Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 1 of 19 PageID #:905

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1 Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 1 of 19 PageID #:905 IN THE UNITED STATES DISTRICT COURT FOR THE NORTHERN DISTRICT OF ILLINOIS UNITED STATES SECURITIES AND EXCHANGE COMMISSION, v. Plaintiff, ROBERT G. PEARSON and ILLINOIS STOCK TRANSFER COMPANY (d/b/a IST SHAREHOLDER SERVICES), Case No. 14 C 3785 Hon. Rebecca R. Pallmeyer Magistrate Judge Young B. Kim Defendants. LIQUIDATION PLAN Jill L. Nicholson, not individually, but solely in her capacity as the court-appointed receiver for the estates of Illinois Stock Transfer Company d/b/a ist Shareholder Services and Robert G. Pearson hereby submits this liquidation plan as more fully described below. TABLE OF CONTENTS BACKGROUND...2 ARTICLE 1 - DEFINITIONS...3 ARTICLE 2 - TREATMENT OF CLAIMS...7 ARTICLE 3 - IMPLEMENTATION OF DISTRIBUTIONS...11 ARTICLE 4 - RELEASES...12 ARTICLE 5 - RECOVERIES BY THE RECEIVER...15 ARTICLE 6 - TERMINATION OF AGREEMENTS...17 ARTICLE 7 - RETENTION OF JURISDICTION

2 Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 2 of 19 PageID #:906 BACKGROUND This action was initiated by the Securities and Exchange Commission on May 22, That same day, the Court entered its Order Appointing Receiver, which named Jill L. Nicholson as the Receiver 1 for the Receivership Defendants. Pursuant to the Receiver Order, the Receiver is authorized, empowered and directed to develop a plan for the fair, reasonable, and efficient recovery and liquidation of all remaining, recovered, and recoverable Assets. (Receiver Order at 52.) The Receiver Order provides that [w]ithin ninety (90) days of the entry of this Order, the Receiver shall file the [Distribution] Plan..., with service copies to counsel of record; provided, however, that such 90-day period may be extended by further order of this Court. (Receiver Order at 53.) On August 4, 2014, the Court entered an order extending the time for the Receiver to file the Plan through and including October 31, See Docket No. 66. This Plan, upon approval by the Court, will establish the respective rights and obligations of various constituencies and will establish the order and priority of Distributions of Receivership Property to those who are determined to hold Allowed Claims. Further information about this case and the terms of this Plan is contained in the Receiver s Second Quarterly Status Report for the Period July 1, 2014 through September 30, 2014 (the Second Quarterly Report ). See Docket No The Receiver will provide a 21-day comment period (the Comment Period ) regarding the Plan to all entities and individuals who have filed Timely Claims. Anyone with a Timely Claim who wishes to comment on the Plan may provide comments directly to the Receiver by 1 Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Section To the extent there may be differences between the summary contained in the Second Quarterly Report and this Plan or any subsequently filed plan, the terms of any plan approved by the Court shall govern. -2-

3 Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 3 of 19 PageID #:907 submitting such comments in writing to istreceiver@foley.com. The Plan will be posted on the Receiver s website with information specifying that comments may be tendered to the Receiver s address. Upon the close of the Comment Period, the Receiver will consider the comments she has received from those with Timely Claims and will then either: (a) ask the Court to approve the Plan in its current form or (b) tender an amended plan for approval by the Court. The Comment Period is a courtesy to those with Timely Claims and is a vehicle for endeavoring to resolve any potential issues in advance of seeking the Court s final approval of the Plan. ARTICLE 1 - DEFINITIONS Section 1.01: All terms not defined in Section 1.02 but defined in this Plan shall have the meaning and/or meanings ascribed to them herein. Section 1.02: The following terms shall have the following meanings when used in their capitalized forms herein. Such meanings are equally applicable to both the singular and plural forms of the terms. Administrative Claim. Administrative Claim shall mean an Allowed Claim arising from the fees, costs, and/or expenses incurred by the Receiver on or after the Receivership Date in connection with preserving, enhancing, and/or administering the Receivership Estates including, but not limited to, professional fees, other fees, costs, wages, salaries, commissions, expenses, taxes, and/or all such other amounts. Administrative Reserve Cash. Administrative Reserve Cash shall mean cash in an amount determined by the Receiver to satisfy Administrative Claims that arise before, on, or after entry of the Approval Order. Allowed Claim. Allowed Claim shall mean either: (a) a Claim allowed by the Court pursuant to an order entered in the Receivership Case or (b) a Claim incurred by the Receiver in the ordinary course of business on or after the Receivership Date. Approval Order. Approval Order shall mean the order entered by the Court approving the Plan. Claim. Claim shall mean any right to or demand for payment whether or not such right is reduced to judgment, liquidated, unliquidated, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured. -3-

4 Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 4 of 19 PageID #:908 Claims Agent. Claims Agent shall mean KCC Class Action Services, LLC. Claims Bar Date. Claims Bar Date shall mean September 30, 2014 at 5:00 p.m. (CST). Claimant. Claimant shall mean any person or entity (including, without limitation, individuals, partnerships, corporations, joint ventures, estates, trusts, and governmental units) that holds an Allowed Claim. Claim Determination. Claim Determination shall mean the notice provided to the holder of a Timely Claim setting forth the Receiver s determination with respect to such Timely Claim and whether the Claim is categorized as an Allowed Claim, Disallowed Claim, or partially Allowed Claim. Company. Company shall mean Illinois Stock Transfer Company, d/b/a ist Shareholder Services. Company Estate. Company Estate shall mean the estate created by the Court as of the Receivership Date regarding the Company. Company Receivership Property. Company Receivership Property shall mean cash held by the Qualified Settlement Fund, after the payment of Administrative Claims and excluding Administrative Reserve Cash, under the sub-account designated for the Company Estate. Court. Court shall mean the United States District Court for the Northern District of Illinois. Customer. Customer shall mean an Issuer, Shareholder, or Paying Agent that is determined by the Receiver to hold an Allowed Claim against the Company under Estate 1 Class I and includes a holder of: (a) an Allowed Claim based on the exchange or redemption of shares of stock through the Company that was never completed by the Company; (b) an Allowed Claim based on cash tendered to the Company pursuant to a dividend reinvestment program that was never completed by the Company; (c) an Allowed Claim based on cash deposited with the Company to acquire shares that were never delivered by the Company; (d) an Allowed Claim based on cash tendered to the Company for dividends that were never delivered to a shareholder by the Company; (e) an Allowed Claim based on cash deposited with the Company from the sale of stock in a dividend reinvestment program that was never delivered by the Company; and (f) an Allowed Claim based on cash tendered to the Company by a Paying Agent that was never delivered to the persons identified by the Paying Agent. Disallowed Claim. Disallowed Claim shall mean: (a) a Claim disallowed by the Court pursuant to an order entered in the Receivership Case; (b) an Untimely Claim; (c) a Claim for which no Proof of Claim was filed with the Claims Agent; (d) a Claim pursuant to which the holder of such Claim has received a Claim Determination disallowing or partially disallowing such Claim and in which the Claimant has failed to submit a written Objection to such Claim Determination to the Receiver on or before the Objection Deadline; (e) a Claim of an Insider; (f) a Claim of any Issuer who has failed to pay in full all Issuer AR; (g) a Claim relating to taxes or -4-

5 Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 5 of 19 PageID #:909 tax penalties of any nature incurred by the Company prior to the Receivership Date; and/or (h) a Claim related to escheatment. Disputed Claim. Disputed Claim shall mean a Claim to which the Receiver has issued a Claim Determination indicating that such Claim is either disallowed or partially disallowed. Distribution. Distribution shall mean payment of any kind or nature from either the Company Receivership Property or the Pearson Receivership Property as set forth in the order and priority created under the Plan. Employee. Employee shall mean a person that is determined by the Receiver to hold an Allowed Claim against the Company under Estate 1 Class III and includes persons who were employees of the Company before, on, or after the Receivership Date. An Employee shall not include any Insiders of the Company. Employee Carve Out. Employee Carve Out shall mean the sum of five thousand dollars ($5,000.00), which shall be carved out from the Company Receivership Property for payment to Employees with Allowed Claims. Estate 1. Estate 1 shall mean the Company Estate. Estate 2. Estate 2 shall mean the Pearson Estate. General Company Claimant. General Company Claimant shall mean a person that is determined by the Receiver to hold an Allowed Claim against the Company under Estate 1 Class IV and excludes Claims by Customers, Vendors, Employees, and Insiders. Insider. Insider shall mean Pearson, immediate family members of Pearson, and/or businesses or other persons or entities in which Pearson had an interest as of the Receivership Date. Issuer. Issuer shall mean an entity which was an issuer of stock on or before the Receivership Date. Issuer AR. Issuer AR shall mean any and all amounts due and owing by an Issuer to the Company. Issuer AR Deadline. Issuer AR Deadline shall mean twenty (20) calendar days after the Claim Determination is mailed by the Receiver. Magnum. company. Magnum shall mean Magnum Holdings, LLC, an Illinois limited liability Objection. Objection shall mean the written objection submitted on or before the Objection Deadline by a holder of a Claim who has received a Claim Determination disallowing or partially disallowing the holder s Claim. Such Objection must be submitted in writing to the following address: Illinois Stock Transfer Company & Robert G. Pearson Receivership, P.O. Box 10352, Chicago, IL

6 Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 6 of 19 PageID #:910 Objection Deadline. Objection Deadline shall mean twenty (20) calendar days after the Claim Determination is mailed by the Receiver. Paying Agent. Paying Agent shall mean an entity that tendered funds to the Company for payment to third parties on or before the Receivership Date. Pearson. Pearson shall mean Robert G. Pearson. Pearson Carve Out. Pearson Carve Out shall mean the sum of five thousand dollars ($5,000.00), which shall be carved out from the Pearson Receivership Property for payment to Pearson General Creditors with Allowed Claims. Pearson Estate. The Pearson Estate shall mean the estate created by the Court as of the Receivership Date regarding Pearson. Pearson General Creditor. Pearson General Creditor shall mean a person that is determined by the Receiver to hold an Allowed Claim against Pearson under Estate 2 Class VI. Pearson Receivership Property. Pearson Receivership Property shall mean cash held by the Qualified Settlement Fund after the Payment of Administrative Claims and excluding Administrative Reserve Cash, under the sub-account designated for the Pearson Estate. Plan. supplemented. Plan shall mean this liquidation plan, as it may be amended, modified, or Proof of Claim. Proof of Claim shall mean the form required to be submitted to the Claims Agent on or before the Claims Bar Date. Pro Rata Share. Pro Rata Share shall mean a proportionate share such that the ratio of the consideration distributed on account of an Allowed Claim to the amount of such Allowed Claim is the same as the ratio of the consideration distributed on account of all Allowed Claims to the amount of all Allowed Claims in a particular class of Claims. Qualified Settlement Fund. Qualified Settlement Fund shall mean the qualified settlement fund held at the Bank of Montreal. Receiver. Receiver shall mean Jill L. Nicholson, not individually, but solely in her capacity as the court-appointed receiver for the Receivership Estates of the Company and Pearson. Receivership Case. Receivership Case shall mean that certain case pending in the Court, known as United States Securities and Exchange Commission v. Robert G. Pearson and Illinois Stock Transfer Company (d/b/a IST Shareholder Services), United States District Court, Northern District of Illinois, Case No. 14 C Receivership Date. Receivership Date shall mean May 22,

7 Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 7 of 19 PageID #:911 Receivership Defendants. Pearson. Receivership Defendants shall mean the Company and Receivership Estates. Pearson Estate. Receivership Estates shall mean the Company Estate and the Receivership Order. Receivership Order shall mean the order entered by the Court on May 22, 2014 appointing the Receiver. Receivership Property. Receivership Property shall mean, collectively, all Company Receivership Property and all Pearson Receivership Property. SEC. SEC shall mean the United States Securities and Exchange Commission. SEC Billing Instructions. SEC Billing Instructions shall mean the Billing Instructions for Receivers in Civil Actions Commenced by the U.S. Securities and Exchange Commission. Shareholder. Shareholder shall mean a person who was a shareholder of an Issuer on or before the Receivership Date. Timely Claim. Timely Claim shall mean a Claim that was received by the Claims Agent on or before the Claims Bar Date. Untimely Claim. Untimely Claim shall mean a Claim that was received by the Claims Agent after the Claims Bar Date. Vendor. Vendor shall mean a person that is determined by the Receiver to hold an Allowed Claim against Estate 1 Class II and includes persons who provided goods and services to the Company on or before the Receivership Date and have not received payment for such goods and services as specified in such persons contracts with the Company. Vendor Carve Out. Vendor Carve Out shall mean the sum of twenty-five thousand dollars ($25,000.00), which shall be carved out from the Company Estate, for payment to Vendors with Allowed Claims. Wheaton Real Estate. Wheaton Real Estate shall mean the real estate and fixtures appurtenant thereto located at 433 South Carlton, Wheaton, Illinois. Winfield Real Estate. Winfield Real Estate shall mean the real estate and fixtures appurtenant thereto located at 26W309 Thorngate Lane, Winfield, Illinois. ARTICLE 2 - TREATMENT OF CLAIMS Section 2.01: Administrative Claims. Administrative Claims shall have priority over all classes of Claims in both Estate 1 and Estate 2. Administrative Claims shall be entitled to payment in full from the Receivership Property. Administrative Claims, not including fees and -7-

8 Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 8 of 19 PageID #:912 costs of the Receiver and her professionals, that represent liabilities incurred in the ordinary course of administration of the Receivership Estates shall be paid by the Receiver in the ordinary course and without further approval of the Court. Upon entry of the Approval Order, the Receiver may set aside Administrative Reserve Cash, in an amount to be determined by the Receiver in her sole discretion, to satisfy Administrative Claims arising before, on, and after the Approval Order. In the event that any Administrative Reserve Cash is not used to satisfy Administrative Claims, the Receiver, in her sole discretion, may distribute such Administrative Reserve Cash in accordance with the terms of this Plan. Section 2.02: Untimely Claims. All Untimely Claims are Disallowed Claims. Untimely Claims shall not be entitled to any Distribution from either of the Receivership Estates. Section 2.03: Classes of Claims Against Estate 1 the Company. The Receiver is hereby authorized to pay Allowed Claims against Estate 1 from Company Receivership Property to the following classes of Allowed Claims: Class I: Class II: Class III: Class IV: Allowed Claims of Customers Allowed Claims of Vendors Allowed Claims of Employees Allowed Claims of General Company Claimants Section 2.04: Treatment of Allowed Claims against Estate 1. The Receiver is authorized to treat Allowed Claims with respect to Estate 1 in the following manner: (A) Treatment of Allowed Claims in Class I. With the exception of the Vendor Carve Out and the Employee Carve Out, Customers with Allowed Claims shall receive a Pro Rata Share of the Company Receivership Property in one or more Distributions until such Allowed Claims are paid in full; provided that, to the extent there is insufficient Company -8-

9 Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 9 of 19 PageID #:913 Receivership Property to pay Customers with Allowed Claims, such Allowed Claims will not be paid in full. (B) Treatment of Allowed Claims in Class II. Vendors with Allowed Claims shall receiver a Pro Rata Share of the Vendor Carve Out. In the event Customers with Allowed Claims are paid in full, Vendors with Allowed Claims shall receive a Pro Rata Share of the remaining Company Receivership Property in one or more Distributions until such Allowed Claims are paid in full; provided that, to the extent there is insufficient remaining Company Receivership Property to pay Vendors with Allowed Claims, such Allowed Claims will not be paid in full. Under no circumstances shall Vendors with Allowed Claims receive more than their Pro Rata Share of the Vendor Carve Out unless and until Customers with Allowed Claims are paid in full. (C) Treatment of Allowed Claims in Class III. Employees with Allowed Claims shall receiver a Pro Rata Share of the Employee Carve Out. In the event Customers and Vendors with Allowed Claims receive payment in full, Employees with Allowed Claims shall receive a Pro Rata Share of the Company Receivership Property until such Allowed Claims are paid in full; provided that, to the extent there is insufficient remaining Company Receivership Property to pay Employees with Allowed Claims, such Allowed Claims will not be paid in full. Under no circumstances shall Employees with Allowed Claims receive more than their Pro Rata Share of the Employee Carve Out unless and until Customers and Vendors with Allowed Claims are paid in full. (D) Treatment of Allowed Claims in Class IV. General Company Claimants with Allowed Claims may not receive any Distributions under the Plan unless and until Customers, Vendors, and Employees with Allowed Claims receive payment in full. In the event -9-

10 Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 10 of 19 PageID #:914 Customers, Vendors, and Employees with Allowed Claims receive payment in full, General Company Claimants with Allowed Claims shall receive a Pro Rata Share of the Company Receivership Property until such Allowed Claims are paid in full; provided that, to the extent there is insufficient remaining Company Receivership Property to pay General Company Claimants with Allowed Claims, such Allowed Claims will not be paid in full. Section 2.05: Classes of Claims Against Estate 2 Pearson. The Receiver is hereby authorized to pay Allowed Claims against Estate 2 from the Pearson Receivership Property to the following classes of Allowed Claims: Class V: Allowed Claims of Pearson General Creditors Section 2.06: Treatment of Allowed Claims against Estate 2. The Receiver is authorized to treat Allowed Claims with respect to Estate 2 in the following manner: (A) Treatment of Allowed Claims in Class V. Pearson General Creditors with Allowed Claims shall receiver a Pro Rata Share of the Pearson Carve Out. Section 2.07: Excess Pearson Receivership Property. In the event Pearson Receivership Property exists after the payment of the Pearson Carve Out, such remaining property shall be distributed to those with Allowed Claims against Estate 1 in the order and priority as set forth under this Plan. Section 2.08: Treatment of Claims of Insiders. Insiders shall not receive any Distributions under the Plan from either the Company Receivership Property and/or the Pearson Receivership Property. Section 2.09: Disallowed Claims. Disallowed Claims shall not receive any Distributions under the Plan from Receivership Property. Disallowed Claims shall be fully and completely discharged, and no liability shall attach whatsoever with respect to Disallowed -10-

11 Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 11 of 19 PageID #:915 Claims against the Receivership Estates, Receivership Property, the Receiver, and the Receiver s attorneys, other professionals, agents, and any other representatives or employees. Section 2.10: Disallowed Claims and Issuer AR. All Issuers have previously received copies of invoices detailing their respective Issuer AR. An Issuer who receives a Claims Determination disallowing the Issuer s Claim as a result of the Issuer s failure to pay Issuer AR may pay to the Receiver the full amount of its Issuer AR by the Issuer AR Deadline. In the event the Issuer pays the Issuer AR on or before the Issuer AR Deadline, the Receiver will consider the substantive merits of the Issuer s Claim and issue a new Claim Determination. In the event the Issuer fails to pay its Issuer AR by the Issuer AR Deadline, all of the Issuer s Claims shall be treated as Disallowed Claims pursuant to Section 2.09 herein. The Receiver is authorized to settle and compromise Issuer AR without approval of the Court. ARTICLE 3 - IMPLEMENTATION OF DISTRIBUTIONS Section 3.01: Multi-Class Claims. The Receiver may classify a Claim into more than one class. The Receiver may divide a Claim and treat a part of the Claim as an Allowed Claim and treat the balance as either a Disallowed Claim or reserve determination with respect to the balance of the Claim. Section 3.02: Manner in Which Payment of Claims Shall Be Made. Claimants with Allowed Claims shall receive an initial Distribution from Receivership Property pursuant to the terms of this Plan as soon as practicable, in the sole discretion of the Receiver, after the Court has entered the Approval Order. All Distributions shall be made in cash in the form of a check in U.S. dollars. Distributions shall be directed to the name and address stated on the Proof of Claim submitted by a Claimant holding an Allowed Claim. The Receiver may make periodic -11-

12 Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 12 of 19 PageID #:916 Distributions to pay certain Allowed Claims in accordance with this Plan at such intervals as the Receiver, in her sole discretion, determines to be prudent. Section 3.03: Disputed Claims. Notwithstanding any provision otherwise in the Plan, no Distributions shall be made with respect to any Disputed Claim until all Disputed Claims held by the holder of such Disputed Claims have become Allowed Claims. The Receiver shall establish any necessary reserves to provide for payments of the Pro Rata Share under this Plan to holders of Disputed Claims that become Allowed Claims. Section 3.04: Unclaimed Distributions. Any Claimant who fails to claim any Distribution within one-hundred and eighty (180) days from any payment date shall forfeit all rights thereto. Section 3.05: Disposition of Remaining Receivership Property. Should the Receiver ultimately determine that there exists a surplus of Receivership Property in excess of all Allowed Claims which can be reasonably identified, the Receiver shall so notify the Court and the SEC, and the Receiver shall seek the Court s approval for final disposition of the remaining Receivership Property. ARTICLE 4 - RELEASES Section 4.01: General Release. In exchange for the rights, liabilities and obligations under this Plan, any and all claims, demands, rights, and causes of action of any nature whatsoever, whether arising at law or in equity, known or unknown, asserted or unasserted, for all damages (whether actual or punitive, known or unknown, latent or patent, foreseen or unforeseen, direct or indirect or consequential, matured or unmatured, and accrued or not accrued), and debts, and liabilities of whatever nature that are or could be asserted against the Company, the Receiver, her attorneys, other professionals, agents, and any other representatives -12-

13 Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 13 of 19 PageID #:917 or employees of the Receiver (collectively, the Released Claims ), are hereby discharged, released, extinguished, and satisfied. The Receiver shall be deemed to have provided reasonable and sufficient notice to all persons of the release contained herein. The Receiver shall have no liability for any action taken under or relating to this Plan or arising out of the processing of any Claim, including, but not limited to, any act or omission in connection with or arising out of the administration of Claims or this Plan or Receivership Property to be distributed hereby. In the event any Released Claim is made against the Receiver, her attorneys or other professionals, her agents, any other representatives or employees of the Receiver for such matters, whether or not willful misconduct is alleged, the Receiver shall be entitled to a defense by counsel of her choice, payable as any other Administrative Claim herein, and the provisions of the Receiver Order shall apply, in addition to the defenses available at law or in equity. Section 4.02: Release of Liability for Non-Escheated Funds. In addition to any releases provided in the Plan, to the extent that the Receivership Defendants or any Issuers failed to properly escheat funds to the relevant states or state agencies to which such funds, under applicable law, are or were required to be escheated, whether at the direction of such Issuers or otherwise, any and all claims, demands, rights, and causes of action of any nature whatsoever, whether arising at law or in equity, known or unknown, asserted or unasserted, for all damages (whether actual or punitive, known or unknown, latent or patent, foreseen or unforeseen, direct or indirect or consequential, matured or unmatured, and accrued or not accrued), and debts, and liabilities of whatever nature that are or could be asserted by any person against the Company, the Receiver, her attorneys and other professionals, her agents, and any other representatives or employees of the Receiver, are hereby discharged, released, extinguished, and satisfied. The Receiver shall be deemed to have provided reasonable and sufficient notice to all persons of the -13-

14 Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 14 of 19 PageID #:918 release contained herein. Customers, Issuers, governmental agencies or authorities, or any other person with an interest in funds that are or were required to be escheated, under applicable law, are hereby enjoined from collecting from the Receiver, her attorneys and other professionals, her agents, and any other representatives or employees of the Receiver, or any Receivership Property, amounts that may have been required to be escheated under applicable law. Section 4.03: Release of Liability Regarding Tax Liability. In addition to any releases provided in the Plan, to the extent that the Receivership Defendants failed to submit tax returns or failed to make tax payments relating to taxes incurred prior to the Receivership Date, any and all claims, demands, rights, and causes of action of any nature whatsoever, whether arising at law or in equity, known or unknown, asserted or unasserted, for all damages (whether actual or punitive, known or unknown, latent or patent, foreseen or unforeseen, direct or indirect or consequential, matured or unmatured, and accrued or not accrued), and debts, and liabilities of whatever nature that are or could be asserted by any person against the Receiver, her attorneys and other professionals, her agents, and any other representatives or employees of the Receiver, are hereby discharged, released, extinguished, and satisfied. The Receiver shall be deemed to have provided reasonable and sufficient notice to all persons of the release contained herein. All governmental agencies, governmental authorities, or any other persons with an interest in taxes, tax penalties, or other such amounts that are or were required to be paid, under applicable law, are hereby enjoined from collecting from the Receiver, her attorneys and other professionals, her agents, and any other representatives or employees of the Receiver, or any Receivership Property, taxes, tax penalties, or other such amounts that are or were required to be paid under applicable law. While a governmental agency, governmental authority, or any other person with an interest in taxes, tax penalties, or other such amounts that are or were required to be paid, -14-

15 Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 15 of 19 PageID #:919 under applicable law, may not pursue the Receiver or the Receivership Property, such governmental agency, government authority, or any other person within an interest in taxes, tax penalties or such others amounts that are or were required to be paid by Pearson, under applicable law, may pursue Pearson in his individual capacity. Nothing in this Plan shall discharge Pearson from his individual tax liabilities. Pearson shall be required to timely file all tax returns while the Receivership Case is open and shall provide the Receiver with copies of all such tax returns on or before April 15 of each calendar year. Failure by Pearson to timely file tax returns shall be deemed a violation of the Plan and a contempt order shall issue from the Court directing Pearson to file such tax returns by a date set by the Court. The Receiver may also seek such other and further relief as may be appropriate from the Court in connection with any contempt proceedings. Neither the Receiver nor the Receivership Estates shall have any liability whatsoever for tax returns filed by Pearson or for Pearson s failure to timely file tax returns. ARTICLE 5 - RECOVERIES BY THE RECEIVER Section 5.01: Litigation and Turnover. The Receiver is authorized to pursue causes of action and litigation and/or seek turnover from any third parties as deemed in the Receiver s sole discretion, subject to the SEC Billing Instructions. The Receiver is also authorized to settle and/or compromise such causes of action, litigation, or turnover for the benefit of the Receivership Estates without further approval of the Court. Section 5.02: (A) Recovery from the Wheaton Real Estate. The Receiver shall have a second mortgage against the Wheaton Real Estate in the amount of $1 million. Magnum is hereby directed to execute all such documents necessary to give rise and effect to the second mortgage. In the event Magnum successfully sells the Wheaton Real Estate, the Receiver s second mortgage lien will attach to Pearson s 50% interest in the sale proceeds that are generated after the payment of Suburban Bank & Trust s -15-

16 Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 16 of 19 PageID #:920 first mortgage. Pearson is directed and required to turn over his 50% interest in the sale proceeds at the closing of any sale of the Wheaton Real Estate. In the event the Wheaton Real Estate is not sold during the pendency of the Receivership Case, the second mortgage will survive the closure of the Receivership Case and shall remain on the Wheaton Real Estate. The Receiver is authorized to sell the second mortgage lien prior to the closure of the Receivership Case to a second lien purchaser. Any sale proceeds shall become Company Receivership Property. The Receiver is authorized in her sole discretion to accept satisfaction of the Receiver s second mortgage in an amount less than $1 million. (B) The Receiver s second mortgage on the Wheaton Real Estate shall also constitute a cash flow mortgage, meaning that the Receiver shall be entitled to collect Pearson s 50% interest in the rental proceeds paid by a tenant occupying the Wheaton Real Property after the payment of expenses, including Suburban Bank & Trust s mortgage, real estate taxes, insurance, and utilities. Pearson shall be required to true up income and expenses (including providing copies of all receipts to the Receiver) related to the Wheaton Real Estate on or before March 10, June 10, September 10, and December 10 of each calendar year while the Receivership Case is open. Pearson shall also be required to pay to the Receiver his 50% interest in the rental proceeds on or before March 10, June 10, September 10, and December 10 of each calendar year while the Receivership Case is open. (C) Recovery from the Winfield Real Estate. The Receiver shall have a first mortgage against the Winfield Real Estate in the amount of $1 million. Pearson is hereby directed to execute all such documents necessary to give rise and effect to the first mortgage. In the event Pearson successfully sells the Winfield Real Estate, the Receiver s first mortgage lien will attach to Pearson s 50% interest in the sale proceeds that are generated. Pearson is directed -16-

17 Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 17 of 19 PageID #:921 and required to turn over his 50% interest in the sale proceeds at the closing of any sale of the Winfield Real Estate. In the event the Winfield Real Estate is not sold during the pendency of the Receivership Case, the first mortgage will survive the closure of the Receivership Case and shall remain on the Winfield Real Estate. The Receiver is authorized to sell the first mortgage lien prior to the closure of the Receivership Case by to a first lien purchaser. Any sale proceeds shall become Pearson Receivership Property. The Receiver is authorized in her sole discretion to accept satisfaction of the Receiver s first mortgage in an amount less than $1 million. Section 5.03: Settlement with Pearson. The Receiver is currently in discussions with Pearson regarding the turnover of assets currently in Pearson s possession. In the event the Receiver cannot reach a consensual agreement with Pearson, the Receiver is authorized to seek a turnover order from the Court in connection with Pearson s assets. Section 5.04: Abandonment. The Receiver is authorized to abandon any property: (a) that is of inconsequential value to the Receivership Estates, as determined by the Receiver in her sole discretion, or (b) whose value would not generate a net benefit to the Receivership Estates after the costs of collection and/or recovery, as determined by the Receiver in her sole discretion. ARTICLE 6 - TERMINATION OF AGREEMENTS Section 6.01: Agreements, Contracts, and Licenses with the Company. All agreements, contracts, or licenses entered into by the Company (whether by agreement or by operation of law) that have not been previously terminated by the Receiver shall be deemed to be terminated nunc pro tunc as of the date of the entry of the Receiver Order. Section 6.02: No Effect on Receiver Agreements. Nothing in this Article shall be deemed to have terminated any agreements, contracts, or licenses entered into by the Receiver on behalf of the Receivership Estates. -17-

18 Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 18 of 19 PageID #:922 ARTICLE 7 - RETENTION OF JURISDICTION Section 7.01: Exclusive Jurisdiction. The Court has had and shall continue to have exclusive jurisdiction over the Receiver, the Receivership Property, and the Receivership Estates. Section 7.02: Continuing Jurisdiction. This Plan and the Approval Order, when entered, shall not be deemed to be either a final adjudication of the Receivership Case or a termination, limitation, reduction, waiver or relinquishment of this Court s exclusive jurisdiction with regard to all Receivership Property, all matters in controversy in the Receivership Case, or any causes of action that the Receiver may prosecute in connection with the Receivership Case. This Court shall continue to have and retain exclusive jurisdiction over all matters existing or arising in this Receivership Case or related in any way thereto, including, but not limited to, all causes of action, as well as matters related to approving or denying Claims, making Distributions on Allowed Claims, and locating, recovering, settling claims against, and liquidating Receivership Property. Furthermore, this Court, upon the request of the Receiver or the SEC, or upon its own motion, may make further modifications to this Plan or the Approval Order. Section 7.03: Other Orders Not Abrogated. Nothing in this Plan shall abrogate any other order of the Court. Rather, this Plan is designed to supplement the powers granted to the Receiver. -18-

19 Case: 1:14-cv Document #: 101 Filed: 10/31/14 Page 19 of 19 PageID #:923 Dated: October 31, 2014 JILL L. NICHOLSON, Receiver for the estates of Illinois Stock Transfer Company d/b/a ist Shareholder Services and Robert G. Pearson By: /s/ Geoffrey Goodman Counsel to the Receiver Geoffrey S. Goodman (ARDC # ) Joanne Lee (ARDC # ) Foley & Lardner LLP 321 North Clark Street, Suite 2800 Chicago, IL Phone: (312) Fax: (312) ggoodman@foley.com jlee@foley.com -19-