EXHIBIT A 

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IN THE UNITED STATES BANKRUPTCY COURT 

FOR THE NORTHERN DISTRICT OF TEXAS 

FORT WORTH DIVISION 

In re: 

THE PILL CLUB PHARMACY 

HOLDINGS, LLC, et al.,1

 Debtors. 

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Chapter 11 

Case No. 23-41090 (ELM) 

(Jointly Administered) 

LIQUIDATING TRUST AGREEMENT 

This Liquidating Trust Agreement (the “Agreement” or Liquidating Trust Agreement”), is 

made effective as of the Effective Date of the Plan (as the term Effective Date is defined in the 

Plan), by and among (i) The Pill Club Pharmacy Holdings, LLC and its affiliates (the “Pill Club”), 

as debtor and debtor in possession (the “Debtors”) in the above-captioned chapter 11 case (the 

“Bankruptcy Case”) pending in the United States Bankruptcy Court for the Northern District of 

Texas (the “Bankruptcy Court”), (ii) the Official Committee of Unsecured Creditors of the Pill 

Club (the “Committee”), and (iii) Mark Shapiro, as the trustee (the “Trustee”) for the Beneficiaries 

(as defined below). 

RECITALS 

A. On April 18, 2023, the Debtors filed voluntary petitions for relief under chapter 11 

of title 11 of the United States Code (the “Bankruptcy Code”) with the Bankruptcy Court. 

B. On January 25, 2024, the Debtors filed Modified Chapter 11 Plan (Docket No. 568). 

On ___________, 2024, the Bankruptcy Court entered an order (Docket. No. _____) (the 

“Confirmation Order”) confirming the Joint Chapter 11 Plan of Liquidation for Debtor Hey Favor, 

Inc., the Pill Club Pharmacy Holdings, LLC, MedPro Pharmacy, LLC, MobiMeds, Inc., FVR 

Medical Group, Inc., FVR Medical Group of New Jersey, PC, FVR Medical Group of Kansas, PA, 

and FVR Medical Group of Texas, PA (Docket. No. ______). 

C. This Trust (as defined below) is established pursuant to the Plan as a liquidating 

trust in accordance with Treasury Regulation Section 301.7701-4(d) for the sole purpose of 

liquidating the Liquidating Trust Assets (as defined below), with no objective to continue or 

1

 The Debtors in these chapter 11 cases, along with the last four digits of each Debtor’s federal tax identification 

number, are: Hey Favor, Inc. (3206), The Pill Club Pharmacy Holdings, LLC (0112), MedPro Pharmacy, LLC (1138), 

MobiMeds, Inc. (3165), FVR Medical Group, Inc. (6320), FVR Medical Group of New Jersey, PC (2934), FVR 

Medical Group of Kansas, PA (5449), and FVR Medical Group of Texas, PA (6479). The service address for the 

Debtors is: 411 Borel Avenue, San Mateo, CA 94402. 

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engage in the conduct of a trade or business except to the extent reasonably necessary to, and 

consistent with, the liquidating purpose of this Trust. 

D. Capitalized terms used in this Agreement and not defined herein have the meanings 

ascribed to them in the Plan, or if not defined in the Plan, the meanings ascribed to them in the 

Bankruptcy Code. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements 

contained herein and in the Plan, the Debtors, the Trustee and the Committee agree as follows: 

ARTICLE I 

DEFINITIONS 

1.01 Definitions. 

“Avoidance Actions” means all rights to avoid transfers or distributions and recover any 

such avoided transfers or distributions for the benefit of the Estate under chapter 5 of the 

Bankruptcy Code or otherwise, including, but not limited to, sections 506(d), 522, 541, 542, 543, 

544, 545, 547, 548, 549, 550, 551, or 553 of the Bankruptcy Code, or otherwise under the 

Bankruptcy Code or under similar or related state or federal statutes and common law, including, 

without limitation, all preferential transfers, fraudulent conveyances, fraudulent transfers, voidable 

transfers, and/or other similar avoidance claims, rights, and causes of action, whether or not 

demand has been made or litigation has been commenced as of the Effective Date to prosecute 

such Avoidance Actions; provided, however, that Avoidance Actions does not include any claims 

or Causes of Action waived by the Debtors pursuant to the Avoidance Action Stipulation. 

“Beneficiaries” or “Beneficial Interests” means holders of or beneficial interests in 

Liquidating Trust Units. 

“Causes of Action” means any claims, interests, damages, remedies, causes of action, 

demands, rights, actions, suits, obligations, liabilities, accounts, defenses, offsets, powers, privileges, 

licenses, liens, indemnities, guaranties, and franchises of any kind or character whatsoever, whether 

known or unknown, foreseen or unforeseen, existing or hereafter arising, contingent or noncontingent, liquidated or unliquidated, secured or unsecured, assertable directly or derivatively, 

matured or unmatured, suspected or unsuspected, in contract, tort, law, equity, or otherwise. “Causes 

of Action” also include: (a) all rights of setoff, counterclaim, or recoupment; claims under contract, 

including, but not limited to: (i) payment of a specific sum of money, (ii) adjustment or interpretation 

of contract terms, and/or (iii) other relief arising under or relating to the contract; claims to damages, 

including, but not limited to: (i) consequential damages, (ii) punitive damages, (iii) nominal 

damages, and/or (iv) litigation costs; claims for the breach of any fiduciary duty including, but not 

limited to those imposed by common law, and/or allowed under tort law, including, but not limited 

to the duty of: (i) loyalty, (ii) good faith and fair dealing, (iii) confidentiality, (iv) disclosure, (v) care, 

(vi) impartiality, (vii) tortious interference, and (viii) aiding and abetting the breach of a fiduciary 

duty; equitable claims, including, but not limited to: (i) specific performance, (ii) reformation, (iii) 

restitution, (iv) injunction, (v) subrogation, (vi) impossibility of performance, (vii) tracing, (viii) 

constructive trust and resulting trust, and (ix) declaratory relief; state fraudulent transfer claims, in 

any state where Debtors operated; and all rights and defenses under common law, including but not 

limited to: (i) fraud, (ii) mistake, (iii) duress, and (iv) usury; (b) the right to object to or otherwise 

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contest Claims or Interests; (c) claims pursuant to sections 362, 510, 542, 543, 544 through 550, or 

553 of the Bankruptcy Code; and (d) such claims and defenses as fraud, mistake, duress, and usury, 

and any other defenses set forth in section 558 of the Bankruptcy Code.” 

“Claim” means any claim, as defined in section 101(5) of the Bankruptcy Code, against 

any of the Debtors. 

“Confidential Party” and “Confidential Parties” shall have the meaning ascribed in Section 

10.11, infra. 

“Disputed” means, as to a Claim or an Interest, a Claim or an Interest: (a) that is not 

Allowed; (b) that is not disallowed under the Plan, the Bankruptcy Code, or a Final Order, as 

applicable; and (c) with respect to which a party in interest has filed a Proof of Claim or otherwise 

made a written request to a Debtor for payment, without any further notice to or action, order, or 

approval of the Bankruptcy Court. 

“Disputed Claim” means any Claim that is or hereafter may be listed on the Schedules as 

disputed, contingent, or unliquidated, or which is objected to in whole or in part prior to the Claims 

Objection Deadline and has not been Allowed in whole or in part by settlement or Final Order or 

compromised, settled, or otherwise resolved pursuant to the authority granted to the Trustee under 

the Plan and the Liquidating Trust Agreement. 

“Disputed Claims Reserve” means the reserve established by the Trustee for the benefit of 

Holders of Disputed Claims. Any such reserve shall be made from the Liquidating Trust Assets 

and shall consist of the amounts payable to Holder(s) of Disputed Claim(s), which amounts shall 

be funded at the time of any Distributions, subject to available funds. 

“Distribution” means any distribution to Holders of Allowed Claims, Liquidating Trust 

Beneficiaries, or their permitted designee(s) or assignee(s) under or pursuant to the Plan or the 

Liquidating Trust Agreement. 

“Distribution Record Date” means the record date for purposes of making Distributions 

under the Plan on account of Allowed Claims, which date shall be the Effective Date. 

“General Unsecured Claim” means any Claim other than an Other Priority Claim, a 

Prepetition Lender Claim that is a Secured Claim, or a Section 510(b) Claim.. 

“Holder” means the legal or beneficial holder of any Claim or Equity Interest. 

“Liquidating Trust Advisors” means any firm(s) or individual(s) retained by a Trustee to 

serve as a legal counsel or provide other professional services in connection with the performance 

of the Trustee’s duties and responsibilities under this Plan and a Liquidating Trust Agreement. 

“Liquidating Trust Assets” means (i) the Liquidating Trust Causes of Action, and (ii) all 

other Assets of the Debtors and their Estates as of the Effective Date, excluding Assets previously 

distributed and not otherwise subject to recovery. 

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“Liquidating Trust Causes of Action” means all Causes of Action held or owned by the 

Debtors’ Estates immediately prior to the Effective Date (whether asserted directly or derivatively) 

against all parties; provided that the Liquidating Trust Causes of Action exclude (i) any Claims or 

Causes of Action released or exculpated as provided in the Plan. The Liquidating Trust Causes of 

Action shall include all Causes of Action. 

“Liquidating Trust Operating Expenses” means the overhead and other operational 

expenses of the Liquidating Trust, including, but not limited to, (i) reasonable compensation for 

the Trustee in accordance with the Liquidating Trust Agreement, (ii) costs and expenses incurred 

by the Trustee in administering the Liquidating Trust, (iii) Statutory Fees that may become payable 

by the Liquidating Trust after the Effective Date to the U.S. Trustee, and (iv) any fees and expenses 

payable to the Liquidating Trust Advisors. 

“Liquidating Trust Recoveries” means the recoveries from the Liquidating Trust on 

account of any proceeds from the liquidation of any Liquidating Trust Assets. 

“Liquidating Trust Units” means beneficial interests in the Liquidating Trust entitling each 

Holder thereof to receive its Pro Rata Share of Distributions of Liquidating Trust Recoveries. 

“Professional Fee Claim” means a Claim under sections 328, 330(a), 331, or 503 of the 

Bankruptcy Code for compensation of a Professional or other Entity for services rendered or 

expenses incurred in the Bankruptcy Case. 

“Pro Rata Share” means, with respect to any Distribution on account of any Allowed 

Claim, a percentage represented by a fraction (i) the numerator of which shall be an amount equal 

to such Claim and (ii) the denominator of which shall be an amount equal to the aggregate amount 

of Allowed Claims in the same Class as such Claim, provided that in cases where Pro Rata Share 

is used in reference to series of Liquidating Trust Units distributed to multiple series or Classes, 

Pro Rata Share means the portion that such Holder’s Claim in a particular Class bears to the 

aggregate amount of all Allowed Claims in such series or Class entitled to Distributions as of the 

date of such Distribution. 

“Trust Advisory Board” means the board to be appointed in accordance with, and to 

exercise the duties set forth in, this Liquidating Trust Agreement, which duties shall be in the 

nature of overseeing the actions of the Trustee pertaining to the administration of the Liquidating 

Trust, including the removal of the Trustee. 

ARTICLE II 

PURPOSE OF THE TRUST 

2.01 Purpose. The Trust shall be established for the sole purpose of liquidating the Liquidating 

Trust Assets, in accordance with Treasury Regulation Section 301.7701-4(d), with no objective to 

continue or engage in the conduct of any trade or business except to the extent reasonably 

necessary to, and consistent with, the purpose of the Trust. The Liquidating Trust is established 

for the purpose of, among other things, (i) investigating and, if appropriate, pursuing the 

Liquidating Trust Causes of Action, (ii) administering, monetizing and liquidating the Liquidating 

Trust Assets, (iii) resolving all Disputed Claims, if appropriate, and (iv) making all Distributions 

from the Liquidating Trust as provided for in the Plan and this Agreement. 

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2.02 Relationship. This Agreement is intended to create a trust and a trust relationship to be 

governed and construed in all respects as a liquidating trust. The relationship of the Beneficiaries 

to the Trustee shall be solely that of beneficiaries of a trust and shall not be deemed a principal or 

agency relationship, and Beneficiaries’ rights shall be limited to those conferred upon them by this 

Agreement. 

ARTICLE III 

ESTABLISHMENT OF THE TRUST 

3.01 Name of the Trust. The name of the Trust shall be the Pill Club Liquidating Trust (referred 

to herein as the “Trust”). 

3.02 Incorporation of Plan. The Plan and Confirmation Order are each hereby incorporated into 

this Agreement and made a part hereof by this reference, to the extent applicable; provided, 

however, to the extent that there is conflict between the provisions of this Agreement, the 

provisions of the Plan, and/or the Confirmation Order, each such document shall have controlling 

effect in the following order: (1) the Confirmation Order, (2) the Plan, and (3) this Agreement. All 

rights and powers of the Liquidating Trust and Liquidating Trustee set forth in the Plan and 

Confirmation Order are expressly incorporated by reference herein. 

3.03 Transfer of Property of the Estate to the Trust. Except as otherwise provided by the Plan 

or this Agreement, on the Effective Date, pursuant to section 1141(b) of the Bankruptcy Code, the 

Liquidating Trust Assets shall vest in the Liquidating Trust free and clear of all Claims, Liens, 

charges or other encumbrances, on the condition that the Trustee comply with the terms of the 

Plan, including the making of all payments and distributions to Creditors provided for in the Plan. 

The Trust hereby expressly accepts the transfer to the Trust of the Liquidating Trust Assets and 

any other transfers contemplated by the Plan in the time and manner as, and subject to the terms, 

contemplated in the Plan. The Debtors shall execute and deliver such documents to the Trust as 

the Trustee reasonably requests to transfer and assign the Liquidating Trust Assets to the Trust. 

3.04 Title to the Liquidating Trust Assets. The Trustee shall hold title to the Liquidating Trust 

Assets for the benefit of the Beneficiaries, subject to the terms of the Plan and this Agreement. All 

Liquidating Trust Assets held by the Liquidating Trust on the Effective Date (except for those 

assets attributable to the Disputed Claims Reserve) shall be deemed for federal income tax 

purposes to have been distributed by the Debtors on a Pro Rata share basis to those Holders of 

Allowed Claims that are entitled to receive Distributions from the Liquidating Trust, and then 

contributed by such Holders to the Liquidating Trust in exchange for their Beneficial Interests. All 

Holders of Claims have agreed or shall be deemed to have agreed to use the valuation of the Assets 

transferred to the Liquidating Trust as established by the Trustee for all federal income tax 

purposes. The Beneficiaries under the Liquidating Trust will be treated as the grantors and deemed 

owners of the Liquidating Trust. The Liquidating Trust will be responsible for filing information 

on behalf of the Liquidating Trust as grantor trust pursuant to Treasury Regulation Section 1.671-

4(a). Accordingly, for federal income tax purposes, it is intended that the Beneficiaries be treated 

as if they had received a distribution from the Estate of an undivided interest in each of the 

Liquidating Trust Assets ((i) to the extent of the value of their respective share in the applicable 

assets and (ii) except for those assets attributable to the Disputed Claims Reserve) and then 

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contributed such interests to the Liquidating Trust, and the Liquidating Trust’s Beneficiaries will 

be treated as the grantors and owners thereof. 

3.05 Appointment of the Trustee. Pursuant to the Plan, Mark Shapiro has been designated to 

serve as the Trustee, and he accepts such appointment and agrees to serve in such capacity, as of 

the Effective Date. The Trustee shall be deemed to be appointed pursuant to section 1123(b)(3)(B) 

of the Bankruptcy Code. 

3.06 Rights of Debtors. On the Effective Date, the Trustee shall succeed to and be vested with 

all of the Debtors’ rights, title and interest in the Liquidating Trust Assets, but subject to the terms 

of the Plan and this Agreement, and the Debtors will have no further interest in or with respect to 

the Liquidating Trust Assets or this Trust, and the Trustee shall be vested with all rights and 

discretion regarding the Liquidating Trust Assets. In no event shall any part of Liquidating Trust 

Assets revert to or be distributed to the Debtors or the holders of the Debtors’ Equity Interests. 

Additionally, the Trustee shall succeed to and be vested with all rights and legal privileges of the 

Debtors and their Estates, specifically including, but not limited to, the attorney-client privilege 

and work product privileges. After the Effective Date, the Trustee shall control all applicable legal 

privileges of the Debtor and their Estates, including control over whether to assert or waive 

attorney-client privilege for matters arising from or relating to transactions or activity occurring 

prior to the Effective Date. 

3.07 Nontransferability of Beneficial Interests. Any and all Beneficial Interests shall be 

nontransferable except (i) upon death of the Holder, (ii) by operation of law, or (iii) to an affiliate 

of the Holder. Beneficiaries shall have no voting rights with respect to such Beneficial Interests. 

3.08 Beneficial Interests are Beneficial Only. The ownership of Beneficial Interests shall not 

entitle any holder thereof to any title in or to the Liquidating Trust Assets as such (which title shall 

be vested in the Trustee) or to any right to call for a partition or division of the assets of the Trust 

or to require an accounting. 

3.09 Conflicting Claims to Beneficial Interests. If any dispute arises with respect to the 

ownership or control of Beneficial Interests or any holder thereof or the right to receive any 

distribution in respect thereof, or if there is any disagreement among persons claiming to be 

permitted successors of any Beneficial Interest resulting in adverse claims or demands being made 

in connection with Beneficial Interests (an “Ownership Dispute”), the Trustee shall be entitled to 

refuse to comply with any demand or direction made by any party to such Ownership Dispute. In 

so refusing, the Trustee may elect to make no payment or distribution with respect to the Beneficial 

Interests relating to the Ownership Dispute or any part thereof, or to make payment or distribution 

in escrow as provided below, and to refer such Ownership Dispute to the Bankruptcy Court or 

another court of competent jurisdiction, which shall have jurisdiction over resolution of such 

Ownership Dispute. In so doing, the Trustee shall not be or become liable to any of such parties 

for its refusal to comply with any demand or direction made by them, nor shall the Trustee be 

liable for interest or any other charges on any funds which it may so withhold. The Trustee shall 

be entitled to refuse to act until either (i) the rights of the adverse claimants have been adjudicated 

by a final judgment, or (ii) all differences have been resolved by a valid written agreement among 

all of such parties and the Trustee, which agreement shall include a complete release of the Trustee 

and his respective professionals. With respect to any payment or distribution to be made, the 

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Trustee may make such payment or distribution into an escrow account until disposition thereof 

shall be determined by court order or by written agreement among the interested parties to such 

dispute; provided, however, that after providing interested parties at least 30 days’ notice, if no 

action has been commenced within 90 days after the relevant distribution date, the property which 

is the subject of the dispute shall irrevocably become Unclaimed Distributions. 

ARTICLE IV 

THE TRUSTEE 

4.01 Authority of the Trustee. Subject to Article V of this Agreement, the Trustee is hereby 

empowered to, subject to the limitations set forth in this Agreement, take any and all actions to 

effectuate the operations, completion, and purpose of the Trust. Without limiting the generality of 

the previous sentence, the Trustee shall have the power to, for the benefit of the Beneficiaries 

without approval of the Bankruptcy Court: 

(i) except to the extent Claims have been previously Allowed, control and effectuate 

the Claims reconciliation process, including to object to, seek to subordinate, compromise or settle 

any and all Claims against the Debtors; 

(ii) make Distributions to holders of Allowed Claims in accordance with the Plan; 

(iii) exercise its reasonable business judgment to direct and control the wind down, 

liquidation, sale and/or abandoning of the remaining assets of the Debtors under the Plan and in 

accordance with applicable law as necessary to maximize Distributions to holders of Allowed 

Claims; 

(iv) Prosecute all Causes of Action on behalf of the Debtors, elect not to pursue any 

Causes of Action, and determine whether and when to compromise, settle, abandon, dismiss, or 

otherwise dispose of any such Causes of Action, as the Liquidating Trustee may determine is in 

the best interests of the Debtors; 

(v) make payments to existing professionals who will continue to perform in their 

current capacities; retain professionals to assist in performing its duties under the Plan; 

(vi) maintain the books and records and accounts of the Debtors; 

(vii) retain professionals to assist in performing its duties under the Plan; 

(viii) invest Cash of the Debtors, including any Liquidation Proceeds, including any 

Causes of Action, and any income earned thereon; 

(ix) incur and pay reasonable and necessary expenses in connection with the 

performance of duties under the Plan, including the reasonable fees and expenses of professionals 

retained by the Liquidating Trustee; 

(x) administer each Debtor’s tax obligations, including (i) filing tax returns and paying 

tax obligations, (ii) requesting, if necessary, an expedited determination of any unpaid tax liability 

of each Debtor or its estate under Bankruptcy Code section 505(b) for all taxable periods of such 

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Debtor ending after the Petition Date through the liquidation of such Debtor as determined under 

applicable tax laws and (iii) representing the interest and account of each Debtor or its estate before 

any taxing authority in all matters including, without limitation, any action, suit, proceeding or 

audit; 

(xi) prepare and file any and all informational returns, reports, statements, returns or 

disclosures relating to the Debtors that are required hereunder, by any Governmental Unit or 

applicable law; 

(xii) determine whether to create a liquidating trust for the assets of a Debtor and which 

assets to transfer to such liquidating trust; 

(xiii) perform other duties and functions that are consistent with the implementation of 

the Plan. 

4.02 Limitations on Trustee’s Authority. 

(i) The Trustee, as his or her primary purpose, is not authorized to engage in any trade 

or business with respect to the Liquidating Trust Assets, but shall engage only in activity 

reasonably necessary to, and consistent with, the liquidating purpose of the Trust. All actions taken 

by the Trustee shall be consistent with the expeditious but orderly liquidation of the Liquidating 

Trust Assets as is required by applicable law and consistent with the treatment of the Trust as a 

liquidating trust under Treasury Regulation Section 301.7701-4(d). 

(ii) The Trustee shall liquate and convert to Cash the Liquidating Trust Assets in an 

expeditious but orderly manner, make timely Distributions, and not unduly prolong the duration 

of the Trust. 

(iii) Any investments of the Cash portion of the Liquidating Trust Assets by the Trustee 

must be permitted investments for a liquidating trust within the meaning of Treasury Regulation 

Section 301.7701-4(d), or under applicable Internal Revenue Service guidelines, rulings, or other 

controlling authority. 

4.03 Discretion. Subject to Article V of this Agreement, the Trustee shall have absolute 

discretion to pursue, or not pursue, any and all claims, rights, or causes of action, as he or she 

determines is in the best interests of the Beneficiaries and consistent with the purposes of the Trust, 

and shall have no liability for the outcome of its decisions, except as set forth herein and in the 

Plan. Except as expressly set forth in the Plan and Article V of this Agreement, and subject to his 

or her duties and obligations, the Trustee, on behalf of the Trust, shall have absolute discretion in 

the administration of the Trust and Liquidating Trust Assets. The Trustee may incur any reasonable 

and necessary expenses in liquidating and converting the Liquidating Trust Assets to Cash. 

4.04 Retention of Professionals. The Trustee may retain and compensate attorneys and other 

professionals (including any professional who represented a party in interest in the Bankruptcy 

Case) to assist in his or her duties as the Trustee on such terms as the Trustee deems appropriate. 

The Trustee shall be entitled to rely, in good faith, on the advice of his or her or the Trust’s, as 

applicable, retained professionals. Accordingly, the Trustee, on behalf of the Liquidating Trust, 

may employ, without further order of the Bankruptcy Court, any Liquidating Trust Advisors to 

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assist in carrying out the Trustee’s duties under the Plan, Plan Confirmation Order, and this 

Agreement and may compensate and reimburse the reasonable expenses of the Liquidating Trust 

Advisors from the Liquidating Trust Assets in accordance with the Plan and this Agreement 

without further Order of the Bankruptcy Court. 

4.05 Liability of Trustee and Trust Representatives. Neither the Trustee, nor the employees, 

professionals, agents, and representatives of the Trust or the Trustee, nor members of the Trust 

Advisory Board, defined in Article V of this Agreement (collectively the “Covered Persons”), shall 

be held liable for actions taken or omitted in his, her, its or their capacity as, or on behalf of, the 

Trust or Trustee, except those acts arising out of his, her, its or their bad faith, willful misconduct, 

reckless disregard of duty, criminal conduct, gross negligence, fraud, self-dealing, or, in the case 

of an attorney or other professional, malpractice, and each shall be entitled to indemnification and 

reimbursement from the Trust for fees and expenses in defending any and all of its actions or 

inactions in his, her, its or their capacity as, or on behalf of, the Trust or Trustee. All Persons 

dealing with the Trustee shall look only to the Liquidating Trust Assets to satisfy any liability 

incurred by the Trustee in carrying out the terms of this Agreement, and, subject to the preceding 

portions of this section, none of the Covered Persons shall have any personal obligation to satisfy 

any such liability. 

4.06 Compensation of the Trustee and Other Employees or Agents. The Trustee and the Trust’s 

employees and agents shall be entitled to receive reasonable compensation paid by the Trust with 

the Liquidating Trust Assets. The Trustee shall be compensated at his or her normal hourly rate, 

plus the reimbursement of actual and necessary out of pocket expenses. The Trust may pay such 

expenses in the ordinary course without application or notice to the Bankruptcy Court or any other 

court. For the avoidance of doubt, the Trustee may, in his or her reasonable discretion, pay the 

costs and expenses of the Trust, Trustee, or any Trust professional, employee or agent before 

approving or making any Distributions to the Beneficiaries. 

4.07 Exculpation; Indemnification. All of the Covered Persons shall be, and hereby are, 

exculpated by all Persons, including the Beneficiaries, from any and all claims, causes of action 

and other assertions of liability arising out of the discharge of the powers and duties conferred 

upon them by the Plan, this Agreement, or any Order of the Bankruptcy Court entered pursuant to, 

or in furtherance of, the Plan, or by applicable law, except for actions or omissions that are 

determined by a Final Order to have arisen out of his, her, its, or their own bad faith, willful 

misconduct, reckless disregard of duty, criminal conduct, gross negligence, fraud, self-dealing, or 

in the case of an attorney or other professional (and as required by any applicable rules of conduct), 

malpractice. No Person shall have, or be permitted to pursue, any claim or cause of action against 

any of the Covered Persons for making payments in accordance with the Plan, or for implementing 

any other provision of the Plan. To the fullest extent permitted by applicable law, the Trust shall 

(i) indemnify, defend, and hold harmless the Covered Persons from and against any and all losses, 

claims, damages, liabilities and expenses, including, without limitation, reasonable attorneys’ fees, 

disbursements and related expenses that the Covered Persons may incur or to which the Covered 

Persons may become subject in connection with any actions or inactions in their capacity as such, 

except for actions or inactions involving bad faith, willful misconduct, reckless disregard of duty, 

criminal conduct, gross negligence, fraud, self-dealing, or, in the case of an attorney or other 

professional (and as required by any applicable rules of conduct), malpractice, and (ii) the Covered 

Persons shall be entitled to obtain advances from the Trust to cover their reasonable fees and 

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expenses incurred in defending any such actions or inactions. The foregoing indemnity in respect 

of any Covered Person shall survive the termination of such Covered Person from the capacity for 

which they are indemnified. For the avoidance of doubt, the rights to indemnification hereunder 

are not exclusive of other rights which a person entitled to indemnification may otherwise have at 

law or in equity, including, but not limited to, common law rights to indemnification or 

contribution. 

4.08 Removal or Replacement of the Trustee. 

A. Termination. The duties, responsibilities and powers of the Trustee shall terminate 

on the date the Trust is dissolved, provided that Sections 4.05-4.07 hereof shall survive such 

termination and dissolution. 

B. Resignation. The Trustee may resign by giving not less than sixty (60) days prior 

written notice to the Trust Advisory Board and Bankruptcy Court; provided, however, such 

resignation shall not become effective until the appointment of a successor trustee by the Trust 

Advisory Board. If a Trustee resigns from its position hereunder, subject to a final accounting, 

such Trustee shall be entitled to all accrued but unpaid fees, expenses, and other compensation to 

the extent incurred, arising or relating to events occurring before such resignation, and any out-ofpocket expenses reasonably incurred in connection with the transfer of all powers and duties to the 

successor Trustee. 

C. Removal. The Trustee may be removed by the Bankruptcy Court or unanimous vote 

of the Trust Advisory Board with or without cause. Any removal of the Trustee shall become 

effective as of the date specified by the Bankruptcy Court. In the event of the removal of the 

Trustee, subject to a final accounting, the Trustee shall be entitled to immediate payment of all 

fees, expenses, and other compensation earned through and including the effective date of such 

removal, and any out-of-pocket expenses reasonably incurred in connection with the transfer of all 

powers and duties to the successor trustee. 

4.09 Inquiries into the Trustee’s Authority. Except as otherwise set forth in this Agreement or 

the Plan, no Person dealing with the Trust shall be obligated to inquire into the authority of the 

Trustee in connection with the protection, conservation, or disposition of the Liquidating Trust 

Assets. 

ARTICLE V 

TRUST ADVISORY BOARD 

5.01 Establishment of Trust Advisory Board. 

(a) The Trust Advisory Board shall be comprised of one member, to be selected by the 

Committee, respectively, and identified on Annex A hereto. 

(b) The sole member of the Trust Advisory Board may designate (i) one or more 

representatives who shall attend meetings of and participate in other activities of the Trust 

Advisory Board and (ii) an alternate representative to attend meetings and participate in other 

activities of the Trust Advisory Board when the representatives designated pursuant to clause (i) 

above are unavailable. 

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(c) Notwithstanding anything in this Section 5.01 or Section 5.02, the Trust Advisory 

Board shall not take any action which will cause the Liquidating Trust to fail to qualify as a 

“liquidating trust” for U.S. federal income tax purposes. 

(d) Except as expressly provided herein, the affirmative vote of the sole member of the 

Trust Advisory Board shall be the act of the Trust Advisory Board with respect to any matter that 

requires the determination, consent, approval or agreement of such board. The sole member of the 

Trust Advisory Board may participate in a regular or special meeting by, or conduct the meeting 

through the use of, conference telephone or similar communications equipment by means of which 

all persons participating in the meeting may hear each other, in which case any required notice of 

such meeting may generally describe the arrangements (rather than or in addition to the place) for 

the holding thereof. The sole member of the Trust Advisory Board participating in a meeting by 

this means is deemed to be present in person at the meeting. 

(e) The Trust Advisory Board member and its representative shall be recused from the 

Trust Advisory Board’s deliberations and votes on any matters as to which such member has a 

conflicting interest. If a Trust Advisory Board member or its representative does not recuse itself 

from any such matter, the Trust Advisory Board member and its representative may be recused 

from such matter by the Trustee; provided, however, the Trust Advisory Board member excluded 

or challenged as conflicted may seek a ruling on such issue from the Bankruptcy Court on an 

emergency basis, with all business of the Trust affective by such alleged conflict stayed pending 

adjudication of such dispute by the Bankruptcy Court; provided, further, that the determination of 

the Bankruptcy Court shall be binding on all parties and no appeal may be taken of such decision. 

(f) Any action required or permitted to be taken by the Trust Advisory Board at a 

meeting may be taken without a meeting if the action is taken by unanimous written consent of the 

Trust Advisory Board as evidenced by one or more written consents describing the action taken, 

signed by the Trust Advisory Board and filed with the minutes or proceedings of the Trust 

Advisory Board. 

(g) The authority of the member of the Trust Advisory Board will be effective as of the 

Effective Date and will remain and continue in full force and effect until the Liquidating Trust is 

dissolved in accordance with this Agreement. The service of the member of the Trust Advisory 

Board will be subject to the following: 

(i) the member of the Trust Advisory Board will serve until death or 

resignation pursuant to clause (ii) below, or removal pursuant to clause (iii) below; 

(ii) the member of the Trust Advisory Board may resign at any time by 

providing a written notice of resignation to the remaining members of the Trust Advisory Board. 

Such resignation will be effective when a successor is appointed as provided herein; 

(iii) the member of the Trust Advisory Board may be removed, and in the event 

of a vacancy in such member’s position (whether by removal, death or resignation), a new member 

shall be appointed, by the unanimous vote of the remaining member of the Trust Advisory Board 

and the Trustee. The appointment of a successor member of the Trust Advisory Board shall be 

completed no later than 30 days after the vacancy and must be evidenced by the filing with the 

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Bankruptcy Court of a notice of appointment, which notice will include the name, address, and 

telephone number of the successor member of the Trust Advisory Board; and 

(iv) immediately upon appointment of any successor member of the Trust 

Advisory Board, all rights, powers, duties, authority, and privileges of the predecessor member of 

the Trust Advisory Board hereunder will be vested in and undertaken by the successor member of 

the Trust Advisory Board without any further act; provided, however, that the successor member 

of the Trust Advisory Board will not be liable personally for any act or omission of the predecessor 

member of the Trust Advisory Board. 

(h) The member of the Trust Advisory Board may be reimbursed by the Trustee for 

his, her, its, or their actual, reasonable out-of-pocket expenses incurred for serving on such board 

and for reasonable legal fees incurred by the Trust Advisory Board with respect to outside counsel 

in the same manner and priority as the compensation and expenses of the Trustee under the Trust 

Agreement, in accordance with a budget approved by the Trust Advisory Board. Except as 

provided for in this Section 5.01, the members of the Trust Advisory Board shall not be entitled to 

receive any other form of compensation. 

5.02 Approval of the Trust Advisory Board. Notwithstanding anything in this Trust Agreement 

to the contrary, the Trustee shall submit to the Trust Advisory Board for its review and prior 

approval the following matters (and any other matters that are of material importance to the value 

of the Liquidating Trust Assets or the amount of Disputed Claims that the Trust Advisory Board 

may reasonably direct the Trustee to submit for its approval or that expressly require the approval 

of the Trust Advisory Board pursuant to the terms of this Trust Agreement, the Plan, and the 

Confirmation Order): 

(a) Any transaction to sell, assign, transfer or abandon any Liquidating Trust Assets 

(other than claims, rights or Causes of Action) in which the amount of the transaction exceeds 

$250,000; 

(b) Any decision to settle or otherwise resolve any objections to Disputed 

Administrative Expense Claims, Disputed Claims, Administrative Expense Claims or Claims 

against the Debtors in an amount in excess of $250,000; 

(c) Any decision or agreement to discount, compromise settle and/or sell any rights, 

claims, Causes of Action or litigation in which the amount of the settlement or sale exceeds 

$250,000; 

(d) Any decision to make or refrain from making any distributions to the holders of 

Allowed Claims; 

(e) Any decision to retain and/or to terminate the retention of Liquidating Trust 

Advisors; 

(f) Incurrence of any cost or expense of the Liquidating Trust above $50,000, that is 

not reflected in an approved budget; provided, however, that approval of the Trust Advisory Board 

shall not be required in the case of any cost or expense authorized by further order of the 

Bankruptcy Court; 

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(g) The reports and budgets described in this Agreement and any changes thereto; and 

(h) Any amendment of this Liquidating Trust Agreement as provided herein. 

5.03 Reports. 

(a) The Trustee shall deliver reports the to Trust Advisory Board as soon as practicable, 

but in no case later than 90 days, after the end of each calendar year, which reports shall specify 

in reasonable detail: (i) the status of the Liquidating Trust Assets assigned to the Trust; (ii) the fees 

and expenses of the Trust, the Trustee and the Liquidating Trust Advisors incurred and/or earned 

during the most recent year; (iii) the aggregate fees and expenses of the Trust, the Trustee and the 

Liquidating Trust Advisors incurred and/or earned since the date of this Trust Agreement; (iv) the 

amount of Trust proceeds received by the Liquidating Trust during the most recent year; (v) the 

aggregate amount of Trust proceeds received by the Trust since the date of this Trust Agreement; 

(vi) the calculation of the Cash available for distribution for the next distribution date; (vii) the 

aggregate amount of distributions from the Trust to holders of Allowed Claims since the date of 

this Trust Agreement; and (viii) such other information as the Trust Advisory Board may 

reasonably request from time to time. The Trustee shall also timely prepare, file and distribute 

such additional statements, reports and submissions (A) as may be necessary to cause the Trust 

and the Trustee to be in compliance with applicable law or (B) as may be otherwise reasonably 

requested from time to time by the Trust Advisory Board. 

(b) The Trustee shall prepare and submit to the Trust Advisory Board for approval an 

annual plan and 12-month budget at least 30 days prior to the commencement of each fiscal year 

of the Trust; provided, however, that the first such report shall be submitted no later than 20 days 

after the Effective Date. Such annual plan and budget shall set forth in reasonable detail: (i) the 

Trustee’s anticipated actions to administer and liquidate the Liquidating Trust Assets; and (ii) the 

anticipated expenses, including professional fees, associated with conducting the affairs of the 

Trust and an amount for fees and expenses of the Trust Advisory Board. Such annual plan and 

budget shall be updated and submitted to the Trust Advisory Board for review and approval on a 

quarterly basis, and each such quarterly update shall reflect the differences between the anticipated 

actions described in the original annual report and actual operations of the Liquidating Trust to 

date. All actions by the Trustee must be consistent with the plan and budget, as updated and 

approved by the Trust Advisory Board. 

(c) The Trustee shall provide the Trust Advisory Board with such other information as 

may be reasonably requested by such board from time to time. 

(d) No later than 90 days after the end of each fiscal year, the Trustee shall deliver, or 

make available by posting on a website or otherwise, to all Liquidating Trust Beneficiaries reports 

containing the types of information set forth in Section 5.03(a) above, in such form and in such 

detail as it deems appropriate in consultation with the Liquidating Trust Advisors and the Trust 

Advisory Board. 

5.04 Disputes. To the extent a dispute arises between the Trustee and the Trust Advisory Board 

concerning the performance of any of the powers, duties, and/or obligations herein, either the 

Trustee or the Trust Advisory Board may file a motion and/or other pleadings with the Bankruptcy 

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Court and obtain advice and guidance or such other relief as may be appropriate concerning a 

resolution of the matter(s) in dispute between the parties. In such event, the Trust Advisory Board 

shall have the right to engage legal counsel to advise it with respect to the matter(s) in dispute and 

the reasonable fees and expenses of such legal counsel shall be reimbursed by the Trustee from 

Cash in the Liquidating Trust, subject to the terms of this Agreement. 

ARTICLE VI 

DISTRIBUTIONS 

6.01 Distributions to Beneficiaries. The Trustee shall make Distributions to the Beneficiaries, 

at such time and in such amounts that the Trustee deems appropriate in its sole discretion. The 

timing and amount of each Distribution by the Trustee shall be determined by the Trustee and shall 

be consistent with the terms set forth in the Plan, any applicable order of the Bankruptcy Court, 

and this Agreement. 

6.02 Priority of Distribution of Liquidating Trust Assets. As explained more fully in Section IV 

of the Plan, the Plan provides for the creation of a Liquidating Trust. Beneficial Interests in the 

Liquidating Trust are represented by Liquidating Trust Units as specified in the Plan. Each holder 

of Liquidating Trust Units shall receive Distributions from the liquidation of the Liquidating Trust 

Assets. 

6.03 Administration of Distributions. 

(i) Manner of Payment. Unless otherwise expressly agreed, in writing, all Cash 

payments to be made pursuant to the Plan shall be made by check drawn on a domestic bank or an 

electronic wire or ACH transfer. 

(ii) Fractional Dollars; De Minimis Distributions. Notwithstanding any other provision 

of the Plan to the contrary, (a) the Debtors and the Trust shall not be required to make Distributions 

or payments of fractions of dollars, and whenever any Distribution of a fraction of a dollar under 

the Plan would otherwise be required, the actual Distribution made shall reflect a rounding of such 

fraction to the nearest whole dollar (up or down), with half dollars being rounded down; and (b) 

the Debtors and the Trust shall have no duty to make a Distribution on account of any Allowed 

Claim (i) if the aggregate amount of all Distributions authorized to be made on such date is less 

than $25,000, in which case such Distributions shall be deferred to the next Distribution, (ii) if the 

amount to be distributed to a Holder on the particular Distribution date is less than $100.00, unless 

such Distribution constitutes the final Distribution to such Holder, or (iii) if the amount of the final 

Distribution to such Holder is $50.00 or less. If the Trust or Debtors withhold any Distribution 

under this provision, the withheld funds shall be treated as Unclaimed Distributions. 

(iii) Unclaimed Distributions. Any Cash or other property to be distributed under the 

Plan to a Beneficiary shall revert to the Liquidating Trust if it is not claimed by the Beneficiary 

within three (3) months after the date of such Distribution. If such Cash or other property is not 

claimed on or before such date, the Distribution made to such Beneficiary shall be deemed to be 

reduced to zero and such returned, undeliverable, or unclaimed Distributions shall be deemed 

unclaimed property under section 347(b) of the Bankruptcy Code and shall be returned to the 

Liquidating Trust. All Unclaimed Distributions shall revert to the Liquidating Trust and, thereafter, 

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shall be distributed pursuant to the Plan and Liquidation Trust Agreement, excluding the initial 

Beneficiary of the Unclaimed Distribution. 

(iv) Set-Off. Except as otherwise provided herein, the Debtors or Trustee, as applicable, 

retain the right to reduce any Claim by way of setoff in accordance with the Debtors’ books and 

records. Rights of setoff and recoupment, if any, held by any Entity or Person are preserved for 

the purpose of asserting such rights as a defense to any Claims or Causes of Action or Avoidance 

Actions of the Debtors, their Estates, or the Trustee and regardless of whether such Entity or Person 

is the Holder of an Allowed Claim. 

(v) Abandonment. The Trustee may abandon, in any commercially reasonable manner, 

any property that the Trustee reasonably concludes is of no benefit to the Beneficiaries. 

(vi) Excess Funds. After final Distributions have been made from the Liquidating Trust 

in accordance with the terms of the Plan and the Liquidating Trust Agreement, if the amount of 

remaining Cash in the Liquidating Trust is $15,000 or less, the Trustee, may donate such amount 

to charity; provided that the charity shall be unrelated to the Debtors, the Committee and its 

members, the Trustee, the Liquidating Trust Advisors, and their respective professionals. 

(vii) Maximum Recovery and Postpetition Interest. Except as may be expressly provided 

herein, interest shall not accrue on any Claims, and no Holder of a Claim shall be entitled to interest 

accruing on or after the Petition Date. No prepetition Claim shall be Allowed to the extent it is for 

postpetition interest or other similar charges. Notwithstanding anything to the contrary in the Plan, 

no Holder of an Allowed Claim shall receive, on account of such Allowed Claim, Plan 

Distributions in excess of the Allowed amount of such Claim. 

(viii) Allocation of Distributions Between Principal and Interest. To the extent that any 

Allowed Claim entitled to a Distribution under the Plan comprises indebtedness and accrued but 

unpaid interest thereon, such Distribution shall be allocated to the principal amount (as determined 

for U.S. federal income tax purposes) of the Claim first and then, to the extent the consideration 

exceeds the principal amount of the Claim, to accrued but unpaid prepetition interest. 

ARTICLE VII 

SUCCESSOR TRUSTEE 

7.01 Successor Trustee. In the event the Trustee is removed, terminated, resigns or is otherwise 

unable to serve for any reason prior to the dissolution of the Trust, the Trust Advisory Board may 

designate a successor trustee. Any successor to the initial Trustee shall execute an instrument 

accepting such appointment and shall file such acceptance with the Trust records and with the 

Bankruptcy Court. Immediately upon the acceptance of appointment by any successor trustee, all 

rights, powers, duties, authority, and privileges of the predecessor Trustee will be vested in and 

undertaken by the successor trustee without any further act; and the successor trustee will not be 

liable personally for any act or omission of the predecessor Trustee. 

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ARTICLE VIII 

DISSOLUTION OF TRUST 

8.01 Dissolution of Trust. The Trust shall be dissolved, in accordance with Section 8.02 hereof, 

no later than the fifth anniversary of the Effective Date, unless the Bankruptcy Court, upon motion 

by the Trustee or any party in interest, within the three-month period prior to the fifth anniversary 

(or prior to the end of any extension period), determines that a fixed period extension (not to exceed 

three (3) years, together with any prior extensions, without a favorable letter ruling from the 

Internal Revenue Service that any further extension would not adversely affect the status of the 

Trust as a liquidating trust for federal income tax purposes) is necessary to facilitate or complete 

the recovery and liquidation of the Liquidating Trust Assets. Upon the filing of such a motion, the 

term of the Trust shall be automatically extended through entry of a Final Order thereon, unless 

the extension would adversely affect the status of the Trust as a liquidating trust for federal income 

tax purposes. 

8.02 Dissolution Events. The Trustee shall be discharged, the Trust shall be dissolved, and 

the Beneficial Interests shall be cancelled at such time as (i) all Disputed Claims have been 

resolved, (ii) all of the Liquidating Trust Assets have been liquidated, (iii) all duties and obligations 

of the Trustee under the Agreement, the Plan and the Confirmation Order have been fulfilled, (iv) 

all Distributions required to be made by the Trust under the Plan, the Agreement and the 

Confirmation Order have been made, and (v) the Bankruptcy Case has been closed. Without 

limiting any other provision of this Agreement regarding termination, the Trustee or any party in 

interest may apply to the Bankruptcy Court to terminate this Trust and the Trust may be terminated 

under such terms and conditions as the Bankruptcy Court may establish. 

8.03 Post-Dissolution. The Trustee shall determine whether to retain the books, records, and 

files of the Debtors and shall retain those books, records, and files that have been created by the 

Trustee until the date of final Distribution of the Liquidating Trust Assets, after which time the 

Trustee may destroy such books, records, and files. For purposes of this Section, books and records 

include computer generated or computer-maintained books and records and computer data, as well 

as electronically generated or maintained books and records or data, along with books and records 

of the Debtors maintained by or in possession of third parties and all of the claims and rights of 

the Debtors in and to its books and records, wherever located. 

ARTICLE IX 

AMENDMENT AND WAIVER 

9.01 Amendment Waiver. The Trustee may amend, supplement, or waive any provision of this 

Agreement, without notice to or the consent of any Beneficiary or the approval of the Bankruptcy 

Court, in order to: (i) cure any ambiguity, omission, defect, or inconsistency in this Agreement; 

provided that such amendments, supplements or waivers shall not adversely affect the 

Distributions to any of the Beneficiaries or adversely affect the U.S. federal income status of the 

Trust as a liquidating trust; or (ii) comply with any requirements in connection with the U.S. federal 

income tax status of the Trust as a liquidating trust. Any substantive provision of this Agreement 

may be amended or waived by the Trustee, subject to the approval of the Bankruptcy Court; 

provided, however, that no change may be made to this Agreement that would (i) adversely affect 

(a) the Debtors (absent the Debtors’ consent), (b) the Distributions to any of the Beneficiaries 

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(absent the affected Beneficiaries’ consent), or (c) the U.S. federal income tax status of the Trust 

as a liquidating trust or (ii) expand, add to, or modify the original stated purpose of the Trust. 

Notwithstanding this section, any amendments to this Agreement shall not be inconsistent with the 

purpose and intention of the Trust to liquidate in an expeditious but orderly manner the Liquidating 

Trust Assets in accordance with Treasury Regulation Section 301.7701-4(d). Notwithstanding any 

other provision herein, the Trustee may apply to the Bankruptcy Court to order or allow any 

amendment of this Agreement and the Bankruptcy Court shall have jurisdiction and authority to 

approve amendments of this Agreement. 

ARTICLE X 

MISCELLANEOUS PROVISIONS 

10.01 Intention to Establish Grantor Trust. This Agreement is intended to create a grantor trust 

for federal income tax purposes and, to the extent provided by law, shall be governed and construed 

in all respects as such a trust and any ambiguity herein shall be construed consistent with that 

intent, and, if necessary, this Agreement may be amended to comply with such federal income tax 

laws, which amendments may apply retroactively. 

10.02 Laws as to Construction. This Agreement shall be governed by and construed in 

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

conflict of law which would require the application of the law of another jurisdiction. 

10.03 Severability. If any provision of this Agreement or application thereof to any person or 

circumstance shall be determined by a court of competent jurisdiction to be invalid or 

unenforceable to any extent, the remainder of this Agreement, or the application of such provision 

to persons or circumstances other than those as to which it is held invalid or unenforceable, shall 

not be affected thereby, and such provision of this Agreement shall be valid and enforced to the 

fullest extent permitted by law. 

10.04 Jurisdiction. The Bankruptcy Court shall retain exclusive jurisdiction to interpret and 

enforce this Agreement; provided, however, if the Bankruptcy Court is determined to lack the 

requisite jurisdiction or authority, the United States District Court for the Northern District of 

Texas shall have exclusive jurisdiction to interpret and enforce the Plan and this Agreement. 

10.05 No Substantive Consolidation. The Liquidation Trust contains the assets of each of the 

Debtors; however, the assets of each Debtor shall remain segregated, and the liabilities of, and 

claims against, each Debtor shall be paid from that Debtor’s Estate. 

10.06 Notices. Any notice or other communication hereunder shall be in writing and shall be 

deemed to have been sufficiently given, for all purposes, if deposited, postage prepaid, in a post 

office box, or transmitted by telex, facsimile or other telegraphic means, or sent by a nationally 

recognized overnight delivery service, addressed to the person for whom such notice is intended 

at the appropriate address set forth below, or such other address as may be provided to the other 

parties in writing: 

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To the Committee, or 

the Liquidating Trustee 

or the Trustee: 

The Official Committee of Unsecured Creditors for The Pill 

Club Pharmacy Holdings, LLC et al. 

c/o David W. Parham and Esther McKean 

Akerman LLP 

2001 Ross Avenue, Suite 3600 

Dallas, TX 75201

With a copy to:

Caroline Djang

Buchalter 

18400 Von Karman Avenue, Suite 800 

Irvine, CA 92612

To the Trustee: Mark Shapiro

Senior Managing Director 

B | Riley Advisory Services 

3500 Maple Avenue, Suite 420 

Dallas, TX 75219 

10.07 Notices if to a Beneficiary. Subject to any transfer recognized by the Trustee as set forth 

herein, any notice or other communications hereunder shall be in writing and shall be deemed to 

have been sufficiently given, for all purposes, if deposited, postage prepaid, in a post office box, 

or transmitted by telex, facsimile or other telegraphic means, or sent by a nationally recognized 

overnight delivery service, addressed to the person for whom such notice is intended to the name 

and address set forth in the case of a Beneficiary, on such Beneficiary’s proof of claim, or if no 

proof of claim is filed, the address listed on the Debtors’ Schedules or as listed in any other notice 

filed with the Bankruptcy Court and, if applicable, the Trust or such other means reasonably 

calculated to appraise the Beneficiary. Any notices to the United States shall be made to the 

persons and addresses provided for in the Plan. 

10.08 Headings. The section headings contained herein are solely for convenience of reference 

and shall not affect the meaning or interpretation of this Agreement or any term or provision 

hereof. 

10.09 Entire Agreement. This Agreement contains the entire agreement between the parties and 

supersedes all prior and contemporaneous agreements or understanding between the parties with 

respect to the subject matter hereof. 

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10.10 Counterparts. This Agreement may be executed in any number of counterparts, each of 

which shall be deemed an original, but such counterparts shall together constitute but one and the 

same instrument. A facsimile or electronic mail signature of any party shall be considered to have 

the same binding legal effect as an original signature. 

10.11 Prevailing Party. If the Trustee or the Trust, as the case may be, is the prevailing party in 

any dispute with any Beneficiary regarding the provisions of this Agreement or the enforcement 

thereof, the Trustee or the Trust shall be entitled to collect any and all costs, reasonable and 

documented out-of-pocket expenses and fees, including attorneys’ fees, from the Beneficiary 

incurred in connection with such dispute or enforcement action. To the extent the Trust has 

advanced such amounts, the Trust may recover such amounts from the Beneficiary. Any 

Beneficiary failing to reimburse the Trustee or the Trust for costs compensable under this Section 

10.10 within 30 days of the conclusion of the subject action or proceeding shall be deemed to 

forfeit any Claim against, Beneficial Interest in, or other right to distribution from the Trust and, 

as soon as practicable thereafter, shall disgorge and return to the Trust any distributions paid to the 

Beneficiary. Such funds shall be used to reimburse the Trustee or the Trust for such compensable 

fees and costs, with any excess funds being treated as an Unclaimed Distribution. 

10.12 Confidentiality. The Trustee and his or her employees, members, agents, professionals and 

advisors, including the Liquidating Trust Advisors and each member of the Trust Advisory Board 

(each a “Confidential Party” and collectively the “Confidential Parties”), shall hold strictly 

confidential and not use for personal gain any material, non-public information of which they have 

become aware in their capacity as a Confidential Party, of or pertaining to any Debtor to which 

any of the Liquidating Trust Assets relates; provided, however, that such information may be 

disclosed if (a) it is now or in the future becomes generally available to the public other than as a 

result of a disclosure by the Confidential Parties; or (b) such disclosure is required of the 

Confidential Parties pursuant to legal process, including, but not limited to, subpoena or other court 

order or other applicable laws or regulations. In the event that any Confidential Party is requested 

to divulge confidential information, such Confidential Party shall promptly, in advance of making 

such disclosure, provide reasonable notice of such required disclosure to the Trustee and the Trust 

Advisory Board to allow sufficient time to object to or prevent such disclosure through judicial or 

other means and shall cooperate reasonably with the Trustee and the Trust Advisory Board, as 

applicable, in making any such objection, including, but not limited to, appearing in any judicial 

or administrative proceeding in support of any objection to such disclosure. 

[Remainder of page intentionally blank. Signature pages follow.] 

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

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

officers all as of the date first written above. 

Dated: TRUSTEE

Signature:

Name:

As its:

Dated: THE DEBTOR (as identified in this Agreement)

Signature:

Name:

As its:

Dated: THE COMMITTEE (as identified in this Agreement)

Signature:

Name:

As its:

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Annex A 

Trust Advisory Board 

 Phil Greenberg, Executive Vice President, Deputy General Counsel, Veru, Inc. 

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Annex B 

Trustee’s Compensation and Qualifications 

Mr. Shapiro joined B. Riley Advisory Services (formerly GlassRatner) in 2016 to help 

found the firm’s Dallas office. He has more than 25 years of strategy, finance and turnaround 

experience gained from holding corporate management roles and from advising companies in 

need. Mr. Shapiro's unique combination of corporate financial management and turnaround skills 

proves valuable to companies executing a turnaround, developing a plan of reorganization or 

obtaining capital. Additionally, he is one of the leaders of the firm’s Due Diligence practice with 

significant transactional experience helping companies' diligence, execute and integrate corporate 

transactions. Mr. Shapiro is well regarded for his ability to realize the financial and operational 

improvements necessary to enhance stakeholder value. 

Mr. Shapiro has functioned in executive leadership, interim management and advisory 

positions for publicly held, privately owned and equity sponsored entities - both domestic and 

international - with revenues ranging from $15 million to $15 billion. Industries served include 

healthcare, retail, distribution, commercial and financial services, metals and manufacturing, 

consumer products and telecommunications. 

Mr. Shapiro has restructured and successfully managed companies through a number of 

transitional, troubled and distressed situations. His methodology melds hands-on strategic 

planning and implementation with collaborative stakeholder interaction and he is highly skilled at 

managing, through the cultural changes that affect companies in transition. 

Mr. Shapiro has advised on corporate acquisitions and sales of entities with values ranging 

from $10 million to $1 billion in conjunction with stock offerings, private placements and §363 

auctions. He has negotiated cash-flow-based and asset-based lines of credit, managed complex 

debt re-capitalizations, and secured debtor in possession facilities in addition to real estate and 

equipment financing. 

Mr. Shapiro’s hourly rate for serving as the liquidating trustee in this matter is $850 per 

hour. He anticipates using colleagues in the $400-450 range for this assignment. 

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