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IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:
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Chapter II Case No. I2-10968 (BLS) (Jointly Administered)

FASTSHIP, INC., et al.,

Debtors.
1

Re: Docket No.

'11

ORDER GRANTING MOTION OF FASTSHIP INC. FOR AUTHORIZATION TO ASSUME CERTAIN EXECUTORY CONTRACTS UNDER 11 U.S.C. 365
AND NOW, this

)31d.Jay of ~ j

, 20I2, upon

consideration of the Motion ofFastShip Inc. for Authorization to Assume Certain Executory Contracts Under II U.S. C. 365 (the "Motion"), and upon further consideration of any

opposition thereto, and the Court finding that: (a) it has jurisdiction over this matter pursuant to 28 U.S.C. I 57 and I334; (b) this is a core proceeding pursuant to 28 U.S.C. 157(b)(2); (c) venue of this proceeding and this Motion in this District is proper pursuant to 28 U.S.C.

I408 and 1409; (d) due and proper notice of and an opportunity to be heard with respect to
the Motion having been provided and that no other or further notice need be provided; (e) assumption of the Executory Contracts2 identified on Exhibit A to the Motion is beneficial to the bankruptcy estates; and (f) FSI has demonstrated, if and to the extent required, adequate assurance of future performance under the Executory Contracts; and after due deliberation and good cause appearing therefor, both on the record and as otherwise shown, it is hereby:

ORDERED, that the Motion is GRANTED as set forth herein; and it is further

The Debtors. along with the last four digits of each Debtor's tax identification number, are as follows: FastShip, Inc. (8309) (Case No. 12-10968 (BLS)), FastShip Atlantic, Inc. (0980) (Case No. 12-10970 (BLS)) and Thomycroft, Giles & Co., Inc. ( 1142) (Case No. 12-10971 (BLS)). The mailing address for the Debtors is 1608 Walnut Street, Suite 50 I, Philadelphia, PA 19103. Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Motion.

ORDERED, that FSI is AUTHORIZED to assume each of the Executory Contracts, as modified, listed on Exhibit A to the Motion, which Executory Contracts shall be deemed assumed as of the date of this Order; and it is further ORDERED, that FSI is AUTHORIZED to pay Mr. Bullard's reduced compensation in the amount of $16,400 per month3 in cash during the first two months following the Petition Date and $8,200 per month in cash during the third through fifth months following the Petition Date; after the fifth month no further compensation wi11 be payable to Mr. Bullard for services rendered in these chapter 11 cases; and it is further ORDERED, that FSI is AUTHORIZED to pay Ms. Chambers' reduced compensation of$8,750 per month in cash during the first two months following the Petition Date and $4,375 per month in cash during the third through fifth months following the Petition

Date;4 after the fifth month no further compensation will be payable to Ms. Chambers for services rendered in these chapter 11 cases; and it is further ORDERED, that FSI is AUTHORIZED to pay the Cure Amounts in Exhibit A to the Motion as administrative claims, payable only from the proceeds of the IP Litigation (by way of judgment or settlement) after the payment of any allowed claims properly perfected in the IP Litigation, or as set forth in any confirmed Plan of Reorganization in these proceedings; and it is further ORDERED, that the Executory Contracts shall terminate (without any concomitant administrative claim allowed against the Debtors' estates, except for the Cure Amounts as set forth on Exhibit A to the Motion and any unpaid compensation up to the date of

For purposes of this Order and the obligations owed to Ms. Chambers and Mr. Bullard during these chapter II proceedings, a "month" shall be a thirty-day period with the first month following the Petition Date to be that period from March 20, 20 12 through April 18, 20 12. The second month shall be the next succeeding thirty day period and so on . To the extent that FSI does not have sufficient funds to pay employer payroll taxes, these amounts will be further reduced to cover employer payroll taxes.

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termination, as modified in this Order) upon the occurrence of any of the following: the date on which a plan is confirmed and becomes effective in these cases; conversion of these cases to cases under Chapter 7; or dismissal of these cases; and it is further

ORDERED, that the Debtors are AUTHORIZED to take all other and further
actions as it deems necessary and appropriate to effectuate the relief granted pursuant to this Order in accordance with the Motion; and it is further

ORDERED, that the Court shall retain jurisdiction with respect to this Order and
any of the issues raised in the Motion.

HONRABLEBNDA:iHANNON

United States Bankruptcy Judge

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