agreement
	 Biovest
	  	PPD Development, LLP	  	 	06/09/2005	  	  	Consulting Agreement
	 Biovest
	  	Rodman & Renshaw, LLC	  	 	06/25/2007	  	  	Letter Agreement for private placement agent services
	 Biovest
	  	SPRI International, LLC	  	 	08/10/2006	  	  	Agreement for Clinical Services
	 Biovest
	  	Dennis Ryll, M.D.	  	 	04/25/2006	  	  	Indemnity Agreement – NMTC I
	 Biovest
	  	Donald Ferguson	  	 	04/25/2006	  	  	Indemnity Agreement – NMTC I
	 Biovest
	  	Francis E. O’Donnell, Jr., M.D.	  	 	04/25/2006	  	  	Indemnity Agreement – NMTC I
	 Biovest
	  	Ronald E. Osman	  	 	04/25/2006	  	  	Indemnity Agreement – NMTC I
	 Biovest
	  	Steven Stogel	  	 	04/25/2006	  	  	Indemnity Agreement – NMTC I
	 Biovest
	  	Dennis Ryll, M.D.	  	 	12/2006	  	  	Indemnity Agreement – NMTC II
	 Biovest
	  	Donald Ferguson	  	 	12/2006	  	  	Indemnity Agreement – NMTC II
	 Biovest
	  	Francis E. O’Donnell, Jr., M.D.	  	 	12/2006	  	  	Indemnity Agreement – NMTC II
	 Biovest
	  	Hopkins Capital Group II, LLC	  	 	12/2006	  	  	Indemnity Agreement – NMTC II
	 Biovest
	  	O’Donnell Irrevocable Trust	  	 	12/2006	  	  	Indemnity Agreement – NMTC II
	 Biovest
	  	Ronald E. Osman	  	 	12/2006	  	  	Indemnity Agreement – NMTC II
	 Biovest
	  	Steven Stogel	  	 	12/2006	  	  	Indemnity Agreement – NMTC II
	 Biovest
	  	Steven R. Arikian, M.D.	  	 	12/2006	  	  	Indemnity Agreement – NMTC II
	 Biovest
	  	Alan M. Pearce	  	 	12/2006	  	  	Indemnity Agreement – NMTC II
	 Biovest
	  	Dennis Ryll, M.D.	  	 	09/05/2006	  	  	Indemnity Agreement – Pulaski Bank
	 Biovest
	  	Donald Ferguson	  	 	09/05/2006	  	  	Indemnity Agreement – Pulaski Bank
	 Biovest
	  	Hopkins Capital Group II, LLC	  	 	09/05/2006	  	  	Indemnity Agreement – Pulaski Bank
	 Biovest
	  	Ronald E. Osman	  	 	09/05/2006	  	  	Indemnity Agreement – Pulaski Bank
	 Biovest
	  	Steven Stogel	  	 	09/05/2006	  	  	Indemnity Agreement – Pulaski Bank
	 Biovest
	  	Alan M. Pearce	  	 	09/05/2006	  	  	Indemnity Agreement – Pulaski Bank
	 Biovest
	  	Dennis Ryll, M.D.	  	 	01/11/2007	  	  	Indemnity Agreement – Pulaski Bank
	 Biovest
	  	Donald Ferguson	  	 	01/11/2007	  	  	Indemnity Agreement – Pulaski Bank
	 Biovest
	  	Hopkins Capital Group II, LLC	  	 	01/11/2007	  	  	Indemnity Agreement – Pulaski Bank
	 Biovest
	  	Ronald E. Osman	  	 	01/11/2007	  	  	Indemnity Agreement – Pulaski Bank
	 Biovest
	  	Alan M. Pearce	  	 	01/11/2007	  	  	Indemnity Agreement – Pulaski Bank
	 Biovest
	  	Ronald E. Osman	  	 	03/22/2007	  	  	Indemnity Agreement – Pulaski Bank
	 Biovest
	  	Catherine & Peter J. Pappas, Sr.	  	 	01/11/2007	  	  	Indemnity Agreement – Pulaski Bank
	 Biovest
	  	John Sitilides	  	 	01/11/2007	  	  	Indemnity Agreement – Pulaski Bank
	 Biovest
	  	Alan M. Pearce	  	 	06/26/2007	  	  	Indemnity Agreement – Southwest Bank








  
 EXHIBIT D

 Reorganized Biovest Bylaws 
 See Attached 







  
 EXHIBIT E

 Reorganized Biovest Charter 
 See Attached 







 EXHIBIT F 

Pro Forma Recapitalization of Reorganized Biovest 
 See Attached 







  
 Biovest
International, Inc. 
 Pro Forma Recapitalization Chart 

 

									
	 	  	 	 	 	Forecasted as of
Plan Effective
Date	 
	 Total shares of Biovest Common Stock outstanding as of the Petition Date
	  				 	 	98,149,783	  
	 Class 3 Plan Shares for Accentia Allowed Class 3 Claim
	  	 	(1	) 	 	 	17,909,950	  
	 Class 4 Plan Shares
	  	 	(2	) 	 	 	612,307	  
	 Class 7 Plan Shares
	  	 	(2	) 	 	 	1,123,592	  
	 Class 8 Plan Shares
	  	 	(3	) 	 	 	10,837,634	  
	 Shares subject to Laurus/Valens Settlement Agreement
	  				 	 	14,834,782	  
	 Shares subject to Rosensweig Settlement Agreement
	  				 	 	550,000	  
		  				 	 	 	 
	 Total outstanding shares of Reorganized Biovest Common Stock on the Plan Effective Date
	  				 	 	144,018,048	  
	 Shares subject to Existing Biovest Stock Warrants
	  				 	 	16,833,422	  
	 Shares subject to Existing Biovest Stock Options
	  				 	 	26,802,486	  
	 Exit Financing Conversion Shares (based on $0.91 conversion price)
	  				 	 	7,692,308	  
	 Exit Financing A Warrants (based on $0.91 conversion price)
	  				 	 	7,692,308	  
	 Exit Financing B Warrants
	  				 	 	6,307,692	  
	 Roth Agent Warrants
	  				 	 	500,000	  
		  				 	 	 	 
	 Fully diluted shares of Reorganized Biovest Common Stock
	  				 	 	209,846,264	  
		  				 	 	 	 

  

	(1)	Based on an Allowed Secured Claim of $11,991,510 principal plus 6% per annum Postpetition Interest (at an estimated Effective Date of November 10, 2010)
converting at $.75 per share. 


	(2)	Holders of Claims in Classes 4 and 7 have elected to convert their Allowed Claims into shares of Reorganized Biovest Common Stock at the Market Price. The chart assumes
conversion at a Market Price of $0.90 per share. 


	(3)	Represents the holders of Unsecured Claims in Class 8 that have elected to convert their Allowed Claims into shares of Reorganized Biovest Common Stock at the Market
Price. The chart assumes market price of $0.90 per share.