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UNITED STATES BANKRUPTCY COURT

SOUTHERN DISTRICT OF FLORIDA

MIAMI DIVISION

In re: Case No. 21-12844-RAM

HARRY B. GREENHOUSE, Chapter 11

Debtor.

/

ORDER CONFIRMING THE DEBTOR’S 

SUBCHAPTER V PLAN FOR REORGANIZATION AND SETTING 

ADMINISTRATIVE BAR DATE

This matter came before the Court for hearing on December 19, 2023 at 9:30 

a.m. to consider confirmation of the Revised Fourth Amended Chapter 11 Subchapter 

V Plan of Reorganization (the “Plan”) (ECF #780) filed on November 30, 2023 by the 

Debtor, Harry Beck Greenhouse. The Court has reviewed the evidence presented and

the record of this case, including: (i) the confirmation affidavit of the Debtor (ECF 

Robert A. Mark, Judge

_____________________________________________________________________________ United States Bankruptcy Court

ORDERED in the Southern District of Florida on December 21, 2023.

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#881), (ii) the Certificate of the Debtor’s counsel (ECF #809), and (iii) the testimony 

of the Debtor, the exhibits received into evidence, and the stipulations placed on the 

record by counsel. Having considered the evidence presented, the arguments of 

counsel, and being otherwise fully advised in the premises, after notice and a hearing, 

the Court finds and concludes as follows:

FINDINGS OF FACTS & CONCLUSIONS OF LAW

A. Jurisdiction. The Court has jurisdiction over this matter under 

28 U.S.C. §§ 157 and 1334, the United States District Court’s general order of 

reference, and other various applicable provisions of the Bankruptcy Code1 and the 

Federal Rules of Bankruptcy Procedure (“FRBP”).

B. Venue. Venue is proper before this Court under 28 U.S.C. §§ 1408 and 

1409.

C. Notice. Due, adequate, and sufficient notice of the Plan and the order 

setting a hearing on confirmation (Doc. #774) were served upon all creditors, interest 

holders, and parties requesting notice. Accordingly, the method of service and 

solicitation of acceptance of the Plan, notice of the hearing to consider confirmation 

of the Plan, and notices of all other deadlines or requirements relating thereto 

(collectively, the “Confirmation Deadlines”) were in compliance with the FRBP, were 

adequate and reasonable under the circumstances of this case, and no further or 

additional notice of the confirmation hearing or the confirmation deadlines was 

necessary or required.

1 The term “Bankruptcy Code” refers to the applicable section(s) of 11 U.S.C. § 101, et. seq.

unless otherwise indicated.

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D. Objections to Confirmation. Present at the hearing were the 

Subchapter V Trustee Linda Leali, counsel for Polychain Melissa Ginsberg and James 

Moon, and Steven Schneiderman of the Office of the U.S. Trustee. Both Polychain 

(ECF #802) and the Subchapter V Trustee (ECF #800) filed limited objections to 

confirmation. All of said objections were resolved by stipulations on the record and 

are therefore overruled as moot. 

E. Change of Polychain Vote. Polychain has changed its rejecting vote 

to an accepting vote in support of the Plan. 

F. Proper Classification of Claims – 11 U.S.C. §§ 1122 and 1123. The 

Plan adequately and properly identifies and classifies all claims. Pursuant to 

11 U.S.C. § 1122(a), the claims placed in each class are substantially similar to other 

claims in each such class. Pursuant to 11 U.S.C. § 1123(a)(1), valid legal and business 

reasons exist for the various classes of claims created under the Plan and such 

classification does not unfairly discriminate among holders of claims. The 

classification of claims in the Plan is reasonable.

G. Specified Unimpaired Classes – 11 U.S.C. § 1123(a)(2). The Plan 

specifies all classes or claims or interests that are not impaired under the Plan. 

H. Specified Treatment of Impaired Classes – 11 U.S.C. § 1123(a)(3). 

The Plan specifies the treatment of all classes of claims or interests that are impaired 

under the Plan.

I. No Discrimination – 11 U.S.C. § 1123(a)(4). The Plan provides for 

the same treatment of claims or interests in each respective class unless the holder 

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of a particular claim or interest has agreed to a less favorable treatment of such claim 

or interest.

J. Implementation of the Plan – 11 U.S.C. § 1123(a)(5). Article III 

(beginning at page 40) of the Plan provides adequate means for the Plan’s 

implementation.

K. Interests of the Creditors, Equity Security Holders, & Public 

Policy – 11 U.S.C. § 1123(a)(7). The Plan contains only provisions that are 

consistent with the interests of creditors and equity security holders and with public 

policy with respect to the manner of selection of the Trustee (of the Trust) under the 

Plan (the “Plan Trustee” and the “Plan Trust”, respectively) and any successor to 

such trustee.

L. Assumption & Rejection – 11 U.S.C. § 1123(b)(2). Article V of the 

Plan, pursuant to § 365 of the Bankruptcy Code, provides for the assumption, 

rejection, or assignment of any executory contract or unexpired lease of the Debtor 

not previously rejected under such section.

M. Additional Plan Provisions – 11 U.S.C. § 1123(b)(6). Each of the 

provisions of the Plan is appropriate and not inconsistent with the applicable 

provisions of the Bankruptcy Code.

N. Principal Purpose of the Plan – 11 U.S.C. § 1129(d). The principal 

purpose of the Plan is not the avoidance of taxes or the avoidance of the application 

of section 5 of the Securities Act of 1933.

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O. Subchapter V Plan Requirements – 11 U.S.C. § 1189. The Plan 

complies with § 1189 because the Debtor’s initial Plan was filed by the Debtor not 

later than 90 days after the order for relief under Chapter 11, and subsequent Plans 

were filed with leave of Court.

P. Contents of a Subchapter V Plan – 11 U.S.C. § 1190. In compliance 

with § 1190, the Plan includes: (1) a brief history of the business operations of the 

debtor, (2) a liquidation analysis, and (3) projections with respect to the ability of the 

Debtor to make payments under the proposed plan for reorganization. The Plan 

provides for the submission of the Debtor’s cash on hand, certain loan proceeds, and 

the Debtor’s designated Investment Assets2, to fund the Plan and Plan Trust as is 

necessary for the execution of the Plan. 

Q. Satisfaction of Conditions – 11 U.S.C. § 1191(a). The Court finds 

that, the Plan satisfies the applicable requirements of 11 U.S.C. § 1129(a), and is fair 

and equitable. As a result, the Plan is confirmed under § 1191(a). With respect to the 

applicable provisions of § 1129(a), the Court finds and concludes as follows:

1. 11 U.S.C. § 1129(a)(1) and (a)(2). The Plan and the Plan 

proponent comply with the applicable provisions of the Bankruptcy Code.

2. 11 U.S.C. § 1129(a)(3). The Plan was proposed in good faith and 

not by any means forbidden by law.

3. 11 U.S.C. § 1129(a)(4). Any payment made or to be made by the 

Debtor, for services or for costs and expenses in or in connection with the case, 

2 Capitalized terms not defined herein shall have the meaning set forth in the Plan. 

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or in connection with the Plan and incident to the case, has been approved by, 

or is subject to the approval of, the Court as reasonable.

4. 11 U.S.C. § 1129(a)(5). The Plan has disclosed the identity and 

affiliations of any individual proposed to serve, after confirmation of the Plan, 

as a Plan Trustee, and the appointment to, or continuance in, such office of 

such individual, is consistent with the interests of creditors and equity security 

holders, and with public policy.

5. 11 U.S.C. § 364. The loan from the Lenders is appropriate under 

the circumstances and the Terms of the loan are reasonable.

6. 11 U.S.C. § 1129(a)(7). The Plan provides that, with respect to 

each impaired class of claims or interests, each holder of a claim or interest of 

such class has accepted the Plan, or will receive or retain under the Plan on 

account of such claim or interest property of a value, as of the effective date of 

the Plan, that is not less than the amount that such holder would so receive or 

retain if the debtor were liquidated under chapter 7 of this title on such date.

7. 11 U.S.C. § 1129(a)(9). Except to the extent that the holder of a 

particular claim has agreed to a different treatment of such claim, the Plan 

provides for the payment of all priority claims pursuant to the applicable 

subsections of 11 U.S.C. § 507.

8. 11 U.S.C. § 1129(a)(11). Confirmation of the Plan is not likely 

to be followed by the liquidation, or the need for further financial 

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reorganization, of the debtor or any successor to the debtor under the Plan, 

unless such liquidation or reorganization is proposed in the Plan.

9. 11 U.S.C. § 1129(a)(12). All fees payable under 28 U.S.C. § 1930, 

as determined by the Court at the hearing on confirmation of the Plan, have 

been paid or the Plan provides for the payment of all such fees on the effective 

date of the Plan.

10. 11 U.S.C. § 1129(a)(14). The Debtor is required by a judicial or 

administrative order, or by statute, to pay a domestic support obligation. The 

Debtor has paid or will pay prior to the effective date, all amounts currently 

payable under such order or such statute for such obligation that first become 

payable after the date of the filing of the petition. 1129(a)(15) 

11. Implementation. All documents necessary to implement the 

Plan, including, without limitation, the Plan Trust Agreement (a form of which 

is attached hereto as Exhibit “A”), and all other relevant and necessary 

documents have been negotiated in good faith and at arm’s length and shall, 

upon completion of documentation and execution, be valid, binding, and 

enforceable agreements and shall not be in conflict with any federal or state 

law. As of the Effective Date of the Plan, the Plan provides that all of the 

Debtor’s cash on hand and designated Investments Assets and loan proceeds 

will be used to make payments under the Plan. The Plan Trustee will be able 

to make all payments required under the Plan, and the Plan provides 

appropriate remedies, in the event of any default. In addition, to the extent 

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any additional documentation becomes necessary, the Debtor has agreed, and 

is hereby ordered, to fully cooperate with the Plan Trust to perfect the transfer 

of the Investment Assets to the Plan Trust.

12. Plan Trust.

a. On the Effective Date, the Plan Trust will be established 

according to the terms of the Plan and the Plan Trust

Agreement. Upon establishment of the Plan Trust, all 

Investment Assets shall be deemed transferred to and shall vest 

in the Plan Trust free and clear of all Liens and Claims without 

any further action of the Debtor. The Court will enter a 

separate Order directing the transfer of the Investment Assets

consistent with this Order. 

b. Under section 1141 of the Bankruptcy Code, as of the Effective 

Date, all Investment Assets shall vest in the Plan Trust and all 

Assets dealt with in the Plan shall be free and clear of all Liens, 

Claims, charges or other encumbrances, except as otherwise 

specifically provided in the Plan or in this Plan Confirmation 

Order. Upon completion of the transfer of the Investment 

Assets to the Plan Trust, the Debtor will have no further 

interest in, or with respect to, the Investment Assets or the Plan 

Trust.

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c. Linda Leali is appointed as the Plan Trustee. The Plan Trustee 

shall have such powers, duties, and responsibilities as is 

provided for in the Plan and the Plan Trust Agreement and shall 

be compensated from the Plan Trust in connection with the 

performance of services as Plan Trustee of the Plan Trust

pursuant to section 326 of the Bankruptcy Code as applicable to 

a chapter 7 trustee. For the avoidance of doubt, the Plan 

Trustee’s compensation shall be treated pursuant to section 

330(a)(7) of the Bankruptcy Code. The Plan Trustee shall be 

entitled to retain post-confirmation professionals as set forth in 

the Plan Trust Agreement. 

d. General Authorizations. The Debtor and the Plan Trustee are 

authorized to execute, deliver, file, or record such contracts, 

instruments, releases, consents, certificates, resolutions, 

programs, and other agreements and/or documents, and take 

such acts and actions as may be reasonably necessary or 

appropriate to effectuate, implement, consummate, and/or 

further evidence the terms and conditions of the Plan and any 

transactions described in or contemplated by the Plan. The 

Debtor or Plan Trustee, as applicable, may, at the request or 

direction of the Debtor or Plan Trustee, as applicable, shall from 

time to time prepare, execute, and deliver any agreements, 

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documents, instruments, or notices, and take any other actions 

as may be necessary or advisable to effectuate the provisions 

and intent of the Plan. Prior to, on, or after the Effective Date 

(as appropriate), all matters expressly provided for under the 

Plan that would otherwise require approval of the members, 

managers, or other owners, direct or indirect, of the Debtor shall 

be deemed to have occurred and shall be in effect prior to, on, or 

after the Effective Date (as applicable) according to applicable

law, without any further vote, consent, approval, authorization, 

or other action by such members, managers, or other owners of 

the Debtor or notice to, order of, or hearing before, the 

Bankruptcy Court. The Debtor shall fully cooperate with the 

Plan Trust to execute any additional documents that may be 

necessary to perfect the transfer of the Investment Assets to the 

Plan Trust.

13. Administrative Expense Claims and Administrative 

Expense Claims Bar Date. To be eligible to receive distributions from the Plan 

Trust on account of an Administrative Expense Claim that is not otherwise Allowed 

by the Plan or this Order, a request for payment of an Administrative Expense Claim 

incurred during the Chapter 11 Case must have been filed on or before January 15, 

2024 (the “Administrative Expense Claims Bar Date”). Any Administrative Expense 

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Claim that is not timely asserted by the Administrative Expense Claims Bar Date 

shall be deemed disallowed under the Plan and shall be forever barred against the 

Debtor, the Estate, the Plan Trust, or any of their Assets or property, and the Holder 

thereof shall be enjoined from commencing or continuing any action, employment of 

process or act to collect, offset, recoup, or recover such Claim.

14. Exemptions Under Sections 1145 and 1146. Under section 

1145 of the Bankruptcy Code, the issuance of beneficial interests in the Plan Trust

under the Plan shall be exempt from registration under the Securities Act of 1933, 

as amended, and all applicable state and local laws requiring registration of 

securities. In accordance with section 1146(a) of the Bankruptcy Code, the making 

or delivery of any instrument or transfer from a Debtor to the Plan Trust, or to any 

other Person under the Plan, shall not be subject to any document recording tax, 

stamp tax, conveyance fee, intangibles or similar tax, mortgage tax, stamp tax, real 

estate transfer tax, mortgage recording tax or other similar tax or governmental 

assessment, and all applicable state or local governmental officials or agents shall 

forego the collection of any such tax or governmental assessment and to accept for 

filing and recordation any of the forgoing instruments or other documents without 

the payment of any such tax or governmental assessment.

15. Consents and Approvals. This Plan Confirmation Order shall 

constitute all approvals and consents required, if any, by the laws, rules, or 

regulations of any State, Commonwealth, or any other governmental authority with 

respect to the implementation or consummation of the Plan and any other acts that 

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may be necessary or appropriate for the implementation or consummation of the 

Plan.

16. Modifications. The parties made the following stipulated 

amendments and clarifications to the Plan, which the Court hereby adopts:

a. The Plan added language regarding the Plan Trustee’s 

possible sale of assets. The Debtor has clarified that said 

language was added to simply confirm that the Plan 

Trustee of the Plan Trust has the ability to sell an asset, 

but the Debtor was not seeking to impose a duty on the 

Plan Trustee to sell assets. 

b. While The Subchapter V Trustee raised objections to the 

effect that the Debtor should be required to provide certain 

tax basis information to them regarding the assets being 

transferred into the Plan Trust. The parties have 

confirmed on the record that said information has now 

been provided as of December 31, 2022. The Debtor shall 

provide the basis information for December 31, 2023 in a 

prompt fashion. 

c. The transfer of the assets into the Plan Trust shall be 

deemed effective as of 11:59 p.m. on December 31, 2023. 

d. The provision added to the Plan regarding the Debtor’s 

ability to review administrative expenses has been 

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resolved via the Court’s ruling on the pending fee 

applications. 

e. Both The Subchapter V Trustee and Polychain objected to 

any provision of the Plan that may imply that the 

discharge would issue prior to the Effective Date. The 

Debtor agrees that the discharge will not issue until at 

least the Effective Date, as set forth below. 

f. Exhibit B to the Debtor’s Certificate of Subchapter V 

Debtor (ECF #809) inadvertently failed to state the 

amount of Polychain’s claim. The amount of Polychain’s 

claim is $4,173.141.25 . 

g. The Lender’s deficiency claim shall be set in the amount of 

$135,000.00. Interest on the $135,000.00 deficiency claim 

shall accrue at 4.82%, which is the Applicable Family Rate 

set by the IRS for Mid-Term intra-family loans effective as 

of December 28, 2023, which is the date that proceeds from 

the Loan shall be distributed pursuant to the provisions in 

the Plan. Interest on the deficiency claim shall begin 

accruing starting one year after the Effective Date. The 

Plan Trust shall not be responsible for repayment of any 

portions of the Loan other than the $135,000.000 

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deficiency claim and the applicable interest on the 

deficiency claim. 

h. The Plan Trust shall pay towards the Debtor’s 2022 and 

2023 tax liabilities, as said tax liabilities are set forth in 

the Debtor’s Declaration in Support of Confirmation (ECF 

#811), and said obligation of the Estate and/or Plan Trust

shall be capped in the amount of $75,018.00. In the event 

Debtor’s tax liability for 2022 and 2023 exceeds $75,018.00,

the Internal Revenue Service shall look to the Debtor—and 

not the Plan Trust—for payment of any additional 

amounts. If any of said tax payments are refunded to the 

Debtor, or applied as a credit to a different tax obligation 

of the Debtor, by the IRS, Debtor shall turn over the refund 

(or cash in the amount of the refund or credit towards a 

different tax obligation) to the Plan Trust. 

i. As the deficiency amount has now been set, there is no 

obligation under the Plan for the Debtor to sell or 

otherwise dispose of the collateral securing the Loan 

and/or use the proceeds from the sale or receipt of the 

collateral to pay interest on the loan or pay down the Loan. 

The use and disposition of the collateral securing the Loan 

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shall be a matter solely between the Lenders and the 

Debtor. 

j. Any party in interest may declare a default if a default 

occurs prior to the Effective Date. However, as set forth in 

this Court’s Order dated November 15, 2023 (ECF #774),

only the Plan Trustee of the Plan Trust may declare a 

default once the Effective Date has occurred. Other parties 

may seek to compel the Plan Trustee’s action consistent 

with the terms of the Plan Trust Agreement.

17. The parties shall abide by the following deadlines:

a. December 21, 2023 – The Subchapter V Trustee shall upload 

the Confirmation Order and Order Transferring Investment 

Assets to Plan Trust.

b. December 22, 2023 – Debtor to wire sum of $164,000.00 to 

AlignX Law in Plan Trust for partial payment of DSO obligation

c. Prior to December 28, 2023, Lenders shall wire transfer the 

amount of $645,000.00 (representing the principal amount of 

the Loan) to the IOLTA Account of the law firm of Landsman 

Saldinger Carroll, PLLC.

d. December 28, 2023 –

a. Assuming that the Lenders have wire transferred the 

principal amount of the Loan as set forth in paragraph 

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17(c), the law firm of Landsman Saldinger Carroll, 

PLLC, at the direction of Richard Saldinger, Esq.

(counsel for the Lenders) shall wire $338,660.00 to 

AlignX Law Trust Account for full and final payment of 

Debtor’s lump sum DSO obligation; and shall also wire 

transfer $306,340.00 to the Plan Trust account 

designated by the Plan Trustee. AlignX Law shall

release all DSO Obligation funds received from all 

sources, as detailed above, to Ms. Olivia Sampaio on or 

before the Effective Date;

b. All documents required for transfer of Investment Assets 

shall be executed and delivered to the Plan Trustee; 

c. The Plan Trust Agreement shall be executed and 

delivered to the Plan Trustee;

d. The Debtor shall transfer residual funds to Plan Trustee 

per agreement filed with the Court as an exhibit to 

confirmation and Exhibit ”B” to this Confirmation Order. 

The Debtor shall have an ongoing obligation to comply 

with this agreement attached as Exhibit ”B” and to 

deliver funds to the Plan Trustee consistent with the 

agreement. 

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e. December 29, 2023 – The Effective Date of the Plan shall 

deemed to be December 29, 2023.

Accordingly, the Court ORDERS:

1. Confirmation. The Plan is confirmed under 11 U.S.C. § 1191(a). The 

documents contained therein are authorized and approved, and the Debtor and Plan 

Trust are authorized to execute and deliver such documents as are necessary to 

implement the Plan and/or to cause the Effective Date to occur. Each provision of the 

Plan is authorized and approved and shall have the same validity, binding effect, and 

enforceability as every other provision of the Plan. The terms of the Plan, as 

previously modified and as modified by any modifications made at the Plan 

Confirmation Hearing, are incorporated by reference into and are an integral part of 

this Plan Confirmation Order. The failure specifically to describe, include, or refer to 

any particular article, section, or provision of the Plan or any related document in 

this Plan Confirmation Order shall not diminish or impair the effectiveness of such 

article, section, or provision, it being the intent of the Bankruptcy Court that the Plan 

and all related documents be approved and confirmed in their entirety as if fully set 

forth in this Plan Confirmation Order.

2. Binding Effect of Plan. Pursuant 11 U.S.C. § 1141(a), except as 

provided in §§ 1141(d)(2) and (3), the provisions of the Plan as of the Effective Date, 

bind the debtor, the Lenders, and any creditor, whether or not the claim or interest 

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of such creditor, is impaired under the Plan and whether or not such creditor, has 

accepted the Plan.

3. Re-vesting of Property. Under 11 U.S.C. § 1141(b), except as 

otherwise provided in the Plan or in this Confirmation Order, as of the Effective Date, 

all of the property of the estate not transferred pursuant to the Plan vests in the 

Debtor. Except as provided in §§ 1141(d)(2) and (3) and except as otherwise provided 

in the Plan or in this Order, after confirmation of the Plan, the property dealt with 

by the Plan is free and clear of all claims and interests of creditors.

4. Post-Confirmation Operation of Business. Except as otherwise 

provided in the Plan or in this Confirmation Order, on and after the Effective Date, 

the Debtor may operate his business and may use, acquire, and dispose of property 

free of any restrictions of the Bankruptcy Code and Bankruptcy Rules and in all 

respects as if there were no pending case under any chapter or provisions of the 

Bankruptcy Code. The Debtor is entitled to retain and compensate professionals 

without the necessity of further approval of this Court. 

5. Injunction and Discharge. As the Plan is confirmed under section 

1191(a), the Debtor shall receive his discharge by agreement as follows: 

a. The Debtor shall receive his discharge promptly after: (i) the 

Debtor’s transfer of his Investment Assets and cash on hand for 

use under the Plan, (ii) payment of the DSO obligation, and (iii) 

the transfer of the loan proceeds from the Exit Financing, as 

required under the Plan and Plan Trust Agreement. The Court 

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shall grant the Debtor a discharge of all debts provided in 

section 1141(d)(1)(A) of the Bankruptcy Code, and all other 

debts allowed under Section 503 of the Bankruptcy Code and 

provided for in the Plan. The Debtor will not be discharged from 

any debt excepted from discharge under § 523(a) of the Code, 

except as provided in Rule 4007(c) of the Federal Rules of 

Bankruptcy Procedure. Any and all debts or obligations owed to 

Ms. Sampaio arising out of or under the Amended Dissolution 

Judgment, including the equitable distribution claim in the 

amount of $934,787.00 and any remaining balance of the lump 

sum DSO payments in the amount of $502,660.00, are nondischargeable debts and shall be excepted from discharge under 

the terms of the Plan and any Confirmation Order, in 

accordance with Sections 523(a)(5), 523(a)(15), and 1192(2) of 

the Bankruptcy Code. Ms. Sampaio is expressly excepted from 

the injunction and release language contained in Sections C, D, 

and E of Article VI of the Plan solely with respect to any and all 

debts or obligations owed to Ms. Sampaio arising out of or under 

the Amended Dissolution Judgment, as such debts and 

obligations are non-dischargeable under Sections 523(a)(5), 

523(a)(15), and 1192(2) of the Bankruptcy Code.

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6. Disbursing Agent. Under 11 U.S.C. § 1194(b), except as otherwise 

provided in the Plan or the Confirmation Order, the Plan Trustee shall make 

payments pursuant to the Plan Trust Agreement. 

7. Effect of Confirmation Order on Plan. The failure to reference or 

address all or part of any particular provision of the Plan herein has no effect on the 

validity, binding effect, or enforceability of such provision and such provision has the 

same validity, binding effect, and enforceability as every other provision of the Plan. 

To the extent that any inconsistencies exist between the terms of the Plan and this 

Confirmation Order, the terms of this Confirmation Order shall control.

8. Service of Confirmation Order. The Subchapter V Trustee is 

directed to serve a copy of this Order on all parties and file a certificate of service 

within five (5) days of the entry of this Order.

9. Documents Required to Effectuate Plan. The Debtor is authorized 

and directed to execute any and all documents reasonably required to effectuate the 

provisions of the Plan or prior Orders of this Court.

10. Discharge of the Subchapter V Trustee. Under 11 U.S.C. § 1183, 

the service of the Subchapter V Trustee in the case shall terminate when the Plan 

has been substantially consummated, except that the United States trustee may 

reappoint a trustee as needed for performance of duties under § 1183(b)(3)(C) and § 

1185(a). Not later than 5 days after the Plan is substantially consummated, the 

Subchapter V Trustee shall file with the Court and serve on the Debtor, the United 

States trustee, and all parties in interest notice of such substantial consummation. 

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11. Jurisdiction. The Bankruptcy Court retains jurisdiction to, without 

limitation:

a. Resolve issues with respect to the Debtor’s substantial 

consummation of the Plan and to the extent the Debtor seeks to 

amend or modify the Plan;

b. Resolve issues with respect to the Plan Trust and the rights and 

obligations thereunder;

c. Resolve any motions, adversary proceedings, or contested 

matters, that are pending as of the date of substantial 

consummation;

d. Adjudicate objections to claims and administrative expense 

applications; 

e. Resolve disputes with respect to any and all injunctions created 

as a result of confirmation of the Plan;

f. Adjudicate modifications of the plan under 11 U.S.C. § 1193;

g. Review and consider issues associated with the Debtor’s final 

report and entry of final decree, and to enter a final decree; and 

h. Enter such orders as the Court deems necessary or appropriate 

with respect to enforcement of the Plan and the Plan Trust.

# # #

Submitted by:

Linda Leali, Esq.

Subchapter V Trustee

2525 Ponce De Leon Blvd., Suite 300

Coral Gables, FL 33134

Linda Leali, Esq. must serve a copy of the signed order on all parties served with the motion and must 

file with the court a certificate of service conforming with Local Rule 2002-1(F).

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TRUST AGREEMENT

Trust Agreement

______________, 2023, by and between HARRY BECK GREENHOUSE Debtor

chapter 11 bankruptcy proceeding, styled In re Harry B. Greenhouse, Case No. 21-12844-RAM, 

pending in the United States Bankruptcy Court for the Southern District of Florida, Miami Division 

Bankruptcy Court LINDA M. LEALI, not individually but solely in her capacity as 

Trustee 1

WHEREAS, by Order dated ________________, 2023 [ECF #___ Confirmation 

Order Revised Fourth Amended Plan of 

Reorganization of the Debtor, dated December ___, 2023, proposed by the Debtor pursuant to 

Bankruptcy Code

Plan

whose terms are incorporated herein by reference; 

Trust

holder(s) of Allowed Administrative Expense Claims, Class 2 Allowed Priority Claims, Class 3 

Allowed General Unsecured Claims, Class 4 Allowed General Unsecured Claims with a Value 

Less than $15,000.00, and Class 6 Equity Interests of the Debtor and Class 7 Greenhouse Exit 

Exit Financing Lenders

with the other beneficiaries, the parties are collecti Trust Beneficiaries

Beneficiaries

WHEREAS, immediately upon confirmation of the Plan, the Debtor shall cause all of his 

investment assets as defined by the March 30, 2023 order [ECF #676] attached hereto as Exhibit 

1

 Capitalized terms not defined herein shall have the meaning as set forth in the Plan.

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 22 of 48
2 

Trust Assets

forth herein; and 

WHEREAS, all income, dividends, distributions (whether in Cash or In Kind) earned by 

Trust Income

satisfaction of all trust expenses and liabilities shall be used solely for the purpose of discharging 

associated expenses incurred in connection with administration of the Trust. 

NOW, THEREFORE, pursuant to the Plan and in consideration of the promises, mutual 

agreements of the parties contained herein, and other good and valuable consideration, the receipt 

and sufficiency of which are hereby acknowledged and affirmed, the parties hereby agree as 

follows: 

ARTICLE I

DECLARATION OF TRUST 

1. Purpose of the Trust. The Debtor and the Trustee, pursuant to the Plan and the 

Confirmation Order and in accordance with the Bankruptcy Code, applicable tax statutes, rules 

Beneficiaries and confirming a bankruptcy plan of reorganization. In particular, the Trust, through 

the Trustee, (i) shall receive and accumulate any and all Trust Income earned from the Trust Assets 

since the execution of the Updated Terms Sheet,2 (ii) may liquidate any Trust Assets in order to 

compensate for any shortfall of the Liquidation Value,3; (iii) may prosecute, abandon, settle and/or 

2

See

Reconsideration of Order Conditionally Converting the Case Updated Terms 

Sheet

3

 The Liquidation Value is the amount of $1,315,703.00, as set forth on page 6 of the Updated 

Terms Sheet.

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 23 of 48
3 

Actions shall file tax 

returns for the Trust and pay any Federal, State or other taxes that may be due and owing by the 

Trust, (v) shall make distributions to the Beneficiaries in accordance with the terms of the Plan 

and this Trust Agreement, and (vi) shall perform all actions required under the Plan and take such 

steps as are reasonably necessary to accomplish such purpose, all as more fully provided in, and 

subject to the terms and provisions of the Plan, the Confirmation Order and this Trust Agreement. 

The Trust shall not have authority to engage in a trade or business, and no portion of the Trust 

Assets shall be used in the conduct of a trade or business, except as is reasonably necessary to 

effectuate the terms and conditions of the Plan. For the avoidance of doubt, the parties agree that 

the Trust is not, and should not be treated, as a qualified settlement fund under Treasury Regulation 

§ 1.468B-1.

2. Name of the Trust 12844 

Trust

variation thereof as she sees fit and may transact the business and affairs of the Trust in such name. 

3. Transfer of Assets to Create Trust. The Debtor hereby grants, releases, assigns, 

transfers, conveys and delivers the Trust Assets to the Trust as of the Effective Date, to have and 

to hold unto the Trustee and her successors in trust for the benefit of the Beneficiaries and to be 

applied as specified in the Plan, Confirmation Order and this Trust Agreement. To the extent 

required, the Debtor shall cause the Trust Assets to be transferred to the Trust. Debtor also shall 

cause all distribution notices, capital account statements, and other communications received by 

Trust Assets Investment Information

to the Trustee. To the extent any Trust Asset Investment Information is delivered to Debtor and 

not the Trustee, Debtor shall provide such information to the Trustee within thirty (30) days of 

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 24 of 48
4 

receipt. To the extent Debtor has not received any Trust Asset Information which he has reason to 

believe should have been provided, or which he has reason to believe was already provided to 

other investors in the investments underlying the Trust Assets, Debtor shall diligently assist the 

Trustee in promptly obtaining such Trust Asset Information. Upon the transfer of the Trust Assets 

to the Trustee, and except as otherwise provided herein, such assets shall become Trust Assets and 

the Debtor shall retain no interest in or control over such Trust Assets. On the Effective Date, the 

Debtor shall execute and deliver or cause to be executed and delivered to or upon the order of the 

Trustee all such documents, in recordable form where necessary or appropriate, and the Debtor 

shall take or cause to be taken such further or other action, as the Trustee may deem appropriate, 

to vest or perfect in or confirm to the Trustee, or upon the order of the Trustee, title to and 

possession of all of the Trust Assets. Any and all costs, fees and taxes incurred in connection with 

the transfer of the Trust Assets to the Trust shall be borne solely by the Debtor. In the event the 

Trust Assets are not transferred to the Trust within 30 days, the Trustee shall submit an application 

t OSC

Responsible Parties

contempt of court. The Trustee shall request that the Court order the Responsible Parties to appear 

issuance.

4. Acceptance by Trustee. The Trustee hereby accepts (a) the appointment to serve 

as Trustee; (b) the transfer of the Trust Assets on behalf of the Trust; and (c) the trust imposed on 

her by this Trust Agreement. The Trustee agrees to receive, hold, administer and distribute the 

Trust Assets and the Trust Income, if any, pursuant to the terms of the Plan, Confirmation Order 

and this Trust Agreement.

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 25 of 48
5 

ARTICLE II

TRUSTEE GENERALLY 

1. Appointment. The initial Trustee shall be Linda M. Leali.

2. Term of Service. The Trustee shall serve until (a) the termination of the Trust in 

accordance with Article IX of this Trust Agreement, or (b) 

removal in accordance with this Trust Agreement.

3. Services. The Trustee shall be entitled to engage in such other activities as she 

deems appropriate which are not in conflict with the Plan, Confirmation Order, this Trust 

Agreement, or the interests of the Beneficiaries. The Trustee shall devote such time as is necessary 

to fulfill all of her duties as Trustee.

4. Resignation, Death or Removal of Trustee. The Trustee may resign upon 

application to the Bankruptcy Court for good cause shown. The Trustee may also be removed by 

include negligence, fraud, wrongful action or inaction in the performance of her duties. Upon the 

resignation, death or removal of the Trustee, the Debtor, in consultation with the United States 

Trustee, and subject to the written consent of creditor(s) representing a majority of the dollar 

amount of allowed claims, shall, with Bankruptcy Court approval, designate another person as a 

successor Trustee, and thereupon such successor, without any further action, shall become fully 

vested with all of the rights, powers, duties and obligation of his, her or its predecessor.

5. Trust Continuance. The death, resignation or removal of the Trustee shall not 

terminate the Trust or revoke any existing agency (other than any agency of such Trustee as a 

Trustee) created pursuant to this Trust Agreement or invalidate any action theretofore taken by the 

Trustee. By accepting the position as Trustee, any successor Trustee agrees that the provisions of 

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 26 of 48
6 

this Trust Agreement shall be binding upon and inure to the benefit of such successor Trustee and 

all his, her or its successors and/or assigns.

6. Compensation and Expenses of Trustee. The Trustee shall be entitled to 

compensation in accordance with Section 326 of the Bankruptcy Code.

7. Retention of Professionals. The Trustee may retain and engage such professionals, 

consultants and persons as may be necessary to carry out its duties under this Trust Agreement, 

subject to Bankruptcy Court approval, including, without limitation, any law firm of which such 

Trustee 

from which to make such payments, and the Trustee shall not be personally liable to any of the 

8. Court Approval for Payment. The Trustee shall seek Bankruptcy Court 

Professionals, by the filing of final fee application in the Bankruptcy Court.

ARTICLE III

POWERS AND LIMITATIONS OF TRUSTEE 

1. General Powers of Trustee. In connection with the administration of the Trust, 

except as otherwise set forth herein, the Trustee is authorized to perform only those acts necessary 

and desirable to accomplish the purposes of the Trust. The Trust shall succeed to all of the rights 

of the Debtor necessary to protect, conserve and manage all Trust Assets. Subject to the limitations 

set forth in this Trust Agreement, the Plan and the Confirmation Order, the Trustee may exercise 

all powers granted hereunder related to, or in connection with, the collection, prosecution, 

liquidation, and distribution to the Beneficiaries, of the Trust Assets that are not inconsistent with 

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 27 of 48
7 

the Plan and this Trust Agreement. Without limiting, but subject to, the foregoing, the Trustee shall 

be expressly authorized:

(a) To open and maintain bank accounts on behalf of or in the name of the Trust, 

calculate and make Distributions and take other actions consistent with the Plan and the 

implementation thereof, including the establishment, re-evaluation, adjustment and maintenance 

of appropriate reserves, in the name of the Trust.

(b) To receive, conserve and manage the Trust Assets.

(c) To hold legal and/or beneficial title to any and all Trust Assets.

(d) Subject to the applicable provisions of the Plan, to prosecute, collect and 

liquidate the Trust Assets.

(e)

Professionals and to pay, from the Trust Assets and the proceeds thereof, the fees and charges 

disbursements, expenses or related support services relating to the implementation of the Plan and 

performance by the Trustee of its duties under this Trust Agreement.

(f) To pay all lawful, expenses, debts, taxes, charges and liabilities of the Trust.

(g) To wind down the affairs of the Trust including the filing of final tax returns, 

if applicable, establish any administrative reserves necessary to close the Trust and make all 

Distributions to the Beneficiaries provided for or contemplated by the Plan.

(h) To withhold from the amount distributable to any Beneficiary such amount 

as may be sufficient to pay any tax or other charge which the Trustee has determined, in her sole 

discretion, may be required to be withheld therefrom under the income tax laws of the United 

States or of any state or political subdivision thereof. In the exercise of her discretion and judgment, 

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 28 of 48
8 

the Trustee may enter into agreements with taxing or other governmental authorities for the 

payment of such amounts as may be withheld in accordance with the provisions of this section.

(i) To enter into any agreement or execute any document required by or 

consistent with the Plan and perform all obligations thereunder.

(j) Except as otherwise set forth in this Trust Agreement, to have exclusive 

power to prosecute and/or settle all causes of actions including, without limitation, Avoidance 

Actions or any other causes of action or counterclaims as described in the Plan and Disclosure 

Actions

before the Bankruptcy Court or any other court of competent and appropriate jurisdiction and 

voluntarily participate as a party or otherwise in any administrative proceeding, arbitration, 

mediation, or other nonjudicial proceeding and litigate or settle such Actions on behalf of the Trust, 

and pursue such actions to settlement or final order, all in accordance with the terms of this Trust 

Agreement.

(k) To hold any unclaimed Distributions or payment to a Beneficiary in 

accordance with this Trust Agreement, the Confirmation Order and the Plan.

(l) To implement and/or enforce all provisions of the Plan.

(m) To collect and liquidate all Trust Assets pursuant to, and not inconsistent 

with, the Plan, the Confirmation Order and this Trust Agreement and to ultimately close the 

Chapter 11 Case.

(n) Exercise such rights of setoff as the Debtor or the Estate may have had 

against any Beneficiary and/or seek Court approval of such exercise.

(o) Voluntarily engage in arbitration or mediation with regard to any dispute 

related to this Trust.

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 29 of 48
9 

(p) To (i) seek a determination of tax liability under section 505 of the 

Bankruptcy Code, (ii) file, if necessary, any and all tax information returns required with respect 

to the Trust, (iii) make tax elections by and on behalf of the Trust and (iv) pay taxes, if any, payable 

by the Trust.

(q) Distributions

provided for or contemplated by the Plan.

(r)

administrative and business records.

(s) To perform any other actions or duties required to be performed by the 

Trustee pursuant to the provisions of the Plan and/or Confirmation Order.

be subject to the limitations set forth in the Plan. Any and all actions taken by the Trustee 

inconsistent with the Plan shall be void ab initio

Section 2.4 of this Trust Agreement. 

2. Limitations on the Trustee. Notwithstanding anything in this Trust Agreement to 

the contrary, the Trustee shall not do or undertake any of the following:

(a) Take any action in contravention of the Plan, the Confirmation Order or this 

Trust Agreement.

(b) Take any action that would significantly jeopardize treatment of the Trust as 

(c) Grant liens on any of the Trust Assets.

(d) Guaranty any debt.

(e) Loan Trust Assets to the Trustee.

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 30 of 48
10 

(f) Purchase Trust Assets from the Trust.

(g) Transfer Trust Assets to another trust with respect to which the Trustee 

serves as trustee.

3. Sale of Assets. To the extent that the Trustee determines in her business judgment 

and consistent with her fiduciary obligations that it is necessary to sell any one or more of the Trust 

Assets to maximize the value received by the Beneficiaries, the Trustee shall provide notice to the 

Beneficiaries. Any such sale shall be subject to the approval of the Bankruptcy Court. For the 

avoidance of doubt, the Trustee shall incur no liability in connection with her determination to sell 

or not sell any of the Trust Assets, provided she obtains the requisite approval of the Bankruptcy 

Court.

4. Trustee Conflicts of Interest. If the Trustee determines, in the exercise of the 

Trustee, after notice to the United States Trustee, may request the Bankruptcy Court to approve 

the Trust

conclusion.

ARTICLE IV

LIABILITY OF TRUSTEE 

1. . Neither the Trustee nor any partner, 

director, officer, affiliate, employee, employer, professional, agent or representative of the Trustee 

Indemnified Persons

any Person, including any Beneficiary of the Trust, or to the Trust, except for acts or omissions of 

the Indemnified Person that constitute fraud, willful misconduct, or gross negligence. Persons 

dealing with Indemnified Persons in connection with the Trust, or seeking to assert claims against 

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 31 of 48
11 

the Trust, shall have recourse only to the Trust Assets to satisfy any liability incurred by the 

Indemnified Persons to such persons in carrying out the terms of this Trust Agreement, except for 

acts or omissions of the Indemnified Persons that constitute fraud, willful misconduct or gross 

negligence.

2. No Liability for Acts of Predecessor Trustees. No successor Trustee shall be in 

any way liable for the acts or omissions of any predecessor Trustee unless a successor Trustee 

expressly assumes such responsibility.

3. Reliance by Trustee and Directors on Documents, Mistake of Fact or Advice 

of Counsel. Except as otherwise provided in this Trust Agreement, the Trustee may rely, and shall 

be protected from liability for acting, upon any resolution, certificate, statement, instrument, 

opinion, report, notice, request, consent, order or other paper or document reasonably believed by 

the Trustee, as the case may be, to be genuine and to have been presented by an authorized party. 

The Trustee shall not be liable if it acts based on a mistake of fact before having actual knowledge 

of an event or for any action taken or suffered by such person if such person has reasonably relied 

upon the advice of counsel or other professionals engaged by the Trustee in accordance with this 

Trust Agreement.

ARTICLE V

DUTIES OF TRUSTEE 

1. General. The Trustee shall have all duties specified in the Plan, the Confirmation 

Order and this Trust Agreement as being the responsibility of the Trustee.

2. Books and Records. The Trustee shall maintain, in respect of the Trust, books and 

records relating to the Trust Assets, Trust Income, and expenses of and claims against or assumed 

by the Trust, in such detail and for such period of time as may be necessary to enable it to make 

full and proper reports in respect thereof. Except as expressly provided in this Trust Agreement, 

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 32 of 48
12 

the Plan or the Confirmation Order, nothing in this Trust Agreement is intended to require the 

Trustee to file any accounting or seek approval of any court with respect to the administration of 

the Trust, or as a condition for making any payment or Distribution out of the Trust Assets. Upon 

reasonable written request, any Beneficiary who has executed the Stipulated Protective Order 

[ECF #205] may obtain copies of the books and records of the Trust. Upon such request by a 

Beneficiary, the Trustee shall provide the Beneficiary copies of all requested books and records 

within thirty (30) days.

3. Trust Asset Records. The Trustee shall obtain and maintain all records and 

information which the investment assets underlying the Trust Assets provide to investors similarly 

situated to Debtor, including capital account statements, distribution letters, investor updates, and 

Trust Asset 

Records

information, which Debtor agrees to provide under the terms of this Trust Agreement. Upon 

reasonable written request, any Beneficiary who has executed the Stipulated Protective Order 

[ECF #205] may obtain copies of any Trust Asset Records. Upon such request by a Beneficiary, 

the Trustee shall provide the Beneficiary copies of all requested books and records within thirty 

(30) days.

4. Interim Reports to Court. Beginning with a date which is fifteen (15) days after 

the end of the first full month following the Effective Date and, continuing on the fifteenth (15th) 

Final 

Distribution Date Trustee Accounting Reports

the Bankruptcy Court. The Trustee Accounting Reports, subject to any confidentiality obligations, 

will provide information on collections and disbursements, administrative costs, settlements, cash 

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 33 of 48
13 

confidentiality obligations would require Trustee to file the Trustee Accounting Reports with 

redactions or to omit from the public filing any material information regarding the Trust Assets, 

the Trustee shall file unredacted versions of the Reports under seal, with copies of unredacted 

versions of the Reports provided to Beneficiaries, who have executed the Stipulated Protective 

Order [ECF # 205].

5. Final Report to Court Prior to Final Distribution. Before making the final 

distribution, the Trustee shall file a written report with the Bankruptcy Court (which report shall 

constitute the final accounting of the Trust) showing the assets administered, the distributions 

made by the Trustee and the Final Distributions to be made b Final Trustee 

Accounting Report -class mail to all 

Beneficiaries of the filing of the Final Trustee Accounting Report. Any Beneficiary who fails to 

file and serve on the Trustee a written objection to any Trustee Accounting Reports or to the Final 

Trustee Accounting Report within thirty (30) days after such report or account is filed shall be 

deemed to have assented thereto and approved the contents thereof. Any objection to any report or 

accounting shall be resolved by the Bankruptcy Court. If no objection is filed to the Final Trustee 

Accounting Report within the time frame set forth above, then, upon making the Final Distribution 

in the manner set forth in the Final Trustee Accounting Report, the Trustee and all Trustee 

Professionals shall be: (a) fully discharged of their duties hereunder and under the Trust 

Agreement; and (b) fully discharged and released from all duties, liabilities and obligations of 

every kind and nature to the Beneficiaries, except as is expressly set forth in this Trust Agreement 

to the contrary; provided, however, that the foregoing shall not relieve the Trustee from liability 

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 34 of 48
14 

for gross negligence, fraud, willful misconduct, self-dealing or breach of fiduciary duty in the 

conduct of its duties as set forth herein.

6. Final Accounting of Trustee Upon Her Termination. Within thirty (30) days 

at least the following information:

(a)

hereunder;

(b) A summarized accounting in sufficient detail of all gains, losses, receipts, 

disbursements and other transactions in connection with the Trust and the Trust Assets during the 

(c) Separate entries for all receipts of principal and Trust Income;

(d)

accounting, including the cash balance on hand and the name and location of the depository where 

it is kept; and

(e) All known liabilities owed by the Trust.

Accounting has been filed and an opportunity to have a hearing on the approval of the Outgoing 

ARTICLE VI

DUTIES OF DEBTOR 

1. . Debtor agrees to make good faith efforts to cooperate 

with the Trustee in carrying out her duties to the Trust, including but not limited to:

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 35 of 48
15 

(a) Causing the transfer of Trust Assets to the Trust;

(b) Causing all Trust Assets Investment Information to be provided to the 

Trustee as set forth in this Agreement; and

(c) Ensuring that all distributions (whether in cash or in-kind) received by the 

Debtor from the investments listed in Exhibit A are distributed to the Trust.

2. Debtor Representation. Debtor represents that to the best of his knowledge, 

information and belief, there are no amounts owed by the Debtor on account of the Trust Assets 

other than an unpaid capital contribution in the approximate amount of $3,000 owed by Debtor in 

connection with his investment in 1313 Ventures, which is one of the Trust Assets.

ARTICLE VII 

BENEFICIARIES 

1. Effect of Death, Incapacity or Bankruptcy of Beneficiary. The death, incapacity 

or bankruptcy of a Beneficiary during the term of the Trust shall not operate to terminate the Trust, 

nor shall it entitle the representative or creditors of the deceased, incapacitated or bankrupt 

Beneficiary to an accounting or to take any action in any court or elsewhere for the distribution of 

the Trust Assets or for a petition thereof nor shall it otherwise affect the rights and obligations of 

the Beneficiary under this Trust Agreement or in the Trust.

2. Standing of Beneficiary. Except as expressly provided in this Trust Agreement, 

the Plan or the Confirmation Order, a Beneficiary does not have standing to direct the Trustee to 

do or not to do any act or to institute any action or proceeding at law or in equity against any party 

(other than the Trustee) upon or with respect to the Trust Assets, provided however, that each 

Beneficiary shall be a third-party beneficiary of this Trust Agreement and shall be entitled to rely 

upon and enforce the provisions of this Trust Agreement consistent with its terms, including 

Section 11.8. Each Beneficiary shall continue to have all rights and remedies with respect to the 

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 36 of 48
16 

Trustee and Debtor as provided under the Bankruptcy Code. For the avoidance of doubt, each 

 to enforce the provisions of this Trust Agreement shall include the ability to 

seek to compel the Trustee to take (or refrain from taking) certain action; provided, however, that 

such Beneficiary shall explain the basis for its position, meet and confer with the Trustee, and 

make a good faith effort to resolve the issue amicably before initiating any legal proceeding. To 

allow such discussions to continue, unless the situation presents a risk of immediate irreparable 

harm, no Beneficiary shall initiate any legal proceeding against the Trustee unless at least 30 days 

have elapsed since the Beneficiary first raised the issue to the Trustee.

3. Release of Liability by Beneficiary. A Beneficiary shall not release the Trustee 

from any duty, responsibility, restriction or liability as to such Beneficiary that would otherwise 

be imposed under this Trust Agreement unless such relief is approved by Final Order of the 

Bankruptcy Court.

ARTICLE VIII 

DISTRIBUTIONS 

1. Distributions from Trust Assets. All Distributions of Trust Assets made by the 

Trustee to the Beneficiaries shall be made only in accordance with the Plan, the Confirmation 

Order and this Trust Agreement, and only to the extent that the Trust has sufficient Trust Income 

from which to make such payments in accordance with and to the extent provided for in the Plan, 

the Confirmation Order and this Trust Agreement. Any Distribution made by the Trustee in good 

faith and if required hereby shall be binding and conclusive on all interested parties.

2. Distributions; Withholding. To the extent that sufficient funds are contained in 

the Trust from which to make a Distribution, the Trustee may make Distributions on an interim 

basis to the Beneficiaries from all net cash Trust Income and all other cash held in the Trust; 

provided, however, that the Trustee may retain such amounts (a) as are reasonably necessary to 

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 37 of 48
17 

meet contingent liabilities of the Trust, (b) to pay reasonable administrative expenses including, 

without limitation, the compensation to and reasonable, actual and necessary costs and expenses 

of the Trustee, including, without limitation, the fees and e

and tax liabilities of the Trust, and (c) to satisfy all other liabilities incurred or assumed by the 

Trust (or to which the Trust Assets are otherwise subject) in accordance with the Plan, the 

Confirmation Order and this Trust Agreement. All such Distributions shall be made as provided, 

and subject to any withholding, in this Trust Agreement, the Plan or the Confirmation Order. 

Additionally, the Trustee may withhold from amounts distributable to the Beneficiaries any and 

expense or by any law, regulation, rule, ruling, directive or other governmental requirement. In no 

event shall the Trustee be required to make any Distribution if the same would be administratively 

burdensome or unreasonably expensive in relation to the dollar amount of the total cash to be 

distributed. 

 3. cash on hand on the Effective Date after receipt of the Exit Financing, net of expenses and tax 

obligations of the Trust, pursuant to the following priority of distribution: 

(a) First, towards the payment of any outstanding Allowed Administrative 

Claims as of the Effective Date;

(b) Second, towards the payment of any outstanding Class 2 Priority Claims;

(c) Third, towards the payment of Class 3 and Class 4 unsecured claims (on a 

pro rata basis according to the size of their claims) up to the Liquidation Value;

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 38 of 48
18 

(d) Fourth, towards the Unsecured Exit Financing Claim as defined in the Plan 

(of the Class 7 Greenhouse Exit Financing);4

(e) Fifth, if the Liquidation Value has been met and the Class 7 Greenhouse Exit 

Financing Claim has been paid in full, any distributions shall be applied towards the payment of 

General Unsecured Claims (on a pro rata basis according to the size of their claims);

(f) After the Liquidation Value has been met and the Class 7 Greenhouse Exit 

Financing Claim has been paid in full, any distributions in excess of the Liquidation Value shall 

be made to holders of the General Unsecured Claims (on a pro rata basis according to the size of 

their claims). 

ARTICLE IX 

TERMINATION OF TRUST 

1. Maximum Term. The Trust shall commence as of the Effective Date and shall 

continue and remain in full force and until such time as the Trustee determines in her business 

judgment and consistent with her fiduciary obligations that the Trust no longer contains any 

Investment Assets and/or that the any Investment Assets remaining in the Trust no longer have 

any value.

2. Distribution Upon Termination. Upon the termination of the Trust, and following 

disbursement of final distributions to the Beneficiaries, including a reasonable amount of time not 

to exceed sixty (60) days after termination for the Trustee to sell in-kind distributions and 

distribute the proceeds to the Beneficiaries, the Trustee shall distribute the remaining Trust Assets 

4

 On September 12, 2023, the parties to the Updated Terms Sheet entered into that certain First 

Amendment to Binding Plan Terms Sheet Dated August 24, 2023 First Amendment

wherein the parties agreed that the Lenders could reduce the Exit Financing by an amount equal 

its Additional Trust Agreement Counsel not to exceed $15,000.

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 39 of 48
19 

and any Trust Income remaining in the Trust in accordance with the Plan, Confirmation Order 

and this Trust Agreement. 

3. Winding Up and Discharge of the Trustee. For the purposes of winding up the 

affairs of the Trust at its termination, the Trustee shall continue to act as Trustee until her duties 

have been fully discharged including, without limitation, the filing of all tax returns and any other 

filings or reports with the appropriate state or federal regulatory authorities and all time periods 

and all opportunity for such authorities to challenge such final tax returns have expired. After 

doing so, the Trustee, her agents and employees shall have no further duties or obligations 

hereunder, except as required by this Trust Agreement, the Plan, or applicable law concerning the 

termination of a trust. Upon a motion by the Trustee, the Bankruptcy Court may enter an order 

relieving the Trustee, her agents and employees of any further duties, discharging the Trustee and 

releasing its bond, if any.

ARTICLE X 

ADMINISTRATIVE EXPENSES 

1. Trust Administrative Expenses. The cost and expenses of the Trust, including, 

without limitation, the compensation to and the reimbursement of reasonable, actual and necessary 

costs, fees and expenses of the Trustee, including, without limitation, the fees, costs and expenses 

of the T

connection with this Trust Agreement, and any taxes and costs associated with tax filings, shall be 

paid from the Trust Assets.

2. At the time of making final distributions to the Beneficiaries, the Trustee may 

reserve amounts from the Trust Assets, that the Trustee deems necessary, to wind down the Trust 

and close the Bankruptcy Case. Any funds held by Trustee at the close of the Bankruptcy Case 

shall be distributed to the Beneficiaries, unless the Class 4 and 5 unsecured creditors have already 

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 40 of 48
20 

been paid in full. In the unlikely event that creditors receive 100 cents on the dollar of their claims, 

then the Debtor will receive the Trust excess.

ARTICLE XI 

MISCELLANEOUS PROVISIONS 

1. Amendments. The Trustee may propose to the Bankruptcy Court the modification, 

supplementation or amendment of this Trust Agreement; provided, however, that no such 

amendment shall permit the Trustee to act in any manner which is inconsistent with the Plan; 

provided, further, that the Trustee may not amend this Agreement without prior Court approval. 

Such modification, supplementation or amendment shall be in writing and filed with the 

Bankruptcy Court. No modification, supplementation or amendment of this Trust Agreement shall 

be effective except upon a Final Order of the Court.

2. Waiver. No failure by the Trustee to exercise or delay in exercising any right, power 

or privilege hereunder shall operate as a waiver, nor shall any single or partial exercise of any 

right, power or privilege hereunder preclude any further exercise thereof, or of any other right, 

power or privilege.

3. Cumulative Rights and Remedies. The rights and remedies provided in this Trust 

Agreement are cumulative and are not exclusive of any rights under law or in equity.

4. Irrevocability. The Trust is irrevocable.

5. Relationship to the Plan. The principal purpose of this Trust Agreement is to aid 

in the implementation of the Plan and, therefore, this Trust Agreement incorporates and is subject 

to the provisions of the Plan and the Confirmation Order. In the event that any provision of this 

Trust Agreement is found to be inconsistent with a provision of the Plan or the Confirmation Order, 

the provisions of the Plan or the Confirmation Order shall control.

Case 21-12844-RAM Doc 824 Filed 12/21/23 Page 41 of 48
21 

6. Division of Trust. Under no circumstances shall the Trustee have the right or power 

to divide the Trust unless authorized to do so by the Bankruptcy Court.

7. Governing Law. This Trust Agreement shall be governed and construed in 

accordance with the laws of the State of Florida, without giving effect to rules governing the 

conflict of laws.

8. Retention of Jurisdiction. Notwithstanding the Effective Date and to the fullest 

extent permitted by law, the Bankruptcy Court shall retain exclusive jurisdiction over the Trust 

after the Effective Date, including, without limitation, jurisdiction to resolve any and all 

controversies, suits and issues that may arise in connection therewith, including, without 

including without limitation, any action against the Trustee or any professional retained by the 

Trustee or the Trust, in each case in its capacity as such. Each party to this Trust Agreement hereby 

irrevocably consents to the exclusive jurisdiction of the Bankruptcy Court in any action to enforce, 

interpret or construe any provision of this Trust Agreement or of any other agreement or document 

delivered in connection with this Trust Agreement, and also hereby irrevocably waives any defense 

of improper venue, forum non conveniens or lack of personal jurisdiction to any such action 

brought in the Bankruptcy Court. Each party further irrevocably agrees that (i) any action to 

enforce, interpret or construe any provision of this Trust Agreement will be brought only in the 

Bankruptcy Court and (ii) all determinations, decisions, rulings and holdings of the Bankruptcy 

Court shall be final and non-appealable and not subject to reargument or reconsideration. Each 

party hereby irrevocably consents to the service by certified or registered mail, return receipt 

requested, to be sent to its address set forth in Section 11.12 of this Trust Agreement as each party 

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may designate from time to time by notice given in the manner provided above, of any process in 

any action to enforce, interpret or construe any provision of this Trust Agreement.

9. This Trust Agreement was drafted with input from the Debtor, Trustee, Olivia 

Sampaio, and the Lenders through their Additional Trust Agreement Counsel as defined in the 

First Amendment. The agreement shall not be construed against any one party.

10. Severability. In the event that any provision of this Trust Agreement or the 

application thereof to any person or circumstance shall be determined by the Bankruptcy Court or 

another court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder 

of this Trust Agreement, or the application of such provision to persons or circumstances, other 

than those as to which it is held invalid or unenforceable, shall not be affected thereby, and such 

provision of this Trust Agreement shall be valid and enforced to the fullest extent permitted by 

law.

11. Limitation of Benefits. Except as otherwise specifically provided in this Trust 

Agreement, the Plan or the Confirmation Order, nothing herein is intended or shall be construed 

to confer upon or to give any person other than the parties hereto and the Beneficiaries any rights 

or remedies under or by reason of this Trust Agreement.

12. Notices. All notices, requests, demands, consents and other communication 

hereunder shall be in writing and shall be deemed to have been duly given, if delivered in person 

or by facsimile with an electromechanical report of delivery or if sent by overnight mail or by 

registered or certified mail with postage prepaid, return receipt requested, to the following 

addresses.

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If to the Debtor: 

Harry B. Greenhouse 

215 South Dixie Highway 

Apt. A1406 

Miami, FL 33133 

With a copy to: 

Buchanan Ingersoll & Rooney, P.C. 

Two South Biscayne Blvd., Suite 1500 

Miami, FL 33131 

Attn: Nicole Grimal Helmstetter, Esq. 

If to the Trustee: 

Linda M. Leali 

2525 Ponce de Leon Blvd., Suite 300 

Coral Gables, FL 33134 

If to Lenders: 

Lee Greenhouse and Flora Lazar 

P.O. Box 106 

Taconic, Connecticut 06079 

With a copy to: 

Richard A. Saldinger 

Landsman Saldinger Carroll, PLLC 

161 N. Clark Street, Suite 1600 

Chicago, Illinois 60601 

If to the Beneficiaries: 

[The contact information included in creditor claims forms and counsel or record.] 

Notice of any application to the Bankruptcy Court shall also be provided to the Office of 

the United States address as follows: 

Office of the United States Trustee: 

51 S.W. First Avenue, Suite 1204 

Miami, Florida 

Attn: Steven Schneiderman, Esq. 

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The parties may designate in writing from time to time other and additional places to which 

notices may be sent. All demands, requests, consents, notices and communications shall be deemed 

to have been given (a) at the time of actual delivery thereof, (b) if given by certified or registered 

mail, five (5) business days after being deposited in the United States mail, postage prepaid and 

properly addressed, or (c) if given by overnight courier, the next business day after being sent, 

charges prepaid and properly addressed. 

13. Further Assurances. From and after the Effective Date, the parties hereto covenant 

and agree to execute and deliver all such documents and notices and to take all such further actions 

as may reasonably be required from time to time to carry out the intent and purposes of this Trust 

Agreement, and to consummate the transactions contemplated hereby.

14. Integration. This Trust Agreement, the Plan and the Confirmation Order constitute 

the entire agreement with, by and among the parties, and there are no representations, warranties, 

covenants or obligations except as set forth herein, in the Plan and in the Confirmation Order. This 

Trust Agreement, together with the Plan and the Confirmation Order, supersede all prior and 

contemporaneous agreements, understandings, negotiations and discussions, written or oral, of the 

parties hereto, relating to any transaction contemplated hereunder. Except as otherwise provided 

herein, the Plan or Confirmation Order, nothing herein is intended or shall be construed to confer 

upon or give any person other than the parties hereto and the Beneficiaries any rights or remedies 

under or by reason of this Trust Agreement.

15. Successors or Assigns. The terms of this Agreement shall be binding upon and 

shall inure to the benefit of the parties hereto and their respective successors and assigns.

16. Interpretation. The enumeration and section headings contained in this Trust 

Agreement are solely for convenience of reference and shall not affect the meaning or 

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interpretation of this Trust Agreement or of any term or provision hereof. Unless the context 

otherwise requires, whenever used in this Trust Agreement the singular shall include the plural 

and the plural shall include the singular, and words importing the masculine gender shall include 

the feminine and the neuter, if appropriate, and vice versa, and words importing persons shall 

 refer to this Trust Agreement as a whole and not to 

any particular section or subsection hereof unless the context requires otherwise.

17. Counterparts. This Agreement may be signed by the parties hereto in counterparts, 

which, when taken together, shall constitute one and the same document. 

ARTICLE XII

CONCERNING THE BENEFICIARIES 

1. Requirement of Undertaking. The Trustee may request any court to require, and 

any court may in its discretion require, in any suit against the Trustee for any action taken or 

omitted by the Trustee, that the filing party litigant in such suit post an undertaking to pay the 

s costs of such suit, and such court may in its discretion assess reasonable costs, including 

and good faith of the claims or defenses made by such party litigant.

2. No Assignment. Except as otherwise provided herein, the obligations, duties or 

rights of the Trustee under this Agreement shall not be assignable, voluntarily, involuntarily or by 

operation of law, and any such attempted assignment shall be void.

3. Trust Year. The Trust will utilize the 12 month period selected by the Trustee as 

its year for tax and financial accounting purposes. This may be the calendar year.

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ARTICLE XIII

MISCELLANEOUS PROVISIONS 

1. Indemnification. The Trust shall indemnify and hold the Trustee harmless from 

and against any damages, costs, claims and other liabilities incurred in connection with her 

respective duties and responsibilities hereunder, other than those damages, costs, claims and other 

liabilities that result from her respective gross negligence, self-dealing, breach of fiduciary duty or 

willful misconduct.

2. Bond. The Trustee shall post an initial bond in favor of the Trust in an amount equal 

to $100,000. The cost of such bond is paid by the Trust. This bond shall be adjusted at the 

beginning of each quarter beginning April 1, 2024 to an amount that is no less than 150% of the 

Notwithstanding the foregoing, the bond shall be no less than 

$100,000. 

IN WITNESS WHEREOF, the parties hereto have either executed and acknowledged this 

Trust Agreement or caused it to be executed and acknowledged on their behalf by their duly 

authorized officers all as of the date first above written. ______________________________ Harry Beck Greenhouse _______________________________ Linda M. Leali 

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